HomeMy WebLinkAbout1999 06 14 Regular Item A
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COMMISSION AGENDA
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ITEM A
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Consent
Informational
Public Hearin
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June 14. 1999
Meeting
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A thorization
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".,:-., . REQUEST:
~"". :'City Manager requesting the Commission to adopt Bond Resolutions authorizing the issue by the
City of an Improvement Refunding Revenue Bond Series 1999 in the approximate amount of
$8,000,000, authorizing the purchase of bond insurance, authorizing $5,500,000 in new bond
proceeds for construction, and utilization of 1993 debt service reserve in the amount of
approximately $900,000 for construction proceeds, and construction budget of $6,500,000.
PURPOSE:
The purpose of this Agenda Item is to approve bond resolutions, purchase of bond insurance, use
of bond reserves as bond insurance, construction proceeds, and construction budget related to the
series 1999 Winter Springs Improvement Refunding Bond Issue.
CONSIDERA TIONS:
On January 11, 1999 the City Commission authorized staff to prepare for issuance of a refunding
bond issue including $5,000,0000 in additional funds for public improvements. The
Commission directed staff to determine if additional bond funds would be needed prior to final
approval of the bond issue for improvement projects.
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CITY OF WINTER SPRINGS
JUNE 14, 1999
REGULAR AGENDA ITEM A
PAGE20F4
On April 26, 1999 the Commission approved Resolution 878 providing for the issuance bonds
not. to exceed $8,500,000 including $3,000,000 in refunding bonds, and $5,000,000 in new
proceeds. The Commission also approved underwriters for the issue.
Subsequent to April 26, 1999 two important actions have taken place:
1) RATINGS
The City applied for an underlying investment grade ratings from Fitch Investor Services
(Fitch) and Standard and Poor's (S&P). We are pleased to report that the City has
received favorable ratings from both services - Fitch "A" ratings and S&P "A-" rating.
These are the first ratings ever applied for by the City and, in our opinion, are excellent.
These ratings will provide about 10 basis points in interest cost savings to the City. Also,
having an underlying credit rating adds other intrinsic values.
2) AMBAC INSURANCE
The new Bond rating has made it possible for the City to acquire bond insurance.
The City has received a favorable quote on the Bond Issue from AMBAC in the amount
of a one time $30,000 premium, with no additional conditions to the bond documents.
Accordingly, this will allow the underwriters to sell"AAA" rated bonds at a rate lower
than the cost of this insurance. This will make it possible to use $900,000 in bond
reserves for needed improvements. Please note your interest payments remain the same
until 2000, then gradually increase over time.
The insurance premium for the surety is very low at $30,000. Using the existing bond
reserves of approximately $900,000 and substituting those reserves with a surety bond,
and interest earnings on bond proceeds, the City will have approximately $6,500,000
available for new capital projects as follows:
Bond Projects
Existing Bond Reserves
Interest Earnings
Original Plan
$5,000,000
-0-
-0-
$5,000,000
Revised Plan
$5,500,000
$ 900,000
$ 100.000
$6,500,000
REVISED BUDGET:
CITY OF WINTER SPRINGS
JUNE 14, 1999
REGULAR AGENDA ITEM A
PAGE 3 OF4
Staff is recommending that the additional $1,5000,000 be utilized for the proposed Village Walk
Urban Renewal project located between Moss Road and Sheoah Boulevard on State Road 434
and additional funds for Town Center improvements as follows:
ORIGINAL REVISED
BUDGET BUDGET
434 Beautification Project Grant Match
434 Village Walk Project
Park Improvements
Quadruplex Home Ownership Conversion Project
Town Center Planning & Design Reimbursement
Traffic Calming
Town Center Trail and Infrastructure
$ 625,000
-0-
$2,225,000
$ 800,000
$ 300,000
$ 300,000
$ 700.000
$ 5,000,000
FUNDING:
$ 625,000
$1,000,000
$2,225,000
$ 900,000
$ 300,000
$ 300,000
$1.100.000
$6,500,000
Funding for the debt service will come from non advalorem revenues. The new debt schedule is
shown in Exhibit 3. The first year of the new schedule will be slightly below the existing
schedule and increase slightly until year 2019.
RECOMMENDA TIONS:
It is recommended that the Commission approve the following actions as relative to approval of
the Bond Issue:
1) Approve Bond Resolution Number 881 providing for the issuance of not more
than $8,000,000 in improvement refunding, revenue bonds series 1999.
2) Approve Bond Resolution Number 882 providing for the purchase of a surety
bond from AMBAC.
3) Approve the release and use of approximately $900,000 in bond reserves for
improvement projects.
4) Approve the revised improvements budget increasing the budget from $5,000,000
to $6,500,000.
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EXHIBITS:
Exhibit 1:
Exhibit 2:
Exhibit 3:
Exhibit 4:
CITY OF WINTER SPRINGS
JUNE 14, 1999
REGULAR AGENDA ITEM A
PAGE40F4
Resolution Number 881
Resolution Number 882
Debt Schedule
Preliminary Statement
COMMISSION ACTION:
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EXHIBIT 1
RESOLUTION NO. ~
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA SUPPLEMENTING RESOLUTION NO. 615 AS
HERETOFORE AMENDED AND SUPPLEMENTED; FOR THE
PURPOSE OF PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF CERTAIN CITY
OWNED CAPITAL IMPROVEMENTS AND THE REFUNDING
OF THE CITY'S OUTSTANDING IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 1989;
AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $8,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF IMPROVEMENT REFUNDING REVENUE
BONDS, SERIES 1999, TO FINANCE A PART OF THE COST
THEREOF, TO PURCHASE A SURETY BOND FOR DEPOSIT
TO THE SUBACCOUNT IN THE RESERVE ACCOUNT AND
PAY THE COSTS OF ISSUANCE OF THE SERIES 1999
BONDS; ACCEPTING THE INSURER'S COMMITMENT
RELATING TO A MUNICIPAL BOND INSURANCE POLICY
AND SURETY BOND WITH RESPECT TO THE SERIES 1999
BONDS; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE SERIES 1999
BONDS, ON A PARITY WITH THE CITY'S OUTSTANDING
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1993, THE FRANCHISE FEES RECEIVED BY THE CITY
FROM FLORIDA POWER CORPORATION AND THE PUBLIC
SERVICE TAXES LEVIED AND COLLECTED BY THE CITY
PURSUANT TO SECTION 166.231, FLORIDA STATUTES;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDERS OF THE SERIES 1999
BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes Chapter 72-718, Laws of Florida, Special Acts
of 1972 as amended and supplemented, being the Charter of the City of Winter Springs, Florida,
the Original Instrument (as hereinafter defined) and other applicable provisions of law.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the
Original Instrument shall have the respective meanings assigned thereto by the Original
Instrument and the following terms shall have the following meanings, unless the context clearly
othelwise requires:
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"Act" shall mean Chapter 166, Part II, Florida Statutes, as amended and supplemented,
Chapter 72-718, Laws of Florida, Special Act of 1972 as amended and supplemented, and other
applicable provisions oflaw.
"Agreement" or "Escrow Deposit Agreement" shall mean that certain agreement by and
between the Issuer and a bank or trust company to be selected and named by the Issuer prior to
the sale of the Series 1999 Bonds (as hereinafter defined) for the purpose of providing for the
payment of the Prior Bonds (as hereinafter defined).
"Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 17(D) of this Resolution.
"Continuing Disclosure Certificate" shall mean that certain certificate related to the
Series 1999 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series
1999 Bonds to the participating underwriter or underwriters, as it may be amended from time to
time in accordance with the terms thereof, whereby the Issuer undertakes to comply with the
secondary disclosure requirements of the Rule.
"Cost" when used in connection with the 1999 Project, shall mean all expenses necessary,
appurtenant or incidental to the acquisition and construction of the 1999 Project, including
without limitation the cost of any land or interest therein or of any fixtures, equipment or
personal property necessary or convenient therefor, the cost of labor and materials to complete
such construction, engineering and legal expenses, fiscal expenses, expenses for estimates of
costs and of revenues, expenses for plans, specifications and surveys, interest during construction
and administrative expenses related solely to the acquisition, construction and erection of the
1999 Project and all expenses incident to the financing of the 1999 Project and the issuance of
the Series 1999 Bonds.
"Investment Securities" shall mean in regard to investments pursuant to this Resolution,
any investment permitted under applicable State and federal law including units of participation
in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218,
Florida Statutes and
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in paragraph (2) below), or
(2) Direct obligations of (including obligations issued or held in book entry form on
the books of) the Department of the Treasury of the United States of America, or
(3) Obligations of any of the following federal agencies which obligations represent
the full" faith and credit of the United States of America, including:
· Export-Import Bank
. Farm Credit System Financial Assistance Corporation
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. Rural Economic Community Development Administration (formerly the
Farmers Home Administration)
. General Services Administration.
. U.S. Maritime Administration
. Small Business Administration
. Government National Mortgage Association (GNMA)
. U.S. Department of Housing & Urban Development (PHA's)
. Federal Housing Administration
· Federal Financing Bank;
(4) Direct obligations of any of the following federal agencies which obligations are
not fully guaranteed by the full faith and credit of the United States of America:
. Senior debt obligations rated "Aaa" by Moody's Investors Service
("Moody's") and "AAA" by Standard & Poor's Ratings Group ("S&P")
issued by the Federal National Mortgage Association (FNMA) or Federal
Home Loan Mortgage Corporation (FHLMC)
. Obligations ofthe Resolution Funding Corporation (REFCORP)
. Senior debt obligations of the Federal Home Loan Bank System
. Senior debt obligations of other Government sponsored agencies approved by
Ambac Assurance.
(5) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances
with domestic conunercial banks which have a rating on their short term certificates of deposit
on the date of purchase of "A-I" or "A-l+" by S&P and "P-l" by Moody's and maturing no
more than 360 days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank.);
(6) Commercial paper which is rated at the time of purchase in the single highest
classification, "A-l +" by S&P and "P-l" by Moody's and which matures not more than 270 days
after the date of purchase;
(7)
Investments in a money market fund rated "AAAm" or "AAAm-G" or better by
S&P;
(8) Pre-refunded Municipal Obligations defined as follows: Any bonds or other
obligations of any state of the United States of America or of any agency, instrumentality or
local governmental unit of any such state which are not callable at the option of the obligor prior
to maturity or as to which irrevocable instructions have been given by the obligor to call on the
date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category of S&P and Moody's or any successors thereto; or
(B) (i) which are fully secured as to principal and interest and redemption
premium, if any, by and escrow consisting only of cash or obligations described in paragraph (2)
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above, which escrow may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on the maturity
date or dates specified in the irrevocable instructions referred to above, as appropriate.
(9) General obligations of States with a rating of at least "A2/A" or higher by both
Moody's and S&P.
(10) Investment agreement approved in writing by Ambac Assurance supported by
appropriate opinions of counsel with notice to S&P; and
(11) Other forms of investments (including repurchase agreements) approved In
writing by Ambac Assurance with notice to S&P.
The value of the above investments shall be determined as follows:
"Value," which shall be determined as of the end of each month, means that the value of
any investments shall be calculated as follows:
(1) . As to investments the bid and asked prices of which are published on a regular
basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of
the bid and asked prices for such investments so published on or most recently prior to such time
of determination;
(2) As to investments the bid and asked prices of which are not published on a regular
basis in The Wall Street Journal or The New York Times: the average bid price at such time of
deternlination for such investments by any two nationally recognized govenunent securities
dealers (selected by the Paying Agent in its absolute discretion) at the time making a market in
such investments or the bid price published by a nationally recognized pricing service;
(3) As to certificates of deposit and bankers acceptances: the face amount thereof,
plus accrued interest; and
(4) As to any investment not specified above: the value thereof established by prior
agreement between the Issuer, the Paying Agent and Ambac Assurance.
"Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy
issued by Ambac Assurance insuring the payment when due of the principal of and interest on
the Series 1999 Bonds as provided therein.
"1999 Project" shall mean the City owned capital improvements authorized to be
financed with the proceeds of the Series 1999 Bonds, in accordance with plans and specifications
on file or to be on file with the Clerk.
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"Original Instrument" shall mean Resolution No. 615 adopted by the City Commission of
the City on May I, 1989, as heretofore amended and supplemented.
"Parity Obligations" shall mean the Issuer's outstanding Improvement Refunding
Revenue Bonds, Series 1993.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Prior Bonds" shall mean the Outstanding bonds of the City of Winter Springs, Florida,
Improvement Refunding Revenue Bonds, Series 1989.
"Resolution" shall mean the Original Instrument as amended and supplemented including
the amendments and supplements made by this Resolution and any resolution supplementing or
amending this Resolution.
"This Resolution" shall mean this instrument, as the same may from time to time be
amended, modified or supplemented.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Series 1999 Bonds" shall mean the City of Winter Springs, Florida Improvement
Refunding Revenue Bonds, Series 1999 authorized to be issued pursuant to Section 7 of this
Resolution.
"State" shall mean the State of Florida.
"Surety Bond" shall mean the surety bond issued by Ambac Assurance guaranteeing
certain payments into the subaccount within the Reserve Account with respect to the Series 1999
Bonds as provided therein and subject to the limitations set forth therein.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms
shall refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
A. It is necessary and desirable and in the interests of the health, welfare and
safety of the citizens and inhabitants of the Issuer that the 1999 Project be acquired and
constructed. The acquisition and construction of the 1999 Project serves a paramount public
purpose.
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B. The Issuer has previously issued the Refunded Bonds of which the sum of
$2,875,000 principal amount is currently outstanding and unpaid.
C. The Issuer has heretofore issued and has presently outstanding and unpaid
the Prior Bonds. The Issuer deems it necessary, desirable and in the best financial interest of the
Issuer that the Prior Bonds be refunded in order to effectuate interest cost savings and a reduction
in the debt service secured by the Excise Taxes. Simultaneously with the issuance of the Series
1999 Bonds, a sufficient portion of the proceeds of the Series 1999 Bonds and other available
funds will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder (as
defined in the Agreement) into the Escrow Account established pursuant to the Escrow Deposit
Agreement, to effectuate the refunding and defeasance of the Prior Bonds by providing for the
payment of the principal of, premium, if any, and interest on the Prior Bonds as provided in the
Escrow Deposit Agreement.
D. The Issuer deems it necessary, desirable and in the best interest of the
Issuer that the Excise Taxes be pledged to the payment of the principal of and interest on the
Series 1999 Bonds. Following the issuance of the Series 1999 Bonds, no part of the Excise
Taxes are pledged or encumbered in any manner except as security for the Series 1999 Bonds
and the Parity Obligations and except on a subordinate lien basis to the Issuer's Subordinate
Improvement Revenue Bonds, Series 1997; and the Original Instrument, in Section 18(H) thereof
as amended, provides for the issuance of Additional Parity Obligations payable from the Excise
Taxes on a parity with the Parity Obligations under the terms, limitations and conditions
provided therein. The Issuer will issue the Series 1999 Bonds as Additional Parity Obligations
within the authorization contained in Section 18(H) of the Original Instrument as amended. The
Series 1999 Bonds shall be payable on a parity and rank equally as to lien on and source and
security for payment from the Excise Taxes, and in all other respects, with the Parity
Obligations.
E. The principal of and interest and redemption premium on the Series 1999
Bonds and all reserve and other payments shall be payable solely from the Excise Taxes. The
Issuer shall never be required to levy ad valo~em taxes on any real or personal property therein to
pay the principal of and interest on the Series 1999 Bonds herein authorized or to make any other
payments provided for herein. The Series 1999 Bonds shall not constitute a lien upon any
properties owned by or located within the boundaries of the Issuer or upon any property other
than the Excise Taxes.
F. The Issuer has received from Ambac Assurance commitments to provide a
policy of municipal bond insurance and a surety bond with respect to the Series 1999 Bonds,
copies of which are attached hereto as Exhibit A; and it is in the best financial interest of the
Issuer that the Issuer accept said commitments.
SECTION 4. AUTHORIZATION OF REFUNDING OF PRIOR BONDS AND
DESIGN, PERMITTING, ACQUISITION AND CONSTRUCTION OF THE 1999 PROJECT.
There is hereby authorized the refunding of the Prior Bonds as provided in the Resolution and
the design, pem1itting, acquisition and construction of the 1999 Project.
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SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the purchase and acceptance of any or all of the Series 1999 Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Owners from time to time of the Series 1999
Bonds and shall be a part of any contract of bond insurance that pertains to the Series 1999
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 ofthe Owners of any and all of the Series 1999 Bonds and for the benefit, protection
and security of any insurer insuring the Series 1999 Bonds. All of the Series 1999 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 Series 1999 Bonds over any other thereof except
as expressly provided in or pursuant to this Resolution.
SECTION 6. ACCEPTANCE OF INSURANCE COMMITMENTS. The Issuer hereby
accepts the Insurer's commitments to provide the Municipal Bond Insurance Policy and Surety
Bond with respect to the Series 1999 Bonds; and the Mayor, the Clerk and/or the City Manager
of the Issuer are hereby authorized to execute and deliver on behalf of the Issuer appropriate
evidence of such acceptance.
SECTION 7. AUTHORIZATION OF SERIES 1999 BONDS. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Improvement Refunding
Revenue Bonds, Series 1999," are authorized to be issued in the aggregate principal amount of
not exceeding $8,000,000, which may mature at higher Accreted Values to include the maturity
amount of Capital Appreciation Bonds.
SECTION 8. DESCRIPTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall
be issued in fully registered form; may be Capital Appreciation Bonds or Current Interest Bonds;
shall be dated; shall be numbered consecutively from one upward in order of Maturity preceded
by the letter "R"; shall be in the denomination of $5,000 each, or integral multiples thereof for
Current Interest Bonds or in $5,000 maturity amounts for the Capital Appreciation Bonds or in
$5,000 multiples thereof, or such other denominations as shall be approved by the Issuer in a
supplemental resolution prior to the delivery of the Series 1999 Bonds; shall bear interest at such
rate or rates not exceeding the maximum rate allowed by State law, the actual rate or rates to be
approved by the governing body of the Issuer prior to or upon the sale of the Series 1999 Bonds;
such interest to be payable semiannually at such times as are fixed by supplemental resolution of
the Issuer if Current Interest Bonds and shall mature annually on such date in such years (not
exceeding 30 years from the date of issuance) and in such amounts as will be fixed by
supplemental resolution of the Issuer prior to or upon the sale of the Series 1999 Bonds; and may
be issued with variable, adjustable, convertible or other rates and with original issue discounts;
all as the Issuer shall provide herein or hereafter by supplemental resolution.
Each Current Interest Bond shall bear interest from the interest date next preceding the
date on which it is authenticated, unless authenticated on an interest payment date, in which case
it shall bear interest from such interest payment date, or, unless authenticated prior to the first
interest payment date, in which case it shall bear interest from its date; provided, however, that if
at the time of authentication payment of any interest which is due and payable has not been
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made, such Current Interest Bond shall bear interest from the date to which interest shall have '
been paid.
The Capital Appreciation Bonds shall bear {nterest only at maturity or upon redemption
prior to maturity in the amount determined by reference to the Accreted Value.
The principal of and the interest redemption premium, if any, on the Series 1999 Bonds
shall be payable in any coin or currency of the United States of America which on the respective
dates of payment thereof is legal tender for the payment of public and private debts. The interest
on the Current Interest Bonds shall be payable by the Paying Agent on each interest payment
date to the person appearing on the registration books of the Issuer hereinafter provided for as the
registered Owner thereof, by check or draft mailed to such registered Owner at his address as it
appears on such registration books or by wire transfer to Owners of $1,000,000 or more in
principal amount of the Series 1999 Bonds. Payment of the principal of all Current Interest
Bonds and the Accreted Value with respect to the Capital Appreciation Bonds shall be made
upon the presentation and surrender of such Series 1999 Bonds as the same shall become due and
payable.
Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to
the date of issuance of the Series 1999 Bonds, elect to use an immobilization system or book-
entry system with respect to issuance of such Series 1999 Bonds. As long as any Series 1999
Bonds are outstanding in book-entry form the provisions of this Resolution inconsistent with
such system of book-entry registration shall not be applicable to such Series 1999 Bonds. The
details of any alternative system of issuance, as described in this paragraph, shall be set forth in a
resolution of the Issuer duly adopted at or prior to the sale of such Series 1999 Bonds.
SECTION 9. EXECUTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall be
signed by, or bear the facsimile signature of the Mayor of the Issuer, and shall be attested by, or
bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be
imprinted on the Series 1999 Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Series 1999 Bonds shall cease to be such officer before the delivery of such Series 1999 Bonds,
such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the
same as if he has remained in office until such delivery. Any Series 1999 Bond may bear the
facsimile signature of or may be signed by such persons who, at the actual time of the execution
of such Bond, shall be the proper officers to sign such Series 1999 Bonds although, at the date of
such Series 1999 Bond, such persons may not have been such officers.
SECTION 10. AUTHENTICATION OF SERIES 1999 BONDS. Only such of the
Series 1999 Bonds as shall have endorsed thereon a certificate of authentication substantially in
the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution. No Series 1999 Bond shall be valid or
obligatory for any purpose unless and until such certificate of authentication shall have been duly
executed by the Registrar, and such certificate of the Registrar upon any such Series 1999 Bond
shall be conclusive evidence that such Series 1999 Bond has been duly authenticated and
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delivered under this Resolution. The Registrar's certificate of authentication on any Series 1999
Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
of all of the Series 1999 Bonds that may be issued hereunder at anyone time.
SECTION 11. EXCHANGE OF SERIES 1999 BONDS. Any Series 1999 Bonds, upon
surrender thereof at the principal corporate trust office of the Registrar, together with an
assignment duly executed by the Bondholder or his attorney or legal representative in such form
as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an
aggregate principal amount or Accreted Value of Series 1999 Bonds equal to the principal
amount or Accreted Value of the Series 1999 Bond or Series 1999 Bonds so surrendered.
The Registrar shall make provision for the exchange of Series 1999 Bonds at the
principal corporate trust office of the Registrar. The Issuer and Registrar shall not be obligated
to make any exchange of Series 1999 Bonds during the fifteen (15) days next preceding an
interest payment date or in the case of any proposed redemption of Series 1999 Bonds during the
fifteen (15) days next preceding the redemption date established for such Series 1999 Bonds.
SECTION 12. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES
1999 BONDS. The Registrar shall keep books for the registration of and for the registration of
transfers of Series 1999 Bonds as provided in this Resolution. The transfer of any Series 1999
Bonds may be registered only upon such books and only upon surrender thereof to the Registrar
together with an assigrunent duly executed by the Owner or his attorney or legal representative in
such form as shall be satisfactory to the Registrar. Upon any such registration of transfer, the
Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Series
1999 Bond, a new Series 1999 Bond or Series 1999 Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal an10unt of such Series
1999 Bond or Series 1999 Bonds so surrendered. The Issuer and Registrar shall not be obligated
to make any transfer of Series 1999 Bonds during the fifteen (15) days next preceding an interest
payment date or in the case of any proposed redemption of Series 1999 Bonds during the fifteen
(15) days next preceding the redemption date established for such Series 1999 Bonds.
In all cases in which Series 1999 Bonds shall be exchanged, the Issuer shall execute and
the Registrar shall authenticate and deliver, at the earliest practicable time, a new Series 1999
Bond or Series 1999 Bonds of the same type (e.g., Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be exchanged for Capital
Appreciation Bonds) in accordance with the provisions of this Resolution. All Series 1999
Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by
the Registrar. The Issuer or the Registrar may make a charge for every such exchange or
registration of transfer of Series 1999 Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to such exchange or registration of transfer,
but no other charge shall be made to any Owiler for the privilege of exchanging or registering the
transfer of Series 1999 Bonds under the provisions of this Resolution.
SECTION 13. OWNERSHIP OF SERIES 1999 BONDS. The person in whose name
any Series 1999 Bond shall be registered shall be deemed and regarded as the absolute owner
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thereof for all purposes, and payment of or on account of the principal or redemption price of any
such Series 1999 Bond, and the interest on any such Series 1999 Bonds shall be made only to or
upon the order of the registered owner thereof or his legal representative. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such Series 1999 Bond
including the premium, if any, and interest thereon to the extent of the sum or sums so paid.
SECTION 14. SERIES 1999 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Series 1999 Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may in its discretion cause to be executed, and the Registrar shall authenticate and deliver,
a new Series 1999 Bond of like date and tenor as the Series 1999 Bond so mutilated, destroyed,
stolen or lost (e.g., Current Interest Bonds shall be issued in exchange for Current Interest Bonds
and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in
exchange and substitution for such mutilated Series 1999 Bond upon surrender and cancellation
of such mutilated Series 1999 Bond or in lieu of and substitution for the Series 1999 Bond
destroyed, stolen or lost, and upon the Owner furnishing the Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer and the Registrar may prescribe and paying such
expenses as the Issuer and the Registrar may incur. All Series 1999 Bonds so surrendered shall
be canceled by the Issuer. If any of the Series 1999 Bonds shall have matured or be about to
mature, instead of issuing a substitute Series 1999 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid, and if such Series 1999 Bond be lost, stolen or destroyed,
without surrender thereof.
Any such duplicate Series 1999 Bonds issued pursuant to this Section shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen
or destroyed Series 1999 Bonds be at any time found by anyone, and such duplicate Series 1999
Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the same extent as all other Series
1999 Bonds issued hereunder.
SECTION 15. PROVISIONS FOR REDEMPTION. The Series 1999 Bonds shall be
subject to redemption prior to their maturity, at such times and in such manner as shall be fixed
by supplemental resolution of the Issuer prior to or at the time of sale of the Series 1999 Bonds.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Owners of Series
1999 Bonds to be redeemed at their addresses as they. appear on the registration books
hereinbefore provided for, but failure to mail such notice to one or more Owners of Series 1999
Bonds shall not affect the' validity ofthe proceedings for such redemption with respect to Owners
of Series 1999 Bonds to which notice was duly mailed hereunder. Each such notice shall set
forth the date fixed for redemption, the redemption price to be paid and, if less than all of the
Series 1999 Bonds of one maturity are to be called, the distinctive numbers of such Series 1999
Bonds to be redeemed and in the case of Series 1999 Bonds to be redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
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Any notice of optional redemption, other than with respect to an advance refunding, shall
be circulated only if sufficient funds have been deposited in the Debt Service Fund to pay the
redemption price ofthe Series 1999 Bonds to be redeemed.
Official notice of redemption having been given as aforesaid, the Series 1999 Bonds or
portions of Series 1999 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 Series 1999 Bonds or portions of
Series 1999 Bonds shall cease to bear interest. Upon surrender of such Series 1999 Bonds for
redemption in accordance with said notice, such Series 1999 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 Series 1999 Bond, there shall be prepared\ for the Owner a new Series 1999 Bond or Series
1999 Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Series 1999 Bond. All Series 1999 Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below, but no defect in said further notice nor any failure to give all or any portion of such
further notice shall in any manner defeat the effectiveness of a call for redemption if notiCe
thereof is given as above prescribed.
A. Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSIP numbers of all
Series 1999 Bonds being redeemed; (ii) the date of issue of the Series 1999 Bonds as originally
issued; (iii) the rate of interest borne by each Series 1999 Bond being redeemed: (iv) the maturity
date of each Series 1999 Bond being redeemed; and (v) any other descriptive information needed
to identify accurately the Series 1999 Bonds being redeemed.
B. Each further notice of redemption shall be sent at least 35 days before the
redemption date by registered or certified mail or overnight delivery service to all registered
securities depositories then in the business of holding substantial amounts of obligations of types
similar to the type of which the Series 1999 Bonds consist and to one or more national
information services that disseminates notices of redemption of obligations such as the Series
1999 Bonds.
SECTION 16. FORM OF SERlES 1999 BONDS. The text of the Series 1999 Bonds,
together with the certificate of authentication to be endorsed therein, shall be in substantially the
following forn1, with such omissions, insertions and variations as may be necessary, desirable,
authorized or pennitted by this Resolution, or as may be necessary if the Series 1999 Bonds or a
portion thereof are issued as Capital Appreciation Bonds, or as may be necessary to comply with
applicable laws, rules and regulations of the United States and of the State in effect upon the
issuance thereof.
ORL#504734.03
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[FORM OF SERIES 1999 BOND]
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999
MATURITY DATE:
INTEREST RATE:
DATED DATE:
JUNE 15, 1999
CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity
Date identified above, upon the presentation and surrender hereof at the principal corporate trust
office of SunTrust Bank, Central Florida, National Association, Orlando, Florida, from the
revenues hereinafter mentioned, the Principal Amount identified above in any coin or currency
of the United States of America which on the date of payment thereof is legal tender for the
payment of public and private debts, and to pay, solely from said sources, to the Registered
Owner hereof by wire transfer or check transmitted to the Registered Owner at his address as it
appears on the Bond registration books of the Issuer as it appears on the 15th day of the calendar
month preceding the applicable interest payment date, interest on said Principal Amount at the
Interest Rate per annum identified above on each April 1 and October I commencing October I,
1999 from the interest payment date next preceding the date of registration and authentication of
this Bond, unless this Bond is registered and authenticated as of an interest payment date, in
which case it shall bear interest from said interest payment date, or unless this Bond is registered
and authenticated prior to October 1, 1999, in which event this Bond shall bear interest from July
1, 1999.
The Bonds of this issue [shall not be) (shall be) subject to redemption prior to their
maturity at the option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner required by the Resolution
described below.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ oflike. date, tenor and effect, except as to number, principal amount, maturity,
ORL#504734.03
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redemption provisions and interest rate, issued to refund certain outstanding debt of the Issuer
and to acquire, construct and erect certain capital improvements within the jurisdiction of the
Issuer, all in full compliance with the Constitution and Statutes of the State of Florida, including
particularly Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, and Resolution No.
615 duly adopted by the Issuer on May 1, 1989, as amended supplemented and particularly as
supplemented by Resolution No. _ duly adopted by the Issuer on June 14, 1999 as
supplemented (hereinafter collectively called the "Resolution") and is subject to all the tenns and
conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of the proceeds of the Public Service Tax imposed by the Issuer on the purchase of
certain utilities services within the corporate limits of the Issuer, under the authority of Section
166.231, Florida Statutes, and pursuant to ordinances of the City and the proceeds of the
Franchise Fees to be paid for a period of thirty (30) years from April 1, 1984, by the Florida
Power Corporation, pursuant to an ordinance enacted by the Issuer on March 27, 1984 (such tax
and fees, above described, are herein collectively referred to as "Excise Taxes") in the manner
provided in the Resolution.
It is provided in the Resolution that the lien of this Bond on the Excise Taxes is on a
parity with the lien thereon of the Issuer's outstanding Improvement Refunding Revenue Bonds,
Series 1993.
This Bond does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
Owner of this Bond that such Bondowner shall never have the right to require or compel the
exercise of the ad valorem taxing power of the Issuer or taxation of any real or personal property
therein for the payment of the principal of and interest on this Bond or the making of any debt
service fund, reserve or other payments provided for in the Resolution.
It is further agreed between the Issuer and the Owner of this Bond that this Bond and the
indebtedness evidenced hereby shall not constitute a lien or on any propeliy of or in the Issuer,
but shall constitute a lien only on the Excise Taxes all in the manner provided in the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
bond shall be liable personally hereon or be subject liability or accountability by reason of the
issuance hereof.
It is certified that this Bond is authorized by and is issued 111 confoTIl1ity with the
requirements of the Constitution and Statutes of the State of Florida.
This Bond is and has all the qualities and incidents of a negotiable instrument under
Article 8 of the ,Unifonn Commercial Code, the State of Florida, Chapter 678, Florida Statutes
but may be transferred by the Bondowner hereof in person or by his attorney or legal
representative at the principal corporate trust office of the Registrar but only in the manner and
ORL1I504734.03
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13
subject to the conditions provided in the Resolution and upon surrender and cancellation of this
Bond.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Bond and
has caused the same to be signed by its Mayor, and countersigned and attested to by its Clerk
(the signatures of the Mayor, and the Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lith:ographed
or reproduced hereon, all as 0 e ay of July, 1999: ", ~
~
.:-
/'
" '"
"
~
. .
, ,
~.,..,
'"
(SEAL]
Mayor
"
. .
ORUl504734.03
14
.~~
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
Date of Authentication:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
Registrar, as Authenticating Agent
By:
Authorized Officer
ORL#504734.03
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15
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached bond of the City of Winter Springs,
Florida, and does hereby constitute and appoint , attorney, to
transfer the said Bond on the books kept for Registration thereof, with full power of substitution
in the premises.
Date
Signature Guaranteed by
(member firm of the New York Stock
.Exchange or a commercial bank or a trust
company.)
NOTICE: No transfer will be registered and
no new Bonds will be issued in the name of
the Transferee, unless the signature to this
assiglID1ent corresponds with the name 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 Federal Employer
Identification Number of the Transferee is
supplied.
By:
Title:
(END OF FORM OF SERIES 1999 BOND]
ORL#504734.03
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SECTION 17. APPLICATION OF SERIES 1999 BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the sale of the Series 1999 Bonds
shall be applied by the Issuer simultaneously with the delivery of such Series 1999 Bonds to the
purchaser thereof, as follows:
(A) The accrued interest shall be deposited in the Interest Account and shall be used
only for the purpose of paying interest becoming due on the Series 1999 Bonds.
(B) The Issuer shall purchase from A.l11bac Assurance the Surety Bond in an amount
equal to the Reserve Requirement for the Series 1999 Bonds which shall be deposited in the
subaccount in the Reserve Account hereby created for the benefit of the Series 1999 Bonds.
(C) Such sum which, together with the other funds described in the Agreement as will
be sufficient to pay, as of any date of calculation, principal and interest and any redemption
premium on the Prior Bonds at the time and in the manner provided in the Agreement, including
expenses incurred by the Issuer in connection with the payment of such Prior Bonds shall be
deposited to the Escrow Fund created pursuant to the Agreement. Such funds shall be kept
separate and apart from all other funds of the Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Escrow Holder solely for the purposes set forth herein and in
the Agreement. Simultaneously with the delivery of the Series 1999 Bonds to the original
purchasers thereof, the Issuer shall enter into the Agreement, the form of which will be approved
by the Issuer in a supplemental Resolution adopted prior to the issuance of the Series 1999
Bonds. At the time of execution of the Agreement, the Issuer shall furnish to the Escrow Holder
appropriate documentation to demonstrate that the sums being deposited and the investments to
be made will be sufficient to defease the Prior Bonds.
(D) The balance of the proceeds of the Series 1999 Bonds shall be deposited into the
Construction Fund hereby created and used solely for the purpose of paying Costs of the 1999
Project. Other than costs of issuing and delivering the Series 1999 Bonds which shall be paid at
the direction of the City Manager of the Issuer or his designee, the Issuer shall make
disbursements or payments from the Construction Fund to pay the Costs of the 1999 Project only
upon the filing in the office of the Clerk of certificates signed by the Finance Director and the
1999 Project engineer or other qualified consultant, stating with respect to each disbursement or
payment to be made: (1) the item number of the payment, (2) the name and address of the Person
to whom payment is due, (3) the amount to be paid, and (4) that each obligation, item or cost or
expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the
1999 Project and is a proper charge against the Construction Fund and has not been the basis of
any previous disbursement or payment, or that each obligation, item of cost or expense
mentioned therein is a reimbursement of a part of the Cost of the 1999 Project which has been
paid by the Issuer or will be paid by the Issuer substantially contemporaneously with such
disbursement from the Construction Fund, and is a proper charge against the Construction Fund,
has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous
disbursement or payment and the Issuer is entitled to reimbursement thereof.
The date of completion of the 1999 Project shall be detem1ined by the 1999 Project
engineer or other qualified consultant who shall certify such fact in writing to the governing
body of the Issuer. Promptly after the date of the completion of the 1999 Project, and after
ORL#504734.03
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paying or making provisions for the payment of all unpaid items of the Cost of the 1999 Project,
the Issuer shall deposit in the following order of priority any balance of moneys remaining in the
Construction Fund in (1) another construction fund or account established in connection with
projects for which there are insufficient moneys present to pay the costs of such project, (2) the
subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds, to the extent
of a deficiency therein and (3) such other fund or account of the Issuer, including those
established under the Original Instrument, as shall be determined by the governing body,
provided the Issuer has received an opinion of bond counsel to the effect that such transfer shall
not adversely affect the exclusion of interest on the Series 1999 Bonds from gross income for
federal income tax purposes.
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Series 1999 Bonds shall
not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the
meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes on a parity with the lien thereon of the Parity Obligations
as herein provided and as provided in the Original Investment. No Holder or Holders of any
Series 1999 Bonds issued hereunder shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer or taxation in any form of any real or personal property
therein, or to compel the Issuer to pay such principal and interest from any other funds of the
Issuer.
SECTION 19. SECURITY FOR SERIES 1999 BONDS. The payment of the principal
of or redemption price, if applicable, and interest on the Series 1999 Bonds shall be secured
forthwith equally and ratably by a pledge of and prior lien upon the Excise Taxes. The Excise
Taxes shall be subject to the lien of this pledge immediately upon the issuance and delivery of
the Series 1999 Bonds, without any physical delivery by the Issuer of the Excise Taxes or further
act, and the lien of this pledge shall be valid and binding as against all parties having claims of
any kind against the Issuer, in tort, contract or otherwise. The Issuer does hereby irrevocably
pledge the Excise Taxes to the payment of the principal of or redemption price, if applicable, and
interest on the Series 1999 Bonds in the manner provided in this Resolution and the Original
Instrument.
The Series 1999 Bonds are payable from the Excise Taxes on a parity, equally and
ratably, with the Parity Obligations.
SECTION 20. ADDITIONAL SECURITY. Anything herein to the contrary
notwithstanding, however, the Issuer may cause the Series 1999 Bonds to be payable from and
secured by a bond insurance policy not applicable to anyone or more other Series of Bonds, as
shall be provided by supplemental resolution of the City Commission of the Issuer, in addition to
the security of the Excise Taxes provided herein.
SECTION 21. APPLICATION OF PROVISIONS OF ORIGINAL INSTRUMENT.
The Series 1999 Bonds shall for all purposes be considered to be Additional Parity Obligations
issued under the authority of Section 18(H) of the Original Instrument as amended and shall be
entitled to all the protection and security provided in and by the Original Instrument for
Additional Parity Obligations, and the Series 1999 Bonds shall be in all respects entitled to the
same security, rights and privileges enjoyed by the Parity Obligations. The principal of, interest
ORL#504734.03
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on and redemption premiums on the Series 1999 Bonds shall be payable from the Debt Service
Fund established by the Original Instrument on a parity with the Parity Obligations, and deposits
shall be made into the Debt Service Fund by the Issuer in amounts fully sufficient to pay the
principal of and interest on the Series 1999 Bonds and on the Parity Obligations as such principal
and interest become due. Notwithstanding the immediately preceding sentence, the Surety Bond
shall secure only the Series 1999 Bonds.
SECTION 22. MUNlCIP AL BOND INSURANCE. Notwithstanding any provision to
the contrary contained herein, the following provisions shall apply so long as the Municipal
Bond Insurance Policy and the Surety Bond with respect to the Series 1999 Bonds issued by
Ambac Assurance shall be in full force and effect:
(A) Any provision of this Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any maimer which affect the rights of Ambac
Assurance hereunder without the prior written consent of Ambac Assurance.
(B) Unless otherwise provided in this Resolution, Ambac Assurance's consent shall
be required in addition to Bondholder consent, when required, for the following purposes:
(i) execution and delivery of any supplemental Resolution or any amendment,
supplement or change to or modification of the Resolution, (ii) removal of the Registrar
or Paying Agent and selection and appointment of any successor Registrar or Paying
Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above
which requires Bondholder consent.
(C) Any reorganization or liquidation plan with respect to the Issuer must be
acceptable to Ambac Assurance. In the event of any reorganization or liquidation,
An1bac Assurance shall have the right to vote on behalf of all Bondholders who hold
Ambac Assurance-insured bonds absent a default by Ambac Assurance under the
Municipal Bond Insurance Policy.
(D) Anything in this Resolution to the contrary notwithstanding, upon the occurrence
and continuance of an Event of Default as defined herein, Ambac Assurance shall be
entitled to control and direct the enforcement of all rights and remedies granted to the
Bondholders or any trustee for the benefit of the Bondholders under the Resolution.
(E) While the Municipal Bond Insurance Policy is in effect, the Issuer or the Paying
Agent, as appropriate, shall furnish to Ambac Assurance (to the attention of the
Surveillance Department, unless otherwise indicated):
(a) as soon as practicable after the filing thereof, a copy of any financial
statement of the Issuer and a copy of any audit and annual report of the Issuer;
(b) such additional information it may reasonably request.
(c) a copy of any notice to be given to the registered owners of the Series 1999
Bonds, including, without limitation, notice of any redemption of or defeasance of Series
1999 Bonds, and any certificate rendered pursuant to this Resolution relating to the
security for the Series 1999 Bonds, at no cost to Ambac Assurance;
ORL#504734.03
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(d) To the extent that the Issuer has entered into a continuing disclosure
agreement with respect to the Series 1999 Bonds, Ambac Assurance shall be copied on
all information provided in regard thereto.
(F) The Paying Agent or Issuer, as appropriate, shall notify Ambac Assurance to the
attention of the general counsel's office of any failure of the Issuer to provide relevant
notices, certificates, etc.
Notwithstanding any other provision of this Resolution, the Paying Agent, as
appropriate, shall immediately notify Ambac Assurance to the attention of the general
counsel's office if at any time there are insufficient moneys to make any payments of
principal and/or interest as required and immediately upon,the occurrence of any Event of
Default under the Resolution.
(G) The Issuer will permit Ambac Assurance to discuss the affairs, finances and
accounts of the Issuer or any information Ambac Assurance may reasonably request
regarding the security for the Series 1999 Bonds with appropriate officers of the Issuer.
The Paying Agent or Issuer, as appropriate, will permit Ambac Assurance to have access
to the 1999 Project and have access to and to make copies of all books and records
relating to the Series 1999 Bonds at any reasonable time.
Ambac Assurance shall have the right to direct an accounting at the Issuer's
expense, and the Issuer's failure to comply with such direction within thirty (30) days
after receipt of written notice of the direction from Ambac Assurance shall be deemed a
default hereunder; provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owner of the Series 1999 Bonds.
(H) For all purposes of this Resolution, Series 1999 Bonds shall remain Outstanding
in the event that the principal and/or interest due on the Series 1999 Bonds shall be paid
by Ambac Assurance Corporation pursuant to the Municipal Bond Insurance Policy.
(1) As long as the Municipal Bond Insurance Policy shall be in full force and effect,
the Issuer and any Paying Agent agree to comply with the following provisions:
(a) At least one (1) day prior to all interest payment dates the Paying Agent will
determine whether there will be sufficient funds in the Debt Service Fund to pay the
principal of or interest on the Series 1999 Bonds on such interest payment date. If the
Paying Agent detemlines that there will be insufficient funds in the Debt Service Fund,
the Paying Agent shall notify Ambac Assurance. Such notice shall specify the amount of
the anticipated deficiency, the Series 1999 Bonds to which such deficiency is applicable
and whether such Series 1999 Bonds will be deficient as to principal or interest, or both.
If the Paying Agent has not so notified Ambac Assurance at least one (1) day prior to an
interest payment date, Ambac Assurance will make payments of principal or interest due
on the Series 1999 Bonds on or before the first (151) day next following the date on which
Ambac Assurance shall have received notice of nonpayment from the Paying Agent.
ORL#504734.03
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(b) the Paying Agent shall, after giving notice to Ambac Assurance as provided
in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction,
to the United States Trust Company of New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration
books of the Issuer maintained by the Registrar and all records relating to the funds and
accounts maintained under the Resolution.
( c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Series 1999 Bonds entitled to receive principal or
interest payments from Ambac Assurance under the terms of the Municipal Bond
Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Series 1999 Bonds entitled to receive full or
partial interest payments from Ambac Assurance and (ii) to pay principal upon Series
1999 Bonds surrendered to the Insurance Trustee by the registered owners of Series 1999
Bonds entitled to receive full or partial principal payments from Ambac Assurance.
(d) the Paying Agent shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 1999 Bonds entitled to receive
the payment of principal or interest thereon from Ambac Assurance (i) as to the fact of
such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest
payments next coming due upon proof of Bondholder entitlement to interest payments
and delivery to the Insurance Trustee, in fonn satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to payment, (iii) that should they
be entitled to receive full payment of principal from Ambac Assurance, they must
surrender their Series 1999 Bonds (along with an appropriate instrument of assignment in
form satisfactory to the Insurance Trustee to permit ownership of such Series 1999 Bonds
to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee,
and not the Paying Agent, and (iv) that should they be entitled to receive partial payment
of principal from Ambac Assurance, they must surrender their Series 1999 Bonds for
payment thereon first to the Paying Agent, who shall note on such Series 1999 Bonds the
portion of the principal paid by the Paying Agent, and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of plincipal.
(e) in the event that the Paying Agent has notice that any payment of principal of
or interest on a Series 1999 Bond which has become Due for Payment and which is made
to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with the final nonappealable order of a
court having competent jurisdiction , the Paying Agent shall, at the time Ambac
Assurance is notified pursuant to (a) above, notify all registered owners that in the event
that any registered owner's payment is so recovered, such registered owner will be
entitled to payment from Ambac Assurance to the extent of such recovery if sufficient
funds are not otherwise available, and the Paying Agent shall furnish to Ambac
Assurance its records evidencing the payments of principal of and interest on the Series
1999 Bonds which have been made by the Paying Agent and subsequently recovered
from registered owners and the dates on which such payments were made.
ORL#504734.03
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21
(f) in addition to those rights granted Ambac Assurance under this Resolution,
Ambac Assurance shall, to the extent it makes payment of principal of or interest on
Series 1999 Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms ofthe Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due interest, the Paying
Agent shall note Ambac Assurance's rights as subrogee on the registration books of the
Issuer maintained by the Paying Agent upon receipt from Ambac Assurance of proof of
the payment of interest thereon to the registered owners of the Series 1999 Bonds, and (ii)
in the case of subrogation as to claims for past due principal, the Paying Agent shall note
Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained.
by the Paying Agent upon surrender of the Series 1999 Bonds by the registered owners
thereof together with proof of the payment of principal thereof.
(J) To the extent that this Resolution confers upon or gives or grants to Ambac
Assurance any right, remedy or claim under or by reason of this Resolution, Ambac
Assurance is hereby explicitly recognized as being a third-party beneficiary hereunder
and may enforce any such right, remedy or claim conferred, given or granted hereunder.
(K) As long as the Surety Bond shall be in full force and effect, the Issuer and Paying
Agent, if appropriate, agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Debt Service Fund
(exclusive of the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds), plus all amounts on deposit in and credited to the subaccount in the Reserve
Account created for the benefit of the Series 1999 Bonds in excess of the amount of the
Surety Bond, are insufficient to pay the amount of principal and interest coming due ,
then upon the later of: (i) one (1) day after receipt by the General Counsel of Ambac
Assurance of a demand for payment in the form attached to the Surety Bond as
Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent certifying
that payment due under the Resolution has not been made to the Paying Agent; or (ii) the
payment date of the Series 1999 Bonds as specified in the Demand for Payment presented
by the Paying Agent to the General Counsel of Ambac Assurance, Ambac Assurance will
make a deposit of funds in an account with the Paying Agent or its successor, in New
York, New York, sufficient for the payment to the Paying Agent, of amounts which are
then due to the Paying Agent under the Resolution (as specified in the Demand for
Payment) up to but not in excess of the Surety Bond Coverage, as defined in the Surety
Bond; provided, however, that in the event that the amount on deposit in, or credited to,
the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds,
in addition to the amount available under the Surety Bond, includes amounts available
under a letter of credit, insurance policy, surety bond or other such funding instrument
(the "Additional Funding Instrument"), draws on the Surety Bond and the Additional
Funding Instrument shall be made on a pro rata basis to fund the insufficiency.
(b) the Paying Agent shall, after submitting to Ambac Assurance the Demand for
payment as provided in (a) above, make available to Ambac Assurance all records
relating to the funds and accounts maintained under the Resolution.
ORL#504734.03
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(c) the Paying Agent shall, upon receipt of moneys received from the draw on the
Surety Bond, as specified in the Demand for Payment, credit the subaccount in the
Reserve Account created for the benefit of the Series 1999 Bonds to the extent of moneys
received.pursuant to such Demand.
(d) the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds shall be replenished in the following priority: (i) principal and interest on
the Surety Bond and on the Additional Funding Instrument shall be paid from first
available Pledged Revenues on a pro rata basis; (ii) after all such amounts are paid in full,
amounts necessary to fund the subaccount in the Reserve Account created for the benefit
of the Series 1999 Bonds to the required level, after taking into account the amounts
available under the Surety Bond and any Additional Funding Instrument shall be deposit
from next available Pledged Revenues.
SECTION 23. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders of the Series 1999 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 the Series 1999 Bonds that neither the
Issuer nor any Person under its control or direction will make any use of the proceeds of such
Series 1999 Bonds (or amounts deemed to be proceeds under the Code) in any manner which
would cause such Series 1999 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 1999 Bonds to become includable in the gross
income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of the Series 1999 Bonds that it will
comply with all provisions of the Code necessary to maintain the exclusion of interest on such
Series 1999 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 United States
Treasury pursuant to the Code.
SECTION 24. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all Series 1999 Bonds the principal, redemption premium, if any, and interest due or
to become due thereon, at the times and in the maImer stipulated herein and in the Series 1999
Bonds, then the covenants, agreements and other obligations of the Issuer to the Bondholders,
shall thereupon cease, tem1inate and become void and b~ discharged and satisfied. If the Issuer
shall payor cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding
Series 1999 Bonds the principal or redemption premium, if any, and interest due or to become
due thereon, at the times and in the manner stipulated herein, such Series 1999 Bonds shall cease
to be entitled to any benefit under this Resolution, and all covenants, agreements and obligations
ORL#504734.0J
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of the Issuer to the Holders of such Series 1999 Bonds shall thereupon cease, terminate and
become void and be discharged and satisfied.
(B) The Series 1999 Bonds, redemption premium, if any, and interest due or to become
due for the payment or redemption of which moneys shall have been set aside and shall be held
in trust (through deposit by the Issuer of funds for such payment or redemption or otherwise) at
the maturity or redemption date thereof shall be deemed to have been paid within the meaning
and with the effect expressed in paragraph (A) of this Section 24. Any Outstanding Series 1999
Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within
the meaning and with the effect expressed in paragraph (A) of this Section if (i) in case of said
Series 1999 Bonds are to be redeemed on any date prior to their maturity, the Issuer shall have
given to the escrow agent iJ;1structions accepted in writing by the escrow agent to notify Holders
of Outstanding Series 1999 Bonds in the manner required herein of the redemption of such
Series 1999 Bonds on said date and (ii) there shall have been deposited with the escrow agent
either moneys in an amount which shall be sufficient, or Federal Securities (including any
Federal Securities issued or held in book-entry form on the books of the Department of the
Treasury of the United States) the principal of and the interest on which when due will provide
moneys which, together with the moneys, if any, deposited with the escrow agent at the same
time, shall be sufficient, to pay when due the principal of or premium, if any, and interest due
and to become due on said Series 1999 Bonds on or prior to the redemption date or maturity date
thereof, as the case may be.
Notwithstanding anything herein to the contrary, in the event that the principal and/or
interest due on the Series 1999 Bonds shall be paid by Ambac Assurance pursuant to the
Municipal Bond Insurance Policy, the Series 1999 Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the
assignment and pledge of the Pledged Revenues and all covenants, agreements and other
obligations of the Issuer to the registered owners shall continue to exist and shall run to the
benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the rights of such
registered owners.
SECTION 25. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure requirements of the
Rule with respect to the Series 1999 Bonds, that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time
the Issuer delivers the Series 1999 Bonds to the participating underwriter or underwriters, as it
may be amended fi'om time to time in accordance with the temlS thereof. Notwithstanding any
other provision of this Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an Event of Default hereunder. However, the
Continuing Disclosure Certificate shall be enforceable by the Series 1999 Bondowners in the
event that the Issuer fails to cure a breach thereunder within a reasonable time after written
notice from a Series 1999 Bondowner to the Issuer that a breach exists. Any rights of the Series
1999 Bondowners to enforce the provisions of the covenant shall be on behalf of all Series 1999
Bondowners and shall be limited to a right to obtain specific perfonnance of the Issuer's
obligations thereunder.
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SECTION 26. SEVERABILITY. If anyone or more of the covenants, agreements or
provisions of this Resolution should 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 or shall in any manner be held to adversely affect the
validity of the Series 1999 Bonds, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants, agreements or provisions
of this Resolution or of the Series 1999 Bonds issued hereunder.
SECTION 27. SALE OF BONDS. The Series 1999 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 requirements of this Resolution and other
applicable provisions oflaw.
SECTION 28. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Series 1999 Bonds and this Resolution, and they are
hereby authorized to execute and deliver all documents which shall be required by Bond Counsel
or the initial purchasers of the Series 1999 Bonds to effectuate the sale of the Series 1999 Bonds
to said initial purchasers.
SECTION 29. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Bonds shall be personally liable therefor
or be subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 30. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
pacts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
ORL#504734.03
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SECTION 31. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
: ADOPTED this 14th day of June, 1999.
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City Attorney
ORL#504734.03
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EXHIBIT 2
RESOLUTION NO. 99-~82
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AUTHORIZING CERTAIN OFFICIALS OF THE CITY OF WINTER
SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE PURCHASE OF A SURETY BOND FROM
AMBAC ASSURANCE CORPORATION FOR DEPOSIT TO THE
SUBACCOUNT IN THE RESERVE ACCOUNT SECURlNG THE CITY'S
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1993; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, The City of Winter Springs, Florida (the "City") did on May 24, 1993 issue
its $9,365,000 Improvement Refunding Revenue Bonds, Series 1993 (the "Bonds"); and
WHEREAS, the City in connection with the issuance of the Bonds created a Subaccount
in the Reserve Account for the benefit of the holders of the Bonds which Subaccount was at the
time of delivery of the Bonds and has at all times subsequent to such delivery been funded with
cash and permitted investments; and
WHEREAS, the City and its representatives have had discussions with Ambac Assurance
Corporation ("Ambac") regarding the deposit of a surety bond issued by Ambac to the
Subaccount of the Reserve Account created for the benefit of the holders of the Bonds in
substitution of all of the cash and investments on deposit therein; and
WHEREAS, in accordance with the provisions of the City resolutions authorizing the
issuance of the Bonds, the consent of Ambac to such substitution has been obtained and is
attached hereto; and
WHEREAS, the City now desires to authorize certain officials of the City to take all
necessary action necessary to achieve such substitution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS, FLORIDA, as follows:
SECTION 1. The Mayor, the City Clerk, the City Manager and the Finance Director of
the City (collectively the "City Officers"), Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A. as Bond Counsel to the City, Kruppenbacher & Associates, Counsel to the City, and First
Southwest Company, the City's Financial Advisor, are hereby authorized and directed to take all
actions necessary or desirable, including but not limited to, the execution and delivery of a
commitment, in connection with the purchase of such surety bond from Ambac for deposit to the
Subaccount of the Reserve Account in substitution of all of the cash and investments then on
deposit in such subaccount.
ORL#50S652.0 I
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SECTION 2. The amounts to be released from such subaccount in the Reserve Account
shall be used to pay costs of the 1999 Project as defined in the resolutions of the City authorizing
the issuance of the City's Improvement Refunding Revenue Bonds, Series 1999.
SECTION 3. Approval of Prior Actions. All actions taken to date by the members of
the City Commission and the officers, agents, and employees of the City in furtherance of the
purchase of such surety bond are hereby approved, confinned and ratified.
SECTION 4. Inconsistent Resolutions and Motions. All prior resolutions of the City
inconsistent with the provisions of this Resoiution are hereby modified, supplemented and
amended to conform with the provisions herein contained and, except as so modified,
supplemented and amended hereby, shall remain in full force and effect.
SECTION 5. Effective Date. This Resolution shall become effective immediately upon
its adoption.
ADOPTED this 14th day of June, 1999.
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CITY
TER S~RINGS, FLORID~.3
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Mayor
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ATTEST:
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City Clerk .
Approved as to form and legal sufficiency:
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, City Attorney
ORL#508652.01
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EXHIBIT 3
O~'. '.0
J~N j 03 " 99 15: "46:"FifHAN I FEN.fM'HP:~5;~ro.~L>~I=L::'. ~ .: : .': .' . .', TO .3276688
P.07/07
AGGREGATE DEBT SERVICE
City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 1999
Refunding of Series 1989 (1999-2007)
With New Money ($5,600,000 Project Fund)
Rates as of 611/99
Improvement
Refunding
Period Revenue Bonds, Aggregate
Ending Series 1999 1993 Bonds 1997 Loan Debt Service
10/01/1999 222,218.65 493,907.50 132,983 849,109.15
1 % 1/2000 389,130.00 491,837.50 132,604 1,013,571.50
10/01/2001 402,830.00 489,767.50 131,981 1,024,578.50
1 % 1/2002 414,734.00 492,697.50 131,122 1,038,553.50
10/01/2003 555,542.00 495,147.50 1,050,689.50
1 % 1/2004 565,137.00 492,342.50 1,057,479.50
1 % 1/2005 573,329.50 494,537.50 1,067,867.00
1 % 1/2006 584,937.50 491,387.50 1,076,325.00
1 % 1/2007 364,821.50 718,237.50 1,083,059.00
1 % 1/2008 137,995.50 958,012.50 1,096,008.00
1 % 1/2009 155,548.00 959,400.00 1,114,948.00
1 % 1/20 1 0 172,150.50 959,212.50 1,131,363.00
10/01/2011 187,733.00 962,450.00 1,150,183.00
10/01/2012 202,270.50 958,850.00 1,161,120.50
1 % 112013 210,750.00 958,675.00 1,169,425.00
1 % 1/2014 228,250.00 959,900.00 1,188,150.00
1 % 1/20 15 239,500.00 958,925.00 1,198,425.00
10/01/2016 244,750.00 960,750.00 1,205,500.00
10/01/2017 259,250.00 959,250.00 1,218,500.00
10/01/2018 262,500.00 960,750.00 1,223,250.00
1 % 1/20 19 1,246,894.75 1,246,894.75
1010 1I2020 1,245,438.12 1,245,438.12
1 % 1/2021 1,246,382.60 1,246,382.60
10101/2022 1,247,372.83 1,247,372.83
1 % 112023 1,248,317.47 1,248,317.47
1 % 1/2024 1,254,399.30 1,254,399.30
1 % 1/2025 1,255,361.90 1,255,361.90
10/0 1/2026 1,256,314.28 1,256,314.28
10/01/2027 1,257,338.50 1,257,338.50
10/01/2028 1,258,270,21 1,258,270.21
10/01/2029 1,254,166.67 1,254, l66.67
20,143,634.27 15,216,037.50 528,690 35,888,361.77
03-Jun-99 2:38 pm Prepared by DEe Finance
(4.200 Winter Springs: 1989K-89REF,NEW6M) Page 9
EXHIBIT 4
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THIS PRELIMINARY OFFICIAL STATEMENT DATED JUNE 8,1999
NEW ISSUE - BOOK ENTRY ONLY
See "MUNICIPAL BOND INSURANCE" and I'RATINGS" herein
Tn the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published rulings and court decisions, and assuming
continuing compliance by the City with certain tax covenants, interest on the Series 1999 Bonds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporatiolls. However,
see "TAX EXEMPTION" herein fora description of the federal alternative minimum tax un corporatiolls and certain other federal tax consequences of
ownership of the Series 1999 Bonds. Bond Counsel is further of the opinion that the Series 1999 Bonds are exempt from aLL present intangible personal
property taxes imposed pursuant to Chapter /99, Florida Statutes. Furthermore, in the opinion of Bond Counsel, based on representations of the City,
the Series 1999 Bonds are "qualified tax-exempt obligations" within the meaning of Section 26/i (b) (:J) of the tntemal Revenue Code of 1986, as amended.
(See "TAX EXEMPTION" herein).
$8,000,000.
CITY OF WINTER SPRINGS, FLORIDA
Improvement Refunding Revenue Bonds,
Series 1999
Current Interest Bonds Dated: June 15, 1999
Capital Appreciation Bonds Dated: Date of Ddivery
Thl~ City of Winter Springs, Florida {thl~ "City"} is issuing its Improvement Refunding I{evenue Bonds, &~ries 1!-l99 (thl~ "Series 1999 Bonds") only in the form
of fully registered bonds in the denomination of $5,000 principal amount or any integral multiple then~of in thl~ alse of Series 1999 Bonds which pay inten!st sl~mi-
unnually {"Scries 1999 Current Interest Bonds"), and in the orib..;nal principal amounts set forth hen'in ~~r $!),OOO accreted value at maturity or any integral multiple
thereofin the case of Series 1999 Bonds which do not pay inh~rl~st until maturity or redemption ("Scries 1999 Capital Appreciation 13onds"). The Series 1999 Capiw.l
Appreciation Bonds bear interest payable only at maturity nr upon earlier redemption in amounts determinl~d by reference to the Table of Accreted Values included
hl~rt~in, which includes both the original principal amount and intl~rest compounded semi-annually on euch April 1 and October I, commencing October I, 199\-1, The
Series 1999 Current Interest Bonds will bear interest at the fixed rates set forth below payable semi.annually on I~ach April 1 and October I, commencing October 1,
1999. The Series 1999 Bonds, when issUt~d, will bl~ n~gistered in the name of Cede & Co., as nominel~ for Thl~ Ik~Jsitol)'Trust Company, New York, New York ("D'J'C")
which will act us sccurities depository for the Scries 1999 Bonds. Purchasesofbeneficial intl~rests in the Series 1!199 Bonds will he made in book-entry form. PUrcha51~rs
ofthl~ Sl:ries 1999 Bonds ("Beneficial Owners") will not wceivl~ physical deli vel}. of Series 1999 Ronds. AccllrdinJ..:ly, principal of and interest on the Series 1999 Curnmt
Interest Bonds and the Accreted Value of the Series 1999 Capital Appreciation Bonds will be paid by SunTrllst Bank, CI~ntral florida, National Association, Orlando,
Floridu, as paying agent directly to DTC as thl~ rt~b..;skred owner thereof. Disbursements of such pUyml~nts to thl: DTC Participants is the responsibility of UTe und
dishursements ofliuch payments to the Beneficial Owners is the responsibilityofDTC Pal'ticipantsund Indin:ct I'urticipants, as more fully described herein. See "1'1 IE
SEIHER 19\-19 BONDS - Book-Entry Only System" herl~in.
Due: October 1, as shown below
Certain of the Series 1999 Bonds are suhject to optionul und mandatory redemption prior to rnuturily us sd forth hl~n~in.
The Series 1999 Bonds arc being- issued pursllant tll Chapter 166, Part II, F'lorida Statutes, the City (;hUl'll~r and Iksolutilln No. 615 of the City ud()Pll~d by lhe
City Commission on May 1, 1989 as amended and suppll:ml~nted and particularly as amended and suppll~nwnkd hy Iksolution No. _ of the City adopted hy the City
Commisllion on June ,1999 as supplementl:d ({~ollectivdy the "Resolution") to (i) currently rt~fund uIl of' the City's outstanding Improvement Rdunding- I{l~vlmlll~
Bonds, Series ]989 (th-;;-;'Refunded Ronds"), (ii) financl~the aCljuil,ition and construction ofvariouscapitul improveml~ntswithin the jurisdiction oftheCity (iii) purchuse
a surdy bond for deposit to the subaccount in the Hesl~rve Account created for the benefit of the Series 199!-l Blllld!>, and (iv) finance the eosts ofissllance ofthl~ Series
1999 Bonds including the municipal bond insurancl~ pn~mium.
The Series 1999 Bonds are payable from and secun~ by a first lien upon and pledge of the frunchise fl'I~S levil~d and co\ll.-'Cted by the City from Florida Power
Cnrporution for a period ofthirty years from April 1, 1984 (the "Franchise Fees") and the public service tax h~vil:d and collected by the City on purchases ofdectricity,
metered or bottled gas, water service and local h~h:phnne and telegraph service within the corpuratl~ limit!> of the City pursuant to Section 166.231, J-'Ioridn Statuh:s
and un ordinance duly enacted by the City Commission on March 27, 1989, as amended and supplementl~d (the "Public Service Tax" collectively with the FranchiSI~
FI~es the "Excise Taxes"). The current franchise with Florida Power Corporation expires prior to the final maturity of the Series 1999 Bonds, Thl~ lit~n
ofthl! Series 1999 Bonds on the Excise Taxes is on a parity with the lien thereon of the City's outstanding- Imprm.eml:nt Rl~funding Revenue Ronds, Serie;; 199:1 (thl~
"Parity Bonds").
The Series 1999 Bonds shall not be Or constitute general obligations or indebtedness of the City as "bonds" within the meaning of the Florida
Constitution, but shall be special obligations of the City, payable solely from the Excise Taxes in accordance with the tenns of the Resolution. No
Holder of any Series 1999 Bond shall ever have the right to compel the e](ercise of any ad valorem taxing power to pay such Series 1999 Bonds, or
be entitled to payment of such Series 1999 Bonds from any moneys of the City except as provided in the Resolution.
I'ayml~nt(}ftheprincipal of and interest on theSel'ies I!lB!l Bonds, when due will be insured by u municipal bond insuraneepolicy to be issued by Ambuc Assu)'unCl~
Corporution simultaneously with the deliver'y of thl~ Sl~ries 1mm Bonds.
Ambac
Fordiseussion of the terms and provisions of such policy, including the limitations thereof, sl!I,"MUNI{;1 PAl, H<)ND INSUHANCE" herein and Appendix 11 hl~J'l~t.().
This cover page contains certain information for ljuick reference only. It is not a summary of lhl~ SI~ril~H 1999 Bonds. Investors must read thl~ Imtire Oniciul
Stutmmmt to obtain information essential to thl: making of an informed investment decision.
MATURJTIES. Al\10UNTS, INTEREST RATES, AND PRICES OR YIELDS
Current Interest Bonds
$
Serial Honds
Maturities
October I
Amounts
Interest I{atl~s
I'ricesor Yields
$ % Term Bonds, due October 1, ,Yield %
- (plus flccl.ulJd interest from ,June Hi, 1999) -
Capital Appreciation Bonds
Maturity
October'1
Ori..rinul Principal
Amount
Initiul Amount pm.
$5000 al Maturitv
Approximate Yidd
to Muturilv
The Sl~ries 1999 Bonds are offered whl~n, as and if issued by the City and accepted by the Undl~rwrikr:l subject to the approving leb'lll opinion of Curl ton, I<'idds,
Ward, Emmanuel, Smith & Cutler, P.A., Orlando, J"lnrida, Bond Counsel. Certain legal matter!> will he passed on for thl~ City hy its counsel, Kruppenbacher &
Assucilltes, Orlando, Florida and by Carlton, Fields, Ward,l~mmanuel, Smith & Cutler, P.A., Disclosure Counsel. First SoulhwestCompany, Orlando, Flnridu is acting
as Financial Advisor to the City in connection with the issuance of the Series 1999 Bonds. The St~ries l!l!lB Bonds are expt~cted to he delivered through the facilities
ofTh" Dllpository Trust Company in New York, Nnw York on or about July_, 1999.
U Hanifen,lmhoff Inc. Gardnyr Michael Capital, Inc.
,,__lien<....
Duted__, 1999
. Preliminary, subject to change.
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
Paul P. Partyka - Mayor
Cindy Gennell- Vice Mayor/Commissioner
Robert S. Miller - Commissioner
Michael S. Blake - Commissioner
Edward Martinez, Jr. - Co~issioner
David McLeod - Commissioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
!!
Kruppenbacher & Associates
,. '.o'
0; .,...
FINANCIAL ADVISOR
First Southwest Company
INTERIM CITY CLERK
Andrea Lorenzo- Luaces
FINANCE DIRECTOR
Harry E. Martin
AUDITORS
Deloitte & Touche LLP
BOND COUNSEL
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
Orlando, Florida
"
No dealer, broker, salesman or other person has been authorized by the ,City or the Underwriters to give any
information or to make any representations with respect to the Series 1999 Bonds other than as contained in this
Official Statement, and if given or made such other information or representations must not be relied upon as having
been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Series 1999 Bonds by any person in any jurisdiction
in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has
been obtained from sources which are believed to be reliable, however, this information is not guaranteed as to
accuracy and is not to be construed as a representation of such by the City or the Underwriters. Any statements in
this Official Statement involving estimates, assumptions and matters 'of opinion, whether or not so expressly stated,
are intended as such and not as representations of fact, and the City- expressly makes no representation that such
estimates, assumptions and opinions will be realized or fulfilled. :Theinformation and expressions of opinion stated
herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made
hereunder shall under any circumstances create any iinplication that there has been no change in the information or
opinions set forth herein after the date of this Official Statement.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 1999 BONDS
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAYBE DISCONTINUED AT ANY TIME.
THE SERIES 1999 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCuRACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not
purport to be comprehensive or' definitive. All references to such documents are qualified in their entirety by
reference to the particular document, the full text of which may contain qualifications of and exceptions to
statements made herein. Where full texts have not been included as appendices to this Official Statement they may
be obtained from the City of Winter Springs, Florida, City Hall, 1126 East State Road 434, Winter Springs, Florida
32708-2799 (407) 327-1800, Attention: City Clerk, upon prepayment of reproduction costs, postage and handling
expenses.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
TABLE OF CONTENTS
SUMMARY STATEMENT ......... .................. ...... ...................;.... ......... ......................:........ ......... .......... ..... .............. vi
The City..... ................................................................................................................................;.................. vi
The Series 1999 Bonds. ..................................................................... .... ......... ..:.. ................:.........:................ vi
Purpose of the Series 1999 Bonds .................:..........................,................................................................... vi
Security for the Series 1999 Bonds ..................................................................:.....................:..:.................. vi
Redemption.................................... ,....................................................................................................... ..:... vii
Municipal Bond Insurance ...... ...............................................................:.................................................... vii
Professionals................................ ............................................. ..................................................... .'.:. .......... vii
Delivery of the Series 1999 Bonds ............................................................................................................; viii
Additional Bonds........................................ ..................................................:............................ .:............... viii
Authorizing Resolution and Defmitions.......................................................................................:............. viii
Continuing Disclosure........................................ ....;........................................................... ,....... .'....:.......... viii
Additional Information......................:...:.................................................................................................... viii
Miscellaneous.......................... ...._..:............. .............................................................................................. viii
INTRODUCTION ..............................................;...........:................................................. .......:............:....................... 1
PURPOSE OF THE SERIES 1999 BONDS .................................~..........................................................................:.. 2
. THE PRO.TECT............................. ........................................... ,. ...... ............................................................. ,.............. 2
PLAN OF REFUNDING ..;0.;..............................................................:........................................................::....;.........2
, DEBT. SERVICE REQUIREMEN.TS... ..... .......................................................... .....:...... ..... ..................-..... ....:...........3
ESTIMATED SOURCES AND USES OF FUNDS ................:...................:..............................................................4
. THE SERIES 1999 BONDS..................... ......................................:..................................... ;......:............................ .:..4
General Description.... ..................... ............................................................................... .;....... .'.....................4
Redemption......,....................... ....................... ..............................................................:............................... 5
Optional Redemption of Series 1999 Bonds ................................................................................... 5
Mandatory Redemption of Series 1999 Bonds..................................._............................................ 5
Redemption Notice and Effect of Redemption.................................:................. :..........................................5
Book-Entry Only System................................ ............................................. .'................................................ 6
DTC Year 2000 Compliance ..........................................................................................................................7
SECURITY FOR THE SERIES 1999 BONDS........................................................................................................... 8
Pledge Under the Resolution to Secure the 1999 Bonds .........................:..................................................... 8
Flow of Funds.................................................................................................................. .............................. 8
Reserve Account............................................................................................................................................ 9
Debt Service Reserve Fund Ambac Assurance Surety Bond ...........................................:......................:..... 9
Additional Bonds......................................................................................................................................... 10
Investments......................................................................................... .................................................... ..... 10
Other Covenants..... .... ........................................................ ......................................................................... 11
PUBLIC SERVICE TAX AND FRANCHISE FEES ............................................................................................... 11
1ll
Public Service Tax................................. ....................................................................................................... II
Franchise Fees................................................................................................................................. ............ 12
MUNICIPAL BOND INSURANCE ......................................................................................................................... 14
Payment Pursuant to Municipal Bond Insurance Policy............................................................................. 14
Ambac Assurance Corporation........:........................................................................................................... 15
Available Information .... ......... ........... ........................ .......................... ..... ........ ....... .............. ........ ............. 16
Incorporation of Certain Documents by Reference .....................................................................,............... 16
Ambac Assurance Year 2000 Readiness Disclosure ................................................................................... 17
THE CITy....................................................................................................................... -...........:............................. 17
Year 2000 Readiness ................................................................................................................................... 17
LITIGATION.......................................................................................................................... .................................. 18
LEGAL MA TIERS. ... ..................... ........... ........................ ............... .................. ..... .... .... .......... ......... .... .... .;.. .......... 18
TAX EXEMPTION ............................. .............. ................ ............... ..... ..... ............. ......... .... ................ ..................... 19
General .. _. .. .......... ........ ... ... ........... ......... . ...... ......... . ........ ...... .... . ...... . .. ... ........... .... ... .......... ... ...................... 19
TAX TREATMENT OF ORlGINAL ISSUE DISCOUNT....................................................................................... 20
PAYING AGENT YEAR 2000 COMPLIANCE ...................................................................................................... 20
UNDERWRITING ..... .... ... ....... .................. ...... .... ......... ................ .......... ....... ..... ....-.. ........... ..... ....... .... ............. .......20
FINANCIAL ADVISOR ...... ... .... ........_..................... .......... .... .......... .............. ... .... ..... ......... ... ..... ...... ... ..... ...............21
INVESTMENT POLICy.... ....... ..... .................... ..... ... ............ ........ ......... ...... ............ ......... ... ... .... .... ... ............ .........21
RATINGS........................................................................................... _...................................................................... 21
FINANCIAL STATEMENTS ....... ........ ........ ....... ............... .............. ....... ..... ............... .................. .................. ......... 21
CONTINUING DISCLOSURE.... ...... ...... ...................... .... ......... ...... ..... ...... ....... ............ .... ... .... ....... ............ ........ ....21
VERlFICATION OF MATHEMATICAL COMPUTATIONS ................................................................................ 22
DISCLOSURE REQUIRED BY FLORlDA BLUE SKY REGULATIONS............................................................ 22
ENFORCEABILITY OF REMEDIES ....................................................................................................._................22
MISCELLANEOUS. ... ........... .......... ............ ........... .... ...... ...... ....... .................. .......... .......... ..... ... ...-......................... 22
CERTIFICATE AS TO OFFICIAL STATEMENT..................................................................................................23
APPENDIX A
APPENDIX B
. APPENDIX C
APPENDIX D
AJ>PENDIX E
APPENDIX F
APPENDIXG
City of Winter Springs, Florida General Information
Form of the Resolution
General Purpose Financial Statements and Independent Auditors' Report for the Fiscal Year
Ended September 30, 1998
Specimen Municipal Bond Insurance Policy
Form of Opinion of Bond Counsel
Form of Continuing Disclosure Certificate
Table of Accreted Values
IV
SU~ARYSTATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the f"cts material to making an
investment decision. The offering by the City of Winter Springs, Florida, of its $8,000,000. Improvement
Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), to potential investors is made only by means of
the entire Official Statement. No person is authorized to detach this Summary Statement from the Official
Statement or otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this
Summary Statement shall have'the same meaning as in the Resolution (as hereinafter defined), unless the context
would clearly indicate otherwise. See "Form of the Resolution" - Appendix B hereto.
. .
The City
The City of Winter Springs, Florida (the "City") was origi!1ally incorporated in 1959 under the name of the
Village of North Orlando and became the City of Winter Springs m 1972. The City is located m southern Seminole
County in central Florida. Adjacent municipalities are Longwood,Casselberry and Oviedo. The City's estimated
1998 population was 28,404. The City-is served by a' City Commission - City Manager form of government
consisting of a Mayor, five commissioners and a City MaI?-ager. The Mayor and City Commissioners are elected for
three-year terms. The Mayor votes on matters coming before' the' City Commission only if needed to break a tie vote
among the other City Commissioners. The City Manager is appointed by the City Commission.
For additional information concerning the Ci.ty, see Appendices A and C hereto.
The Series 1999 Bonds
The Series "1999 Bonds are being issued in fully registered form in the name of Cede &Co~, as nominee for'
The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the .
Series 1999 ~onds. The Series 1999 Bonds will be available to purchasers in denominations of $5,000 and integral
multiples thereof in the case of the Series 1999 Bonds which pay interest semiannually (the "Series 1999 Current:
Interest Bonds"), and in the original principal amounts set forth herein per $5,000 Accreted Value at maturity or any
integral multiple thereof in the case of Series 1999 Bonds which do not pay interest until maturity or redemption
("Series 1999 Capital Appreciation Bonds"). Interest on the Series 1999 Current Interest Bonds is payable on
October 1, 1999 and on each April 1 and October I thereafter lltltil maturity or redemption. The $eril;s ~999Capital
Appreciation Bonds bear interest payable only at matUrity or upon earlier redemption in: amounts determined by
reference -to the Table of Accreted Values included herein, which indud~s both the original' prillcipal amount and
interest compounded semi-animally on each April 1 and October 1, commencing October 1, 1999> Amoup'ts'due o.n'
the Series 1999 Bonds will be paid to Cede & Co., as nominee for DTC, as registered owner of the Series 1999
Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial Owners of t4e Series 1999
Bonds. See "THE SERIES 1999 BONDS" herein. "
Certain of the Series 1999 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "THE SERIES 1999 BONDS - Redemption" h~rein. .
Purpose of the Series 1999 Bonds
The Series 1999 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. _ of the City adopted by the City Commission
on , 1999 as supplemented (collectively, the "Resolution") to (i) currently refund all of the City's
outstanding Improvement Refunding Revenue Bonds, Series 1989 (the "Refunded Bonds"), (ii) finance the
acquisition and construction of various capital improvements within the jurisdiction of the City (iii) purchase a
surety bond for deposit to the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds,
and (iv) finance the costs of issuance of the Series 1999 Bonds including the municipal bond insurance premium.
. Preliminary, subject to change
v
See "PURPOSE OF THE SERIES 1999 BONDS," "THE PROJECT," "PLAN OF REFUNDING" and
"ESTIMATED SOURCES AND USES OF FUNDS" herein.
Security for the Series 1999 Bonds
The Series 1999 Bonds are payable from and secured by a first lien upon and pledge of the franchise fees levied and
collected by the City pursuant to City Ordinance No. 290, pursuant to which the City granted an' electric franchise to Florida
Power Corporation for a period of thirty years from April 1, 1984 (the "Franchise Fees") and the public service tax.levied and
collected by .the City pursuant to Section 166.231, Florida Statutes and an ordinance duly enacted by the City Commission on
March 27, 1989, as amended and supplemented (the "Public Service Tax" collectiyely with the Franchise Fees, the "Excise
Taxes"). The current franchise with Florida Power Corporation expires prior to the final maturity of the Series 1999
Bonds. The lien of the Series 1999 Bonds on the Excise Taxes is on a parity with the lien thereon of the City's outstanding
Improvement Refunding Revenue Bonds, Series 1993. See "SECURITY FOR THE SERIES 1999 BONDS" herein.
The Series 1999 Bonds shall not be or constitute general obligations or indebtedness of the City as
"bonds" within the meaning of the Florida Constitution, but shali be special obligations of the City, payable
solely from the Excise Taxes in accordance with the terms of the Resolution. No Holder of any Series 1999
Bond shall everhave the right to compel the exercise 'orany ad valorem taxing power to pay such Series 1999
Bonds, or be entitled! to payment of such Series '1999 BQnds from any moneys of the City except as provided
in the Resolution.
,\
The Resolution provides that a stpn equal to the Reserve Requirement shall be deposited in the subaccount
in the Reserve Account created for the benefit of the Series 1999 Bonds at the time of delivery of the Series 1999
Bonds and shall be used only for the purposes provided in the Resolution. The "Reserve Requirement" is defined as
the lesser of (i) the Maximum Bond Service Requirement for the Series 1999 Bond, (ii) 125% of the Average
Annual Bond Service Requirement for the Series .1999 Bond or (iii) 10% of the proceeds of the Series 1999 Bonds.
The City will, in connection with the issuance of the Series 1999 Bonds, purchase from Ambac Assurance
Corporation. for deposit to such subaccount in the Reserve Account a surety bond in a face amount equal to the
Reserve Requirement for the Series 1999 Bonds. See "SECURITY FOR THE SERIES 1999 BONDS - Debt
Service Reserve Fund Ambac Assurance Surety Bond".
Redemption
The Series 1999 Bonds maturing on or after October 1, _ are subject to optional redemption on or after
October 1, _ at the redemption prices described herein. The Series 1999 Bonds maturing on October 1, _ are
subject to mandatory sinking fund redemption beginning October 1, _' See "THE SERIES 1999 BONDS -
Redemption" herein.
Municipal Bond Insurance
Payment of the principal of and interest on the Series 1999 Bonds, when due, will be insured by a
municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of
the Series 1999 Bonds. See "MUNICIPAL BOND INSURANCE" herein and Appendix D hereto.
Professionals
SunTrust Bank, Centra:! Florida, National ,Association, Orlando, Florida will serve as Registrar and Paying
A~ent pursuant to the Resolution and as Escrow Holdet:_ pursuant to the Escrow Deposit Agreement.
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Orlando, Florida, is serving as Bond Counsel and
Disclosure Counsel. Kruppenbacher & Associates, Orlando, Florida, is the City Attorney.
Deloitte & Touche LLP is the City's auditor.
First Southwest Company, Orlando, Florida is the City's financial advisor and McGladrey & Pullen is
serving as the verification agent.
VI
Some of the professionals will be compensated from a portion of the proceeds of the Series 1999 Bonds,
identified as "Costs of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Such compensation in some instances, but not in regard to the City's auditor, is contingent upon the issuance of the
Series 1999 Bonds and the receipt of the proceeds thereof.
Delivery of the Series 1999 Bonds
It is anticipated that the Series 1999 Bonds in fully registered form will be available for delivery through
the facilities of The Depository Trust Company on or about July _, 1999.
Additional Bonds
Subject to certain conditions set forth in the Resolution, the City may from time to time issue Additional
Parity Obligations, (as hereinafter defmed) that are payable from and secured by a first lien on and pledge of the
Excise Taxes on a parity with the Series 1999 Bonds and the Parity Bonds then Outstanding. See "SECURITY FOR
THE SERIES 1999 BONDS - Additional Bonds" herein.
Authorizing Resolution and Definitions
A copy of the form of the Resolution is set forth in Appendix B hereto. Definitions of certain capitalized
words used in this Official Statement and not otherwise defined herein have the meaning ascribed to such terms in
the Resolution.
Continuing Disclosure
The City has agreed and undertaken for the benefit of the Holders of Series 1999 Bonds, to provide certain
financial information and operating data. relating to the City and 'the 'Series 1999 Bonds and notice of certain
enumerated events pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934. See "CONTINUING
DISCLOSURE" herein. -
Additional Information
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Descriptions of the Series 1999 Bonds, and other agreements and documents contained herein constitute summaries
of certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agre'ements and documents for:a more complete description of such pro\^isions.
I
Investors should contact the City Clerk (407) 327-1800 at City Hall, 1126 East State Road 434, Winter
Springs, Florida 32708-2789, to obtain copies of the Resolution or basic documentation or with questions
concerning this Official Statement of the Series 1999 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by
the City.
MisceIlaneous
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and
complete statements of all matters of fact relating to the Series 1999 Bonds, the security for the payment of the
Series 1999 Bonds, and the rights and obligations of holders thereof.
The information contained in the Official Statement involving matters of opinion or estimates, whether or
not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any
of the estimates will be realized. Neither this Official Statement nor any statement which may have been made
verbally or in writing is to be construed as a contract with the holders of the Series 1999 Bonds,
[END OF SUMMARY STATEMENT]
VB
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LEFT BLANK
OFFICIAL STATEMENT
$8,000,000.
CITY OF WINTER SPRINGS, FLORIDA
,IMPROVEMENT REFUNDING REVENUE BONDS, .
SERIES 1999
INTRODUCTION
The purpose of this Official Statement, including the cover page, Summary Statement and all appendices, is
to set forth certain information in connection with the issuance arid sale by the City of Winter Springs, Florida (the
City") of its $8,000,000* aggregate principal amount ofImprovement Refunding Revenue Bonds, Series 1999 (the
"Series' 1999 Bonds").
The Series 1999 Bonds are issued under and pursuant to Chapter 166, Part II, Florida Statutes, the City
Charter and other applicable provisions of law, and Resolution No. 615 of the City adopted by the City Commission
on M~y 1,) 989 as amended and supplemenred and, particularly as amended. and suppl~mented by Resolution No.
_ of the City adopted by the City Commission on , 199.9, as supplemented (collectively,. the
"Resolution"). See Appendix B, "Form of the Resolution". .
The Series 1999 Bonds are payai:lle from and secured bya firstlien 'upon and pledge of the franchise fees
levied and collected by the City pursuant to City Ordinance No. 290 pursuant to which the City granted an eiecn1c
franchise to Florida Power Gorporation for a period of thirty yt\ars from April 1, 1984 (the "Fr~nchise Fees") and the
public service tax levied and collected by the City pursuant to Sectiori 166.231, Florida Statutes arid an ordinance
duly enacted by the City Commission .on March 27, 1989, as amended 'and suppl~ment~d (the "Public Service Tax"
collectively with the Franchise Fees, the "Excise Taxes"). The current franchise with Florida Power
Corporation expires prior to the final maturity of the Series 1999 Bonds. The lien of the Series 1999 Bonds on
the Excise Taxes is on a parity with the lien thereon of the City's outstanding Improvement Refunding Revenue
Bonds, Series 1993Jthe "Parity Bonds"). The Parity Bonds are currently outstanding in the principal amount of
$8,590,000. See "SECURITY FORTHE SERIES 1999 BONDS" herein.' . :;;~' ; . .
The Series 1999 Bonds shall not be or constitute general obligations or indebtedness of the City as-
"bonds" within the meaning of the Florida Constitution, but shall be special. obligations of the City, payable
solely from the Excise' Taxes in accordimce with the terms of the Resolution. No Holder of any Series 1999
Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 1999
Bonds, or be entitled to payment of such Series 1999 Bonds from any moneys of the City except as provided
in the Resolution.
The Series 1999 Bonds are issuable only in the form of fully registered bonds without coupons in the
denomination of $5,000 principal amount or any integral multiple thereof in the case of Series 1999 Bonds which
pay interest semi-annually ("Series 1999 Current Interest Bonds"), and in the or-iginal principal amounts set forth
herein per $5,000 Accreted Value at maturity or any integral multiple thereof in the case of Series 1999 Bonds
which do not pay interest until maturity or redemption ("Series 1999 Capital Appreciation Bonds"). Interest on the
Series 1999 Current Interest Bonds is payable semi-annually on each April I and October 1, commencing October 1,
1999. The Series 1999 Current Interest Bonds, when issued, will be registered in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial interests in
the Series 1999 Bonds (the "Beneficial Owners") will be made in book-entry only form. Accordingly, principal of
and interest on the Series 1999 Current Interest Bonds and the Accreted Value on the Series 1999 Capital
Appreciation Bonds will be paid by SunTrust Bank, Central Florida, National Association, Orlando, Florida, as
paying agent directly to DTC as the registered owner thereof. Disbursements of such payments to the DTC
Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of DTC Participants and Indirect Participants, as more fully described herein. See "THE SERIES
1999 BONDS - Book-Entry Only System" herein.
.
Preliminary, subject to change
1
... .
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized terms used bl\t I].ot defined h~tein have the same meanings as when used in the Resolution
unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 1999
Bonds are set forth in the Resolution, the form of which is attached to this Official Statement as Appendix B. The
description of the Series 1999 Bonds, the documents authorizing and securing the same, and the information from
various reports and statements contained herein are not comprehensive or defmitive. All references herein to such
documents, reports and statements are qualified by the entire, actual, content of such documents, reports and
statements. Copies of such documents, reports a~d statements referred to herein .that are not included in their
entirety in this Official Statement m<J.Y be obtained, after payment of applicable copying and mailing costs, from the
City of Winter Springs, at City Hall, 1126 East State Road 434, Winter Springs, Florida 32708-2797, Attention: City
Clerk, (407) 327-1800.
PURPOSE OF THE SERIES 1999 BONDS
, The Series 1999 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. _ of the City adopted by the City Commission
on , 1999 as supplemented (collectively, the "Resolution") to (i) currently refund all of the City's
outstanding Improvement Refunding Revenue Bonds, Series 1989 (the "Refunded Bonds"), (ii) fmance the
acquisition and construction of various 'capital improvements within the jurisdiction of the City (iii) purchase a
surety bond for a deposit to the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds,
and (iv) fmance the costs of issuance of the Series 1999 Bonds including the municipal bond insurance premium.
See ."THE PROJECT," "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS"
herein.
THE PROJECT
The City expects to use the proceeds of the Series 1999 Bonds deposited in the Constru~tion Fund, see
"ESTIMATED SOURCES AND USES OF FUNDS" herein, to construct various capital improvements within the
jurisdiction of the City including recreational facilities, public housing projects and traffic control improvements.
., -
The City may amend tlie capital improvements constituting the Projectfrom tUne to time.
PLAN OF REFUNDING
The Refundf:d Bonds, as of the date of delivery of the Series 1999 Bonds, will be outstanding in the
aggregate principal amount of $2,875,000. To effect the refunding of the Refunded Bonds, the City will enter into
an escrow deposit agreement (the "Escrow Agreement") with SunTrust Bank, Central Florida, National Association,
Orlando, Florida, as escrow holder (the "Escrow Holder"). Pursuant to the terms of the Escrow Agreement, the City
will deposit with the Escrow Holder a portion of the proceeds of the Series 1999 Bonds, as well as other available
moneys of the City. Such moneys, other than beginning cash balances, will be applied on the date of delivery of the
Series 1999 Bonds to the purchase of direct obligations of the United States of America (the "Federal Securities").
The Federal Securities shall mature at such times and in such amounts as shall be sufficient to pay the principal of
redemption premium, and interest on such Refunded Bonds on the redemption date of October 1, 1999. Such
Refunded Bonds are subject to redemption on October 1, 1999 at a redemption price of 101% of the principal
amount thereof, plus accrued interest to the redemption date. Upon the deposit of such moneys into the escrow
deposit account (the "Escrow Account") as provided in the Escrow Agreement, in the opinion of Bond Counsel, the
lien of the holders of the Refunded Bonds on the Excise Taxes and other sources pledged to such holders will no
longer be in effect with respect to said Refunded Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
DEBT SERVICE REQUIREMENTS
The following table shows the scheduled annual principal and interest requirements on the Series 1999
Bonds total annual debt service on the Series 1999 Bonds, total debt service for the Parity Bonds and combined debt
service for all such bonds.
Year Series 1999 Bonds Aggregate Series Total Series 1999 Bonds
Ending 1999 Bonds Parity Bonds . and Parity Bonds
(October I) Principal Interest Debt Service Debt Service Debt Service
1999 * $493,907.50
2000 491,837.50
2001 . 489,767.50
2002 492,697.50
2003 495,147.50
2004 492,342.50.
2005 494,537.50
2006 491,387.50
2007 718,237.50
2008 958,012.50
2009 959,400.00
2010 959,212.50
2011 962,450.00.
2012 958,850.00
2013 958,675.00
2014 959,900.00
2015 958,925.00
2016 960,750.00'
2017 959,250.00
2018 960,750.00
2019
2020
2021
2022
2023
2024'
2025
2026
2027
2028
2029
Total $ $ $ $15.216.037.50 $
* Includes accrued interest of $
The City has, in addition to the pledge granted to holders of the Series 1999 Bonds and the Parity Bonds,
granted a subordinate lien in the Excise Taxes to the holders of its Subordinate Improvement Revenue Bonds, Series
1997. Such subordinate bonds mature October 1, 2002 and have a maximum annual debt service of$132,983.
3
ESTIMATED SOURCES AND USES OF FUNDS
Sources of Funds:
Series 1999 Bond Proceeds
Less Net Original Issue Discount
Accrued Interest
City Contribution
$
*
Total Estimated Sources of Funds $
Uses of Funds:
Deposit of Accrued Interest on Series 1999 Current Interest Bonds to Interest Account $
Deposit to Escrow Account for Refunded Bonds
Deposit to Construction Fund for Project
Cost of Issuance( 1)
Total Estimated Uses of Funds $
(1) Includes underwriter's discount, costs of issuance, and other fees and expenses including the municipal
bond insurance and surety bond premiums associated with the issuance of the Series 1999 Bonds.
THE SERIES 1999 BONDS
General Description.
The Series) 999 Bonds are issuable only in the form of fully registered bonds in the denomination of
$5,000 principal amount or any integral multiple thereof in the case of Series 1999 Bonds which pay interest semi-
annually ("Series 1999 Current Interest Bonds"), and in the original principal amounts set forth herein per $5,000
Accreted Value at maturity or any integral multiple thereof in the case of Series 1999 Bonds which do not pay
interest until maturity or redemption ("Series 1999 Capital Appreciation Bonds"). Interest on the Series 1999
Current Interest Bonds is payable semi-annually on each April 1 and October 1, commencing October 1,1999. The
Series 1999 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York ("DTC"). Purchases of beneficial interests in the Series 1999 Bonds (the
"Beneficial Owners") will be made in book-entry only form. Accordingly, principal of and interest on the Series
1999 Current Interest Bonds and the Accreted Value of the Series 1999 Capital Appreciation Bonds will be paid by
SunTrust Bank, Central Florida, National Association, Orlando, Florida, as paying agent directly to DTC as the
registered owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and
disbursements of such payments to the Beneficial Owners is the responsibility of DTC Participants and Indirect
Participants, as more fully described herein. See "THE SERIES 1999 BONDS - Book-Entry Only System" herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Redemption
Optional Redemption of Series 1999 Bonds
The Series 1999 Bonds maturing on or prior to October 1, _, are not redeemable prior to their
respective maturities. The Series 1999 Bonds maturing on or after October 1,' _, are subject to optional
redemption prior to their maturities on or after October 1, _, at the option of the City in whole or in part at any
time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from
any legally available moneys at a redemption price (expressed as a percentage of the principal amount in the case of
Series 1999 Current Interest Bonds or Accreted Value in the case of Series 1999 Capital Appreciation Bonds to be
redeemed) as set forth in the following table, together with accrued interest to the redemption date.
Period During Which Redeemed
(Both Dates Inclusive)
Redemption P.rice
October 1, _ through September 30,_
October 1, and thereafter
101%
100%
Mandatory Redemption of Series 1999 Current Interest Bonds
The Series 1999 Bonds maturing on October 1, _ are subject to mandatory redemption prior to' maturity
in part by lot on October I, ~ and on each October I thereafter, at a redemption price equai to the principal
amount thereof and accrued interest thereon to the date fixed for redemption, without pr~mium from Amortization
Installments through operation of the Redemption Account, as follows:' .
October 1 of Year '
Principal Amount'
$
Redemption Notice and Effect of Redemption
Notice of redemption shall, at least thirty (30) days prior to the rede~ption date, be filed ~ith the Registrar,
and mailed, first class mail, postage prepaid, to all Holders of Series 1999 Bonds to be redeemed at their addresses
as 'they appear on the registration books, but failure to mail such notice to one or more Holders of Series 1999 Bonds
shall not affect the validity of the proceedings for such redemption with respect to Holders of Series 1999 Bonds to
which notice was duly mailed. Each such notice shall set forth the date fixed for redemption, the redemption price
to be paid and, if less than all of the Series 1999 Bonds of one maturity are to be called, the distinctive numbers of
such Series 1999 Bonds to be redeemed and in the case of Series 1999 Bonds to be redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
As long as the book-entry only system is used for determining beneficial ownership of the Series 1999
Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC
Participants, who will in turn be responsible for notifying the Beneficial Owners. Any failure of Cede & Co. to
notify any DTC Participant, or of any DTC Participant to notify the Beneficial Owner of any such notice, will not
affect the validity of the redemption of the Series 1999 Bonds.
5
Any notice of optional redemption, other than with respect to an advance refunding, shall be circulated only
if sufficient fwids have been deposited in the Debt Service Fund to pay the redemption price of the Series 1999
Bonds to be redeemed.
Official notice of redemption having been given, the Series 1999 Bonds or portions of Series 1999 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 City shall default in the payment of the redemption price) such Series 1999'
Bonds or portions of Series 1999 Bonds shall cease to bear interest.
Book-Entry Only System
Unless the book-entry system described herein is terminated, as hereinafter described, The Depository
Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 1999 Bonds. The
Series 1999 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully registered Series 1999 Bond certificate will be issued for each maturity of the
Series 1999 Bonds, in the aggregate principal amount of such Series 1999 Bonds.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code and "clearing agency"
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities
that its participants ("DTC Participants") deposit with DTC. DTC also facilitates the clearance and settlement of
securities transactions among DTC Participants through electronic computerized book-entry changes in DTC
Participant's accounts, thereby eliminating ~he need for physical movement of securities certificates. Access to the
DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its participants are on file with the Securities and Exchange
Commission.
Purchases of the Series 1999 Bonds under the DTC system must be made by or through DTC Participants,
which will receive a credit for the Series 1999 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 1999 Bond (a "Beneficial Owner") is in turn to be recorded on the DTC and Indirect
Participants' records. Beneficial Owners will not receive written confmnation from DTC of their purchase, but
Beneficial Owners are expected to receive written confmnations providing details of the transaction, as well as
periodic statements of their holdings, from the DTC <?r Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Series 1999 Bonds are to be accomplished by
entries made on the books of DTC 'and Indirect PartiCipants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in the Series 1999 Bonds, except in the
event that use of the book-entry system for the Series 1999 Bonds is discontinued.
To facilitate subsequent transfers, all Series 1999 Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 1999 Bonds with DTC and their
. I. ..
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficjal Owners of the S~ries 1999 Bonds; DTC's records reflect only the identity of the DTC Participants
to whose accounts 'such Sen.es 1999 Bonds aie credited, which mayor may not be the Beneficial Owners. The DTC
and Indirect Participants'wiIi remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notic~s and other' communications by DTC to DTC Participants, by DTC Participants and
Indirect Participants, to Beneficial Owners will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time,
6
Neither DTC nor Cede & Co. will consent or vote with respect to the Series 1999 Bonds. Under its usual
procedures, DTC mails an Omnibus Proxy to the City a~ soon as possible after .the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those DTC Participants to whose accounts the Series 1999
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest and Accreted Value payments on the Series 1999 Bonds will be made to DTC.
DTC's practice is to credit DTC Participants~ accounts on the payable date in. accordance with their respective
holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on the payable
date. Payments by DTC or Indirect Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,
premium, if any, Accreted Value and interest to DTC is the responsibility of the City or the Paying Agent,
disbursement of such payments to DTC Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility ofDTC or Indirect Participants.
NEITHER THE CITY OR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE
WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC
PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 1999
BONDS. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DIRECT
P ARTICIP ANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRJNCIP AL OF OR INTEREST ON THE
SERIES 1999 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE
ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR
THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STA TEMENJ'..
The book-entry system may be terminated upon the happening of either of the following: (a) DTC
discontinues providing its services as securities depository by giving reasonable notice to the City and .the Paying
Agent, or (b) the City in its sole discretion elects to terminate the book-entry system by notice to DTC and the
Paying Agent. If the City does not replace DTC, the Registrar shall notify DTC of the availability of defmitive or
temporary Series 1999 Bond certificates (the "Replacement Series 1999 Bonds") to Beneficial Owners requesting
the same in an aggregate outstanding amount representing the interest of each such Beneficial Owner. Definitive
Replacement Series 1999 Bonds shall be issued only upon surrender to the Registrar of the Series 1999 Bonds of
each maturity by DTC, accompanied by registration instructions for the defmitive Replacement Series 1999 Bonds
for such maturity from DTC. Neither the City nc>r the Registrar shall be liable for any delay in delivery of such
instructions and conclusively may rely on and shall be protected in relying on such instnictions of DTC.
In the event the book-entry system is terminated, the transfer and exchange of Series 1999 Bonds shall be
accomplished as described in Appendix B "FORM OF THE RESOLUTION-- Negotiability, Registration and
Transfer of Bonds."
Portions of the foregoing concerning DTC and DTC's Book-Entry System are based on information furnished by
DTC to the City. No representation is made herein by the City, or the Underwriters as to the accuracy or
completeness of such information.
DTC Year 2000 Compliance
DTC management is aware that some computer applications, systems, and the like for processing data
("Systems") that are dependent upon calendar dates, including dates, before, on, and after January 1, 2000, may
encounter "Year 2000 problems." DTC has informed its Participants and other members of the fmancial community
(the "Industry") that it has developed and is implementing a program so that its System, as the same relate to the
7
timely payment of distributions (including principal and income payments) to security holders, book-entry
deliveries, and settlement of trades within DTC ("DTC Services"), continue to function appropriately. This program
includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its service is also dependent upon other parties, including but
not limited to issuers and their agents, as well as third party vendors from whom DTC licenses software and
hardware, and third party vendors on whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third party vendors from whom DTC acquires services to: (i) impress upon
them the importance of such services being Year 2000 compliant; and (ii) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In addition, DTC is in the process of
developing such contingency plans as it deems appropriate.
SECURITY FOR THE SERIES 1999 BONDS
Pledge Under the Resolution to Secure the 1999 Bonds
The Series 1999 Bonds are special obligations of the City and are payable solely from and secured by a fIrst
lien upon and pledge of, (i) the proceeds of the public service tax imposed by the City on the purchase of certain
utilities services within the corporate limits of the City, under the authority of Section 166.231, Florida Statutes and
pursuant to Ordinance No. 454 enacted by the City__ on March 27, 1989 (the "Public Service Tax") and (ii) the
proceeds of franchise fees to be paid for a period of thirty (30) years commencing April 1, 1984, by Florida Power
Corporation, pursuant to an ordinance enacted by the City on March 27, 1984 as amended and supplemented (the
"Franchise Fees") (such Public Service Tax and Franchise Fees are herein collectively referred to as "Excise
Taxes"). See "PUBLIC SERVICE TAX AND FRANCHISE FEES" herein. The current franchise agreement in
favor of Florida Power Corporation pursuant to which the Franchise Fees are paid to the City expires on
March 31,2014 prior to the final maturity of the Series 1999 Bonds.
The Series 1999 Bonds do not constitute a gen~ral indebtedness of the City within the meaning of any
Constitutional, statutory or charter provision or limitations, but will be payable solely from and secured by a lien
upon and pledge of the Excise Taxes. The lien of the Series 1999 Bonds on the Excise Taxes is on a parity with the
lien thereon of the Parity Bonds. The Resolution provides that no holder or holders of any of the Series 1999 Bonds
will ever have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment
of the principal of and interest on the Series 1999 Bonds or to make any sinking fund, or reserve or other payment
provided for in the Resolution. The obligation evidenced by the Series 1999 Bonds shall not constitute a lien upon
any property of or in the City but shall constitute a lien only upon the Excise Taxes in the manner provided in the
Resolution.
Flow of Funds
The Resolution creates an Excise Taxes Fund and requires that all Excise Taxes upon receipt by the City be
deposited therein. The Resolution provides that the Excise Taxes received by the City are immediately subject to
the lien and pledge in favor of the Series 1999 Bonds and the Parity Bonds without any physical delivery or further
act. Excise Taxes in the Excise Taxes Fund are to be deposited monthly to the Debt Service Fund and the accounts
therein in amounts suffIcient to provide for the payment of debt services when due on the Series 1999 Bonds and the
.Parity Bonds. The Debt Service Fund includes the Reserve Account. All such funds to be held under the Resolution
will .be held by the City and no independent trustee has been appointed to hold the moneys in such funds for the
benefIt of the Bondholders. All such funds are required to be continuously secured in the same manner as municipal
deposits are authorized to be secured by the laws of the State of F1oriqa. Pur~uant to the Resolution, any money
remaining in the Excise Taxes Fund after making provision for the payment into the Debt Service Fund may, so long
8
as there is no deficiency in the Debt Service Fund, be used for any lawful purpose. On July 16, 1997, the City
issued its $575,000 Subordinate Improvement Revenue Bonds, Series 19~7 which are payable from any available
Excise Taxes after all deposits required by the provisions of the Resolution have been made to the Debt serVice
Fund (including all accounts and subaccounts therein). Such debt matures October 1, 2002. For additional
information concerning the flow of funds, see Appendix B here~o.
Reserve Account
The City shall, on the date of delivery of the Series 1999 Bonds deposit to the subaccount in the Reserve
Account created for the benefit of the Series 1999 Bonds a surety bond in a face amount at least equal to the Reserve
Requirement for the Series 1999 Bonds. See "Debt Service Reserve Fund Ambac Assurance Surety Bond" below.
The Paying Agent on behalf of the City will draw on the surety bond,. up to an amount not exceeding the Surety
Bond Coverage, for the purpose of the payment of maturing principal of, Accreted Value of or interest on the Series
1999 Bonds when moneys in the other accounts of the Debt Service Fund are insufficient therefor, and for no other
purpose. Therefore, such surety bond may not be drawn as to pay debt service on the Parity Bonds or any
subsequently issued Additional Parity Obligations.' .
Debt Service Reserve Fund Ambac Assurance Surety Bond
The Resolution requires the establishment of a subaccount within the Reserve Account for the benefit of
the Series 1999 Bonds in an amount equal to the Reserve Requirement for the Series 1999 Bonds. The Resolution
authorizes the City to obtain a surety bond in place of fully funding such subaccount. Accordingly, application has
been made to Ambac Assurance Corporation ("Ambac Assurance") for the issuance of a Surety. Bond for the
purpose of funding the subaccount-within the Reserve Account for the benefit of the Seri~s 1999 Bonds. The Series
1999 Bonds will only be delivered upon the issuance of such Surety Bond. The premium on'the Surety Bond is to
be fully paid at or prior to the issuance and delivery of the Series 1999 Bonds. The Surety Bond provides that upon
the later of (i) one (1) day after receipt by Ambac Assurance of a demand for payment executed by the Paying Agent
certifying that provision for the payment of principal of, Accreted Value of or interest on the Series 1999 Bonds
when due has not been made or (ii) the interest payment date specified in .the Demand for Payment submitted to
Ambac Assurance, Ambac Assurance will promptly deposit funds with the Paying Agent sufficient to enabl.e the
Paying Agent to make such payments due on the Series 1999 Bonds, but in no event exceeding the Surety Bond
Coverage, as defmed in the Surety Bond. "
Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically reduced to the extent
of each payment made by Ambac Assurance under the terms of the Surety Bond and the City is required to
reimburse Ambac Assurance for any draws under the Surety Bond with interest at a market rate. Upon such
reimbursement, the Surety Bond is reinstated to the extent of each principal reimbursement up to bl:It not exceeding
the Surety Bond Coverage. The reimbursement obligation of the City is subordinate to the City's obligations with
respect to the Series 1999 Bonds.
In the event the am:ount on deposit, or credited to the subaccount within the Reserve Account for the benefit
of the Series 1999 Bonds exceeds the amount of the Surety Bond, any draw on the Surety Bond shall be made only
after all the funds in such subaccount have been expended. In the event that. the amount on deposit in, or credited to,
the subaccount within the Reserve Account for the benefit of the Series 1999 B<;>nds, in addition to the. amount
available under the Surety Bond, includes amounts available under a letter of credit, insurance plicy, surety bond or
other such funding instrument (the "Additional Funding Instrument"), draws on the Surety Bond and the Additional
Funding Instrument shall be made on a pro rata basis to fund the insufficiency. The Resolution provides that the
subaccount within the Reserve Account for the benefit of the Series 1999 Bonds shall be replenished in the
following priority: (i) principal and interest on the Surety Bond and on the Additional Funding Instrument shall be
paid from first available Pledged Revenues on a pro rata basis; (ii) after all such amounts are paid in full, amounts
necessary to fund the subaccount within the Reserve Account for the benefit of the Series 1999 Bonds to the
9
required level, after taking into account the amounts available under the Surety Bond and the Additional Funding
Instrument shall be deposited from next available Pledged Revenues.
The Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the Paying
Agent.
Additional Bonds
The City may issue Additional Parity Obligations, payable on a parity from the proceeds of the Excise
Taxes with the Series 1999 Bonds and the Parity Bonds subject to the following conditions as provided in the
Resolution.
(a) There shall have been obtained and filed with the City a certificate of an independent certified
public accountant of suitable experience and responsibility stating: (a) that the books and records of the City relating
to the collection and receipt of Excise Taxes have been audited by him; (b) the amount of Excise Taxes received for
any twelve (12) months out of the immediately preceding eighteen (18) months preceding the date of issuance of the
proposed Additional Parity Obligations with respect to which such certificate is made; (c) that the aggregate amount
of such Excise Taxes for such period is equal to not less than one hundred twenty-five percent (125%) of the
Maximum Bond Service Requirement on all obligations issued under the Resolution, if any, then Outstanding, and
the Additional Parity Obligations with respect to which such certificate is made.
(b) TIle Excise Taxes for the preceding Fiscal Year may be adjusted to include the estimated Excise
Taxes as certified by an independent certified public accountant, that the City would have received from areas that
the City has annexed prior to the issuance of the Additional Parity Obligations and not fully reflected in such Fiscal
Year.
(c) The Excise Taxes for the preceding Fiscal Year may also be adjusted to include the estimated
Excise Taxes, as certified by an independent certified public accountant, that the City would have received during
such Fiscal Year due to increase in the rate or rates of such Excise Taxes during such Fiscal Year and not fully
reflected in such Fiscal Year.
(d) Each resolution authorizing the issuance of Additional Parity Obligations will recite that all of the
covenants contained in the Resolution will be applicable to such Additional Parity Obligations.
(e) The City shall not be in default in performing any of the covenants and obligations assumed under
the Resolution, and all payments required in the Resolution to have. been made into the funds and accounts, as
provided thereunder, shall have been ma~e to the full extent required.
(f) In the event any Additional Parity Obligations are issued for the purpose of refunding any Bonds
then Outstanding, the conditions in (a) above do not apply, provided that the issuance of such Additional Parity
. Obligations shall n.otres~lt in an increas~ in the aggregate amount of principal. of and !nterest on the Outstanding
Bonds becoming du~ in th~.c~IT~nt Fiscal Year and all subsequent Fiscal Years. The conditions above shall apply to
Additional Parity Obligations issued for refunding purposes ,which cannot meet the conditions of this section.
Investments
'L
,;
Moneys on deposit in the Debt Service Fund excluding' the Reserve A~count may be invested and
reinvested in- Investment Securities which mature not later tha~ the. dates on which the moneys on deposit therein
will be needed for the purpose of such fund. All income on such investments, except as otherwise provided, in the
Resolution shall be deposited in the respective funds and accounts from which such investments were made and be
10
used for the purposes thereof unless and until the maximum required amount is on deposit therein, and th.ereafter
shall be deposited in the Excise Taxes Fund. . .' .
Other Covenants
Pursuant to the Resolution the City hllS covenanted to diligently enforce and collect all Excise Taxes and
take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall
become delinquent to the full extent pennitted or authorized by law.' .
The City has also covenanted not to repeal the ordinance levying th.e Public Service Tax, and not to amend
or modify said ordinance in any manner so as to impair or adversely affect the power and obligation of the City to .
levy and collect the Public Serv{ce Tax, or impair or adversely affect in any manner the pledge of the Public SerVice
Tax made pursuant to the Resolution, or the rights of the holders of the Bonds, or the rate or amount of the Public
Service Tax. .
Concerning the Franchise Fees the City has covenanted that in the event it acquires the electric power and
distribution facilities of Florida Power Corporation, or in the event it shall acquire; construct or operate an electri~
power and distribution system and the Franchise Fees are not available to the City to make the payments therefrom
required pursuant to the provisions of the Resolution, the City will make payment from the net revenues first
available to it from the operation of any such electric power and distributlon system so owned, acquired, Gonstructed
or operated by it of the amounts required to be paid from the Franchise Fees pursuant to the 'pr~visions of the
Resolution. The City has also covenanted, as long as imy Bonds remain outstanding, it-. w'iIl ievy Franchise fees
when added to the amount of all taxes, license and other impositions levied by the City of at least six percent (6%)~
on any provider of electricity within the jurisdiction of ~he City.
The City further covenants that as lop.g as any of the principal of or .interest on any ~onc!s. shall be
ou~tanding and unpaid, or payment thereof not duly provided for,. it wiIllevy and collect the Public Servi"ce .TilX to
the extent necessary up to the maximum rates provided. by law as will always, together with the Franchise Fees
available therefor, provide funds sufficient to pay, as the same shilll become due, the principal of or interest on the
Bonds and to make all other payments, as the same shall become due, ~s provided in the Rf<solution anq. all other
obligations and indebtedness payable out of said Public Service Tax. . . - '.
PUBLIC SERVICE TAX AND "FRANCHISE FEES
. <
Public Service Tax
The Public Service Tax pledged as security for the Bonds is levied and collected by the City pursuant to
Section 166.231, Florida Statutes, and Ordinance No. 4540fthe City enacted on March 27, 1989, as amended and
supplemented (the""Public Service Tax Ordinance"). Pursuant to Section 166:231, Florida Statutes, "a municipality
may levy a tax. on the purchase of electricity,' metered natural gas, liquefied petroleum gas either metered or bottled,
manufactured gas either metered or bottled, a!ld water service. and serVices comp.etitive with such servicf<s as
determined by City ordinance. .The tax shall be levied only upon purchases within the municipality and ~hall not
exceed 10 percent of the payments (or at the option of the municipality the applicable physical unit) received by the
seller of the taxable item from the purchaser for the purchase of such service. Purchase of electricity means the
purchase of electric power by a person who will consume it within the municipality_ The City levies the Public
Service Tax on each and every purchase of electricity, metered or bottled gas, water service and local telephone and
telegraph service within the corporate limits of the City in the amount of 8% of the total amount billed. Pursuant to
the Public Service Tax Ordinance, the Public Service Tax as imposed by the City does not apply to long distance
telephone service or to coin box telephone or to purchases of bottled water.
11
The Public ServiCe Tax is not imposed agairist any fuel adjustment charge which isde(Ined as all increases
in the cost of utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility
subsequent to October 1,1973. Also exempt are purchases by the United States Government, State of Florida and
all counties, school districts, and municipalities of the state, and by public bodies exempted by law or court order>
Purchases of local telephone service, or other telecommunications service for use in the conduct of a
telecommunications service for hire or otherwise for resale are also exempt from the Public Service Tax. A
municipality may also provide for other exemptions. The Public Service Tax is to be collected by the seller of the
taxable item from the purchaser at the time of the payment for such service. The seller shall remit the taxes
collected to the City in the manner prescribed by the Public Service Tax Ordinance. The seller is required to remit
to the City on or before the fifteenth day of each month the taxes levied and collected during the preceding month.
Except as otherwise provided under Florida law, the seller shall be liable for taxes that are due and not remitted to
the municipality.
Florida law conditions the obligation of a seller to collect and remit the public service tax to a municipality
on the timely providing, following a request for the same, of a copy of the ordinance levying the public service tax
and other information as setforth in Section 166.232, Florida Statutes.
The Public Service Tax Ordinance provides that it is unlawful for any seller to collect the price of any sale
of the above described services without, at the same 'time, collecting the tax levied with respect to said sale or sales
unless the seller shall elect to assume and pay said tax without collecting the same from the purchaser. Any seller
failing to collect said tax at the time of collecting the price of any sale where the seller has not elected to assume and
pay said tax is liable to the City for the amount of said tax as if the same had actually been paid to the seller and the
Mayor of the City is authorized to bring any necessary suit or action for the recovery of said tax; provided, 'that the
seller is not liable for the payment of said tax upon uncollected bills.
The Public Service Tax Ordinance also provides that if any purchaser shall fail, neglect or refuse to pay to
the seller the seller's charge and the tax imposed thereon, the seller has' the right, power and authority to
immediately discontinue further service to the purch~ser until the tax and the seller's bill shall have been paid in full.
The City covenants in the Resolution that, as long a,s any of the principal of and interest on any Bonds are
outstanding and unpaid, or payment thereof not provided for, it will not repeal the Public Service Tax Ordinance and
will not amend or modify said ordinance in any manner so as to impair or adversely affect the power and obligation
of the City to levy and collect the Public Service Tax or impair or affect adversely in any manner the pledge of the
Public Service Tax, or the rights of the holders of any Bonds or the rate or amount of the Public Service Tax,
Franchise Fees
The Franchise Fees constitute the payments to be received by the City from Florida Power Corporation
pursuant to Ordinance No. 290 enacted by the City on March 27, 1984 as amended (the "Franchise Fee Ordinance")
whereby the City granted an electric franchise for thirty (30) years to Florida Power COIporation ("FPC") and its
legal representative, successor and assigns. Under the aforementioned ordinance, FPC is required to pay to the City
for a period of thirty (30) years from April 1, 1984, an amount, when added to the amount of all taxes, licenses and
other impositions levied by the City on FPC, equa!'to six percent (6%) of FPC's revenues derived from the sale of
electrical energy to residential and commercial customers within the corporate limits of the City for the twelve (12)
months preceding the applicable anniversary date. Section 4 of such ordinance provides: Within thirty (30) days
after the first anniversary of the effective date of the grant, and within thirty (30) days after each succeeding
anniversary of the effective date of this grant, Florida Power Corporation, its successors and assigns, shall make the
requ'ired payment to the City. '
T):le Franchise Fee Ordinance provides that at and after the expiration of such franchise, the City has the
right to purchase the electric plant and facilities of FPC located within the corporate limits of the City which are
12
used under or in connection with the franchise or right, at a valuation of the property desired, real and personal,
which valuation shall be fixed by arbitration as may be provided by law. Excepted from this reservation are power
plants and high tension transmission lines owned by FPC and connected with its general system of distribution and
used for the purposes of serving communities other than the City. .
The City covenants in the Resolution that, so long as any Bonds are outstanding and unpaid, or payment
thereof not provided for, it will not repeal the Franchise Fee Ordmance and will not amend or modify said ordinance
in any manner as to impair or adversely affect the obligation of FPC, or of its legal representatives, successors or
assigns, to pay, or the power or obligation of the City to levy and collect the Franchise Fees, or impair or adversely
affect in any manner the pledge of the Franchise Fees, or the rights of the holders of any Bonds. .
The City further expressly represents in the Resolution that it has legal and valid power to levy and
continue to levy and collect said Franchise Fees in the manner provided in said Franchise Fee Ordinance, and the
City further represents that the covenants entered into between the City and the holders of the Bonds with respect to
the pledge of the Franchise Fees constitute a valid and legally binding contract between the City and such
Bondholders and are not subject to repeal, impairment or modification by the City.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
. HISTORICAL PUBLIC SERVICE TAX
'RECEIPTS AND FRANCHISE FEES REVENUES AN_D
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 1999 BONDS AL"lD THE PARITY BONDS
The Public Service Tax receipts and Franchise Fees revenues of the City for Fiscal Years ended September
30, 1995 through September 30, 1998 and their coverage of maximum annual debt service on the Series 1999 Bonds
and the Parity Bonds are set forth in the following table: '
Fiscal Years
Ended Public Service
September 30 Tax (I) Franchise Fees (1) Total (I)
1998 $1,676,606 $1,037,025 $2,713,631
1997 1,485,133 918,306 2,403,439
1996 1,485,066 931,899 2,416,965
1995 1,307 , 064 845,052 2,152,116
Combined
Maximum Annual
Debt Service On
The Series 1999
Bonds and The
Parity Bonds
Coverage Of
Maximum Annual
Debt Service
Requirement
!(il) Derived from audited fmancial statements of the City.
The City has, in addition to the pledge granted to holders of the Series 1999 Bonds and the Parity Bonds,
granted a subordinate lien in the Excise Taxes to the holders of its Subordinate Improvement Revenue Bonds, Series
1997. Such subordinate bonds mature October 1, 2002 and have a maximum annual debt service of$132,983.
The following table indicates the different components of the Public Service Tax for each of the City's
fiscal years 1995 through 1998.
Fiscal Years Ended
September 30
WATER UTILITY TAXES
ELECTRIC UTILITY TAXES
TELEPHONE UTILITY TAXES
GAS UTILITY TAXES
PROP ANE UTILITY TAXES
TOTAL UTILITY TAXES
FY95(')
$110,278
982,149
180,264
28,392
2.2.8.l
1,307,064
FY96(1)
$146,395
1,096,374
203,382
32,182
6,733
1,485,066
FY97(1)
164,277
1,062,566
219,081
28,861
10.348
1,485,133
FY98(1)
195,133
1,211,451
232,152
29,729
8.141
1,676,606
(iI) Source: City Finance Department.
MUNICIPAL BOND INSURANCE
Payment Pursuant to Municipal Bond Insurance Policy
Ambac Assurance has made a commitment to issue a municipal bond insurance policy (the "Municipal
Bond Insurance Policy") relating to the Series 1999 Bonds effective as of the date of issuance of the Series 1999
Bonds. Under the terms of the Municipal Bond Insurance Policy, Ambac Assurance will pay to the United States
Trust Company of New York, in New York, New York or any successor thereto (the "Insurance Trustee") that
portion of the principal of and interest on the Series 1999 Bonds which shall become Due for Payment but shall be
unpaid by reason of Nonpayment by the Issuer (as such terms are defmed in the Municipal Bond Insurance Policy).
14
Ambac Assurance will make such payments to the Insurance Trustee on the later of the date on which such principal
and interest becomes Due for Payment or within one busmess day following the date on which Ambac Assurance
shall have received notice of Nonpayment from the Paying Agent. The insurance will extend for the term of the
Series 1999 Bonds and, once issued, cannot be canceled by Ambac Assurance.
The Municipal Bond Insurance Pol.icy will insure payment only on stated maturity dates and on mandatory
sinking fund instalhnent dates, in the case of principal, and on stated dates for payment, in the case of interest. If the
Series 1999 Bonds become subject to mandatory redemption and insufficient funds are available for redemption of
all outstanding Series 1999 Bonds, Ambac Assurance will remain obligated to pay principal of and interest on
outstanding Series 1999 Bonds on the originally scheduled interest and principal payment dates including mandatory
sinking fund redemption dates. In the event of any acceleration of the principal of the Series. 1999 Bonds, the
insured payments will be made at such times and in such amounts as would have been made had there not been an
acceleration.
In the event the Paying Agent has notice that any- payment of principal of or interest on a Series 1999 Bond
which has become Due for Payment and which is made to a Series 1999 Bondholder by or on behalf of the Issuer
has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United
States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such
registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient
funds are not otherwise available.
The Municipal Bond Insurance Policy does not insure any risk other than Nonpayment as defined in the
Policy. Specifically, the Municipal Bond Insurance Policy does not cover:
1. Payment on acceleration as a result of a call for redemption (other than mandatory sinking fund
redemption) or as a result of any other advancement of maturity. .
2. Payment of any redemption, prepayment or acceleration premium.
3. Nonpayment of principal or interest caused by the insolvency or negligence of any Paying Agent.
If it become necessary to call upon the Municipal Bond Insurance Policy, payment of principal requires
surrender of Series 1999 Bonds to the Insurance Trustee together with an appropriate 'in~trument of assignment so
as to permit ownership of such Series 1999 Bonds to be registered in the name of Ambac Assurance to the extent of
the payment under the Municipal Bond Insurance Policy. Payment of interest pursuant to the Municipal Bond
Insurance Policy requires proof of Bondholder entitlement to interest payments and an appropriate assignment of the
Bondholder's right to payment to Ambac Assurance. .
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Series 1999
Bond, appurtenant coupon, if any, or right to payment of principal or interest on such Series 1999 Bond and will be
fully subrogated to the surrendering Bondholder's rights to payment.
The insurance provided by the Municipal Bond Insurance Policy is not covered by the Florida Insurance
Guaranty Association.
Ambac Assurance Corporation
Ambac Assurance Corporation ("Ambac Assurance") is a Wisconsin-domiciled stock insurance
corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with
admitted assets of approximately $3,463,000,000 (unaudited) and statutory capital of approximately $1,970,000,000
15
(unaudited) as of March 31, 1999. Statutory capital consists of Ambac Assurance's policyholders' surplus and
statutory contingency reserve. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
Moody's Investors Services arid Fitch IBCA, Inc., have each assigned a triple-A financial strength rating to Ambac
Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of
an obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance. proceeds representing maturing interest paid by Ambac Assurance under policy
provisions. substantially identical to those contained in its municipal bond insurance policy shall be treated for
federal income. tax purposes in the same manner as if such payments were made by the issuer of the Series 1999
Bonds.
Ambac Assurance makes no representation regarding the Series 1999 Bonds or the advisability of investing
in the Series 1999 Bonds and makes no representation regarding, nor has it participated in the preparation of, the
Official Statement other than the information supplied by Ambac Assurance and presented u!lder the headings
"MUNICIPAL BOND INSURANCE" and "SECURITY FOR THE SERIES 1999 BONDS - Debt Service Reserve
Fund Ambac Assurance Surety Bond".
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statement and other information with the Securities and Exchange
Commission ( the "Commission"). Such reports, proxy statements and other information may be inspected and
copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 7 World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the public reference section of the Commission at 450 Fifth Street, N.W. Washington,
D.C. 20549 at prescribed rates. In addition, the aforementioned material may also be inspected at the offices of the
New York Stock Exchange, Inc. (the "NYSE") at 20 Broad Street, New York, New York 10005_ The Company's
Common Stock is listed on the NYSE.
. Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting
standards are available from Ambac Assurance. The address of Ambac Assurance's administrative offices and its
telephone number are One State Street Plaza, 17th Floor, New York, New York 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Commission (File No. 1-10777) are incorporated
by refetence in this Official Statement:
1. The Company's Annual Report on Form lO-K for the fiscal year ended December 31, 1998 and
filed on March 30, 1999;
2. The Company's Current Report on Form 8-K dated March 24, 1999 and filed on March 24, 1999;
3. The Company's 1999 Proxy Statement dated March 30,1999 and filed on March 30, 1999; and
4. The Company's monthly Report on Form 10-Q for the final and quarterly period ended March 31,
1999 and filed on May 12, 1999.
16
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after
the date of this Official Statement will be available for inspection in the same manner as described above in
"Available Information".
Ambac Assurance Year 2000 Readiness Disclosure .
Ambac Assurance's parent corporation, Ambac Financial Group, Inc. (the "Company"), is addressing the
issue of computer programs' and embedded chips' ability to distinguish between the year 1900 and the year 2000,
commonly known as the Y2K problem. The Company is assessing the risks to its businesses (including Ambac
Assurance) related to the functionality of its own computer systems and those of third parties. Year 2000 readiness
disclosure for the Company is set forth in Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Company's 1998 Annual Report to Shareholders (incorporated by reference into the
Company's Annual Report on Form 10K for fiscal year ended December 31,1998 filed with the Securities and
Exchange Commission on March 30, 1999). Such information is specifically incorporated by reference herein. The
Company is using internal and external resources and estimated its Y2K project costs to be $1.1 million, all of which
was charged to 1998 operating expense. With respect to Ambac Assurance, the plan was completed on March 31,
1999 and consisted of three phases: (1) assessment and impact analysis (including inventory and code scanning), (2)
testing and review, and (3) remediation. Although there are no indications that Ambac Assurance's internal systems
will be non-compliant, management is in the process of developing contingent procedures in the event its critical
systems should fail.
A potential exposure to Ambac Assurance is the failure by any insured issuer to make debt service
payments due to an issuer's systems failure. An issuer's failure to make debt service payments due to Y2K related
systems failures could result in a claim under an Ambac Assurance insurance policy. In such event, Ambac
Assurance would utilize its sources of liquidity to pay claims. Ambac Assurance would expect full recovery of such
claims when Y2K problems are resolved.
No assurance is made regarding the ultimate outcome of the Company's plan, and external failures (such as
failure affecting securities exchanges or funds and securities clearing organizations) could have a material adverse
impact on the operations of the Company and its subsidiaries, including Ambac Assurance.
THE CITY
The City was incorporated in 1959 under the name of the Village of North Orlando and became the City of
Winter Springs in 1976. The City is located in Seminole County, which is a part of the greater Orlando metropolitan
area in East Central Florida. This area is one of the fastest growing areas in the country. The City is primarily.a
retail, office and residential area with a small amount of light industry and commercial. The City currently has a
land area of 14.6 square miles and a 1998 population of approximately 28,404. The City operates according to a
Commission/Manager form of government, with an appointed City Manager, five elected City Commissioners and a
separately elected Mayor. The Mayor votes on matters coming before the City Commission only if a vote by the
other Commissioners results in a tie.
Year 2000 Readiness
The year 2000 issue is the result of shortcomings in many electronic data processing systems and other
electronic equipment that may adversely affect operations in the year 1999 and beyond. This situation mainly stems
from many such systems and equipment using only a two-digit year in their date fields. This could result in
inaccurate data processing or bring to a halt the processing of data altogether.
17
The City has identified all of the systems that are critical to its operations in order to ensure that these
systems will be year 2000 compliant. The remediation stage of the plan, whereby systems and equipment changes
are made, is currently in progress, and validation and testing of such changes will be performed and completed by
the third quarter of 1999 to ensure that the City is year 2000 compliant in all applications, operating systems, and
computer equipment. However, because of the unprecedented nature of the year 2000 issue, its effects, and the
success of related remediation efforts will not be fully determinable until the year 2000 and thereafter. Management
cannot assure that the City is or will be year 2000 ready, that the CitY's remediation efforts will be successful in
whole or in part, or that parties with whom the City does business will be year 2000 ready.
"
As of June 30, 1999, the City expects that its equipment, and personal computer hardware and software will
be compliant for year 2000 issues.
Section 282.4045, Florida Statutes provides immunity for the State, its agencies and any unit of local
govemment from damages related to Y2K problem failures, to the same extent that such'governmental entities are
currently immune from suits under sovereign immunity laws of the State. The sovereign immunity laws provide
that the State, its agencies and units of local government are not liable for tort claim or judgment by anyone person
which exceeds the sum of $1 00,000 or any claim orjudgment, or portions thereof, which, when totaled with all other
claims or judgments paid by the govemmental unit arising out of the same incident or occurrence, exceeds the sum
of $200,000, unless the Florida Legislature approves payment in excess of such amounts.
For additional information conceming the City see Appendices "A" and "c" hereto.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 1999
Bonds or questioning or affecting the validity of the Series 1999 Bonds or the proceedings and authority under
which they are to be issued. Neither the creation, organization or existence of the. City, nor the title of the present
City Commission members or other officials of the City to their respective offices is being contested. There is no
litigation pending which in any manner questions the right of the City to issue the Series 1999 Bonds in accordance
with the provisions of the Resolution and the laws of the State of Florida.
The City experiences routine litigation and claims incidental to the conduct of its affairs. The City carries
substantial insurance for these exposures, and pending claims are defended by and, if necessary, are anticipated to be
paid by the insurance carriers.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 1999 Bonds and the issuance thereof by the City
are subject to the approving opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Orlando, Florida,
Bond Counsel. Copies of such opinion will be available at the time of the delivery of the Series 1999 Bonds and the
proposed form of such opinion is set forth in Appendix E hereto and reference is made thereto for the terms thereof.
The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and I~w on the date of
delivery. The opinion will speak only as of its date, and subsequent distribution of its by re'/:irculation of the Official
Statement or otherwise shall create no implication that subsequent to the date of the opinion Bond Counsel has
reviewed or expresses any opinion concerning any of the matters referenced in the opinion. Certain legal matters
will be passed upon for the City by Kruppenbacher & Associates, City Attorney, Orlando, Florida and by Carlton,
Fields, Ward, Emmanuel, Smith & Cutler, P.A., Disclosure Counsel.
18
TAX EXEMPTION
General
The Internal Revenue Code of 1986 (the "Code") establishes certain requirements which must be met
subsequent to the issuance and delivery of the Series 1999 Bonds for interest thereon to be and remain excluded
from gross income for federal income tax purposes. Noncompliance with such requirements could cause the interest
on the Series 1999 Bonds to be included in gross income for federal income tax purposes retroactive to the date of
issue of the Series 1999 Bonds. Those requirements include; but are limited to, provisions which prescribe yield and
other limits within which the proceeds of the Series 1999 Bonds and other amounts are to be invested and require,
under certain circumstances, that certain excess investment earnings on the foregoing must be rebated on a periodic "
basis to the Treasury Department of the United States. The City has covenanted in the Resolution to comply with
each such requirement.
In the opinion of Bond Counsel, assuming continuous compliance by the City with the Code and the
covenants in the Resolution, under existing statutes, regulations, published rulings, and judicial decisions, and
subject to the conditions described below, interest on the Series 1999 Bonds is excludable from gross income for
federal tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations, although such interest is taken into account in determining adjusted
current earnings for the purpose of computing the alternative minimum tax on corporations. Failure by the City to
comply subsequent to the issuance of the Series 1999 Bonds with certain requirements of the Code regarding the
use, expenditures and investment of Series 1999 Bond proceeds and the timely payment of certain investment
earnings to the Treasury of the United States "may cause interest on the Series 1999 Bonds to become included in
gross income for federal income tax purposes' retroactive to their date of issue. The City has covenanted in the
Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from
gross income of interest on the Series 1999 Bonds. In rendering its opinion, Bond Counsel has assumed continuing
compliance with such covenants.
Prospective purchasers of the Series 1999 Bonds should be aware that ownership of the Series 1999 Bonds
may result in other federal tax consequences to certain taxpayers.
In the opinion of Bond Counsel, the Series 1999 Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes.
Interest on the Series 1999 Bonds may be subject to state or local income taxation under applicable state or
local laws in other jurisdictions. Purchasers of the Series 1999 Bonds should consult their tax advisors as to the
income tax status of interest on the Series 1999 Bonds, in their particular state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases, enacted,
that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series
1999 Bonds. In some cases these proposals have contained provisions that altered these consequences on a
retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations
similar in nature to the Series 1999 Bonds. From time to time, legislative proposals may be introduced which could
have an effect on both the federal tax consequences resulting from the ownership of the Series 1999 Bonds and their
market value. No assurance can be given that any such legislative proposals, if enacted, would not apply to, or
would not have an adverse effect upon, the Series 1999 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the
Series 1999 Bonds may affect the tax status of interest on the Series 1999 Bonds. Moreover, except as stated above,
Bond Counsel expresses no opinion regarding federal or state tax consequences arising with respect to the Series
1999 Bonds. Prospective purchasers of the Series 1999 Bonds are advised to consult their own tax advisors as to the
applicability of other federal or state tax consequences.
19
Assuming the City can recertify certain representations and findings made by the City in the Resolution
upon the issuance of the Series 1999 Bonds, the Series 1999 Bonds are "qualified tax-exempt obligations" (within
the meaning of Section 265(b )(3) of the Code), and, in the case of certain financial institutions (within the meaning
of Section 265(b)(3) of the Code), a deduction is allowed for 80% of that portion of the interest expense of such"
fi,nancial institutions which shall be allocable to interest on the Series 1999 Bonds.
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT
Under the Code, the difference between the maturity amounts of the Series 1999 BOlids maturing in the
years ~ through __, and the initial offering price" to the public, excluding bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of
the_Series 1999 Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue
over the term of such Series 1999 Bonds ona compounded basis. A purchaser who acquires such Series 1999 Bonds
in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an
amount of interest excludable .from gross income for federal income tax purposes equal to the original issue discount
accruin'g during the peIiod he or she holds such Series 1999 Bonds, and will increase his or her adjusted basis in
such Series 1999 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on
the sale. or other disposition of such Series 1999 Bonds. The federal income tax consequences of the purchase,
ownership and sale or other disposition of. the Series 1999 Bonds which are not purchased in the initial offering at
the initial offering price may be determined according to rules which differ from those above. Owners of such
Series" 1999 Bonds should consult their own tax advisors with respect to the precise determination for federal income
tax purposes of interest accrued upon sale, redemption or other disposition of Series 1999 Bonds and with respect to
the state and local tax consequences of owning and disposing of such Series 1999 Bonds.
PAYING AGENT YEAR 2000 COMPLIANCE
SunTrust Bank, Central Florida, National Association, Orlando, Florida, is serving as Paying Agent .and
Registrar pursuant to the Resolution imd as Escrow Holder pursuant to the Escrow Agreement. The Paying Agent
has informed its customers, including the City, that it has committed the necessary resources to successfully
implement its Y2K readiness project. Completion of the project is expected on schedule. The Paying Agent is in
compliance with the requirements mandated by the financial institution regulatory agencies that regulate it related to
Y2K. The Paying Agent is not able to represent to the Y2K readiness of any other vendors or professionals in
connection with the Series 1999 Bonds.
UNDERWRITING
The Underwriters shown on the cover page hereof have agreed, subject to certain conditions precedent to
purchase the Series 1999 Bonds at a price of $ ($ par amount, less underwriter's
discount of $ and less net original issue discount of $ ), plus accrued interest. The
Undetwriters have fumished the information on the cover page of this Official Statement pertaining to the public
pffering prices of the Series 1999 Bonds. The public offering prices of the Series 1999 Bonds may be changed from
time to time by the Underwriters, and the Underwriters may allow a concession from the public offering prices to
certain dealers. None of the Series 1999 Bonds will be delivered 'by the City to the Underwriters unless all of the
Series f999 Bonds are so delivered.
FINANCIAL ADVISOR
First Southwest Company, Orlando, Florida has served as financial advisor to the City in connection with the issuance of the Series 1999 Bonds.
20
INVESTMENT POLICY
The City considers all highly liquid investments (including restricted assets) with a maturity of three
months or less when purchased to be cash equivalents. During the 1998 fiscal year, the City adopted GASB
Statement No. 31, Accounting and Financial Reportingfor Certain Investments and External Investment Pools. As
a result, all investments are presented at fair value. The City Charter authorizes the City to invest in direct
obligations of or obligations guaranteed by the Department of Treasury of the United States of America, obligations
of specific federal agencies of the United States of America, bonds, notes, or other evidence of indebtedness issued
by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, secured repurchase
agreements, bankers' acceptance, money market, commercial paper, certificates of deposit, and the Local
Government Swplus Funds Trust Fund. All investments must be insured, registered, or held by the City or a trustee
in the City's name.
RATINGS
Standard & Poor's Ratings Services and Fitch IBCA, Inc. have assigned ratings of "AAA" and "AAA",
respectively, to the Series 1999 Bonds, with the understanding that, upon delivery of the Series 1999 Bonds a
municipal bond insurance policy will be issued by Ambac Assurance Corporation. In addition, Fitch mCA, Inc.
and Standard and Poor's Ratings Services have issued an underlying rating of A and A-, repectively, for the
Series 1999 Bonds. Such ratings reflect only the views of such organizations and any desired explanation of the
significance of such ratings should be obtained from the rating agency furnishing the same, at the following
addresses: Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004 and Standard and Poor's Ratings
Services, 55 Water Street, New York, New York, 10041. Generally, a rating agency bases its rating on the
information and materials furnished to it and on investigations, studies and assumptions of its own. There is no
assurance such ratings will continue for any given period of time or that such ratings will not be revised downward
or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant.
Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the
Series 1999 Bonds.
FINANCIAL STATEMENTS
The City's general purpose fman~ial statements for its fiscal year ended S~ptember 30, 1998 l!-ppearing in
Appendix "c" hereto have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report
appearing therein.
CONTINUING DISCLOSURE
The City has agreed and undertaken for the benefit of Series 1999 Bondholders and in order to assist the
Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission
Rule 15c2-12 (the "Rule"), to provide certain financial information and operating data relating to the City and the
Series 1999 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain
enumerated events, if material. Such undertaking shall only apply so long as the Series 1999 Bonds remain
outstanding under the Resolution. The Annual Report and audited financial statements will be filed annually by the
City pursuant to the undertaking with each Nationally Recognized Municipal Securities Information R:epository
("NRMSIRSs") described in the Continuing Disclosure Certificate (Appendix F hereto), as" well as any state
information depository that is subsequently established in the State of Florida (the "SID"). The notices of material
events will be filed by the City with the Municipal Securities Rulemaking Board or the NRMSIRs and withJhe SID.
The specific nature of the information to be contained in the Annual Report and the notices of material events are
described in the Appendix F.
With respect to the Series 1999 Bonds, no party other than the City is obligated to provide, nor is expected
to provide, any continuing disclosure information with respect to the aforementioned Rule. "The undertaking
outlined above is the first such undertaking to provide continuing disclosure pursuant to the Rule by the City.
21
VERIFICA TION OF MATHEMATICAL COMPUTATIONS
The accuracy of the arithmetic computations showing the adequacy of the maturing principal and interest
on the securities to be acquired with a portion of the proceeds of the Series 1999 Bonds, together with other funds
available for that purpose, to pay the principal and interest and applicable redemption premium on the Refunded
Bonds, as described under "THE PLAN OF REFUNDING," have been verified by McGladrey & Pullen
independent certified public accountants.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act")
. requi~e that the City make a full and fair. disclosure of any bonds or other debt obligations that it has issued or
- guaranteed and that are or. have been in default as to principal or interest at any time after December 31, 1975
(including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial
development or private activity bonds issued on behalf of private businesses). The City is not and has not since
December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.
Although the City is not aware of any defaults with respect to bonds or other debt obligations as to which it
has served only as a conduit issuer, it has not undertaken an independent review or investigation of such bonds or
other obligations. The City does not believe that any information about any default would be considered material by
a reasonable investor in the Series 1999 Bonds because the City was not liable to pay the principal of or interest on
any such bonds except from payments made to it by the private companies on whose behalf such bonds were issued
. and po funds of the City were used to pay such bonds or the interest thereon.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 1999 Bonds upon an event of default under the
Resolution and any policy of insurance referred to herein are in many respects dependent upon judicial actions
which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial
decisions, the remedies speCified by the federal bankruptcy code, the Resolution, the Series 1999 Bonds and any
policy of insurance referred to herein may not be readily available or may be limited. The various legal opinions to
be delivered concurrently with the delivery of the Series 1999 Bonds (including Bond Counsel's approving opinion)
will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations
imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted
before or after such delivery.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither thi~ Official Statement nor any statement that may have been made verbally
or in writing is to be construed as a contract with the owners of the Series 1999 Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed
as a representation by the City or the Underwriter. .The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create,
under any circumstances, any implication that there has been no change in the affairs of the City from the date
hereof.
This Official Statement is submitted in connection with the sale of the securities referred to herein and may
not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement
invo!ving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of
22
fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers
or the Holders of any of the Series 1999 Bonds.
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized by the City Conunission of
the City. At the time of delivery of the. Series 1999 Bonds to the Underwriter, the City will provide to the
Underwriter a certificate (which may be included in a consolidated closing certificate of the City), signed by those
City officials who signed this Official Statement, relating to the accuracy and completeness of certain materials in
this Official Statement and to its being a fmal official statement in the judgment of the undersigned for the purposes
of SEC Rule 15c2-12(b)(3).
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
By:
City Manager
23
THIS PAGE INTENTIONALLY
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APPENDIX A
CITY OF WINTER SPRINGS, FLORIDA GENERAL INFORMATION
THIS PAGE INTENTIONALLY
LEFT BLANK
GENERAL INFORMATION REGARDING
CITY OF WINTER SPRINGS, FLORIDA
The following information concerning Winter Springs, Florida (the "City") ahs been derived from
the statistical section of the City's Comprehensive Annual Financial Report for its fiscal year ended
September 30, 1998, and is included only for purposes of supplying general information regarding the
City. For additional information concerning the City see "THE CITY" in the body of the Official.
Statement.
CITY OF WINTER SPRINGS, FLORIDA
PROPERTY TAX LEVIES AND COLLECTIONS
LAST SIX FISCAL YEARS
Total
Percent of Delinquent Collections as
Fiscal Total Tax . Current Tax. Levy Tax Total Tax a Percent of
Year Levy (1) Collections (2) Collected Collections (2) Collections Current Levy
1993 $2,333,990 $2,232,344 95.64% $810 $2,233,154 95.68%
1994 2,610,826 2,507,783 96.05% 4,161 2,511,944 96.21 %
1995 2,665,426 2,559,179 96.01 % 16,817 2,575,996 96.64%
1996 2,769,752 2,670,643 96.42% 9,896 2,680,539 96.78%
1997 2,882,773 2,786,845 96.67% 4,636 2,791,481 96.83%
1998 3,074,799 2,960,328 96.28% 7,678 2,968,006 96.53%
(I) Gross taxes before discounts of 1 % - 4%, depending on month paid.
(2) Collection information is not available before 1993.
. Source: Seminole County Tax Collector's Office
ORL#508445.01
A-I
PROPERTY TAX RATES - DIRECT AND OVERLAP.PING GOVERNMENTS
LAST TEN FISCAL YEARS - .
St. John's
Seminole River: Water
City of Winter Seminole County School Management
Fiscal Year Springs County Board District Total
1989 1.8410 4.5582 7.8090 0.2810 14.4892
1990 3.0000 4.5445 7.9900 0.3460 15.8805
1991 3.6153 5.5343 10.1690 0.3580 19.6766
1992 3.6153 5.6970 10.0890 0.3580 19.7593
1993 3.6153 5.4197 10.0710 0.3580 19.4640
1994 3.9221 5.3 841 10.0930 0.4700 19.8692
1995 3.7626 5.3772 8.3370 0.2000 17.6768
1996 3.7023 5.3889 10.3080 0.4820 19.8812
1997 3.6083 5.3625 10.3080 0.4820 19.7608
19,98 3.6000 5.1638 10.3060 . ; ~ . 0.4820 19.2818
Source: City of Winter Springs Financ-e Department
Seminole County School Board '
Seminole County Finance Department
ORL#508445.01
A-2
COMPUT A nON OF DIRECT AND OVERLAPPING DEBT
SEPTEMBER 30. 1998
Net General Obligation Percentage Applicable to Amount Applicable to
Jurisdiction Debt Outstanding City of Winter Springs City of Winter Springs
Overlapping: $17,530,000 6.85% $1,201,089
Seminole County
Seminole County
School Board 59,350,000 6.85% 4,066,436
Total Overlapping Debt 76,880,000 5,267,525
Total Direct Debt (1)
Total Direct and
Overlapping Debt $76.880.000 $5.267.525
(1) The City of Winter Springs does not currently have any general obligation debt that is being repaid
through general property taxes.
Sources: Seminole County Finance Department
Seminole County School Board
Seminole County Property Appraiser
~-
ORL#508445.01
A-3
DEMOGRAPHIC STATISTICS
LAST TEN FISCAL YEARS
Fiscal Year
Population
City of Winter Springs
Population
0/0 Increase
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
21,682
22,151
22,790
23,352
24,008
24,772
25,673
26,474
27 ,466
28,404
5.11%
2.16%
2;88%
2.47%
2.81%
3.18%
3.64%
3.12%
3.75%
3.42%
Source: East Central Florida Regional Planning Council
Per Capita Income, School Enrollment, and Unemployment Rate
Per Capita School Unemployment
Fiscal Year Income (1) Enrollment (2) Rate (3)
1989 18,493 1748 5.20%
1990 19,041 1876 5.30%
1991 19,233 1947 6.50%
1992 20,117 1961 7.00%
1993 21,049 3020 5.80%
1994 22,080 3268 5.40%
1995 23,400 3297 4.20%
1996 24,852 3390 3.30%
1997 (4) 3988 3.20%
1998 (4) 5967 2.60%
(1) Source: Regional Economic Information System Bureau of Economic Analysis
(2) Source: Seminole County School Board Information Services
(3) Source: U.S. Department of Labor
(4) This information ifnot available.
ORL#508445.01
A-4
PRINCIPAL T AXP AYERS
SEPTEMBER 30. 1998
Taxpayer
Type of Business
Percentage of
Total Taxable
Valuation Taxes Levied Value
$10,964,471 $213,593 1.28%
8,241,293 160,545 0.96%
6,437,880 125,413 0.76%
4,994,000 97,286 0.58%
4,577,800 89,178 0.54%
3,464,590 67,492 0.41%
. 3,218,814 62,704 0.38%
2,580,437 50,268 0.30%
2,422,093 47,184 0.28%
2.390.403 46,566 ~
49,291,781 5.77%
804,827,419 94.23%
$854.119.200 100.00%
Golf Terrace, Ltd.
Florida Power Corp.
United Dominion Realty Trust
Hacienda Village Co-Op
Seville Chase Develop, Ltd.
DR Horton, Inc.
Time Warner Entertainment
Morrison Homes of Florida, Inc.
Florida Country Clubs, Inc.
Southern Bell Telephone
Total Taxable Assessed Valuation of
Ten Largest Taxpayers
Total Taxable Assessed Valuation of
Other Taxpayers
Total Taxable Assessed Valuation of
All Taxpayers
Property Management
Electric Utility
Property Management
Property Management
Developer
Builder
Utilities
Builder
Developer
Utilities
Source: Seminole County Property Appraiser's Office
ORL#508445.0 I
A-5
APPENDIX B
FORM OF THE RESOLUTION
THE FOLLOWING APPENDIX IS NOT INTENDED TO BE COMPREHENSIVE OF ALL AMENDMENTS
AND SUPPLEMENTS TO CITY RESOLUTION 615
CERTAIN PROVISIONS CONTAINED IN THIS APPENDIX ARE SCHEDULED FOR
CONSIDERA TION BY THE CITY COMMISSION AT THEIR MEETING OF JUNE 7, 1999.
JlNV"IH .Ldfi
ATIVNOI.LN3:.LNI 3:DVd SIH.L
RESOLUTION NO. ~
of the Series 1989 Bonds (as hereinafter defined) for the purpose
of providing for the paY!t\ent of the Refunded Bonds (~B. hereinaf~er
defined) (or any similar agreement relating to Add~t1onal Par1ty
Obligations), which agreement shall be in substantially the form
attached hereto as E~hibit A and incorporated herein by reference.
(F) "AMORTIZATION INSTALLMENT" with respect to any Term Bonds
of a series, shall mean an amount so designated for mandatory
principal installments (for mandatory call or otherwise) payable
on any Term Bonds issued under the provisions of this Resolution
or any subsequent resolution authorizing Additional Parity Obliga-
tions.
(G) "AVERAGE ANNUAL BOND SERVICE REQUIREMEN'T" shall mean, as
of each date on which a series of Bonds is issued, the total amount
of Bond Service Requirement to become due on all Bonds deemed to
be Outstanding immediately after the issuance of such series of
Bonds divided by the total number of years for which Bonds are
deemed to be Outstanding, except that with respect to any Bonds for
which Amortization Installments have been established, the amount
of principal coming due on the 'final maturity date with -respect to
such Bonds shall be reduced by the aggregate principal amou~t of
such Bonds.that are to be redeemed from Ama:rtization Installments
to be made in prior Bond Years.
(H) "BOND SERVICE REQUIREMENT" for any Bond Year shall mean
the sum of:
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$9,000,000 IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1989, OF THE CITY OF WINTER SPRINGS, PLORIDA TO BE
APPLIED TO REFUND CERTAIN PRESENTLY OUTSTANDING
OBLIGATIONS OF THE CITY AND TO CONSTRUCT,AND ACQUIRE A
CIVIC RECREATIONAL COMPLEX AND NECESSARY OFF-SITE
IMPROVEMENTS AND A FIRE STATION; PLEDGING EXCISE TAXES
LEVIED BY THE CITY FOR THE PAYMENT OF SAID BONDS; KAKING
OrDER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the Constitution of the .state of Florida;
Chapter 166, Part II, Florida Statutes, Chapter 72-718, Laws of
Florida, Special Act of 1972 as amended and supplemented, being, the
Charter of the City of Winter Springs, and other applicable
provisions of law.
Section 2. DEFINITIONS~ unless the context otherwise
requires, the terms defined in this section shall have the meanings
specified in this: section. Words importing singular number shall
include the plural number in each case and vice versa, and words
importing persons shall incl,;de firms and corporations.
(A) "ACCRETED VALUES- shall mean the amounts as to. which
reference is made that establish the amounts payable at maturity
or upon redemption prior to maturity on the Capital Appreciation
Bonds (hereinafter' defined). Such amounts shall be determined by
subsequent resolution of the Issuer.
(B) "ACT" shall mean Chapter 166, Part II; Florida Statutes,
as amended and supplemented, Chapter 72-718, Laws of Florida,
Special Act of 1972 as amended and supplemented,- and other applic-
able provisions of la......
(I) The amount required to pay the interest becoming due
on the Outstanding Bonds during such Bond Year, except to the
extent that such interest shall have been provided by payments into
the Interest Account in the Debt Service Fund out of Bond proceeds
for a specified periOd of time.
(2) The amount required to .pay the principal .of Out-
standing Serial Bonds maturing in such Bond Year.
(3) The Amortization Installment for the Outstanding
Term Bonds due in such Bond Year. When determining the amount of
principal of and interest on Outstanding Bonds which mature in any
year, for purposes of this instrument or tqe issuance of any
Additional Parity Obligations, the stated maturity date of Term
Bonds shall be disregarded and the Amortization Installment, if
any, applicable to Term Bonds in such year shall be deemed to
mature in such year.
(I) ~BOND YEAR" shall me'an the period beginnin'g ~ith .o~tol?er.
2 of each year and extending for a period of twe'lve (12) months
thereafter. .
(C) "ADDITIONAL PARITY OBLIGATIONS" 'shall mean additional
Obligations issued in compliance with the terms, conditi!,ns and
limitations contained herein which have an equal lien on the Ex'cise
Taxes and shall be payable from the Excise Taxes ~:m a par.ity with
the Series 1989 Bonds and rank equally in all other respects with
the Series 1989 Bonds. '
(E) "AMBAC Indemnity"' shall mean AMBAC Indemnity Corporation,
a Wisconsin-domiciled stock insurance company.
(J-) "'BONDS"' shall mean the series 1989 Bonds issued here-
under, together with any Additional p.arity Obligations hereafter
(E) "AGREEMENT" or "ESCROW DEPOSIT AGREEMENT" shall mean that
certain agreement by and between the Issuer and a bank or trust
company to be selected and named by the Issuer prior to the sale
Lssued under the terms, conditions and limitations contained
lerein.
(V) "'INVESTMENT SECURITIES" ahall mean any of the fallowing,
if and to the extent that the same are, ~egal for the .investment of
the proceeds of the Bonds ,and the Excise Taxes ::,
(K) .CAPITAL APPRECIATION BONDS- shall mean the aggregate
;>rincipal amount of the Bonds that bear interest payable solely at
naturity or upon redemption prior to maturity in the amounts'
:letermined by. reference to the Accreted values, all as shall be
:letermined by subsequent resolution of the ,Issuer.
('S) -FEDERAL SECURITIES" s"hall mean direct obligations of,
r obligations the principal of and interest on which are uncon-
itionally guaranteed by the United States of America, which are
ot redeemable prior to maturity at the option of the obligor.
(T) "FISCAL YEAR" shall mean the period commencing on October
of each year and ending on the succeeding September 30.
, .
(1) direct obligations of (including obligations issued
or held in .book . enH'Y. form'-on t.he, b:ooks of) the
Department of Treasury .of . thEL qnited St;ates of
America;
(.2) obligations' ot" anYt 9f the f9l~o~ing federal agencies
which obligations represent full faith and credit
of the Uniteq States of America; including:
Export- Import-, Bank
Farmers Home Administration
General Services Administration
U.S. Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
FederaL Housing Administration
(3) bonds,' notes or other evidences of indebtedness
rated "AM" by Standard & Poor's Corporation and
"Aaa" by Moody's Investor Services issued by- the
Federal National Mortgage Association or the Federa 1
Home Loan Mortgage Corporation with remaining
maturities not exceeding three years;
(4) U.S. dollar denominated deposit accounts, federal
funds and banker's acceptances with domestic
commercial banks which have a rating on their short
term certificates of deposit on the date of purchase
of "A-I" or "A-l+" by Standard & Poor's and "P-1"
by Moody's and maturing no more than three hundred
sixty (360) days after the date of purchase.
(Ratings on holding companies are not considered as
the rating of the bank);
(L) -CLERK- shall mean the City Clerk of the Issuer or such
)ther person as may be duly authorized by the Issuer to. act on his
)r her behalf.
(M) -CONSTRUCTION FUND" shall mean the City of Winter Springs
::onstruction Fund, Series 1989 created pursuant to Section 16
\ereof .
(N) .CURRENT INTEREST BONDS. shall mean the aggregate
?rinclpal amount of the Bonds that bear interest payable semi-
mnually on such dates as shall be determined by subsequent
:-esolution of the Issuer. The Current Interest Bonds include
199regate principal amount of Serial Current Interest Bonds and
;uch aggregate principal amount of Term Current Interest Bonds, as
;hall be determined by subsequent resolution of the Issuer.
(0) "'DEBT SERVICE FUND"' shall mean the City of Winter Springs
lmprovement Revenue Bonds Debt Service Fund created and established
mrsuant to Section 18 of this Resolution.
(P) -ESCROW HOLDER- shall mean a bank or trust company with
;rust powers appointed by subsequent resolution of the Issuer to
;erve as Escrow Holder pursuant to the Agreement.
(Q) "'EXCISE TAXES" shall mean the Franchise Fees and the
.ublic Service Taxes.
(R) -EXCISE TAXES FUND. shall mean the City of Winter Springs
:xcise Taxes Fund created pursuant to Section 18 of this Resolu-.
ion.
(5) commercial paper which is rated at the time of
purchase in the single highest classification,
"A-l+- by Standard & Poor's and "P-l- by Moody's
Investor Services and which matures not more than
two hundred seventy (270) days after the date of
purchase;
(U) -FRANCHISE FEES. shall mean the franchise fees levied and
ollected pursuant to Ordinance No. 290 of the Issuer, as amended
nd supplemented, which granted an electric franchise to Florida
ower Corporation for a period of thirty years from April 1, 1984.
(6) investments in a money market fund rated "AAAm" or
"'AAAm--G" or better by Standard & Poor's
Corporation;
(7) pre-refunded' municipal obligations defined as
follows:
Any bonds or other obligations of any a:tate of the United
States or a.ny agency, instrumentality 'or' local governmen~al
unit of any such' state which are not callable at. the opt10n
of the obligor prior' to maturity or as to which 1rrevocable
instructions have been given by the obligor to call on the
date specified Inl-the notice; and (A)' which are rated, based
on the escrow, in the highest rating categox:y of Standard &
Poor's Corporation and Moody'.s Investor Servl.ce,-Inc. or any
successors thereto; or (BJ (i) which are fu~ly s!'cured as to
principal and interest and redemption .preIl!l.um, l.f' any, by. a
fund consisting only of cash or obll.gatl.ons descr1bed l.n
paragraph (1) above, which fund may be applied only to ~he
payment of such principal of and interest. and. redemptl.on
premium, if any, .on such bonds or other ob~l.~atl.ons on ~he
maturity date or dates thereof or the specl.fl.ed redemptl.on
date or dates pursuant to such i.r7evocab~e. instruction~, , as
appropriate, and (ii) which fund l.S suffl.c1.ent,. -:s ver1fl.~d
by a 'nationally recognized independent certl.fl.ed pub~l.c
accountant, to pay principal of and intere:st ~nd redemp~10n
premium, if any, on the bonds or other obll.gatl.ons descrl.bed
in this paragraph on the maturity c1a.t~ or ?ates th~reof or on
the redemption date or dates specl.fJ.ed l.n the l.rrevocable
instructions referred to above, as appropr late;
investment agreements clpproved in writing by ~BAC
Indemnity Corporation supported by appropr1ate
opinions of counsel wit~l notice to Standard & Poor's
Corporation;
insured Certificates of Deposit and Time Deposits
received as required by Chapter 280, Florida
Statutes;
(10) in the Local Government Surplus Funds Trust Fund
created pursuant to Chapter 218, Part IV of the
Florida Statutes; and
(8)
. (9)
(11) other forms of investments approved in writing by
AMBAC Indemnity with notice to Standard & Poor's
Corporation.
(W) '"ISSUER'" or '"CITY'" shall mean the City of Winter Springs,
Florida.
(X) '"MAXIMUM BOND SERVICE REQUIREJoIENT'" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
Bond Service Requirement for the then current 'or any future Bond
Year.
5
(II) "RESERVE REQUIREMENT" shall mean in any Bond Year the
lesser of the Maximum Bond Service Requirement or 125\ of the
~verage Annual Bond Service Reql1irement.
(oJoJ) '"RESOLUTION" shall melm this Resolution, 8S the same may
be' amended from time to time.
(RR) "SERIES 1989 BONDS" shall mean. the City of Winter
Springs Improvement Refunding Revenue Bonds, Series 1989.
(LL) "SERIAL CURRENT INTERES'r BONDS'" shall mean the aggregate
principal amount of Current Interest Bonds which are not Term Bonds
and which shall mature on such dates and'in such amounts as shall
be determined by subse9uent resolution of the Issuer.
(MM) "TERM BONDS" shall mean the Bonds of a series, all of
which shall be stated to mature on one date.:.
(NN) "TAXABLE BOND'''- shall r.lean 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 i.ncome taxation.
(00) "TERM CURRENT INTERES'r BONDS" shall mean the aggregate
principal amount of Current Inter.est Bonds which are Term Bonds and
which shall mature on such dates and in such amounts as shall be
determined by subsequent resolut:ion or the Issuer.
(PP) "VALUE", which shall be determined as of the end of each
month, means that the value of any investments shall be calculated
as follows:
(1 )
as to investments t.he bid and asked prices of which
are published on a regular basis in The Wall Street
Journal (or, if not there, then in The New York
Times): the average of the bid and asked prices for
such investments so' published on or most recently
prior to such time of determination;
as to investments the bid and asked prices of which
are not published on a regular basis in The Wall
Street Journal or The New York Times: the average
bid price at such time of determination for such
investments by any two nationally recognized
government securities dealers (selected by the
Trustee in its absolute discretion) at the time
making a market in such investments or the bid pr ice
published by a nationally recognized pricing
service;
(2 )
(Y) "MUNICIPAL BOND INSURANCE POLICY" shall mean the
municipal insurance policy issued by AMBAC Indemnity insuring the
payment when due of the principal of and interest on the Bonds as
provided therein,
(Z) "OUTSTANDING- when used in reference to the Bonds, means
as of a particular date, all Bonds authorized.. and issued by the
Issuer, except: (i) any Bonds canceled at, or-before, such dat7;
(ii) any Bonds for which provisions for payment ,purs,uant to th1.s
Resolution have been made; and (iii) any Bond l." 11.eu o.f or in
substitution for which another Bond shall have been author1.zed end
delivered pursuant to Section 11 or Section 13 of this Resolution.
(AA) "OWNER" OF BONDS" or "OWNER" or any similar term shall
mean any person who shall be the registered owner of any Bond or
Bonds.
(BB) "PAYING AGENT" shall mean any authorized depos.itary
designated by the Issuer to serve as a paying agent or as the place
of, payment for the Series 1989 Bonds ~ha~ shall ?ave agreed to
arrange for the timely payment of the prl.nc~pal of, ~nterest on dnd
redemption premium, if any, with respect to the Bonds to the Owners
thereof, from funds made available therefor by the Issuer and any
successors designated by subsequent resolution of the Issuer.
(ee) "PROJECT" shall mean the construction a~d aC9uisition of
civic and recreational facilities and the off-s1te l.mprovement6
related thereto, and a fire station in accord~nce with certain
plans on file or to be filed with the Clerk wl.th such changes..
deletions, additions or modifications to the enumerated impro~e-
ments and such other improvements as are approved by the C.lty
Commission of the Issuer in accordance with - the Act.
(DO) "PUBLIC SERVICE TAXES" or "PUBLIC SERVICE TAX: shall mean
the public service tax levied and collected by the Cl.ty pursuant
to Section 166.231, Florida Statutes and an ordinance duly enacted
by the Issuer on March 27, 1989, as amended and suppler.tented.
(EE) "REFUNDED BONDS" shall mean (a) (i) the Issuer's out-
standing Improvement Revenue Bonds dated April 1, 1979,; and (l~}
the Issuer's outstanding Improvement Revenue Refundl.ng Bonds,
Series 1985.
(FF) -REFUNDED SECURITIES" shall mean Federal Securities.
(GG) "REGISTRAR" shall mean the paying Agent.
(HH) "RESERVE ACCOUNT" shall mean the special account of the
same name created within the Debt Service Fund pursuant to Section
16C of this Resolution.
(3)
as to certificate of deposit and bankers
acceptances: face amount thereof, plus accruec
interest; and
(4) as to any investment not specific above: the value
thereof established by prior agreement between the
Issuer, the Trustee and AMBAC Indemnity.
Section 3. ~. It is hereby asc~rtainedf determined
and declared:
A. It is necessary and desirable and in the interests of the
health, welfare and safety of the citizens and inhabitants of the
Issuer that the Project be acquired and constructed.
The cost of the project shall be deemed to include, without
being limited to, the acquisition of any lands or interest therein,
engineering, financial and legal expenses, a reasonable reserve for
debt service, expenses for plans, specifications and surveys,
interest during construction, bond discount, if any, bond in-
surance, if any, administrative expenses and such other expenses
as may be necessary or incidental .to the financing authorized by
this resolution, including the cost of any fixtures, equipment or
property necessary or convenient therefor, and the construction and
acquisition of the Project authorized by this resolution and the
placing of same in operation.
B, The Issuer has previously issued the Refunded Bonds of
which the sum of.$4,015,000 principal amount is currently outstand-
ing and unpaid.
C. The Issuer deems it necessary, beneficial and in its best
interest to provide for the refunding of the Refunded Sonds. The
refunding program herein described will be advantageous to the
Issuer by consolidating its debt.
D. A portion of the proceeds of the Series 1989 Bonas, and
other funds available for such purpose, shall be deposited pursuant
to the Agreement, in sufficient amounts together with the inv~st-
ment income thereon to pay when due all of the then outstanding
principal and interest, in respect to the Refunded Bonds.
E. The Excise Taxes are not now pledged or encumbered in any
manner, except for the prior payment of the principal Dr interest
on a portion of the Refunded Bonds, which pledge and encumbrance
shall be defeased pursuant to the refunding herein authorized.
F. The principal of and interest on the Series 1989 Bonds
and all 'required reserve and other payments shall be payable. solely
from the Excise Taxes as provided herein. The Issuer shall never
be required to levy ad valorem taxes on any real or personal
property therein to pay the principal of and interest on the Bonds
herein authorized or to make any other payments provided for
herein.. The Series 1989 Bonds shall not constitute a lien upon any
propertl.es owned by or located within the boundaries of the Issuer.
Each Current Interest Bond shall bear interest from the
interest payment date next preceding the date on which it is
~uthe~ticated, .unless authenticated on an interest payment date,
l.n whl.ch case l.t shall bear interest from such interest payment
date, <<;>r, u!lless aut.henticated prior Mto the first interest payment
date, l.n whl.ch case l.t shall bear interest from its date; provided,
however, that if at the time of authentication payment of any
interest .....hich is due and payable has not been. made, such Current
Interest Bond shall bear _int.er,est from the'date to which interest
shall have been paid. .
~he Capital Appreciation.. Bonds shall bear interest only at
matun.ty or upon redemption prior to maturity in the amount
determined by reference to the Accreted Value.
The principal of and the interest and redemption premium, if
any, on the Series 1989 Bonds shall. be payable i:n any coin or
currency of the United States of America which on the respective
dates ~f payment thereof is legal tender for the paym.ent ,of public
and prl.vate debts. The interest on. the Current Interest Bonds
shall be payable by the Registrar on each interest payment date to
the person appearing on the registration books of the Issuer
hereinafter .provided for as the registered Holder thereof on the
~5th day of the calendar month immediately preceding the applicable
l.nterest payment date, by wire transfer or check mailed to such
registered Holder at his address as it appears on such registration
books. Payment of defaulted inter:est shall.be made to the regist-
ered Holder of record on a special record date for the payment of
such defaulted interest established by t~e Registrar, notice
whereo~ shall be Qiven to Bondholders not less .than 15 days
precedl.ng such specl.al record date. Payment of the principal of
and premium, if any, on al:l Current Interest Bonds and the Accreted
Value with respect to the Capital Appreciation Bonds shall be made
upon the presentation and surrender of such Bonds as the same shall
become due and payable.
G: .The Excise T.axes are estimated to be sufficient t9 pay
all prl.ncl.pal of and l.nterest on the Prior Bonds and the Series
1989 Bonds, as the same become due, and, to make all required
payments required by this Resolution. ,.-.
Section 4. AUTHORIZATION OF REFUNDING AND ACOUISITION AND
CONSTRUCT~ON OF THE' PROJECT. There is hereby authorized the
r:funding of the Refunded Bonds- and the acquisition and construc-
tl.on of the Project in the manner provided herein.
Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
~onsideration of the acceptance of the Bonds authorized to be
l.ssued hereunder by those who shall own the same from time to time,
this Resolution shall be deemed to be and shall constitute a
contract between the Issuer and such Owners. The covenants and
agreements herein Get forth to be performed by the Issuer shall be
for the equal benefit, protection and security of the legal Owners
of any and all _ of the Bonds, all of which shall be of equal rank
and wl.thout preference, priority or distinction of any of the Bonds
over. any other thereof, except as expressly provided therein and
hereln.
Section 6. AUTHORIZATION OF SERIES 1989 BONDS. Subject and
pursuant to the provisions hereof, obligation's of the Issuer to be
known as "Improvement Refunding Revenue Bonds, Series 1989", are
authorized to be issued in the aggregate principal amount of not
exceeding $9,000,000. .
Section i. DESCRIPTION OF SERIES 1989 BONDS. The Series 1989
Bonds shall be issued in fully registered form; may be Capital
Appreciation Bonds and/or Current Interest Bonds; shall be dated;
shall be numberedi shall be in the denomination of $5,000 each, or
integral multiples thereof for the Current Interest Bonds and in
$5,000 maturity amoun~s for the Capital Appreciation Bonds or in
$5,000 multiples thereof, or such other denominations as shall be
approved by the Issuer in a subsequent resolution prior' to the
delivery of the Series 1989 Bonds; shall bear interest at such rate
or rates not exceeding the maximum rate allowed by Florida law, the
actual rate or rates to be determined by the governing body. of the
Issuer prior to or upon the sale of the Series 1989 Bonds; may be
issued with original issue discounts and as zero interest rate
bonds; such interest to be payable semi-annually at such times as
are fixed by resolution of the Issuer if Current Interest Bonds and
to be payable at maturity if Capital Appreciation Bonds; and shall
mature annually on such date in such years and amounts as will be
fixed by resolution of the Issuer prior to or upon the sale of the
Series 1989 Bonds; and may be serial and/or term Bonds.
Notwithstanding any other provisions of this section, the
Issuer may, at its option, prior to the date of issuance of the
Series 1989 Bonds, elect to use an immobilization system or pure
book-entry system with respect to issuance of such Series 1989
Bonds, F?rovided adequate records will be kept with respect to the
o.....nersh.l.p of such Series 1989 Bonds issued in book,..entry form or
the beneficial ownership of bonds issued in the name of a nominee,
As long as any Series 1989 Bonds are outstanding,in book:-entry from
the provisions of Sections 8, 9, 10 and 13 of this Resolution shall
not be applicable to such Series 1989 Bonds. The details of any
alternatl.ve system of issuance, as described in this paragraph,
shall, be set forth in a resolution of the Issuer duly adopted at
or prl.or to the sale of such Series 1989 Bonds,
Sectio~ 8. EXECUTION OF SERIES 1989 BONDS. The Series 1-989
Bonds shall be signed by, or bear the facsimile signature of the
10
M~yor of the Issuer and shall be signed by, or bear the facsimile
sl.gnature of the Clerk and a, facsimile of ,the official seal of the
Issuer shall be imprinted on the Series 1989 Bonds.
by the Owner or his attorney or legal representative .in such form
as shall be satisfactory to 'the Registrar. Upon any such registra-
tion of transfer the Issuer shall execute and the Registrar shall
authenticate and deliver in exchange for such Series 1989 Bond, a
new Series 1989 Bond or Series 1989 Bonds registered in the name
of the transferee, and in an aggregate principal amount equal to
the principal amount of such Series 1989 Bond or Series 1989 Bonds
so surrendered.
. In case any officer whose signature or a facsimile of whose
sl.gnature shall appear' on any Series 1989 Bonds shall cease to be
s~ch officer before the delivery of such Series 1989 Bonds, such
sl.gnature or su.ch facsimile shall nevertheless be valid and
sufficient for all purposes the same as. if he had remained in
office until such. delivery, and also any Series 1989 Bond may bear
the facsimile signature of or may. be signed by such persons who,
89 at the actual time of the execution of such Series 1989 Bond,
shall be the proper officers to sign such Series 1989 Bonds
although at the date of such Series 198.9 Bond such persons may not
have been such officers.
In all cases in which Seri'es..1989 Bonds shall be exchanged,
the Issuer shall execute and the Registrar shall authenticate and
deliver, at the earliest pract-icable time, a new Series 1989 Bond
of the sarno type (i.e. Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be
exchanged for capital Appreciation BOnds) in accordance with
provisions of this Resolution. All Series 1989 Bonds surrendered
in any such exchange or registration of transfer shall forthwith
be cancelled by the Registrar. The Issuer or the Registrar may
make a charge for every such exchange or registration of transfer
of Series 1989 Bonds sufficient to reimburse i.t for any tax or
other governmental charge required to be paid with respect to such
exchange or registration of transfer, but no other charge shall be
made to any Owner for the privilege of exchanging or registering
the transfer of Series 1989 Bonds under the provisions of this
Resolution. Neither the Issuer nor the Registrar shall be required
to make any such exchange or registration of transfer of Series
,1989 Bonds sufficient to reimburse it for any tax or other govern-
mental charge required to be paid with respect to such exchange or
registration of transfer, but no other charge shall be made to any
Owner for the privilege of exchanging or registering the transfer
of Series 1989 Bonds under the provisions of this Resolution.
Neither the Issuer nor the Registrar shall be required to make any
such exchange or registration of transfer of Series 1989 Bonds
during the fifteen (15) 'days immediately preceding any interest
payment date.
Section 9. AUTHENTICATION OF SERIES 1989 BONDS. Only such
of the Series 1989 Bonds as shall have endorsed thereon a certifi-
cate of authentication substantially in the form hereinbelow set
forth, duly executed by the Registrar, as authenticating agent,
shall ~e entitled to any benefit or security under this Resolution.
No Ser.1.es 1989. Bond shall be valid or obligatory for any purpose
unless and untl.l such certificate of authentication shall have been
duly executed by the Registrar, and such certificate of the
Regl.strar upon any such Series 1989 Bond shall be conclusive
evi~ence that such Series 1989 Bond has been duly authenticated and
del1.vered under this Resolution. The Registrar' s certificate of
authentication on Bny Series 1989 Bond shall be deemed to have been
duly .executed if signed by an authorized officer of the Registrar,
but ,It shall not be necessary that the same officer sign the
cert.1.ficate of authentication of all of the Series 1989 Bonds that
may be issu~d hereunder at anyone time.
Section 10. EXCHANGE OF SERIES 1989 BONDS. Any Series 1989
Bon~, upon surrender thereof at the principal corporate trust
offlce of the Registrar, together with an assignment duly executed
by the Owner or his attorney or legal representative in such form
as shall be satisfactory to the Registrar, may, at the option of
the Owner, be exchanged for an aggregate principal amount of Series
1989 Bonds equal to the principal amount of the Series 1989 Bond
or Series 1989 Bonds so surrendered.
Section 12. OWNERSHIP OF SERIES 1989 BONDS. The person in
whose name any Series 1989 Bond shall be registered shall be deemed
and regarded as the absolute Owner thereof for all purposes and
payment of or on account of the principal or redemption price of
any such Series 1989 Bond, and the interest on any such Series 1989
Bonds, (or, in the case of Capital Appreciation Bonds, Accreted
Value with respect thereto) shall be made only to or upon the order
of the registered Owner thereof or his legal representative. All
such payments shall be valid and effectual to satisfy and discharge
the liability upon such Series 1989 Bond including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.
Section 13. SERIES 1989 BONDS MUTILATED. DESTROYED STOLEN
QlLLQ..S.I. In case any Series 1989 Bond shall become mutilated, or
be destroyed, stolen or- lost, the Issuer may in its discretion
cause to be executed, and the Registrar shall authenticate and
The Registrar shall make provision for the exchange of Series
1989 Bonds at the principal corporate trust office of the _Regis-
trar.
Section 11. NEGOTIABILITY. REGISTRATION AND TRANSFER OF
SERIES 1989 BONDS. The Registrar shall keep books for the regis-
tration of and for the registration of transfers of Series 1969
Bonds as provided in this resolution. The transfer of any Series
1989 Bonds may be registered only upon such books upon surrender
: thereof to the Registrar together with an assignment duly executed
11
12
deliver, a new Series 1989 Bond of like date and tenor a~ the
series 1989 Bond so mutilated, destroyed, stolen. or lost, (1. e.,
Current Interest Bonds shall be issued in exchange fo~ curre~t
Interest Bonds and Capital Appreciation Bon~s shall be 1ssued 1n
exchange for Capital Appreciation Bonds) 1n exchange and sub-
stitution for such mutilated Series 1989 Bond upon. sur~ender and
cancellation of such mutilated SE~ries 1989 Bond or 1n 11eu of and
substitution for the Series 1989 Bond destroyed, 6to~en or lost,
and upon the Owner furnishing the Issuer ~nd thE7 Reg1strar prc:>of
of his ownership thereof and satisfactory l.nde~n.l.ty a_nd complYl.ng
with such other reasonable regulations and cond1t.1.ons as the Issuer
and the Registrar may prescribe and paying suc.h expenses as the
Issuer and the Registrar may incur. All Serl.es 1989 Bonds. so
surrendered shall be canceled by the Issuer. If any of the Serl.es
1989 Bonds shall have matured or be about to mature, instead of
issuing a substitute Series 1989 Bond, the .Issuer may ~ay the same,
upon being indemnified as aforesaid, and .1.f such Ser.1.es 1989 Bond
be lost, stolen or destroyed, .....ithout surrender thereof.
Any such duplicate Series 1989 Bonds issued pursuant to ~his
section shall constitute original, additional contractual ob11ga-
tions on the part of the Issuer whether or not the lost, stolen or
destroyed Series 1989 Bonds be <it any time fo,!nd by anyone, and
such duplicate Series 1989 Bondel shall be .ent1tled to equal and
proportionate benefits and right:s as ~;;to l1en on and source and
security for payment from the funds, as here~nafter pledged, to the
same extent as all other Series 1989 Bonds .1.5sued hereunder.
Section 14. PROVISIONS FOR REDEl-IPTION. T.he Serie~ 1989 Bonds
shall be subject to redemption prior to the.lr matur1ty, at. the
option of the Issuer, at - such times and in such manner ?-s shall be
fixed by resolution of the Issuer prior to or at the t.lme of sale
of the Series 1989 Bonds.
Notice of such redemption nhall, at least thirt7( (30) days
prior to the redemption date, be filed with. the. Reg.lstrar; and
mailed, postage prepaid, to all Owners of Ser1es 1989 Bo~ds to. be
redeemed at their addresses as they appear on the reg.1.strat.lon
books hereinbefore provided for, but failure to mail such notice
to one or more Owners of Series 1989 Bonds shall not affect the
validity of the proceedings for such redemp~ion with respec~ to
Owners of Series 1989 Bonds to _.which notl.ce was, duly rna.1.led
hereunder. Each such "notice Shil11 set forth the date fixed for
redemption, the redemption. price to be paid. and, if less than all
of the Series 1989 Bonds of one maturity are to be called, the
distinctive numbers, of such Series 1989 Bonds to be redeemed and
in the case of serles 1989 Bonds to be redeemed in part only, the
portion of the principal amount 1:hereof to be redeemed.
Upon surrender of any Series 1989 Bond for ~edempti~n in part
only, the Registrar shall authenticate ~nd de1~ver to the Owner
thereof, the cost of which shall be pa1d by the Issuer, a new
13
(FORM OF CURRENT INTEREST BOND J
No. R -
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1989
KNOW ALL MEN BY THESE PRESENTS, that the City of Winter
Springs, Florida (hereinafter called "City"), for value received,
hereby promises to pay to the. order of
, or registered assigns, as herein
provided, on the _ day of . ,upon the pre5en~a-
tion and surrender hereof at. the principal corporate trust off~ce
of
, in the City of ,
Florida (the "Registrar"), from the revenues hereinafter mentioned,
the principal sum. of _.
DOLLARS in any coin or currency of the United
States of America which on the date of payment thereof is legal
tender for the payment of public and private debts, and to pay,
solely from said sources, by check or draft mailed to the person
in whose name this Bond is registered at his address as it appears
on the Bond registration books of the City at the close of business
.on the fifteenth day of the month (whether or not a business day)
next preceding each interest payment date, interest on said
principal sum on each April 1 and October 1 commencing October 1,
1989 from the interest payment. date next preceding th.e date ~f
registration and authentication of this Bond, unless 'th.ls Bond olS
registered and authenticated as of -an interest payment date, .in
which case it shall bear interest from said interest payment date,
or unless this Bond is reqistered and authenticated prior to
, , . in which event this bond shall bear
interest from
The Bonds of this iSSUE! shall be subject to redemption prior
to their maturity at the option of the City.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the resolution.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount .of $9,000,000 of like date, tenor and
effect, except as to numbe::-, maturity and interest rate, issued to
finance the cost of refunding certain outstan~ing obligations of
the City and the cost of acquiring and constructing civic and
15
Series 1989 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1989 Bond surrendered.
Section 15. FORM OF SERIES 1989 BONDS. The text of the
Series 1989 Bonds shall be in substantially the following form..
with such omissions, insertions and variations as may be necessary
and/or desirable and approved by the Mayor of the Issuer and the
Clerk prior to the issuance thereof, which necessity andlor
desirability and approval shall be presumed by their execution of
the Series 1989 Bonds and the delivery of the Series 1989 Bonds to
the purchaser thereof by the Issuer:
14
recreational -facilities and related off-site improvements and a
fire station, pursuant to the authority of and in full compliance
with the Constitution and Statutes of the State of Florida,
including particularly Chapter 166, Part II, Florida Statutes, the
Charter of the City and a resolution duly adopted by the City
Commission of the City on May 1, 1989, as amended and supplemented
(the "Resolution") and is subject to all terms and conditions of
such Resolution.
This Bond and the interest herein are payable solely from and
secured by a lien upon and a pledge of the proceeds of the Public
service Tax imposed by the ..Ci ty on the purchase of certain
utilities services within the corporate limits of the City" under
the authority of Section 166.231, Florida Statutes, and pursuant
to an. ordinance enacted by the City on May 27, 1989, and the
proceeds of the Franchise Fees to be paid for a period of thirty
(30) years from April 1, 1984, by the Florida Power Corpora.tion,
pursuant to an ordinance enacted by the Issuer on Haren 27. 1984
(such tax and fees, above described, are herein collectivel}'
referred to as . Excise Taxes") in the manner provided in the
Resolution.
This Bond does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision or limitation, and it is expressly agreed by the Owner
of this Bond that such Owner shall never have the right to require
or compel the exercise of the ad valorem taxing power of the City
or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the making
of any sinking fund, reserve or other payments provided for in the
resolution.
it is further agreed between the City and the Owner of this-
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Excise Taxes in the manner provided
in the resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
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 of this
issue does not violate any constitutional or statutory limitations
or provisions.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the State of Florida.
16
CERTIFICATE OF AUTHENTICATION
The transfer of this Bond is registrable by .the Owner hereof
in. p~rson or by his attorney or legal representative at the
pr1nc1.pal corporate trust office of the Registrar but only in the
manner and subject to the conditions provided in the Resolution
and upon surrender and cancellation of this Bond.
the wI~~!n B~~~tt~n~~e r~~O~e~i~~~dS issued under the provisio~B of
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security' under the
Resolution ~nt.il it shall have been authenticated by the execution
by the Reg1.strar of the certificate of authentication endorsed
hereon.
Date of Authentication:
Registrar, 8S Authenticating
Agent
By {Manual Sianature}
Authorized Officer
ASSIGNMENT AND TRANSFER
. IN K~i'NESS WHEREOF, the City of Winter Springs, Florida, has
~ssued thJ.9 Bond and has caused the same to" be signed by its" Mayor
and countersigned and attested to by the C_ity Clerk, (the s1gna- '
tures of the Mayor and the City Clerk being authorized to be
facsimile of such officers' signatures) and its seal or a facsimile
thereof to be affixed," impressed, imprinted, lithographed or
reproduced hereon, all as of the _ day of , 1989.
CITY OF WINTER SPRINGS, FLORIDA
For value received the undersigned hereby sells, assigns and
transfers unto
other identifying number of
the within bond of the City
hereby constitute and appoint
, attorney, to transfer the
said bond on the books kept for registration thereof, with full
power of subst.l.tution in the premises.
(Please insert Social Security or
assignee)
of Winter Springs, Florida, and does
(SEAL)
(manual or facsimile)
Mayor
Date
Signature "Guaranteed:
ATTESTED AND COUNTERSIGNED:
(manual or facsimile)
City Clerk
NOTICE: Signature(s) must be
guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.
NOTICE: No transfer will be
registered and no new Bonds will
be issued in the name of the
Transferee, unless the signature
to this assignment shall
correspond with the name as it
appears upon"' the face of the
within -Bond in every particular,
without alteration or enlarge-
ment or any change whatever and
the Social Security or Federal
Employer Identification Number
of the Transferee is suppli-
ed. If the Transferee is a
trust, the names and Social
Security or Federal Employer
Identification Numbers of the
settlor and beneficiaries of the
trust, the Federal Employer
Identification Number and date
of the trust and the name of the
trustee should be supplied.
[End of Form of Current Interest Bond J
18
17
(FORM OF CAPITAL APPRECIATION BONDS)
Maturity Amount:
$
pr.l.ncipal Value
at Issuance: $
per $5,000 Maturity Amount
proceeds of the Franchise Fees to be paid for a periOd of thirty
(30) years from April 1, 1984, by the Florida Power Corporation,
pursuant to 'an ordinance enacted ~y the Issuer on"'March 27" 1978"
(such tax and fees, above described, are herein collectively
referred to as "Excise Taxes") in the manner provided in th'e
Resolution. ".'
No. CABR-
Bond Date:
This Bond does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision or limitation', and it "is expressly' agreed by the Owner
of ' this Bond that such Owner shall never have the right. to require
or co~pel the exercise of the ad valorem taxing power of the City
or taxation of any" real or personal property therein -for the
payment of the principal of and inter'est on this Bond or the making
of any sinking fund, reserve or other payments provided for in the
resolution. '
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY~ OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1989
KNOW ALL MEN BY THESE PRESENTS that the City of Winter
Springs, Florida (hereinafter called "City"), for value. received,
hereby promises to pay to the order of -
, or registered assigns, as herein
provided, on the _ day of , upon the presenta-
tion and surrender hereof at the principal office of
, in the City of
, Florida (the "Registrar"), from the revenues
hereinafter mentioned, the Haturity Amount specified above on the
Maturity Date specified above, or the applicable Accreted Value (as
reflected in the Schedule of Accreted values set forth herein) if
redeemed prior thereto as hereinafter provided.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the resolution.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $9,000,000 of like date, tenor and
effect, except as to number', maturity and interest rate, issued to
finance the cost of refunding certain outstanding obligations of
the City and the cost of acquiring and constructing a civic
recreational complex and related off-site improvements, pursuant
to the authority of and in full compliance with the Constitution
and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, the Charter of the City and
a resolution duly adopted by the City Commission of the City on
May 1, 1989, as supplemented (the "Resolution") and is subject to
all terms and conditions of such Resolution.
It is further agreed between the City and the Owner of this
Bond that this Bond and the indebtedness evidenced hereby shall not
c~nstitute a lien upon any property of or in the City, but shall
constitute a lien only on the Excise Taxes in the manner provided
in the resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
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 of this
issue does not violate any constitutional or statutory limitations
or provisions.
This Bond is and has all the qualities and incidents "of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the State of Florida.
The transfer of this Bond is registrable by the Owner hereof
in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject to the conditions provided in the Resolution
and upon surrender and cancellation of this Bond.
This Bond and the interest herein are payable solely from and
secured by a lien upon and a pledge of the proceeds of the Public
Service Tax imposed by the City on the purchase of certain
utilities services. within the corporate limits of the City, under
the authority of Section 166.231, Florida Statutes, and pursuant
to an ordinance enacted by the City on March 26, 1989, and the
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the
Resolution until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorsed
hereon.
IN Wli'NESS WHEREOF; the City of Winter Springs, Florida, has
issued this Bond and has caused the same to be signed by its Mayor
and countersigned and attested to by. the City Clerk, (the signa-
tures of the Mayor and the City Clerk being authorized to be
19
20
",t;\.
facsimile of such officers' signatures) and its seal or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the __ day of , 1989.
CITY OF .WINTER SPRINGS, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
(manual or facsimilel
Mayor
(manual or facsimile l
Ci ty Clerk
21
Section 16. APPLICATION OF SERrES 1989 BOND PROCEEDS. The
proceeds, including accrued interest and premium, if any, received
from the sale of any or all of the Series 1989 Bonds shall b_e
applied by the Issuer simultaneously with the delivery of such
Series 1989 Bonds to the purchaser thereof, as follows:
A. The accrued interest and at the election of the Issuer
interest to accrue during the period the Project is being acquired
and constructed on those Series 1989 Bonds allocable to the project
shall be deposited in the Interest Account in the Debt Service Fund
and shall be used only for the purpoGe of paying interest becoming
due on the Series 1989 Bonds. .. Such accrued interest and proceeds
of the Series 1989 Bonds, if any, deposited in the Interest Account
shall be. invested solely in Federal Securities until used to pay
interest- coming due on the Series 1989 Bonds.
B. Certain of the remaining proceeds shall be deposited with
the Escrow Holder to.be applied as provided in the Agreement, which
together with any other funds to be deposited in escrow, will be
sufficient to pay the principal and interest and redemption premium
when due on the Refunded Bonds.
Such escrowed funds shall be kept separate and apart from all
other funds of the Issuer and the moneys on deposit therein shall
be withdrawn,. ~se.d and applied by the Issuer solely for the
purposes set forth herein and in the Agreement. All such proceeds
shall be and c;:onstitute trust funds for such purposes and there is
hereby created a' lien in favor of the Holders of the Series 1989
Bonds upon such money until 50 applied.
C. Unless provided from other funds of the Issuer on the
date of issuance of the Series 1989 Bonds or unless provided for
through the purchase of a guaranty or municipal bond insurance
issued by a reputable and recognized municipal bond insurer that
is rated in the highest rating category by A.M. Best & Company,
Standard & Poor' s Corporation or Moody's Investors Service, an
irrevocable letter of credit rated in one of the two highest
categories by a nationally recognized rating agency which expires
at the final maturity of the Series 1989 Bonds, an irrevocable
surety bond which expires at the final maturity of the series 1989
Bonds, or any combination thereof, the Issuer shall deposit to the
Reserve Account in the Debt Service Fund, which Reserve Account is
herein created, a sum sufficient, together with other funds on
deposit in the Reserve Account to equal the Reserve Requirement on
the Series 1989 Bonds, and shall be used only for the purposes
provided in Section 18 of this Resolution.
D. To the extent not reimbursed therefor by the original
J?urchaser of the Series 1989 Bonds, the Issuer shall pay all costs
lncurred in connection with the issuance of the Series 1989 Bonds,
23
CERTIPICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within menti~ned Reso~ution.
Registrar, 89 Authenticating
Agent
Date of Authenticati~n:
By
(Manual Sianaturel
Authorized Officer
ASSIGNMENT llHIl TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
'-
(Please insert Social Secur.ity or
assignee)
of Winter Springs, Florida, and does
other identifying number. _of
the within bond of the City
hereby constitute and appoint
, attorney, to transfer the
said bond on the books kept .for ,registration thereof, with full
power of substitution in the premises.
Date
Signature Guaranteed by
[ member
firm of the New York. Stock.
Exchange or a commercial bank.
or a trust company.]
By: (manual sianaturel
Title:
NOTICE: No transfer will be
registered and no new Bonds will
be issued in the name of t.he
Transferee, unless the signature
to this assignment corresponds
with the name 8S it appears upon
the face of tbe within Bond in
every particular, without
alteration or enlargement or any
change whatever and the Social
Security or .Federal Employer
Identification Number of the
Transferee is supplied.
[Attach Schedule of Accreted Values]
[END OF BOND FORM OF CAPITAL APPRECIATION BONDS)
22
E. The balance of the Series 1989 Bond proceeds shall be
deposited in the City of Winter Springs Construction Fund Series
1989 hereby created and such proceeds shall be used solely to
acquire and construct the Project.
Section 17. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall
not be or constitute general obligations or indebtedness of the
Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes as herein provided. No Owner-
or Owners of any Bonds issued hereunder shall ever have the right
to compel the exercise of the ad valorem taxing power of the Issuer
or taxation in any form of any real or personal property therein
to pay such principal and interest from any other funds of the
Issuer except from the special funds in the manner provided herein.
The payment of the principal of and interest on the Series
1989 Bonds shall be secured forthwith equally and ratably by, and
the Issuer hereby grants to the OWner an irrevocable lien on the
Excise Taxes, which lien shall be prior and superior to all the
liens and encumbrances on such Excise Taxes and the Issuer does
irrevocably pledge such Excise Taxes to the payment of the prin-
cipal of and interest on the Series 1989 Bonds, for the reserves
therefor and for all other required payments, but only in the
manner and to the extent provided in this Resolution,
Section 18. COVENANTS OF T'HE ISSUER. For so long as any of
the principal of and interest on any of the Series 1989 Bonds shall
be Outstanding and unpaid or until the Issuer has made provision
for payment of principal, interest and redemption premiums, if any I
with respect to the Bonds, as provided for in Section 33 below, the
Issuer covenants with the holders of any and all Series 1989 Bonds
as follows:
A. EXCISE TAXES FUND. All Excise Taxes shall upon receipt
thereof be deposited in the "City of Winter Springs Excise Taxes
Fund" (hereinafter called the "Excise Taxes Fund"), hereby created
and established. All deposits into such Excise Taxes Fund shall
be deemed to be held in trust for the purposes herein provided and
used and applied only for the purposes and in the manner herein
provided.
The Excise Taxes shall be and are hereby pledged to the
payment of the principal of, premium, if any, and interest on the
Series 1989 Bonds and to the security thereof. The holders of the
Series 1989 Bonds shall have a lien upon the Excise Taxes, in
accordance with the provisions hereof. The Excise Taxes so pledged
and hereafter received by the Issuer shall immediately be subject
to the lien of such pledge without any physical delivery or further
act. All of the Series 1989 Bonds shall be equally and ratably
secured hereby. The money remaining in the Excise Taxes Fund,
after making provision for the payments into the Debt Service Fund,
24
and the various accounts therein, hereinafter created and
established, may, so long as there is no deficiency therein,. be
used for any lawful purp?se.
B. '" DISPOSITION OF EXCISE TAXES. All Excise Taxes in the
Excise Taxes Fund shall be disposed of monthly, but not later than
the fifteenth (15th) day of each month commencing in the month
immediately fOllowing the delivery of the Series 1989 Bonds only
in the following manner and the following order of priority:
(l) The Issuer shall first deposit into a separate fun"d
which is hereby created and designated .City of Winter Springs
Excise Taxes Debt Service Fund" (hereinafter called the "Debt
Service Fund"), and credit to the following accounts, each on a
parity with each other, the following identified sums:
the Reserve Account whenever the amount provided for in Section
16(C) shall be on deposit therein.
Any withdrawals from the Reserve Account shall be subsequently
restored from the first moneys available in the Excise Taxes Fund
after all required payments to the In.terest Account, Principal
Account and Redemption Account in the Debt Service Fund (including
all deficiencies in prior. required payments therefrom) have been
made in full. Any excess funds in the Reserve Account shall be
transferred to the Intere6t Account. Upc;m the issuance of any
Additional. Parity Obligations the Issuer shall fund in full part.
from the proceeds qf such Additional Parity Obligations or in any
other manner provided in Section 16(C} hereof the required
addi tionel deposit to the Reserve Account.
Moneys in the Reserve Account with respect to any series of
Bonds shall be used only for the purpose of payment oJ maturing
principal of or interest or Amortization Installment with respect
to such serics of Bonds when the other money in the Debt Service
Fund is insufficient therefor, and for no other purpose.
(2) Upon the issuance of any' Additional Parity Obliga-
tions under the terms, limitations and conditions as arc heroin
provided, the payments into the several accounts in the Debt
Service Fund, shall be increased in such amounts as shall be
necessary to make the payment for the principal of, and interest
on such Additional Parity ObligatiQns on the same basis as
hereinabove provided with respect to the Bonds issued under this
Resolution.
(a) Interest Account: one-sixth (1/6) of all
interest becoming due on the Current Interest Bonds on the next
semi-annual interest' payment date, together with any fees or
charges of the Registrar or paying Agent thereof. The moneys in
the Interest Account shall be withdt"Bwn and deposited with the
Paying Agent for the Bonds on or before each interest payment date
in an amount sufficient to pay the. interest due on such date and
the fees and charges of the Registrar or Paying Agent. Such
monthly payments shall be increased or decreased proportionately
prior to the first interest payment date or dates, after making
allowances for any deposits made into the Interest Account upon the
issuance of the Bonds.
(h) Principal Account: Beginning on the first'day
of the month which is twelve (12) months prior to first principal
maturity date or the applicable or shorter time period if the first
principal maturity date is less than twelve (12) months after
delivery of the Bonds and monthly thereafter, such sum as will be
sufficient, together with the funds then on deposit therein, to pay
one-twelfth -(1/12) of the principal amount and/or the Accreted
Value (except for payments to be made from the Redemption Account
herein created and established) maturing or scheduled to be called
for redemption on the next principal maturing date. The m.oneys on
deposit in the Principal Account shall be withdrawn and deposited
with the Paying Agent for such Bonds on or before each principal
maturity date in an amount sufficient to pay the principal maturing
on such date and the fees and charges of the Registrar or Paying
Agent.
(3) The Issuer shall not be required to make any further
deposits into the Debt Service Fund in any month to the extent the
monthly deposits into the Debt Service Fund, including the Reserve
Account therein, required by this Section 18(B) have been made by
the Issuer prior. to the 15th day of each month and no deficiency
exists in any account in the Debt Service Fund.
(4) The balance of any moneys remaining in the 'Revenue
Fund after the above rcquired payments have been made may be used
for any lawful purposc; provided, however, that .none of said money
shall be used for any purposes other than those hereinabove
specified unless all current payments, including any deficiencies
for prior payments, have been made in full .;tnd unless the Issuer
shall have complied fully with all the covenants and provisions of
the Resolution.
(C) Redemption Account: An amount sufficient to
pay any Amortization Installment established by any subsequent
resolution of the Issuer.
(d) Following the deposit provided for in Section
16(C) hereof, no further deposits shall be required to be made into
No further deposit shall be required to any of the accounts
in the Debt Service Fund when sufficient moneys. are on deposit in
the accounts within the Debt Service Fund to pay the principal,
interest, and redemption premium, if any, on all Bonds at maturity.
25
26
(5) The Debt .Service Fund (including the accounts
therein), the Revenue Fund and any other special funds 'herein
established and created shall be deemed to be held in trust for the
purposes provided herein for such funds. The rtloney in all such
funds shall be continuously secured in the same manner as state and
municipal deposits are authorized to be secured by the laws of the
State of Florida.
or adversely affect in .'any manner the pledge of the Public Service
Tax made herein, or the rights"of the holders of the Bonds, or the
rate or amount of the Public Service Tax. The City does "further
covenant and agree that so long as any of th~ principa.l of ,?r
interest on any of the.Bonds shall be outstanding and unpaid, or
payment thereof not duly provided for,. it will levy and collect
such Public' Service Tax, to the. extent necessary. up to the maximum
rate provided by law, as will always, together "with other moneys
available therefor, .provide funds sufficient to pay, as t~e same
shall become due, the principal of and interest on the Bonds, in
addition to paying, 8S the same shall b~come due, all reserve fund
and other payments provided for .[n this Resolution and all other
obligations and indebtedness payable out of said Public Service
Tax.
Except as otherwise provided in Section 16 (A) of this. Resolu-
tion, moneys on deposit in the Revenue Fund and the Debt Service
Fund excluding the Reserve. Account may be invested and reinvested
in Investment Securit'ies which mature not later than the dates on
which the moneys on deposit therein will be needed for the purpose
of such fund. Moneys in the Reserve Account may be invested and
reinvested .in Investment Securities maturing 'not later than five
(5) years from the date of their deposit in the Reserve Account.
All income on such investments, except as otherw~se provided, shall
be deposited in the respective funds and accounts from which such
investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit therein, and
thereafter shall be deposited in the Revenue Fund. If the Reserve
Requirement shall be on deposit in the Reserve Account, investment
income earned on the Reserve Account shall be deposited in the
Interest Account. To the extent that the Reserve Requirement shall
not be on deposit in the Reserve Account, investment income earned
on the Reserve Account shall remain on deposit. therein.
27
The Issuer further expressly represents that it has legal and
valid power to continue the levy and collection of the Public
Service Tax until all the principal" of and interest .on the Bonds
have been fully paid, notwithstanding that the legiSlative authori-
ty therefor may be repealed, amended or modified by the Legislature
of Florida prior to such time; and said City further represents
that the covenants entered into between the City and holders of the
Bonds pursuant to this subsection (C) constitute a valid and
legally binding contract between the City and such Bondholders not
subject to repeal, impairment or modification by the City.
D. FRANCHISE FEES. So long' as any of the Bonds are Out-
standing and unpaid, or' payment thereof has not been duly provided
for, it will not repeal the ordinance granting the 'franchise to
Florida Power Corporation and levying said Franchise Fees, and will
not amend or modify said ordinance in any manner so as to reduce
the rate or amount of Franchise Fees levied thereunder, or impair
or adversely affect the obligation of Florida Power Corporation,
or of its legal representatives, successors or assigns, to pay, or
the power or obligation of the City to. levy and collect said
Franchise Fees, or impair or adversely affect in any manner the
pledge of such Franchise Fees made herein, or the rights of holders
of Bonds issued pursuant to this Resolution.
The City further expressly represents that it has legal and
valid power to levy and continue to levy and collect said Franchise
Fees in the manner provided, in said ordinance, and said City
further represents that the covenants entered in1;.o between the City
and the holders of the Bonds pursuant to this subsection (D)
constitut"e a valid and legally binding contract between the City
and such Bondholders "and are not subject to repeal, impairme.nt or
modification by the City.
In the event the Issuer shall acquire the electric power and
distribution facilities of the Florida Power Corporation, or in the
event it shall acquire, construct or operate an electric power and
distribution system and the Franchise Fees are not available to the
(6) In determining the amount of any of the payments
required to be made pursuant to this Section l8(B), credit shall
be given for all investment income accruing to the respective funds
and accounts described herein, except as otherwise provided.
(7) The cash required to be accounted for in each of the
funds and accounts described in this Section 18, may be deposited
in a single bank account, provided that adequate accounting records
"are maintained to reflect and control the restricted allocation of
the cash on deposit therein for the various purposes of such funds
and accounts as herein provided. The designation and establishment
of the various funds in and. by this Resolution shall not be
construed to require the establishment of any completely indepen-
dent, self-balancing funds as" such term is commonly defined and
used in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues and to estab.lish
certain priorities for application of such revenues as herein
provided.
C. PUBLIC SERVICE TAXES. For so long as: any of the Bonds
are Outstanding and unpaid, or payment thereof has not been duly
provided for, it will not repeal the ordinance levying the Public
Service Tax, and will not amend or modify said ordinance in any
manner so as to impair or adversely affect the power and obligation
of the City to levy and collect the Public Service Tax, or impair
2~
City to make the payments therefrom required pursuant to the
provisions of this Resolution, the City will make payment from the
net revenues first available to it from the operation of any such
electric power and distribution sYI;tem so owned, acquired, con-
structed or operated by it of the amounts required to be paid from
the Franchise Fees pursuant to the provisions of this Resolution.
E. BOOKS AND ACCOUNTS: AUDIT. The Issuer shall keep proper
books, records and accounts, separate and apart from all other
records and accounts, showing correct and complete entries of all
transactions relating to the collection and disbursement of the
Excise Taxes. The Owners of any of the Bonds or any duly
authorized agent or agents of such Owners shall have the right at
any and all reasonable times to inspect such books, records and
accounts. The Issuer shall, in accordance with application of
State of Florida law, following the close of each -Fiscal.Year cause
an audit of such books, records and accounts to be made by an
independent firm of certified public accountants in accordance with
generally accepted accounting. procedures . Each such audit, shall
include the following:
Comments regarding any non-compliance by the City in carrying
out the accounting requirements of this Resolution.
Copies of each such audit'report shall'. be placed on file with
the Issuer and be made available at reasonable times for inspection
by Owners of Bonds, and shall be sent to the nationally recognized
bond rating agencies and to the initial purchasers of the Bon~s.
The auditors selected by the Issuer shall. be changed at any tl.me
by a written request signed by, a majority of the Owners.
F. ENFORCEMENT OF COLLECTIONS. The Iss;uer will diligently
enforce and collect all Excise Taxes and will take all steps,
actions and proceedings :for. the enforcement and collection of such
rates, charges and fees as shall become delinquent to the full
extent permitted or .authorized by lcl\~'; and will maintain accurate
records with respect thereof. All such fees, rates, ~harges and
revenues herein pledged shall, as collected, be .held ~n trust to
be applied as herein provided.
Nothing herein,- however, shall be construed to grant to any
Owner of the -Bonds any lien on any property of the Issuer,
G. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not is~ue
any other obligations payable from t~e Excise Taxes nor voluntar~ly
create or cause to be created any .dE~bt, lien, pledge, assignme~t,
encumbrance or other charge having priority to or being on a par~ty
with the lien of the Bonds issued pursuant to this Resolution and
the interest thereon, upon said Excise Taxes except un.der. the
conditions and in the manner provided herein. Any obl~gat~ons
issued by the Issuer other than th,~ Bonds herein auth?rized and
Additional parity Obligations, pay.!lble from such Exc~se Taxes,
shall contain an express statement that such obligations are
junior, inferior and subordinate in all respects to the Bonds
herein authorized, as to lien on and source and security for
payme.nt from such Excise Taxes.
H. ISSUANCE OF ADDITIONAL. PARITY OBLIGATIONS. No Additional
parity Obligations, payable on -a parity from the Excise Taxes,
shall be issued after the issuance of the Series 1989 Bonds herein
authorized, except upon the conditions and in the manner herein-
after provided:
(1) There shall have been obtained and filed with the
Issuer a certificate of an independent certified public accountant
of suitable experience and responsibility stating: (a) that the
books and records of the City relating to the collection and
receipt of the Excise Taxes. have been audited by him; (b) the
amount of the Excise Taxes received for any twelve (12) months out
of the immediately preceding twenty-four (24) months preceding the
date of issuance of the proposed Additional Parity Obligations with
respect to which such certificate is made; (C) ,that the aggregate
amount of such Excise Taxes for such period 'is equal to not less
than one hundred twenty-five percent (125%) of the Maximum. Bond
Service Requirement on all obligations issued under this
Resolution, if any, then Outstanding and on the Additional Parity
Obligations with respect to which such certificate is made.
(2) The Excise Taxes for the preceding Fiscal Year may
also be adjusted to include the e.stimated Excise Taxes as certified
by an independent certified public accountant, that the Issuer
would have received from areas that the Issuer has annexed pr-ior
to the issuance of the Additional Parity Obligations and not fully
ref lected in such Fiscal Year.
(3) The Excise Taxes for the preceding Fiscal Year may
also be adjusted to include the estimated Excise ,Taxes, as
certified by an independent certified public accountant, that the
Issuer would have received during such Fiscal Year due to increase
in the rate or rates of such Excise Taxes during such Fiscal 'fear
and not fully reflected in such Fiscal Year.
(4) Each resolution authorizing the issuance of Ad-
ditional Parity Bonds will reC.l.te that all of the covenants herein
contained will be applicab~e to such Additional Parity Bonds.
(5) The City shall not be in default in performing any
of the covenants and obligations assumed hereunder, and all
payments herein required to have been made into, the funds and
accounts, as provided hereunder, shall have been made to the full
extent required.
Section 18. FEDERAL INCOME TAX COVENANTS: TAXABLE BONDS.
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(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 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 Hoider thereof for federal income tax purposes.
amended, or under any similar act in any jurisdiction which may noW"
be in effect or hereafter enacted.
(B) The Issuer covenants with the Holders of Bonds (other
than Taxable Bonds) that it not will make any. use of the proceeds
of such Bonds (or amounts deemed to be proce_eds under the Code) in
any manner which would cause such Bonds to be narbitrage bonds"
within the meaning of Section 148 of the Code and that it shall not
do any act or fail to do any act which would cause the interest on
such Bonds to become includable in the gross income of the Holder
thereof for federal income tax purposes.
(C) The Issuer shall default in the due and punctual perfor-
mance of any other of. the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution on the part
of the Issuer to be performed, and such default shall continue for
a period of. thirty (30) days after written notice of such default
shall have been received from the Holders of not le6s than twenty-
five percent (25%) of. the aggregate principal amount of Bonds
outstanding or the Insurer of such amount of Bonds or any Credit
Bank. 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 in-
stitutes curative action and diligently pursues such action until
the default has been corrected.
(C) The Issuer hereby covenants with the Holders 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. ,
(0) The Issuer may, if it so elects, issue one or more series
.of Taxable Bonds the interest on wbich is (or may be) includible
in the gross income of the Holder thereof for federal income tax
purposes, so long as each such Bond 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 oc
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.
Section 19. EVENTS OF DEFAUL'r. ,The following events shall
each constitute an ".Event of Default~:
(A) Default shall be made in the payment of the principal of,
Amortization Installment, redemption premium or interest on any
Bon.d when due. .
(B) There. shall occur the d.Lsso1"ution or - iiquid~tion of the
Issuer, or the filing, by the Issuer of a volyntary petition in
bankruptcy, or the commission by. the' Issuer of any ~ct of
bankruptcy, or adjudication of the Issuer as a bankrupt, or
assignment by the Issuer for th~ benefit of ~ts creditors, ,or
appointment of a receiver for the 'IssueI, or the entry by .the
Issuer into an agreement of composition with its creditors, or the
approval by a court of competent ju:isdicti~n of a p~tit~on
applicable to .the Issuer Jil1aoy p=oceed~ng for ~ts. reorgan~zat~on -
instituted under the provisions of the Federal ~ankruptcy Act, as
(D) An event of default pursuant to Section 30 of this
Resolution .'
Section 20. ~. 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 suit1 action,
mandamus or other proceedings - in any court of competent jut:" is-dic-
tion, protect and enforce any and all rights under the laws of the
State of Florida, or granted and contained in this Resolution~ dnd
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 principa.l
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 proceed-
ings for the enforcement and protection of the rights of such
Bondholders and such certificate shall be executed by such. Bond-
holders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appoint-
ment, together with evidence of the requisite signatures of the
Holders of not less than twenty-five percent (25%) in agg-regate
principal amount of Bonds Outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment- of the first
trust hereunder, no further. trustees may be appointed; however t the
Holders of '8 majority in aggregate principal amount of all the
Bonds then Outsta.nding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
31
32
Upon the occurrence of an Event of Default, a trustee may,
with the .consent of AHBAC Indemnity (in the case of any Bonds
insured by AMBAC Indemnity), and shall, at the direction of AMBAC
Indemnity (in the. case of any Bonds insured by AMBAC Indemnity) or
25\ of the Bondhol.derswith the c_onseI!t of AMBAC Indemnity (in the
case of any Bonds insured by AMBAC Indemnity), by written notice
to the Issuer and AMBAC Indemnity (in the case of any Bonds insured
by AMBAC Indemnity), declare the principal of the Bonds to be
immediately due Bnd payable, whereupon that portion of the prin-
cipal of the Bonds thereby coming due and the in.terest thereon
accrued to the date of payment shall, without further action,
become and be inunediately due and payable, anything in this
Resolution or in the Bo;nds to the contrary notwithstanding.
Section 21. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS.
The Holders of a majority in principal amount of the Bonds then
Outstanding (or any Insurer insuring any then Outstanding Bonds)
have the right, by an instrument or concurrent instruments in
writing executed and delivered to the trustee, to direct the method
and place of conducting all remedial proceedings to be taken by the
trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof,
and that the trustee shall have the right to decline to follow any
such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such
direction.
Section 22. 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 at' in equity or by
statute. ~ .
SectioQ 23. 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 acquiesc;enc'e therein; and every
power and remedy given by Section 20 of this Resolution to the
Bondholders may be exercised from time to time, and as often as may
be deemed expedient. .
Section 24. 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 Excise Taxes as follows and in the following order:
(A) To the payment of the reason.able and proper charges,
expenses and liabilities of the trustee or receiver, Registrar and
Paying Agent hereunder; and
33
Section 26. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'.
~. .The Issuer, from time to time and at any time, may adopt
ouch supplemental Resolutions without the consent of the Bond:-:-
lolders (which supplemental Resolution shall thereafter form a part
lereof) for any of the following purposes:
(A) To cure any.ambiguity or formal defect or omission or to
'orrect any inconsistent provisions in this Resolution or to
'larify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional
ights, remedies, powers, authority or security that may lawfully
,e granted to or conferred upon the Bondholders. .
(C) To add to the conditions, limitations and restrictions
n the issuance of Bonds under the provisions of this Resolution.
(D) To add to the covenants and agreements of the Issuer in
his Resolution or to surrender any right or power herein reserved
o or conferred upon the Issuer.
(E) To specify and determine matters and things relative to
uch Bonds which are not contrary to or inconsistent with this
esolution aa theretofore in effect, or to amend, modify or rescind
n.y such authorization, specification or determination at any time
rior to the first delivery of such Bonds.
(F) To change or modify the description of the Project.
(G) To specify and determine matters necessary or desirable
)r the issuance of Capital Appreciation Bonds.
(H) To make any other change that, in the opinion of the
isuer, would not materially adversely affect the security for the
>ods but only with the prior consent of ANSAC Indemnity for
langes relating to those Bonds issued by AHBAC Indemnity.
Section 27. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND
rSURER'S CONSENT. Subj ect to the terms and provisions contained
l this Section 21 and Section 26 hereof, the Holder or Holders of
It less. than a majority in aggregate principal amount of the Bonds
len Outstanding shall have the right, from time to time, anything
mtained in th.is Resolution to the contrary notwithstanding, to
ITIsent to and approve the adoption of such supplemental resolution
, resolutions hereto as shall be deemed necessary or desirable by
Ie Issuer for the purpose of supplementing, modifying, altering,
lending, adding to or rescinding, in any particular, any of the
lrms or provisions contained in this Resolution; provided,
Iwever, that if such modification or amendment will, by its terms,
It take effect so long 8S any Bonds remain Outstanding, the
'nsent of the Holders of such. Bonds shall not be required and such
Inds shall not be deemed to be Outstanding .for the purpose of any
35
(B) To the payment of the i.oterest ~nd principal,: including
any redemption premium, if applicable, then due on the Bonds, as
follows:
(1) Unless the principal.of all the Bonds shall have become
due and payable, all such moneys shall be applied:
. FIRST: to the payment, to ,the per~o.';s 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 install-
ment, then to the payment ratably, according to the amounts
due on such installment, to the persons entitled thereto,
without any discrimination or preference;
SECOND: to the payment to the persons entitled thereto
of the unpaid principal of any of the Bonds which shall have
become due at maturity or upon mandatory redemption prior. to
maturity, (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions
of this Resolution), in the order ot' 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 discrimina.-
tion or preference; and
THIRD: to the payment of any Bonds called for optional
redemption pursuant to the provis;ons ?f ~pis Resolut:--ion.
. p) If the principal of all the Bonds shall _ have beco~e due
and payable, all such moneys shall be applied to the payme?t of the
principal and interest then due and unpaid.upon the. Bonds, .without
preference or priority of principal over interest or of inter:est
over principal, or of any installment of interest .over any other
installment of interest, or of any Bond over any other Bond,
ratably, according to the amounts due respectively for, prin,cipal
and interest, to the persons entitled thereto without any
discrimination or preference.
Section 25. CONTROL BY INSURER. Upon the o.c.currence and
continuance of an Event of -Default, any insurer af the . payment of
principal and interest on such Bonds, if such insurer shall. have
honored 'all of its commitments under its bond insurance policy I
shall be entitled to direct and control the enforcemen~ of all
rights and remedies with respect to the Bonds it s?all insure.
34
calculation of Outstanding Bonds under this Section 27. Any
supplemental resolution which is adopted in accordance with the
provisions of this Section 27 shall also' require the ~~.itten
consent of the insurer of any Bonds which are Outstanding at the
time such supplemental. resolution shali .-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
premium 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 or the insurer of the
adoption of any .supplemental resolution as authorized in Section
26 hereof.
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any supplemental resolution pursuant to this
Section 27, 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 and to all insurers of Bonds Outstanding. Such notice shall
briefly set forth the nature of the proposed supplemental resolu-
tion 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 27 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 27.
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 insubstantially 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 le8s 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 pt;ovided, no Holder of
36
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 operat1.on .thereof, or in any
manner to question th'e propriety of the adoption thereof, or to
enjoin or restrain the Issuer from adopting the same or from taking
any acti~n pursuant to t):le provisions thereof.
upon the adoption of any supplemental res~lution pursuant to
the provisions of this Section 27, this R6s01utJ.on shall be deemed
to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution Qf
the Issuer and all Holders of Bonds then Outstanding shall there-
after be determined', exercised and enforced in all respects under
the provisions of this Resolution as so modified and amended.
Section 28. AMENDMENT WITH CONSENT OF' INSURER ONLY. If all
of the Bonds Outstanding hereunder are insured as to payment of
principal and interest by an insurer or insurers, and the insurer
is not in default, the Issuer may adopt: one or more supplemental
resolutions amending all or any part hereof, with the written
consent of said insurer or insurers, and prior notice to Standard
& Poor's Corporation, and the acknowled~pnent by said insurer or
insurers that its insurance or guaranty policy will remain in full
force and effect. The consent of the Holders of any Bonds shall
not be necessary. The foregoing right of amendment, however, does
not apply to any amendment with respect to the e?Cclusion, if
applicable, of interest on said'Bonds from the gross l.ncome of the
Holders thereof for federal income tax purposes nor may any such
amendment deprive the Holders of any Bcmd of": right to payment. of
the Bonds from, and their lien on, the Excise Taxes. Upon ...~iling
with the Clerk of evidence of such consent of the ~nsurer~ or
insurers as aforesaid, the Issuer may adopt such supplemental
resolution. After the adoption by the Issuer of such supplemental
resolution, notice thereof shall b.e mailed in the same manner as
notice of an amendment under Section 27 hereof.
rence and continuance of an event of default as defined herein,
AKBAC Indemnity shall be entitled, as to those Bonds insured by
AMBAC Indemnity to control and direct the enforcement of all rights
and remedies granted to the Bondholders under this Resolution,
including, without limitation, acceleration of the principal of the
Bonds as described in this Resolution and the right to annul any
declaration of acceleration, and AMBAC Indemnity shall also be
entitled to approve all waivers of Events of Default.
Section 30. NOTICES TO BE GIVEN TO AMBAC INDEMNITY. While
the'Municipal Bond Insurance Policy is in effect, the Issuer sha.ll
furnish to AMBAC Indemnity:
(8) as soon as practicable after the filing thereof, a copy
of any financial statement of the Issuer and a copy of any audit
and annual report of the Issuer i
(b) a copy of any notice to be given to the registered owne't's
of any Bonds insured by AMBAC Indemnity, including without limita-
tion, notice of ahy redemption of or defeasance of Bonds insured
by AMBAC Indemnity, and any certificate rendered pursuant to th.is
Resolution, relating to the security for the Bonds insured by AMBAC
Indemnity; and
(C) such additional information it may reasonably request.
The Issuer will permit AMBAC Indemnity to discuss the affairs,
finances and accounts of the Issuer or any information AMBAC
Indemnity may reasonably request regarding the security for the
Bonds insured by AMBAC Indemnity with appropriate officers of_ the
Issuer. The Issuer, will permit AMBAC Indemnity to have access-to
any of the Project financed with Bonds insured by AMBAC Indemnity
and have access to and to make copies of all books and r~cords
relating to the Bonds insured by AMBAC Indemnity at any reasonable
time.
Section 29. fA) 'CONSENT OF AMBAC INDEMNITY. Any ,provision
of this Resolution expressly recognizing or granting rights in or'-
to AKBAC Indemnity may not be amended in any manner which affects
the rights 'of,AMBAC Indemnity hereunder without the prior written
consent of AMBAC Indemnity.
(B) :Co1J.se'nt of AMBAC Indemnity in Addition to Bondholder
Consent. Unless ot'herWlse provided in this Section, AMBAC
Indemnity's~ consent shall be required in addition to Bondholder
consent, when required, for the following purposes: (i) execution
and delivery of any supplemental, or amendatory resolution; and
(ii) initiation or approval of any action not described in (i)
above which requires Bond,ho~der consent.
(C) Consent of AMBAC Indemnity Upon Default. 'Anything in
this Resolution to the contrary notwithstanding, upon the occur-
. AMBAC Indemnity shall have the right to direct an accounting
at the Is~uer's expense, and the Issuer's failure to comply with
such direction within thirty (30) days after receipt of written
notice of the direction from AMBAC Indemnity shall be deemed an
Event of Default hereunder i provided, however, that if compliance
cannot, occur within such period, then such period will be extended
so long as compliance is begun within such peri04 and diligently
pursued, 'but only if such extension would not materially adversely
affect the interests of any registered owner of the Bonds.
Notwithstanding any other provision of this Resolution, the
Issuer., shall immediately notify AMBAC Indemnity if a?y time there
are ~risufficient moneys to make any payments of principal and/or
interest as required and immediately upon the occurrence of any
Event of Default hereunder.
37
38
Section 31. PAYMENT PROCEDURE PURSUANT TO MUNICIPAL" BOND
INSURANCE POLICY. As long as the Municipal Bond Insurance Policy
shall be in full force and effect, the Issuer and any Paying Agent
agree to comply with the following provisions:
(a) if five (5) days prJ.or to an interest payment date the
paying Agent determines that there wiJ 1 be insufficient funds in
the funds and, accounts created pursuan't to this Resolution to pay
the principal of or interest on the Bonds insured by the Municipal
Bond Insurance Policy on such interest payment date, the Paying
Agent shall so notify AMBAC Indemnity. Such notice shall specify
the amount 'of the anticipated deficiency, the Bonds to which such
deficiency;is applicable and whether such ,Bonds will be deficient
as to principal or interest, or both. If the Paying Agent has not
so notified AMBAC Indemnity five (5) days prior to an interest
payment date, AMBAC Indemnity will make payments of principal or
interest due on the Bonds on or before the fifth (5th) business day
next following the date on which AlmAC Indemnity shall have
received notice of nonpayment from the Paying Agent.
satisfactory to the Insurance Trustee to permit ownership of a,uch
Bonds to be registered in 'the.name of AMBAC Indemnity) for payment
to the Insurance Trustee, and not the paying Agent, and (iv)' tnat
should they be entitled to receive partial ,payment of principal
from AMBAC Indemnity, they must surrender their Bonds for payment
thereon first to the Paying Agent who shall note on such Bonds the
portio_" of the principal. paid by the Paying. Agent. and then, along
with an appropriate instrument of assignment in form satisfactory
to the Insurance Trustee, to the Insurance Trustee, which will then
pay. the unpaid portion of principal.
(e) in "the event that the Paying Agent has notice that any
payment of principal of or interest on a Bond which has become due
for payment and which is made to a Bondholder by or on behalf of
the Issuer has been deemed a preferential transfer, and theretofore
recovered from ita registered owner pursuant. to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with the
final, nonappealable 'Order of a court having competent jurisdic-
tion, the Paying Agent ,shall, at the time AMBAC Indemnity is
notified pursuant to (a) above, notify all registered owners that
in the event that any registered owner's payment is so recovered,
such registered owner will .be entitled to payment from AMBAC
Indemnity to the extent of such recovery if sufficient funds are
not otherwise available, and the paying Agent shall furnish AMBAC
Indemnity its records evidencing the payments of principal of and
interest on the Bonds which have been made by the Paying Agent, and
subsequently recovered from registered owners and the dates on
which such payments were made. .
(b) the. paying Agent shall, afteI: giving notice to AMBAC
Indemnity as provided in (a) above, make available to AMBAC
Indemnity and, atAMBAC Indemnity's direction, to the United States
Trust Company of New York, as insurance trustee for, AMBAC Indemnity
or any successor insurance trustee (thE! . Insurance Trustee"), the
registration books of the Issuer maintained by the Paying Agent,
and all records relating to the funds and accounts maintained under'
this Resolution.
(f) in addition to those rights granted AMBAC Indemnity under
this Resolution, AMBAC Indemnity shall, to the extent it makes
payments of principal of or interest on Bonds, become subrogated
to the rights of the I,"'ecipients of such payments in accordance with
the terms of the Municipal Bond Insurance Policy, and to evidence
such subrogation (i) in the case of subrogation as to claims for
past due interest, the Paying Agent shall note AMBAC Indemnity's
rights as subrogee on the registration books of the Issuer main-
tained by the Paying Agent, upon receipt from AMBAC Indemnity 'Of
proof of the payment of interest thereon to the registered owners
of the Bonds, and (ii) in the case of subrogation as to claims for
past due principal, the Paying Agent shall note AMBAC Indemnity's
rights as subrogee on the registration books of the Issuer main-
tained by the Paying Agent upon surrender of the Bonds by the
registered owners thereof together with proof of the payment 'Of
principal thereof.
Section 32. PARTIES INTERESTED HEREIN. Nothing in this
Resolution expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other than the
Issuer, AMBAC Indemnity (as to those Bonds insured by AMBAC
Indemnity), the Paying Agent, and the registered owners of the
Bonds, any right, remedy or claim under or by reason of this
(C) the paying Agent shall pr:ovide AMBAC Indemnity and the
Insurance Trustee with a list of registered owners of Bonds
entitled to receive principal .or interest payments from AMBAC
Indemnity under the terms of the Municipal Bond Insurance Pol icy,
and shall make arrangements with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Bonds entitled to
receive full or partial interest payments from AMBAC Indemnity and
(ii) to pay principal upon Bonds surrendered to the Insurance
Trustee by the registered owners of the Bonds entitled to receive
full or partial principal payments from AMBAC Indemnity.
(d) the Paying Agent shall, at the time it provides notice
to AMBAC Indemnity pursuant to (a) above, notify registered owners
of Bonds entitled to receive the payment of principal or interest
thereon from AMBAC Indemnity (i) as to the fact of such entitle-
ment, (ii) that AMBAC Indemnity will remit to them all or a part
of the interest payments next coming due upon proof of Bondholder
entitlement to interest payments and delivery to the Insurance
Trustee, in form satiSfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner' s/right to payment,
(iii) that should they be entitled to receive full payment of
principal from AMBAC Indemnity, they must surrender their Bonds
(along with an appropriate instrument of assignment in form
40
39
Resolution or any covenant, condition or stipulation hereof, and
all covenants, stipulations, promises and agreements in this
Resolution, contained by and on behalf of the Issuer shall be for
the sole and exclusive benefit of the Issuer, AMBAC Indemnity (as
to those Bonds insured by AMBAC Indemnity), Paying Agent, and tHe
registered owners of the Bonds.
In the event the Bonds for which moneys are to be deposited
for the payment thereof in accordance with this Section 33 are not
by their terms subject to redemption within the next succeeding
sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by
this Section 33 of moneys and/or Federal Securities has been made
and said Bondo are deemed to be paid in accordance with the prov i-
sions of this Section 33 and stating such maturity or redemption
date upon which moneys are to be available for the payment of,
including any redemption premium, 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 redemptioI1 provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
In the event that the principal and/or interest clue on any
Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal
Bond Insurance Poli~y, the Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be
considered paid by the Issuer, and the assignment and pledge of the
Excise Taxes and all covenants, agreements and other obligations
of the Issuer to the registered owners shall continue to exist and
shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity
shall be Bubrogated to the rights of such registered owners:
Section 34. HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The
Holders of the Bonds shall have no responsibility for the use of
the proceeds thereof, and the use of such proceeds by the Issuer
shall in no way affect the rights of such Holders. The Issuer
shall be irrevocably obligated to pay the principal of and interest
on the Bonds and to make all reserve and other payments' provided
for herein from the Excise Taxes notwithstanding any failure of the
Issuer to use and apply such proceeds in the manner provided
herein.
Section 33. DEFEASANCE. If the Issuer shall payor cause to
be paid or there shall otherwise be paid to the Holders of all
Bonds the principal, any rectemptionpremium, if applicable, and
interest due or ,to become due thereo'n, at the .times and in the
manner stipulated therein and -in this Resolution, then the pledge
of the Excise Taxes, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied.
In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to. this
Resolution which are not required for the payment or redemption of
Bonds not theretofore surrendered for sucb 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 33 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 any redemption premium, 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 deposit-
ed with such bank or trust company nor any moneys received by such
bank or trust company on account of principal of or redemption
premium, 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 premium, if applicable,
of the Bonds for the payment or redemption of ""hich 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 premium, if applicable, and
interest on the refunded Bonds.
Section 35. 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 Bond Service Requirement (iv) in
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 Accreted Value.
Section 36. SEVERABILITY. If anyone or more of the cove-
nants, agreements or proviAiono of this Resolution should be held
contrary to any express provision of law or contrary to the policy
of expres's law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
42
41
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining co.venants, agreements
or provisions of this Resolution or of the Bonds or any coupons
issued thereunder.
Section 37. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with the provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
Section 38. EFFECTIVE DATE. The provisions of this reso-
lution shall take effect immediately upon its passage.
ADOPTED this 1st day of May, 1989.
(SEAL)
CITY COMMISSION OF THE CITY OF
""= '".,~" ~;l
c;:/i~~t ~. /f-Cr-u:L---
Ma or .
ATTEST:
In";",,, r ~ ~
City Clerk
43
RESOLUTION NO. ~
(1) FederaL Securities.
A RESOLUTION or THE CITY COMMISSION or THE CITY or WINTER SPRINGS,
FLORIDA, AMENDING .um SUPPLDaH'tING "SOLUTION NO. '15 or THE CITY
AS SuppLEMEHTED BY AHEHDINO AND StJPPLEKEHTINO CERTAIN SECTIONS
TBEUOr TO CONFORM 1'0 THE CHANGES RJ:QUIRED OR AGREED TO BY AMBAC
IHtlDOUTY CORPORATION AS A CONDITIOII TO TUB ISSUANCE OF ITS
INSURANCE POLICY RELATING TO THE CITY'S IKPROVE.KEHT R.l!:f'\1N1)ING
RESERVE BONDS, SERIES 1993; AND PROVJDING AN ErrECTIVE DATI!:.
BE IT RESOLVED BY TUE CITY COIOUSSIOII OF TBE CITY OF HINTER SPRINGS,
FLORIDAI
SECTION' 1. AUTHORITrrOR THIS RESOLU7ION. This Rouolution is adop~ed
pursuant to Chapter 166, Part II, FLorida Statutes, Chapter 72-718, Laws of
Florida, special Act of 1972, as amended ar.d 8upplemonted and other applicable
provillion8 of law, and Resolution No. 615 of the City adopted -Hay I, 19B9 as
aupplemented (the "On.glnaL ResoLution"). .
SECTION 2. DEFINITIONS. - U~les8 the l:onte)(t.otherwioG 'requir;~ or unle_~s .
a/llondod by thiB ROBolutio;", all capitalized'termB usod herein ohall have the-
Illeaninga 8pecified in the o~,iginaL Reoolution. . .; ,". .
SECTION.J.. FINOINGS.' It ia hereby 49certained, determined and decLarod
(2) Obligations ot any ot the following federal agonC1.IU ",hich
obligatione ropresont full faith and credit ot the Unitod Statee of
America, including:
that:
- Export - Import Bank
- Farmers Home Administration
- General ServicolI Adminiatration
- U.S. Maritime Admini8tration
- Small Buain0811 Administration
- Goverrunent National Mortgaga Auociatlon (GNMA)
- U.S. Department ot Housing' Urban Development iPHh'o)
- Fodoral Housing Administration
(3) BondB, notoD, or other evidencoD of indobtedness ratQd "kJ.1t." hy
Standard' Poor'a Corporation and "Aaa" by Hoody'a Investors. Service
issued by the Fed.eraL National Hortgage AS80ciation or t.he Ye-d-eral
Homo Loan Kortgage corporation with remaining maturities not
exceedin~ three years;
(4) U.S. dollar denominated deposit accounts, federal. eun,js 4nd
banker's acceptancos with dome8tic co...merciaL banks which have a
rating on their shert term certificate8 ot deposit on the d"te of
purchaao ot "A-l" or "A_l+" by Standard" Poor'8 and "P-l" by
Moody'o and maturing no moro than J60 daya after the d~te ol
purchaaD. (RatinqB on holding companios are not considered ~s t.he
ratinq ot the bank);
(A) - Tho City ol Winter SprinCjls, Florida (the "IsBuor") rsceived a
commitment for a Municipal Bond In8urance Policy _from AMBAC Indemnity
corporation, (the "Insurer") a copy of which is attached horeto as Exhibit A (the
RBond Inaurance Commitmont"), which required certain amendmontlJ to be made to the
Original Resolution as a condition precedent to the issuance of the MunicipaL
Bond Insurance Policy for tho houor's Itl',provernent Refunding Rovenuo Bonds,
Series, 199J (the"Soriea 1993 Bondo"). lhe IS8uer'o financial advi80r hao
negotiated with the Insurer certain addition,sl changes to the original Resolution
which changes are r.etlected below but. nclt included in the Bond Insurance
COlMlitment.
(5) Commorcial paper which is rated at the time of purcha~v in t.-h8
8ingle highost cLassification, RA-l+~ by Standard &. Poor'a and '"P-1"
by.Moady'o Investorll Service and which matures not more than 270
dAYO after the date of purchase;
(6) Investments in a money market fund rated '"MAm" or ~MJo.m-G" or
bettot" by Standard" Poor's corporation;
(8) In accordance with the provisicnn of troe original Resolution, the
written con8ent of AMSAC Indemnity corporation as the lnouror of all Bonds
outstanding under the Original Resolution to the amendments to the Original
"-e80lutian 8et forth bolow is'attached hereto which writtencon8ent includes the
acknowledgement of >.MBAC Indemnity ccrporaCion that itll in8urance pollcy will
remain in full forco and effect.
(7) Pre-refunded Municipal Obligations dsfined aD follows: Any
bonds or other obligations of any state of the United States of
Amorlca or of any agency, in8trumentality or local govern."~ent. unit.
of any such atate which are not callable at tho option Clt the
cbliCjlor prior to maturity or ao to which irrovocable instructions
have been given by the obligor to call on the date specHied in t.he
notice; and_
lei It is in tho beot intereot of tho !88uer to amend cnd llIupplement the
Original Reaolution as Bet forth bolow.
(1) Ca8h (im;urod at all times by the Fodoral Dep08itInourancQ
Corporation or otherwise coLlateralized with obligationa described
in paragraph (2) below), or
(A) which arc rated, ba8ed on an irrevocable ellcrow account
or fund (the "escrow"), in the higho8t rating cat.egory ot
Standard '- Poor's Corporation and MoodY'1i Investors Servico,
Inc. or any succeS80rs theroto; or
SECTION 4. The de'Hnition of "Federal Securitieo" in tho Origincl
Ruolution is hereby supplemented to read as follows:
(2) Oirect obligations of (including obligations iuued or held in
book entry form on thlill books.of) the Department of the Trc!aol.:cy of
tho United Stateu of ArnQrica.
(B) (i) \.'hich are fully oGcured to principal and ir.t:.areat..and
redemption premium, if any, by an escrow consisting only of
cash or obligations de8cribed in paragraph (11 abo'"e-, I.;-hich
e_scrow may be applied only to the paymont of such principal of
and interest and redemption premium, if any on such bonds or
other obligations on tho maturity dato or dates thereof or the
opacitiod radomption dato or dato8 pUrauant to 5UC-h-
irrovoeable inatruetiona, aD appropriate, and \11..) ...hien
ooero", ia outticient, a8 varifiod by a nationally rG"coqnizod
indopendent certified public accountant, to pay principal of
SECTION S. The definition ot "permittod InvOIt:menta" in tho Original
R080lut.ion is hereby amended to read ae followa:
and intere8t and redemption premium, if any, on
the bonde or date8 opecified in the irrevocable
in8tructiona refsrred to abovo, all appropriato}
UllUDr to lovy and collect said FranchisD Felilll, or impair or adversoly affoct in
any manner the pLedge of such Franchiao Fees made herein, or the riqh;t.a of
holders of Banda iS8ued pur8uant to this Re801ution.
Tho IlI8u~r further expresoly represents that it has legal and valid pow'RC
to lovy and continue to lovy and call oct eaid Franchi8e Fooa in the manner
provided, in 8aid ordinance, and said I.suer further ropreBento that tho
covenAnts entared into betweon the Iaauor And thD holders of the Bonde pJr8uant
to thio 8ub8ection (0) constitute a vaLid and legally binding contract bet:weon
the Isouer and 8uch Bondholders and are not 8ubject to repeal, impAirment;. or
r::odification by the Isouor.
In the ovont the I8auer shall acquire tho olectric power and dintrioution
!AcUitie. of the Florida Power Corporation, or 1n tho event it ahall acquira,
construct or operate iln electric power and distribution oystem and the Franchi1l9
Feeo aro not available to tho Iosuer to mAke the payment8 therefrom required
pursuant to tho provioiona of thi.o Rooolution, the Iaauer will make payment from-
the net revenuoa firat available to it trom the operation of any ouch eleet:d.c
power and diotribution syatem 00 owned, acquirod, con8tructed or operated by it
of tho amount8 required to be paid from the Franchioe Fees pursuant to tho
proviaiono of this Reoolution. The Iosuor further covenants that as 10n9 aa any
Bonda remain outotandinCjl it will ,levy an amount of Franchise Feee when ad.ded 1;;0-
the amount of all taxe8, licensoD and.othor impoaitlona levied by Ioouor of a~
leaat eix percent (6\1 on any provider of olectricity within tho juriediction of
the City.
(B) Invo8tment agreementa approved in writing by AMBAC Indemnity
Corporation supported by appropriato opiniona of counool with notice
to Standard & Poor' D corporation1 and
(9) Other forms of inve8tmontD approved in writing by AMBAC with
notice to Standard' Poor's corporationl and
(10) Units of Participation i:l the Local Covernment Surplua Funda
Trust Fund e8tab1ished purouant to Part JV, Chapter 218, Florida
StatutGS, or any similar connon trust lund that is eotab1illhed
purauant to law all a logal depoaitory of public monoyo and for which
tho State Bcard of Admini8tration acta 1lI8 cUlltodian.
~V.alue", \.'hlch shall be determined ae of the end of each month, means that
tho value ot any investments Bhall be calculated as follows:
(a) As to investmonto t.he bid and asksd pricoe of which aro
published on a regular basi8 in The Wall Street Journal (or, if not
there, then in Tho New Vork Times): the average of the bid and
aoked prices for 8uch inveatment-!l DO pubLi8hed on or m08t recently
prior to such time of determina.tion;
(b) As to investments the bid and asked prices of which are not
published on a regular ba8iB in The Wall Streot Journal or The r/aw
York Timea; the .average bid pricll at such time of determination for
such investments by any two nationally recogniz.ed govern:nent
securities dealers (I!Ie1ected by the Paying Agent in it absolute
discretion) at the time making a. market in such invc5tments or the
bid prics publ1shed by a nationally recogniz.ed pricing Ilervicel
SECTION B. Section 17(H) of the Original Resolution is hereby amended t.o
read as tallows:
H. ISSUANCE OF ADDITIONAL PARITY OBLICATIONS. No Additional Parity
Obligationo, payable on a parity from the E)(cistl Taxes with all Outor.anding
Bonds, shall be issued e)(cept upon the conditiona and in the manner hereinafter
provided:
(c) AS to cortificatoo of deposit and bankera acceptancDe; the
face amount therBof, pLus accrued intereat; and
(1) There 8hall have been obtained and filed with the Isauer -a
certificate of an independent certified public accountant of suitablo experienco
and reaponsibility atatingl (a) that tt..:: book a and rolcord8 of tho City relating
to tho collection and receipt of the Exciso Taxes havo baan audited by him, \0)
tho amount of tho Excise Taxee received for any twelve (12) months out of th-e
immediately preceding eighteen (lB) months preceding the date of issuance ot the
proposed Additional Parity ObLigations with respect to which such cer~ificat.e iB
made; (c) that tho aggregate mount of ouch Excise Taxes for such period is equal
to not 1000 than one hundred twenty-five percent (125\) of the Maximu:m:e.ond
ServIce Requirement on all obligations i8sued under thi8 Re80Lution, it' any~ then
Outatanding and on the tl.dditional Parity Obligatione with re8pect to which such
certificats is made.
(d) as to any inve8tment not lIpecified above; tho value thereof
ostabliahed by prior agreement between the Jaeuor, and A.,1iBAC
Inderr.nity Corporation.
SECTION 6. The dofinition of "Rellerve Requirement" in the original
Resolution 1B horeby amended to read as fol.loWD:
"Reserve Requirement." 8hal L mean in any Bond 'fear thB lesser of (i)
Haximufl1 Bond Sorvice Requiremont (ii) 125\ of the Averago Annual
Bond Service Requiroment or (iU) 10\ of the proceeds of any serieo
of Banda.
(21 The Excise Taxes for the preceding Fiscal Year may aho be
adju8ted to include the estimated Excise Ta)(e8 aa certified by an independent
certified public accountant, that the Iosuer wculd have received from arean t.na-e
the Isauer hall annexed prior to the ioeuanco of the Additional Parity Oblig.!ti-c-na
and not fully reflected in ouch Fiscal 'fear.
The above 4Jllondment oha1l apply to tho Soriea 1993 SondD and any Dubsequont i8sue
of Additional parity Obligations.
SECTION 7. Section 17(D) of the Original Reoolution is hereby amended to
read a8 follow8:
(3) The Excise Ta)(es for the preceding Fiocal Year may also be
adjuDtod to include the e8timated Excioo Taxoo, .8 certified by an independent.
certlfiod public accountant, that the I80uer would havo received durinq liuch
Fi8Cal 'foar due to increase in tho rata or ratos of Duch Exci8e Taxes during such
Fiscal Year and not fully rellected in such Fiscal 'foar.
D. FRANCHISE FEES. So long as ar:.y of tho Bonds are out8tandinq and
unpaid, or payment theroot has not been duly p.tovidod for, it will not rspeal the
ordinance granting tho franchioo to FloridA Power Corporation and levying 8aid
Franchiso Foe., and will not amsnd or modify Baid ordinAnce or any manner 00 as
to reduco the rato or amount of Franchillo Feoll levied therounder, or impair or
adver8ely affect tho obligation of Florida Power Corporation, or of its leqal
repreaentatives, 8ucceooor8 or aB8igne, to payor the powor or obLigation of tho
(4) Each resolution authorizing the issuance of Additional ParH.y
Bond8 will recite that all of the covenants herein contained will be applicable
to such Additional Parity Bonds.
(5) The CIty shall not be in default In performing any of tho
covenant a and obligations aaaumed hereundor, and all paymanta herein roquirod not
have been made into the funds and accounta, a. provided hereunder, shall havo
been made to the tull extent requlred.
(6) In the event any Additional parLty Obllqatlons aro houed for
the purpo.e of refunding any Bonde then Outlltanding, U:.e conditione of thi.
section applicable to the i.euance of Additional Parity ObligAtions ahall, not
apply, provided that the isauancD of auch Additional Parity Obligation. ahall not
r..ult in an increase in the agg-ragate amount of principal of and intereet on the
outlltandinq BondI! becoming- due In the current Flllcal 'leer and all eubsoquant
rlllcal Yoar.. The conditiona of this Section shall apply to AddItional parlty
Obligations hsued for refunding purpoeee which cannot maet the condItionD of
this paragraph.
B.
which affocto tha rights of AHBAC Indemnity hereunder without the
prior written consent of AHBAC Indemnity.
ConDent of AHBAC IndemnIty in AddItion to Bondholder Con8ent.
Unlas. otherwisQ providod in thie Article, AMBA~ Indemn1t:Y'D consent
shall bo roquirsd in addition to Bondholder consent, when required,
for the following purpoaelll (11 execution and dolivory of any
euppiemental Reeoll.ltion, (11J removal of tho paying -'gent and
s.lection and appointmont of any Duccessor or Paying. Agont, and
(Ui) init1ation or approval of any action not deecribed in (i) or
(111 abovo which requires Bondholder consent.
SECTION 9. Section 18 8(5) at the original Raoolution ill hereby amended
to read ae: foUowa which lltI'Iendment Ghall onlyba applicable to the Sarlos 1993
Sonds. Tho Debt Service Fund (including tho accounts therein), the Revenue Fund
and any other special fundd hore!n eatablLshed and created ahall bo deemed to bo
held in trust for the purposes provided herein tor such tundo. Tho money in all
lIuch tunda ahall be continuously secured in the same manner as state and
municipal depaaitll are authorized to be lIecured by tho iaws of the State o(
rlor ida.
Consont of AHBAC Indllmnity in tho. Event of Insolvency.
Any reorganization or liquidation plan with rOdpect to tho IoDuer
muat bo accoptable to AHBAC Indemnity. In the event of any
reorljlanhation or liquidation, o\HB-'C Indemnity ahall have the right
to vote on bohaU of all bondholderll who hold AMBAC Indemnity-
insurod bondll abeant a default by o\HBAC Indemnity under tho
applicable Municipal Bond Inourance Policy in8uring such Bond..
O. Conaent of AHBAC Indemnity Upon Default
c.
Except aD otherwille provided in Section l6(A) of this Resolution, moneys
on depoeit in the Revenue Fund and the Debt Service Fund excluding the Reserve
Account may be invested and reinveeted in Invostment Sscuritios which mature not
lAter than the datee on which the moneys on deposIt therein will be needed for
the purpoae of auch fund. Honeys in the Reserve Account may be inve8ted and
reinveeted in lnveotment securities maturing not later than the datea on which
tho moneys on deposit therein will be needed for the purpose of ouch fund.
l'foneY8 in the Re8erve Account may be invested and reinvented in Investment
Securltlos maturing not later than ten (10) YOll.ro from the date of their deposit
In the Reser'.'o Account. All income on such investments, except as otherwlso
provided, Dhall be dopooited in the respective lunda and accounto from which ouch
invQstmonto waro mado and bo used for the purpcsoD thereof unleoo and until the
lIaxlmum required amount ie on depoait thorein, and theraafter shall be depeaited
Ln tho Rovenue Fund. If the Reserve Requirement shall be on deposit in the
h18ervo Account Interolllt income earned on the Reservo Account: shall be deposited
In the Interest Account. To the extont that the Reservo Requirement ahall not
lB on depoeit in the Reserve Account, investlIlent income earned on the Reserve
Lccount shall remain on depoait therein.
-'nything in this Reaolution or the Original Resolution to the
contrary notwithstanding, upon the occurrence and continuance of an
event of default a. doflnod herein, AMBAC Indemnity shall be
entitled to control and direct the enforcement: of all rights and
remedie8 granted to the Bondholdero or any truotoe tor tho benefit
at tho Bondholders under this Resolution or tho Original Rosolution,
inc:ludlnq, wIthout limitation: (iJ the right to acceIerato the
principal of the Bonda u described in thlo Reeolution or the
Original Reoolution, and (il) tho right to annul any declaration of
acceleration,. and AHBAC Indemnity ahall aloo be ant1.tled to approve
all walvers of Events ot. Ootault.
E.
Acceleration Righta
MUNICIPAL AND INSURANCE PROVISIONS
Upon the occurrence of an Event of Default, the Trustee may, with
the consent ofAXBAC Indemnity, and lIhall, at the direction of AMBAC
Indemnity or 25\ ot the Bondholdors with the consent of AMBAC
Indemnity, by written notico to tho Issuer and AHBAc Indemnity,
declare the principal of the Bonde to bo 1.mmedhtoly due and
payabie, whereupon that portion of the principal of the Bonda
thot"eby coming due and the interest theroon accrued to tho. date of
payment shall, without furthor aceion, become and be immodiately due
and payable, anythinljl in this Resolution or the Oril;JinalResolution
or in the Bonde to the contt"ary notwithlltanding. .
SECTION 10. A new Section .36 ia hereby added to the Original Rooolution
o read aa follows:
Soction 36. t;otwithstanding o1:'\y other provllaione of this Resolution to
ho contrary, as long a8 the Bond Insurance Policy of AHBAC Indemnity (the
pollcy"l insuring the payment when due of principal and interest on the Series
993 Bonds 8hall be in full force and effect the Issuer, the Req1etrar and paying
l;Jent aqree to comply with the followinq prOVisions which shall be applicable to
he Serles 1993 Bondsl
F.
Tho Iasuur IIhall (urniah to AKB-'C Indemnity:
(a) as 800n as practicable 'after tho filing thereof. a copy o( any
financial 8tatement of the Iaauoi- and a copy of any audit and annual
report of the Issuer; .
^.
Conlent of AHBAC Indemnity.
(bl 4 copy of any notice to bo given to tho registored owners of the
Serlea 1993 Bonds, includinljl, without llmitation, notice of any
redemption of or defeasanco of the Seriell 1993 Bonda, and any
certificate rendersd pursuant to tho Rosolution rolating to the
socurity for tho Sorles 1993 Bonds, and
(C) ouch additional information it may reasonably request.
Any prov18ion of thia Reoolution expressly recognizinQ or: granting
rights in or to AMBAC Indemnity may not be amended in any manner
a. The Issuer shall notUy AKBAC Indemnity of any failure of the Isauer
to provide relevant notices, certitlcates, etc.
H. The Issuer will permit AHBAC Indemnity to diacus. the affair.,
finances and accounts of the Issuer or any information AHBAC
Indemnity may reaaonably requost regarding- tho lIecurity fot" the
Seriee 1993 Bonde with appropriate officer. of. the Iesuor. The
Issuer will permit AHBAC Indemnity to have access to the Project a.nd
have acceS8 to and to make copies of all book. and recorda t"elating
to the Serieo 1993 Bonda at any reasonable tilDS.
(8' At leaat ona (1) day prior to all interest paymont datos the
Paying Agent will determine whether there will be sufficient fundu
in the funds and accounta created to pay the principal of or
interset on tho Serieo 1993 Bonde on auch interoat paymont date. If
the Paying Agent detet"minea that there will bo insufficient fundll In
euch funds or account, the Paying Agent ehall eo notify AHBAC
Indemni.ty. Such notice ehall specify the amount of the anticipated
deficiency, the Series 1993 Bonds to which such deficiency ia
applicable and whether such serioo 1993 Bonds will be deficient as
to principal or intorest, or both. If the Peying Agont has not DO
notitled AHBAC Indemnity at least one (1) day prior to an interc.st
payment data, AHBAC Indemnity will rr.ako p3.yments of pri.ncipal or
intareet due on the SorLe9 1993 Bond8 on or before the tirst (lst)
day next following thB date on which AMBAC Indemnity shall have
received notice of nonpayment (rom tho Payinq Agent.
(b) The Payinq Agont ohall, altar giving notice to A.HBAC Indemnity
AD provided in (4) above, make available to ANBAC Indemnity and, at
AMeAC Indemnity'e direction, to tho Unitod Statee Trust company of
New rork, aa inDuranco trustee for AMBAC Indemnity or any 8Uccosoor
insurance trueteo (the "Insurance Trustee"l, tho reqistration books
of tho Issuer maintained by tho Registrar, it any, and all rocorda
relllting to the funda and accounts maintained under the Original
Resolution.
int.rellt payments next coming due upon proof of Bondholder'
entitlament to intaraat paymento and delivery to the ,Insurancl!'
Truatoe, in form satiufactory to the Insuranco Trustau, of an
appropriate aaaignment of the regiotared owner's riqht to paY'Rlent,
(ili) that should they be entitled to receive full payment of
principal from AHBAC Indemnity, they mU8t 8urrender their Serles
1993 Bonds (along with an appropriato in8trument of aasignment In
form satiefactory to the Insuranco Trustee to permit ownerahip of
such Serles 1993 Bands to be roghtered in the nAll'l& o( AHBAC
Indemnity) tor payment to the Insurance Trustee, and not the Paying
-'gont, and (iv) that should thuy be entitled to receive partial
payment of princlpal from AHBAC Indemnity, thGY ml.lDt Ilurrendar thalr
Sor100 1993 Bonds for: paymont theraon firat to the Payinq Agont wllo
ahall noto on such Serio II 1993 BondD the portion of tho principal
pa.id by tho paying Agent and then, along with an appropriato ln8tru-
mont of aDDiqnment in form aatiof,tctory to the Inourance Trustoo, to
the Insurance Truste., which will then pay the unpaid portion of
principal.
(el In tho event that the Paying Agont hao notice that any payment
of principal of or interest on a Series 1993 Bond which has become
Due for Payment and which 10 made to a Bondholder by or on bollal( of
the Issuer hall been deemed a preferential transfer and theretofore
rocovered from its registerod owner pursuant to the United StateD
eankruptcy Code by a trusteo in bankruptcy in accordance with tho
final, nonappoalablo ordor of a court having competont jut"i8diction,
tho Paying Agont ehall at the time AMBAC Indemnity ie notified
pursuant to (a) above, notify all registered ownora that in tho
ovent that any rel;Jistered ownor'.. payment io so recovet"ed, 8uch
rogistorod ownor will be entitled to paymont from AMBAC Indemnlty to
the extent of such recovery if suffIcient funds are not otherwise
available, and the Payinljl Agent: ahall furnish to AHBAC Indomnity ita
records evidencing the payments of principal of and interaet on the
Sarios 1993 BondlJ which havo boon made by the Paying Agent, and
8ubsequently recoverod from reglstorod ownero and tho dateo on which
such payments were made.
(fl In addition to thODe rights granted AHBAC Indemnity undsr this
Re8olution, AHBAC Indemnity shaU, to the extont it makee payment of
principal of or intorest on SerioD 1993 Bonds, bocome subrogated to
the rights of the rociplonta of ouch payments in accordance with tho
terms of the Bond Insurance policy, and to Qvidenco such subr09ation
(1) in tho caso of Dubr09a.tion aD to claimo tor paBt due interest,
the paying Agent shall nota AKBAC Indemnity's rights as subrogoe on
the ragiotration bookll of the 1118uer maintained by the Registrar
upon rocoipt from AMBAC Indemnity of proof of tho paymont of
intarost thereon to tho regiotered ownere ot the Series 19~J Bonds,
and (ii) in the caoe of oubrogation 4S to claims for paGt due
principal, tho Paying Agont ohall note AMBAC Indemnity'D right8 as
eubrogoDon tho rogistration books of the IS8uor maintained by the
Reoistrat" upon surrendor of the series 1993 Bond a by tho rogistQrcd
ownora thereof togother with proof of tho payment of principal
thereof.
I. Notwithstandinq any other provbion of thh RS80lution or the
Ori91nal Rellolution, the Iaauar ahall itl':lIediately notify AKB-'C
Indeamity it at any time there are inal.ltticicnt money. to make any
paymsnte ot princIpal and/or interest a. requirod and immediately
upon the occurrence o( any Event of Default hereundor or any payment
dofault under any related securIty agreemont.
J. Payment Procedure Pursuant to the Municipal Bond Indurance Polley
(el The paying "gent shall pc-ovide AJ1BAC Indemnity and the In8urance
TrusteD with a liet of rIlil;li8tered owners of Serlos 1993 Bonde
entitled to receivG principal or interellt payments from AKBAC
Indemnity under the terms of the Bond Insurance Policy, and 8hall
make arrangement8 wl.th the InsuranCB Trustee (i) to mail checks or
drafts to the regiatered ownere of Series 1993 Bonds entitled to
receive full or: partial interest payments from AHBAC Indemnity and
(U) to pay principal upon Series 1993 Bonds surrendered to the
Insurance Truotee by the regletered o\o,'ners of Series 1993 bends
entitled to receive full or partial principalpaymento from AMBAC
Indemnity.
Cd) The Paying Aqent ehall at the time it provides notice. to AJ1BAC
Indemnity pursuant to (a) above, notify rOCil'latered owners of Series
1993 Bonde entitled to receive the pa~nt of principal or Interest
thereon from AHBAC Indemnity (i) as to the fact of such entitlement,
(U) that AHBAC Ind8Tllnity will remit to them all or a part of the
(X)
Paying Agont Related Provlaionlll
1. Tho payinq Agent may be. removed at any_ time, at the requeat of
AHBAC Indemnity, for any breach of the truut uet forth herein.
2. AHBAC Indemnity shall receive prior written notice of 4ny
Paying Aljlent reoignation.
.'.
J. Any succ...or PayLnq. AljIont. it applicable;- .hall not be
appointed un 1... AHSAC approvD. lIuch .uee.,aor in writinq.
4. Notwith.tanding any othtlc proviaion of the ori'lLn.l Raaolution
or this H..elution, in determining whether the riqhta of the
Sari.. 1993 Bandhold.CD ",Ul bo advDcaaly affectad by any
: action takan pursuant to tho tIU11'. and provision. of thla
Resolution, the Paying "gont shall eon. idee the effect on the
Bondholders a. if thera wore no Bond lnsueaReo PolIcy. .
SECTION 14. Effect.ive Data. This Re.elution "Dhall become ett.c~l....
illllddiataly upon ita adoption.
Duly adopted thia 24th day of Hay. 1993.
5. "otwithatanding any athor proviaion of this Roe.elution. no
removal, rOlliqnation or termination of the paying Agent ahall
tako effect until 11 Buccesaor, acceptable to AMBAC Indemnity,
shall be appointod.
AMBAC Indemnity 11.8 Third Party Benefrcillry.
To the extent that thia Resolution confors upon or givoe or grants
to AMBAC Indemnity any right, remedy. or claim undor or by reaaon of
thill Resolution, AMBAC Indemnity ia hereby explicitly recognized aa
being a third-party beneficillry hereunder and may enforce any such
right, remedy or claim conferred, given or granted hereunder.
Partiea Interested Herein. Nothing in this Resolution express or
implied Is intended or shall be conatruod to confor upon, or to give
or grant to, any person or entity, other than the Issuer, AMB"C
Indemnity, the Paying "gent and the reglatered owners of the Bonds,
any right, remedy or claim under or by reaBon of this Rosolution or
any covenant, condit ion or et1pulat ion hereof, and all covenants,
atipulations, promises and agreement" in this Rouolution contained
by and on behalf of the Issuer shall bo for the sole and exclusive
benefit- of the houer, AHBAC Indemn.l.ty, the paying Agent and the
regll!t.sred ownors of the Bonds_
SECTION 11. Sectione 36, 37, and 3B of the original Resolution are hereby
rsnumbered all Sectlona 37, 38 and 39.
ILl
(SEAL)
ATTEST:
N~.., / J2.,,~
cf~CU;:
RES.61S
SECTION 12. The definition of Project eet forth in Section liE) of
Re.olution No. 705 of the IeBuer, adopted ",pril 2'1, 1993 io hereby supplemented
to reed a8 followea
To acquire land, to demolish .an existing fire st.ation and build a
new fire lItation, to expand the public works complsliC, to construct.
a new police station comp16.x and purchase related equipment and to
conlltruct related infrastructure. The City may amend the project
and eubstitute tor the above other City owned and operated
improvements as approved by the 'City Commission in accordance wit.h
the Act.
SECTION 13. Except ae amended by this resolution the provisions of the
Or19inlll Resolution ahall remain in full force and effect. To the extent of a
conflict betwaco any of tho proviaiono of Reaolution No. 705 adopted by the
ISsuer on April 27, 1993 and tho provisions hereof, the provisions of thill
Resolution shall control.
AMBAC.,
AMRAC Indemnity Corporatton
One limn: Sfrta piau
New '1llrk. New \tuk 10004
'It/Oj""'n'" .(212) 66R.0340
M.y 20, 1993
The Oly OunmiuiuD
Ory of W1nla Springs
t 126 Ead State: Ru.iI 434
WInter Springs, A.. 32708
Kl!a CUy of Wlate". Sprlag., FlorIda
IDlprnvcmcal Retundloa Revenue JlondJ, Series 1993
aly Comm~ionerJ:
This letter l& beina provided 10 you PUrJUUDt 10 SccJlon 28 or-Resolution No. 615 of Iho City o(
Winler Springs adopled un May I. 1989 (aho .ScriUl 1989 Donds.) and in conncct.fOQ witb Iho
iUUIlDCC by the City of WlnlCl Spr1ng.i. Florida of ilS Improvement Rc:fundinl Revenue: Bonda, Series
199.1. AMBAC Indemnity Corpotlllon is the insurernf all oClhc Series J~V a.nd Scrlca 1993 Bonds.
AMDAC Indemnity CoCJx:lrIuion COMcnt, to the amendments sel Corlb fn the:: alllched Resolulioo
amending Rcs:olullon No. 615 lInd icknowlcdec Ibal iu insurance po1J'Y insuring the Series 1989
Bund, "";11' remefn in full (nrc;c and CerCCL
VCry/'jJl/
Lff!.~
Vice President
Underwriting
Cit("1 Wint~r ~~.r;in9s, Florida
By' \. +: ( ,,^,,--,
Hay
I
10
RESOLUTION NO.
"Act" shall mean Chapter J66, Part II, Florida Statutes, as amended and supplemented.
Chapter 72-718, Laws of Florida. Special Act of 1972 as amended and supplemented, and other
applicable provisions of law.
"Agreement" or "Escrow Deposit Agreement" shall mean that certain agreement by and
between the Issuer and a bank or tnlst company to be selected and named by the Issuer prior to
the sale oCthe Series 1999 Bonds (as hereinafter defined) for the purpose of providing for the
payment orthe Prior Bonds (as hereinafter defined).
"Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 17(D) of this Resolution. .
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA SUPPLEMENTING RESOLUTION NO. 615 AS
HERETOFORE AMENDED AND SUPPLEMENTED; FOR THE
PURPOSE OF PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF CERTAIN CiTY
OWN"ED CAPITAL IMPROVEMENTS AN"D TilE REFUNDING
OF THE CITY'S OUTSTANDING IMPROVE;I;IENT
REFUNDING REVENUE BONDS, SERIES 1989;
AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $8.000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF IMPROVEMENT REFUNDIN"G REVENUE
BONDS, SERIES 1999, TO FINANCE A PART OF THE COST
THEREOF, TO PURCHASE A SURETY BOND FOR DEPOSIT
TO THE SUBACCOUNT IN THE RESERVE ACCOUNT AND
PAY TIiE COSTS OF ISSUANCE OF THE SERIES 1999
BONDS; ACCEPTING THE INSURER'S COMMITMENT
RELATING TO A MUNICIPAL BOND INSURANCE POLICY
AND SURETY BOND WITH RESPECT TO THE SERIES 1999
BONDS; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE SERIES 1999
BONDS. ON A PARITY WITH THE CITY'S OUTSTANDING
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
J 993, TIlE FRANCHISE FEES RECEIVED BY THE CITY
FROM FLORIDA POWER CORPORATION AND THE PUBLIC
SERVICE TAXES LEViED AND COLLECTED BY THE CITY
PURSUANT TO SECTION 166.231. FLORIDA STATUTES;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDERS OF THE SERIES J 999
BONDS; AND PROVIDING AN EFFECTIVE DATE.
"Continuing Disclosure Certificate" shall mean that certain certificate related to the
Series 1999 Bonds to be ext."Cuted by the Issuer prior to the time the Issuer delivers the Series
1999 Bonds to the participating underwriter or underwriters, as it may be amended from time 10
time in accordance with the tcnns thereof. whereby the Issuer undertakes to comply with the
secondary disclosure requirements oflhe Rule.
"Cost" when used in connection with the 1999 Project, shall mcan all expenses necessary,
appurtenant or incidcntal to the acquisition and construction of the 1999 Project. in~luding
without limitation the cost of any land or interest therein or of any fixtures, equipment or
personal property necessary or convenient therefor, the cost of labor and materials to complete
such construction, engineering and legal expenses, fiscal expenses, expenses for estimates of
costs and of revenues, expenses for plans, specifications and surveys. interest during constnlctiol1
and administrative expenses related solely to the acquisition, construction and erection of the
1999 Project and all expenses incident to Ihe financing of the 1999 Project and the issuance of
the Series i 999 Bonds. .
BE IT RESOLVED BY THE CITY COMMISSION OF TIlE CITY OF WINTER
SPRINGS. FLORIDA: .
"Investment Securities" shall mean in regard to investments pursuant to this Resolution,
any investment penniued under applicable State and fedemllaw including units of participation
in the Local Government Surplus Flinds Trust Fund established pursuant to Part IV, Chapter 218,
Florida Statutes and
SECTION I. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes Chapter 72-718, Laws of Florida, Special Acts
of 1972 as amended and supplemented, being the Charter of the City of Winter Springs, Florida,
the Originallnstrumcnt (as hereinaftcr defincd) and other applicable provisions of law.
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation or
olhcT\vise collater'ol.lizcd with obligations described in pa~agmph (2) below), or
(2) Direct obligations of (including obligations iss.ueQ or held.in book entry Conn on
the b(}Qks 01) the Department of the Treasury of the United States of America, or
(3) Obligatio",s of any of the roilowing federal agencies whi~h oblig~tions represent
the full faith and credit of the United States of America, including:
SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the
Original Instrument shall have the respecliv.e meanings assigned thereto by the Original
Instrument and the following tenus shall have the following meanings, unless the context clearly
otherwise requires:
. Export-Import Bank
. Farm Credit System Financial Assistance Corporation
ORl.1lWot7J..1.0J
ORU5047)4.0)
. Rural Economic Community Development Administration (formerly the
Farmers Home Administmtion)
. General Services Administration
. U.S. Maritime Administration
. Small Business Administration
. Government National Mortgage Association (GNMA)
. U.S. Department of Housing & Urban Development (PHA's)
. Federal Housing Administration
. Federal Financing Bank;
(4) Direct obligations of any of the following federal agencies which obligations arc
not fully guaranteed by the full faith and credit of the United States of America:
above, which escrow may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or oth~r obligations on Ihe maturity dat~ Of. dates
thereof or the specified redemption date or dates pursuant to such irre\'ocable instructions;as
appropriate. and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pa}' principal of and intcrcst and redemption
premium, if any. on the bonds or 'other obligations described in this paragraph qn the maturity
date or dates specified in the irrevocahle instructions .referred to above, as appropriate.
(9) General obligations of States with' a rating of at least "A2/A" or higher by both
Moody's and S&P.
. Senior debt obligations rated "Aaa" by Moody's In,,estors Service
("Moody's") and "AA/I." by Standard & Poor's Ratings Group ("S&P")
issued by the Federal National Mortgage Association (FNMA) or Federal
Home Loan Mortgage Corporation (FHLMC)
. Obligations of the Resolution Funding Corporation (REFCORP)
. Senior debt obligations of the Federal Home Loan Bank System
. Senior dcbt obligations of other Government sponsored agencies approved by
Ambac Assurance.
(10) Investment agreement approved in writing by Ambac Assurance supported by
appropriate opinions of counsel with notice to S&P; and
(11) Other Conns of invcstments (includin~ renurchase IlI!fCements) approved in
writing by Ambac Assurance with 'notice to S&P.
(5) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances
wilh domestic commercial banks which have a rating on their short term certificates of dcposit
on the date of purchase of "A-1" or ;..I,A_I +" by S&P and "P-1" by Moody's and maturing no
more than 360 days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank.);
The value of the above investments shall be detemlined as follows:
"Value," which shall be detcnnincd as of the end of each month, means that the value of
any investments shall he calculated as follows:
(I) As to investmenlc; tho bid and asked prices of which l,U"e published on a regular
basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of
the bid and asked prices for such investments so published on or most recently prior to such time
of detennination;
(7) Investments in a moncy market fund rated "AAAm" or "AAAm-G" or better by
(2) As to investments the bid.and asked prices o'iwhich are not published on a regular
basis in Thc Wall Strcet Journal or The New York Times: the average bid pric.o at such time of
detennination for such investments by any two nationally recognized government securities
dealers (seh.:cted by the Paying Agent in its absolute disc~etion) at the time making a market in
such investments or lhe bid price published by a nationally recognized pricing service;
(3) As to certificates of deposit and bankers acceptances: the face amount thercof,
plus accrued interest; and
(6) Commercial paper which is rated at the time of purchase in the single highest
classification, "A-1+" by S&P and "P-I" by Moody's and which matures not more than 270 days
after the date of purchase;
S&P;
(8) Pre.refunded Municipal Obligations defined as follows: Any bonds. or other
obligations of any state of the United Slates of America or of any agency, instrumentality or
local governmental unit of any such state which arc not callable at Lbe option of the obligor prior
to maturity or as to which irrevocable instructions have been given by the obligor to call on lhe
date specified in the notice; and
(A) which are rated, based on an irrevocable escro\v account or fund (the
"escrow"), in the highest rating category of S&P and Moody's or any successors thereto; or
(4) As to any investment not specified above: the value thereof established by prior
agreement betwcen the Issuer. the Paying Agent and Ambac Assurance.
"Municipal Bond Insurance Policy" shall mean tlie municipal bond insurance policy
issued by Ambac Assurance insuring the payment when due of the principal of and interest on
the Series 1999 Bonds as provided therein.
(B) (i) which are fully secured as to principal and intc~cst and redemption
prcmium, ifany, by and escrow consisting only of cash or obligations described in paragraph-(2)
"1999 Project" shall mean lhe City owned capital improvements autborized to be
financed with the proceeds of the Series 1999 Bonds, in accordance with plans and spcci~eations
on file or to be on file with the Clerk,
ORU504734.0J
OR~S().I7J4,O)
"Originallnstrumenl" shall mean Resolution No. 615 adopted by the City Commission of
the City on May 1, 1989, as heretofore amended and supplemented.
B. The Issuer has previously issued the Refunded Bonds of which the sum of
$2,875,000 principal amount is currently outstanding and unpaid.
"Parity Obligations" shall mean the Issuer's outstanding Improvement Refunding
Revenue Bonds, Series 1993.
"Prior Bonds" shall mean the Outstanding bonds of the City of Winter Springs, Florida,
Improvement Refunding Revenue Bonds, Series 1989.
C. The Issuer has heretofore issued and has presently outstanding and unpaid
the Prior Bonds. The Issuer deems it necessary, desirable and in the best financial interest of the
Issuer that the Prior Bonds be refunded in order to effectuate interest cost savings and a roooction
in the debt service secured by the Excise Taxes. Simultaneously with the issuance of the Series
1999 Bonds, a sufficient' portion of the proceeds of the Series 1999 Bonds and other available
funds will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder (as
defined in the Agreement) into the Escrow Account established pursuant to the Escrow Deposit
Agreement, to effectuate the refunding and defeasance of the Prior Bonds by providing for the
payment of the principal of, premium, if any; and interest on the Prior Bonds as provided in the
Escrow Deposit Agreement.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Resolution" shall mean the Original Instrument as amended and supplemented including
the amendments and supplements made by this Resolution and any resolution supplementing or
amending this ReSQ.lution.
"State" shall mean Ih~ State of Florida.
D. The Issuer deems it necessary, desirable and in the best inleTes\ of \he
Issuer that the Excise Taxes be pledged to the payment of the principal of and interest on the
Series 1999 Bonds. Following the issuance of the Series 1999 Bonds, no part of the Excise
Taxes arc pledged or encumbered in any manner except as security for the Series 1999 BlJfi/is
and the Parity Obligations and except on a subordinate lien basis to the Issuer's Subordinate
Improvement Revcnue Bonds, Series 1997; and the Original Instrument, in Section I8(H) then::of
as amended, provides for the issuance of Additional Parity Obligations payable from the Euise-
TaxL'S on a parity with the Parity Obligations under the tenns, limitations and renditions
providc:..-d therein. The Issuer will issue the Series 1999 Bonds as Additional Parity Obligations
within the authorization contained in Section 18(H) of the Original Instrument as amended. The'
Series 1999 Bonds shall be payable on a parity and rank equally as to lien on and source. and
security for payment from the Excise Taxes, and in all other respects, with the Parit}'
Obligations.
"This Resolution" shall mean this instrument, as the same may from time to time be
amended, modified or supplemented.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Series 1999 Bonds" shall mean the City of Winler Springs, Florida Improvement
Refunding Revenue Bo~ds, Series 1999 authorized to be issued pursuant to Section 7 of this
Resolution,
"Surely Bond" shall mean' the surety bond issued by Ambac Assurance guaranteeing
certain payments into the subaccount within the Reserve Account with respect to the Series 1999
Bonds as provided therein and subject to the limitations set forth. therein.
E. The principal of and interest and redemption premium on the Series: \999
Bonds and all reserve and other payments shall be payable solely from the Excise Taxes. The
Issuer shall never be required to levy ad valorem taxes on any real or personal property therein to
pay the principal of and interest on the Series 1999 Bonds herein authorized or to make any other
payments provided for herein. The Series 1999 Bonds shall not constitute a lien upon any
properties o\vned by or located within the boundaries of the Issuer or upon any property other
than the Excise Taxes.
The tenns "herein," "hereunder," "hereby," "hereto," "hereor' and any similar terms
shall refer to this Resolution; the tenn heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender includ~ every'other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3, FIt\1DINGS. It is hcreby ascertained,.determined and declared thnt:
F. The Issuer has received from Ambac AssurcUlce commitments to provide a
policy of municipal bond insurance and a surety bond with respect to the Series 1999 Bonds,
copies of which are attached hereto as Exhibit A; and it is in the best financial interest of the.
Issuer that the Issuer accept said commitments.
A. It is necessary and desirable and in the interests of the health, welfare and
safety of the citizens and inhabitants of the Issuer that the 1999 Project be acquired and
constructed. The acquisilion and construction of the 1999 Project serves a paramount public
purpose.
SECTION 4. AUTHORIZATION OF REFUNDING OF PRIOR BONDS k'.,'D
DESIGN, PERMITIING, ACQUISITION AND CONSTRUCTION OF THE 1999 PROJECT.
There is hereby authorized the refunding of the Prior Ronds as provided in the ResoJu!Jon .aml
the design, pennilling, acquisition and construction oflhe 1999 Project
ORLII5().17)403
OJ.l.I../iI~7)4.03
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In considemtion
of the purchase and acccptance of any or all of the Series 19~9 Bonds by those who .shall hold
the same from time to time, the provisions of this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Owners from time to time of the Series 1999
Bonds and shall be a part of any contract of bond insura"nce that pertains to the Series 1999
Bonds. The pledge made in this Resolution a!ld the pro\'isions, co\'e~ants and agreements herein
set forth to be perfomled by or on behalf of the Issuer shall be for the equal benefit, protcction
and security of the Owners of any and all of the Series 1999 Bonds and for the benefit, protection
and security of any insurer insuring the Series 1999 Bonds. All of the Series ]999 Bonds,
regardless of the time or times of their issuance or maturity, shall be of equal rank\\'ithout
preference, priority or distinction of any of the Series J 999 Bonds o\'er any other thereof except
as expressly provided in or pursuant to this Resolutioll.
made, such Current Interest Bond shall bear interest from the date to. which interest shall have
been paid.
The Capital Appreciation Bonds shall bear interest only at maturity or upon redemprion
prior to maturity in the amount determined by reference to the Accreted Value,
SECTION 6. ACCEPl'ANCE OF INSURANCE.COMMlTMENTS. The Issuer hereby
accepts the Insurer's commitments to provide the Municipal-Bond Jnsurance Policy and Surety
Bond with respect to the Series 1999 Bonds; and the Mayor, the Clerk andlor the City Manager
of the Issuer are hereby authorized to execute and deliver on behalf of the Issuer appropriate
e\'id~nce of su~h acceptance.
SECTION 7. AUTHORIZATION OF SERIES 1999 BONDS. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Improvement Refunding
Revcnue Bonds, Series 1999," are authorized to'be issued in the aggregate principal amount of
not exceeding $8,000,000, which may mature at higher Accreted Values to include the maturity
amount of Capital Appreciation Bonds. .
The principal of and the interest redemption premium, if any, on the Scries 1999 Bonds
shall be payable in any coin or currency of the United States of America which on the respective
dates of payment thereof is legal tendcr for the payment of public and private debts. The. in~e-'l'est
on the Current Interest Bonds shall be payable by the Paying Agent on each interest payment
dale to the person appearing on the registration books of the ~ssuer hereinafter provided for as the
registered Owner thereof, by check or drall mailed to such registered Owner at his address as it
appears on such registration books or by wire transfer to qwners of $1,000,000 or more in
principal amount of the Series 1999 Bonds. Payment of the principal of all Current Interest
Bonds and the Accreted Value with respect to the Capital Appreciation Bonds shall be made
upon the presentation and surrender of such Series 1999 Bonds as the same shall become due and
payable.
SECTION 8. DESCRIPTION OF SERIES I !J99 BONDS. The Series 1999 Bonds shall
be issued in fully registered form; may be Capital Appreciation Bonds or Current Interest Bonds;
shall be dated; shall be numbered consecutively from one upward in order of Maturity preceded
by the letter "R"; shall be in the denomination of $5,000 each, or integral multiples thereof for
Current Intercst Bonds or in S5,OOO maturity amounts for the Capital Appreciation Bonds or in
$5,000 multiples thereof; or such other denominations a... shall be approved by the Issucr in a
supplemental resolution prior to the delivery of the Series 1999 Bonds; shall bear interest at such
rate or rates not exceeding the maximum rate allowed by State law, the actual rate or ratcs 10 be
approved by the goveming body of the Issuer prior to or upon the sale of the Series 1999 Bonds;
such interest to be payable semiannually at such times as are fixed by supplemental resolution of
the Issuer if Current Interest Bonds and shall mature annually on such date in such years (not
exceeding 30 years from the date of issuance) and in such amounts as will be fixed by
supplemental resolution of the Issuer prior to or upon the sale of the Series] 999 Bonds; and may
be issued with variable, adjustable, convertible or olher rates and with original issue discounts;
all as the l~uer shall provide herein or hereafter by supplemental resolution.
Notwithstanding any other provisions of this section, the Issuer may, at its oplion, prior to
the date ofissuance of the Series 1999 Bonds, elect to use an inunobilization system or boo\>.-
entry system with respect to issuance of such Series 1999 Bonds. As long as any Series 1999
Bonds are outstanding in book-entry form the provisions of t~is Resolution inconsistcn1 with
such system of book.entry registration shall not be applicable to such Series 1999 Bonds. The
details of any altern alive system of issuance, as describcd in this paragraph, shall be set forth in a
resolution of the Issuer duly adopted at or prior to the sale of such Series 1999 Bonds.
SECTION 9. EXECUTION OF SERIES 1999 BONDS. The Series 1999 Bondsshall be
signed by, or bear the facsimile signature of the Mayor of the Issuer, and shall be attested by, or
bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be
imprinted on the Series 1999 Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on 31lY
Series 1999 Bonds shall cease to be such officer before the delivery of such Series 1999 Bonds,
such signature or such facsimile shall nevertheless be \'alid and sufficient for all ptll"p05eS {h~
same as if he has remained in office until such delivery. Any Serics 1999 Bond may th:ar fhe
facsimile signature of or may be signed by such persons who, at the actual time of tbe. e...xccutlan
of such Bond, shall be the proper officers to sign such Series 1999 Bonds although, at the date {)f
such Series 1999 Bond. such persons may not have been such officers.
Each Current Interest Bond shall. bear interest from the interest date next preceding the
date on which it is authenticated, unless aUlhentic3!ed on an interest payment dale, in which case
it shall bear interest from such interest payment dale. or, unless authenticated prior to the first
interest payment date, in which case it shall bear interest from its date; prO\'ided, however, that if
at the time of authentication payment of any interest which is due and payable has not been
SECTION 10. AUTHENTICATION OF SERIES 1999 BONDS. Onl)' such of the
Series 1999 Bonds as shall have cndorsed thereon a certificate of authentication substantially in
the fonn hereinbelow set fonh, duly executed by the Registrar, as authenticating agcnl, shaff be
entitled to any benefit or security under Ihis Resolution. No Series 1999 Bond sh:::U be vMid or
obligatory for any purpose unless and until such certificale of authentication shall have been duly
executed by the Registrar, and such ccrtificate of the Registrar upon any such Series 1999 Bond
shall be conclusive evidence that such Series 1999 Bond has been duly lJuthenllcated and
ORVS0473403
ORLpS04734.0J
delivered under this Resolution. The Registrar's certificate of authentication on any Series 1999
Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
of all of the Series 1999 Bonds that may be issued hereunder at anyone time.
thereof for all purposes, and payment of or on account of the principal or redemption price of any
such Serics 1999 Bond, and the interest on any such Series 1999 Bonds shall be made only to or
upon the order of the registered owner thereof or his legal representative. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such Series 1999 Bond
including the premium, if any, and interest thereon to the extent of the sum or sums so paid.
SECTION II. EXCHANGE OF SERIES 1999 BONDS. Any Series 1999 Bonds, npon
surrender thereof at the principal corporate trust office of the Registrar, together with an
assignment duly executed by the Bondholder or his attorney or legaJ representative in such foml
as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an
aggregate principal amount or Accreted Value of Series 1999 Bonds equal to the principal
amount or Accreted Value of the Series 1999 Bond or Series 1999 Bonds so surrendered.
SECTION 14. SERIES 1999 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. [n case any Series 1999 Bond shall bc.comc mutilated, or be destroyed, stolen or lost, the
Issuer may in its discretion cause to be executed, and the Registrar shall authenticate and deliver,
a new Series 1999 Bond of like date and tenor as the Series 1999 Bond so mutilated, destroyed,
stolen or lost (e.g., Current Interest Bonds shall be issued in exchange for Current Interest Bonds
and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in
exchange and substitution for such mutilated Series 1999 Bond upon surrender and cancellation
of such mutilated Series 1999 Bond or in lieu of and substitution for the Series 1999 Bond
destroyed, stolen or lost, and upon the Owner furnishing the Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer and the Registrar may prescribe and paying such
expenses as the Issuer and the Registrar may incur. All Series 1999 Bonds so surrendered shall
be canceled by the Issuer. If any of the Series 1999 Bonds shall have matured or be about to
mature, instead of issuing a substitute Series 1999 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid, and if such Series'I999 Bond be lost, stolen or destroyed,
without surrender thereof.
The Registrar shall make provision for the exchange of Series 1999 Bonds at the
principal corporate trust office of the Registrar. The Issuer and Registrar shall not be obligated
to make any exchange of Series 1999 Bonds during the fifteen (15) days next preceding an
interest payment date or in the case of any proposed redemption of Series 1999 Bonds during the
fifteen (15) days next preceding the redemption date established for such Series 1999 Bonds.
SECTION 12. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERJES
1999 BONDS. The Registrar shall keep books for the registration of and for the registration of
transfers of Series 1999 Bonds as provided in this Resolution. The transfer of any Series 1999
Bonds may be registered only upon such books and only upon surrender thereof to the Registrar
together with an assignment duly executed by the Owner or his attorney or legal representative in
such form as shall be satisfactory to the Registrar. Upon any such registration of transfer, the
Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Series
J 999 Bond, a new Series 1999 Bond or Series 1999 Bonds registered in the name. of the
transferee, and in an aggregate principal amount equal to the principal amount of such Series
1999 Bond or Series 1999 Bonds so surrendered. The Issuer and Registrar shall not be obligated
to make any transfer of Series 1999 Bonds during the fifteen (15) days next preceding an interest
payment date or in the case of any proposed redemption of Series 1999 Bonds during the fifteen
(15) days next preceding the redemption date established for such Series 1999 Bonds.
Any such duplicate Serics 1999 Bonds issued pursuant to this Section shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen
or destroyed Series 1999 Bonds be at any time found by anyone, and such duplicate Series 1999
Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the same extent as all other Series
1999 Bonds issued hereunder.
In all cases in which Series 1999 Bonds shall be exchanged, the Issuer shall execute and
the Registrar shall authenticate and deliver, at the earliest practicable lime, a new Series 1999
Bond or Series 1999 Bonds of the same type (e.g., Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be exchanged for Capital
Appreciation Bonds) in accordance with the provisions of this Resolution. All Series 1999
Bonds surrendered in. any such exchange or registration of transfer shall forthwith be canceled by
the Registrar. The Issuer or the Registrar may make a charge for every such exchange or
registration of transfer of Series 1999 Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to such exchange or registration of transfer,
but no other charge shall be made to any Owner for the privilege of exchanging or registering the
transfer of Series 1999 Bonds under the provisions of this Resolution.
SECTION 15. PROVISIONS FOR REDEMPTION. The Series 1999 Bonds shall be
subject to redemption prior 10 their maturity, at such times and in such manner as shall be fixed
by supplemental resolution of the Issuer prior to or at the time of sale of the Series 1999 Bonds.
SECTION 13. OViNERSHIP OF SERIES 1999 BONDS. The person in whose name
any Series 1999 Bond shall be registered shall be deemed and regarded as the absolut~ owner
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, firs1 class mail, postage prepaid, to all Owners of Series
1999 Bonds to be redeemed at their addreSses as they appear on the registration books
hereinbefore provided for, but failure to mail such notice to one or more Owners of Series 1999
Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners
of Series 1999 Bonds to which notice was duly mailed hereunder. Each such notice shall set
forth the date fixed for redemption, the redemption price to be paid and, if less than all of the
Series 1999 Bonds of one maturity are to be called, the distinctive numbers of such Series 1999
Bonds to he redeemed and in the case of Series 1999 Bonds to bc redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
ORUSO'1;wm
ORI.l~1l4())
10
Any notice of optional redemption, other than with respect to an advance refunding, shall
be circulated only if sufficient funds have been deposited in the Debt Service Fund to pay the
redemption price of the Series 1999 Bonds to be redeemed.
[FORM OF SERIES 1999 BOND]
No. R.
Official notice of redemption having been gi\'en as aforesaid, the Series 1999 Bonds or
portions of Series 1999 Bonds to be redeemed shall, on Lbe 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 Series 1999.Bonds or portions of
Series 1999 Bonds shall cease to bear interest. Upon surrender of such Series 1999 Bonds for
redemption in accordance with said notice, sueh Series 1999 Bonds shall be paid by the Registrar
at the redemption price. installments of interest due on or prior to (he redemption date shall he
payable as herein provided for payment of interest. Upon surrender for any partial redemption of
any Series 1999 Bond, there shall be prepared for the Owner a new Series 1999 Bond or Series
1999 Bonds of the same matnrity in the amonnt of the nnpaid principal of such partiall)'
redeemed Series 1999 Bond. AU Series 1999 Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
UNITED STATES OF AMERICA
STATE OF FLORJDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999
MA TURJTY DATE: Il'o'TEREST RATE:
DATED DATE:
JUNE IS, 1999
CUSIP:
Registered Owner:
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below, but no defcct in said 'further notice nor any failure to give alt or any portion of such
further notice shall in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed.
Principal Amount;
A. Each further notice of redemption given hereunder shall contain the
infonnation required above for an official notice of redemption plus (i) the CUSIP numbers of all
Series 1999 Bonds being redeemed; (ii) the date of issue of the Series 1999 Bonds as originally
issued; (iii) the rate of interest borne by each Series 1999 Bond being redeemed: (iv) the maturity
date of each Series 1999 Bond being redeemed; and (v) any other descriptive infonnation needed
to identify accurately the Series 1999 Bonds being redeemed.
B. . Each further notice of redemption shall be sent at least 35 days before the
redemption date by registered or certified mail or overnight delivery service to all registered
securities depositories then in the business of holding substantial amounts of obligations oft)'pes
similar to the type of which the Series 1999 Bonds consist and to one or more national
information services that disseminates notices of redemption of obligations sueh as the Series
1999 Bonds.
KNOW AL1. MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity
Date identified above, upon the presentation and surrender hereof at the principal corporate trust
office of SunTrust Bank, Central Florida, National Association, Orlando, Florida, from the
revenues hereinafter mentioned, the Principal Amount identified above in any coin or currency
of the United States of America which on the date of payment thereof is legal tender for the
payment of public and private debts, and to pay, solely from said sources, to the Registered
Owner hereof by wire transfer or check transmitted to the Registered Owner at his address as it
appears on the Bond rcgistrntion hooks of the Issuer as it appears on the 15th day of the calendar
month preceding the applicable intercst payment date, interest on said Principal Amount at the
Interest Rute per annum identified above on each April I and October I commencing Octobcr 1,
1999 from the interest payment date next preceding the date of registration and authentication of
this Bond. unless this Bond is registered and authenticated as of an interest payment date, in
which case it shall hcar interest from said interest payment date, or unless this Bond is registered
and authenticated prior to October 1, 1999, in which event this Bond shall bear interest from July
1,1999.
SECTION 16. FORM OF SERlES 1999 BONDS. The text of the Series 1999 Bonds,
together with the certificate of authentication to be endorsed therein, shall he in substantially the
following form. with sueh omissions, insertions and variations as may be necessary. desirJble,
authorized or permitted by this Resolution, or as may be necessary if the Series 1999 Bonds or a
portion thereof are issued as Capital Appreciation Bonds, or as may be necessary to comply with
applicable laws, rules and regulations of the United States and of the State in effect upon the
issuance thereof.
The Bonds of this issue Ishall not be) (shall be) subject to redemption prior to their
maturity at the option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner required by the Resolution
described below.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
ofJike date, tenor and effect, except as to number, principal amount, maturity,
ORUSOC1;W,OJ
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ORl./ilS047)4.03
12
redemption provisions and interest rate, issued to refund certain outstanding debt of the Issuer
and to acquire, constnlct and erect certain capital improvements within the jurisdiction of the
Issuer, all in full compliance with the Constitution <unl Statutes of the State of Florida, including
particularly Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, and Resolution No.
615 duly adopted by the Issuer on May I, 1989, as mnended supplemented and particularly as
supplemented by Resolution No. _ duly adopted by the Issuer on June 14, 1999 as
supplemented (hereinafter collectively called the "Resolution") an4 is subject to all the tenns and
conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
subject to the conditions provided in the Resolution and upon surrender and cancellation of this
Bond.
This Bond shall not be valid or become obligatory for any purpose or be entitled t.o any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of the proceeds of the Public Service Tax imposed by the Issuer on the purchase of
certain utilities services within the corporate limits of the Issuer, under the authority of Section
166.231, Florida Statutes, and pursuant to ordinances of the City and the proceeds of the
Franchise Fees to be paid for a period of thirty (30) years from April I, 1984, by the Florida
Power Corporation, pursuant to an ordinance cnact<:d by the Issuer on March 27, 1984 (such tax
and fees, above described, are herein collectively referred to as "Excise Taxes") in the manner
provided in the Resolution.
IN WITNESS WHEREOF, the City o[Winter Springs, Florida, has issued litis Bond and
has caused the same to be ,signed by its Mayor, and countersigned and attested to by its Clerk
(the signatures of the Mayor, and the Clerk being authorized to be facsimiles of sl1ch officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed
or reproduced hereon, all as of the 1st day of July, 1999.
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
Mayor
It is provided in the Resolution that .the lien of this Bond on the Excise Taxes is on a
parity with the lien thereon of the Issuer's outstanding Improvement Refunding Revenue Bonds,
Series 1993. .
A !rESTED AND COUNTERSIGNED:
Clerk
This Bond does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
OWner of this Bond that such Bondowner shall m:vcr have the right to require or compel the
exercise of the ad valorem taxing power of the IssUl:r or taxation of any real or personal property
therein for the payment of the principal of and interest on this Bond or the making of any debt
service fund, reserve or other payments provided for in the Resolution.
It is further agreed between the Issuer and the Owner of this Bond that this Bond and the
indebtedness evidenced hereby shall not constitute a lien or on any property of or in the Issuer,
but shall constitute a lien only on the Excise Taxes <Lll in the manner provided in the Resolution.
Neither the members of ttie City CommissiC1n of the Issuer nor any person executing this
bond shall be liable personally hereon or be subject liability or accountability by reason of the.
issuance hereof.
It is certified that this Bond is authorized by and is issued in conformity with the
requirements of the Constitution and Statutes of the State of Florida,
This Bond is and has all the qualities and incidents of a negotiable instrument under
Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes
but may be tnlOsfcrrcd by the Bondowner hert:of in person or by his attorney or legal
representative at the principal corporate trust office of the Registrar but only in the manner and
ORU504734,03
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OIU..Il>>l734,03
14
ASSIGNMENT AND TRANSFER
Date of Authentication:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached bond of the City of Winter Springs..,
Florida, and does hereby constitute and appoint , attorney~ to
transfer the said Bond on the books kept for Registration thereof, with full power of substitution
in the premises. .
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
Date
Registrar, as Authenticating Agent
By:
Signature Guaranteed by
Authorized Officer
(member firm of the New York Stock
Exchange or a commercial bank or a trust
company.)
NOTICE: No transfer will be registered. and
no new Bonds will be issued in the name of
the Transferee, unless the signature to lhis:
assignment corresponds with the n:une as it
appears upon the face of the within Bond in
every particular, without alterati:m or
enlargement or any change whatever and the
Social Security or Federal Employe~
Identification Number of the Transferee is
supplied.
By:
Title:
(END OF FORM OF SERIES 1999 BOND]
ORL/i>>l734.03
15
ORl.IlS04734.03
16
SECTION 17. APPLICATION OF SERIES 1999 BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the sale of the Series 1999 Bonds
sluill be applied by the Issuer simultaneously wilh the delivery of such Series 1999 Bonds to the
purchaser thereof, as follows:
(A) The accrued interest shall be deposited in the Interest Account and shall be used
only for the purpose of paying interest becoming due on the Series 1999 Bonds.
(B) The Issuer shall purchase from Arnbac Assurance the Surety Bond in an amount
equal to the Reserve Requirement for the Series 1999 Bonds which shall be deposited in the
subaccount in the Reserve Account hereby created for the benefit oflhe Series 1999 Bonds.
(C) Such sum which, togelher with the other funds described in the Agreement as will
be sufficient to pay, as of any date of calculation. principal and interest a.mJ any redemption
premium on the Prior Bonds at the time and in the manner provided in the Agreement, including
expenses incurred by the Issuer in connection with lhe paymenl of such Prior Bonds shall be
deposited to the Escrow Fund created pursuant to the Agreement. Such funds shall be kept
separate and apart from all other funds of lhe Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Escrow Holder solely for the purposes set forth herein and in
the Agreement. Simultaneously with the delivery of lhe Series 1999 Bonds to the original
purchasers lhereor,lhe Issuer shall enter into the Agreement, the fonn of which will be approved
by lhe Issuer in a supplemental Resolution adopted prior to the issuance of the Series 1999
Bonds. At the time of execution of the Agreement:, the Issuer shall furnish to the Escrow Holder
appropriate documentation to demonstrate that the sums being deposited and the investmL.'11ts to
be made will be sufficienl to defease the Prior Bonds.
paying or making provisions for the payment of all unpaid items of the Cost of the 1999 Project,
the Issuer shall deposit in the following order of priority any balance of moneys remaining in the
Construction Fund in (I) another construction fund or account established in connection with
projects for which there arc insufficient moneys present to pay the costs of such project, (2) the
subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds, to the extent
of a deficiency therein and (3) such other fund or account of the Issuer, including those
established under the Original Instrument, as shall be detennincd by the governing body,
provided the Issuer has received an opinion of bond counsel to the effect that such transfer shall
not adversely affect the exclusion of interest on the Series 1999 Bonds from gross income for
federal income (ax Pwvoses. .
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER The Senes 1999 Bonds shall
not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the
meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes on a parity with the lien thereon of the Parity Obligations
as herein provided and as provided in the Original Investment. No Holder or Holders of any
Series 1999 Bonds issued hereunder shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer or taxation in any fonn of any real or personal property
therein, or to compel the Issuer to pay such principal and interest from any other funds of lhe
Issuer,
(D) The balance of the proceeds of the Series 1999 Bonds shall be deposited into the
Construction Fund hereby created and used solely for the purpose ~f paying Costs of the 1999
Project. Other Lhan costs ofisswng and delivering the Scrics,I999 Bonds whieh shall be paid at
the direction of the City Manager of the Issuer or his designee, the Issuer shall make
disburscments or payments from the Construction Fund to pay the Costs of the 1999 Project only
upon the filing in the office of the Clerk of certificates signed by the Finance Director and the
1999 Project engineer or other qualified consultant, stating with respect to each disbursement or
payment to be made: (1) the item number of the payment, (2) the name and address of the Person
to whom payment is due, (3) the amount to be paid" and (4) that each obligation, item or cost or
expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the
1999 Project and is a proper charge against the Constructio~ Fund and has not been the basis of
any previous disbursement or payment, or that each obligation, item of cost or expense
mentioned therein is a reimbursement of a part of the Cost of the 1999 Project which has been
paid by the Issuer or will be paid by lhe Issuer substantially contemporaneously with such
disbursement from the Construction Fund, and is a proper charge against the Construction Fund,
haS not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous
disbursement or payment and the Issuer is entitled to reimbursement thereof.
SECTION 19. SECURITY FOR SERIES 1999 BONDS. The payment of the pnneipal
of or redemption price, if applicable, and interest on the Series 1999 Bonds shall be secured
forthwith equally and ratably by a pledge of and prior lien upon the Excise Taxes. Thc Excise
Taxes shall be subject to the lien of this pledge immediately upon the issuance and delivery of
the Series 1999 Bonds, without any physical delivery by the Issuer of the Excise Taxes or further
act, and the lien of this pledge shall be valid and binding as against all parties having claims of
any kind against the Issuer, in .tort, contract or otherwise. The Issuer does hereby irrevocably
pledge the Excise Taxes to the payment of the principal of or redemption price, if applicable, and
interest on the Series 1999 Bonds in the manner provided in this Resolution and the Original
Instrument.
The Series 1999 Bonds are payable from the Excise Taxes on a panty, equally and
ratably. with th~ Parity Obligations.
SECTION 20. ADDITIONAL SECURITY. Anything herein to the eontrary
notwithstanding, however, the Issuer'may cause the Series 1999 Bonds to be payable from and
secured by a bond insurance policy not applicable to anyone or.more other Serics of Bonds, as
shall be provided by supplemental resolution of the City Commission of the Issuer, in addition to
the security of the Excise Taxes provided herein.
The date of completion of the 1999 Project shall be determined by the 1999 Project
engineer or other qualified. consultant who shall certify such fact in writing to the governing
body of the Issuer. Promptly after the date of the completion of the 1999 Project, and after
SECTION 21. APPLICATION OF PROVISIONS OF ORIGINAL INSTRUMENT.
The Series 1999 Bonds shall for all purposes be considered to be Addjtional Parity Obligations
issued under the authority of Section 18(H) of the Original lnstroment as amended and shall be
entitled to all the protection and security provided in and by the Original Instrument for
Additional Parity Obligations, and the Series 1999 Bonds shaH be in all respects entitled to lhe
same security, rights and privileges enjoyed by lhe Parity Obligations. The principal of, interest
OW.5047J4.03
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ORl.NS047JHU
18
on and redemption premiwns on the Series 1999 Bonds shall be payabl~ from the Debt Service
Fund established by lhe Original Instrument on a parity with the Parity Obligations. and deposits
shall be made into lhe Debt Service Fund by the Issuer in amounts fully sufficient to pay the
principal of and interest on the Series 1999 Bonds and on the Parity Obligations as such principal
and interest become due. Notwithstanding the immediately preceding sentence, the Surety Bond
shall secure only the Series 1999 Bonds.
(d) To the extent that the Issuer has entered into a continuing disclosure
agreement with respect to the Series 1999 Bonds, Ambac Assurance shall be copied on
all infonnation provided. in regard thereto.
(F) The Paying Agent or Issuer, as appropriate, shall notify Ambac Assurance to the
attention of the general counsel's office of any failure of the Issuer to provide relevant
notices, certificates, etc.
SECTION 22. MUNICIPAL BOND INSURANCE. Notwithstanding any provision to
the contr.uy contained herein, the following provisions shall apply so long as the Municipal
Bond Insurance Policy and the Surety Bond with respect to the Series t 999 Bonds issued by
Ambac Assurance shall be in full force and effect:
(B) Unless otherwise provided in this Resolution, Ambac Assurance's consent shall
be required in addition to Bondholder consent. when required., for the following purposes:
(i) execution and delivery of any supplemental Resolution or any amendment,
supplement or change to or modification of the Resolution, (ii) removal of the Registrar
or Paying Agent and selection and appointment of any successor Registrar or Paying
Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above
which requires Bondholder eonsent.
Notwithstanding any other provision of this Resolution. the Paying Agent, as
appropriate, shall inunediately notify Arnbac Assurance to the attention of the general
counsel's office if at any time (here are insufficient moneys to make any payments of
principal and/or interest as required and inunediately upon the occurrence of any Event of
Default under the Resolution.
(G) The Issuer will permit Ambac Assurance to discuss the affairs, fmances and
accounts of lhe Issuer or nny infonnation Ambac Assurance may reasonably request
regarding the security for the Series 1999 Bonds with appropriate officers of the Issuer.
The Paying Agent or Issuer, as appropriate, wilt permit Ambac Assurance to have access
to the 1999 Project and ha\'e access to and to make copies of all books and records
relating to the Series 1999 Bonds at any reasonable time.
(A) Any provision of this Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any manner which affect the rights of Ambac
Assurance hereunder without the prior written consent of Ambac Assurance.
(C) Any reorganization or liquidation plan with respect to the Issuer must be
acccptable to Ambac Assurance. In the event of any reorganization or liquidation,
Ambac Assurance shall have the right to vote on behalf of all Bondholders who hold
Ambac Assurance-insured bonds absent a default by Ambac Assurance under the
Municipal Bond Insurance Policy.
Ambac Assurance shall have the right to direct an accounting at the Issuer's
expense~ and the Issuer's failure to comply with such direction within thirty (30) days
after receipt of written nolice of the direction from Ambac Assurance shall be deemed a
default hereunder, provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owner of the Series 1999 Bonds.
(D) Anything in this Resolution to the contrary notwithstanding, upon the occurrence
and continuance of an Evenl of Default as defined herein, Ambac Assumnce shall be
entitled. to control and direct the enforcement of all rights and remedies granted to the
Bondholders or any trustee for the benefit of the Bondholders under the Resolution,
(H) For a1l purposes of this Resolutinn, Senes 1999 Bonds sha1l remain Outstanding
in the cvent that the principal and/or interest due on the Series 1999 Bonds shall be paid
by Ambac Assurance Corporation pursuant to the Municipal Bond Insurance Poticy.
(b) such additional infonnation it may reasonably request.
(1) As long as the Municipal Bond Insurance Policy shalt be in full force and effect,
the Issuer and any Paying Agent agree to comply with the following provisions:
(a) At least one (I) day prior to all interest payment dates the Paying Agent will
detenninc whether there will be sufficient funds in the Debt Service Fund to pay the
principal of or interest on the Series 1999 Bonds on such interest payment date, If the
Paying Agent determines that there will be insufficient funds in the Debt Service Fund.
lhe Paying Agent shall notify Ambac Assurance. Such notice shall specify the amount of
the anticipated deficiency. the Series 1999 Bonds to which such deficiency is applicable
and whether such Series 1999 Bonds will be deficient 8S to principal or interest, or both.
Ifthc Paying Agent has not so notified Ambac Assurance at least one (I) day prior to an
interest payment date, Ambac Assurance will make payments of principal or interest due
on the Series 1999 Bonds on or before the first (111) day next following the date on which
Ambac Assurance shall have received notice of nonpayment from the Paying Agent.
(E) While the Municipal Bond Insurance Policy is in effect, the Issuer or the Paying
Agent. as appropriate, shall furnish to Ambac Assurance (to the attention of the
Surveillance Department, unless otherv.'ise indicated):
(a) as soon as practicable after the filing thereof, a copy of any financial
statement of the Issuer and a copy of any audit and annual report of the Issuer;
(c) a copy of any notice to be given to the registered owners ofthe$eries 1999
Bonds, including, without limitation, notice of any redemption of or defeasance of Series
1999 Bonds, and any certificate rendered pursuant to this Resolution relating to the
security for the Series 1999 Bonds, at no cost to Ambac Assurance;
ORUS047J4.03
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ORL_S04B40J
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(c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Series 1999 Bonds entitled to receive principal or
interest payments from Ambac Assurance under the terms of the Municipal Bond
Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Series 1999 Bonds entitled to receive full or
partial interest payments from Ambac Assurance and (ii) to pay principal upon Series
1999 Bonds surrendered to the Insurance Trustee by the registered owners of Series 1999
Bonds entitled to receive full or partial principal payments from Ambac Assurance.
(f) in addition to those rights granted Ambac Assurance under this Res(}lutton~
Ambac Assurance shall, to the extent it makes payment of principal of or interest on
Series 1999 Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the tenns of the Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due interest, the Paying
Agent shall note Arnbac Assurance's rights as subrogee on the registration books of the
Issuer maintained by the Paying Agent upon receipt from Ambac Assurance of proof of
the payment of interest thereon to the regislered owners of the Series 1999 Bonds,. and (ii)
in the case of subrogation as to claims for past due principal, the Paying Agent sha.H note
Ambae Assurance's rights as subrogee on the registration books of the Issuer maintained
by the Paying Agent upon surrender of the Series 1999 Bonds by the registerr:.d O"\\'neTS
thereof together with proofofthe payment of principal thereof.
(b) the Paying Agent shall, after giving notice to Ambac Assurance as provided
in (a) above, make available to Ambac Assurance and, at Ainbac Assurance's direction,
to the United States Trust Company of New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration
books of the Issuer maintained by the Registrar and all records relating to the funds and
accounts maintained under the Resolution.
(d) the Paying Agent shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 1999 Bonds entitled to receive
the payment of principal or interest thereon jJ'om Ambac Assurance (i) as to the fact of
such entitlement, (ii) that Ambac Assurance will remit to them all or a pan of the interest
payments next coming due upon proof of Bondholder entitlement to interest payments
and deliver)' to the Insurance Trustee, in fonn satisfactory to the Insurance, Trustee, of an
appropriate assignment of the registered owner' 5 right to payment, (iii) that should they
be entitled to receive full payment of principal from Ambac Assurance, they must
surrender their Series 1999 Bonds (along with an appropriate instrument of assignment in
form satisfactory to the Insurance Trustee to permit ownership of such Series 1999 Bonds
to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee,
and not the Paying Agent, and (iv) that should they be entitled to receive partial payment
of principal from Ambac Assuranc~, they must surrender their Series 1999 Bonds for
payment thereon first to the Paying Agent, who !;hall note on such Series 1999 Bonds the
portion of the principal paid by the Paying Agent.. and then, along with an appropriate
instrument of assignment in fonn satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay th~ unpaid portion (If principal.
(e) in the event that the Paying Agent has nOlice that any payment of principal of
or interest on a Series 1999 Bond which has become Due for Payment and which is made
to a Bondholder by or on behalf of Ihe Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with the final nonappealable order of a
court having competent jurisdiction , the Paying' Agent shall, at the time Ambac
Assurance is notified pursuant to (a) above, notify all registered owners that in the event
that any registered . owner's payment is so recovered, such registered owner will be
enti.tied to payment from Arnbac Assurance 10 the extent of such recovery if sufficient
funds are nol otherwise available, and the Paying Agent sball furnish 10 Ambae
Assurance its records evidencing the payments of principal of and inlerest on the Series
1999 Bonds which have been made by the Paying Agent and subsequently recovered
from registered owners and the dates on which sllch payments were made.
(l) To the extent that this Resolution confers upon or gives or grants to Ambac
Assurance any right, remedy or claim under or by reason of this Resolution, Ambac
Assurance"is hereby explicitly recognized as being a third-party beneficiary hereunder
. and may enforce any such right, remedy or claim conferred, given or granted hercundcr.
(K) As long as the Surely Bond shall be in full force and eITect, the Issller and Paying
Agent, if appropriate, agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Debt Serv1ce fund
(exclusive of the subaccount in the Reserve Account created for the benefit of the Series.
1999 Bonds), plus all amounts on deposit in and credited to the subaccount in the Reserve
Accowlt created for the benefit of the Series 1999 Bonds in excess of the amount of the
Surety Bond, arc insufficient to pay the amount of principal and. interest coming due,
(hen upon the later of: (i) one (I) day after receipt by the General Counsel of Ambar:
Assurance of a demand 'for payment in the fonn attached to .the Surety Bond as
Attachment I (the "Demand for Payme~l1"), duly executed by the Paring Agent C'_enifying
that payment due under the Resolution has not been made to the Paying Agent; or (Ii) the_
payment date of the Series 1999 Bonds as specified in the Demand for Payment presmlied
by the Paying Agent to the General Counsel of Ambac Assurance, Ambac Assurance wlII
make a deposit of funds in an account with the Paying Agent or its successor, in New
York, New York, sufficient for the payment to the Paying Agent, of amounts which are
then due to the Paying Agent under the Resolution (as specified in the Demand for
Payment) up to but not in cx.cess of the Surety Bond Coverage. as defined in the Surety
Bond; provided, however, that in the event that the amount on deposit in, or cH.'.dited to,
- the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds.
in addition to the amount available under Ihe Surety Bond, includes amounts available
under a letter of credit, insunmce policy. surety bond or other such funding iu'Stnlluent
(the "Additional Funding Instrument"), draws on the Surety Bond and the Additional
Funding Instrument shall be made on a pro rata basis to fund the insufficiency.
(b) the Paying Agent shall, after submitting 10 Ambac Assurance the Demand for
payment as provided in (a) above, make available to Ambac Assurance all 1C\:I:m3s
relating to the funds arid accounts maintained under the Resolution.
ORU50473.\,O!
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ORlft~1j"_Oj
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(c) the Paying Agent shall, upon receipt (If moneys received from the draw on the
Surety Bond, as specified in the D~mand for Payment, credit the subaccount in the
Reserve Account created for the benefit of the Series 1999 Bonds to the extent ofmoneys
re<:eived pursuant to such Demand.
of the [ssuer to the Holders of such Series 1999 Bonds shall thereupon cease, tennilmte and
become void and be discharged and satisfied.
SECTION 23. FEDERAL INCOME TAX COVENM1TS.
(B) The Series 1999 Bonds, redemption premium, if any, and interest due or 10 bocome
due for the payment or redemption of which moneys shall have been set aside and shaH be he\d
in trust (through deposit by the Issuer of funds for such payment or redemption or otherv.'ise} at
the maturity or redemption date thereof shall be deemed to have been paid within the meaning
and with the effect expressed in paragraph (A) of this Section 24. Any Outstanding Series 1m
Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within
the meaning and with the effect expressed in paragraph (A) of this Section if (i) in case of said
Series 1999 Bonds are to be redeemed on any date prior to their maturity, the Issuer shaH have
given to the escrow agent instructions accepted in writing by the escrow agent to notify Holders
of Outstanding Series 1999 Bonds in the manner required herein of the redemption {If 50UiCh
Series 1999 Bonds on said date and (ii) there shall have been deposited with the escm\\' at,."Cnt
either moneys in an amount which shall be sufficient, or Federal Securities (including any
Federal Securities issued or held in book-entry fonn on the books of the Departmenf of the-
Treasury of the Uniled States) ~he principal of and the interest on which when due win provide
moneys which, together with the moneys, if any, deposited with the escrow agent at the same
time, shall be sufficient, to pay when due the principal of or premium, if any, and interest due
and to become due on said Series 1999 Bonds on or prior to the redemption date or maturity date
thereof, as the case may be.
(d) the subaccounl in the Reserve Account created for the benefit of the Series
1999 Bonds shall be replenished in the following priority: (i) principal and interest on
the Surety Bond and on the Additional Funding Instrument shall be paid from first
available Pledged Rcyenues on a pro rata basis; (ii) after all such amounts are paid in full,
amounts necessary to fund the subaccount in the Reserve Account created for the benefit
of the Series 1999 Bonds to the required level, after taking into account the amounts
available under the Surety Bond and any Additional Funding Instrumenl shall be deposit
from next available Pledged Revenues.
(A) The Issuer covenants with the Holders of the Serics 1999 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 the Series 1999 Bonds that neither the
Issuer nor any Person under its control or direction will make any use of the proceeds of such
Series 1999 Bonds (or amounts deemed to be proce(:d~ under the Code) in any manner which
WDuld cause such Series 1999 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 1999 Bonds to become includable in the gross
income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Hold~rs of the Series 1999 Rands that it will
comply with all provisions of the Code necessary lo maintain the exclusion of interest on such
Series 1999 Bonds from the gross income of the Holder thcreof lor federal income tax purposes,
including, in particular, the pa)1TIent of any amount required to be rebated to the United States
Treasury pursuant to the Code.
NOlwithstanding anything herein to the contrary, in the event that the principal and/0r
interest due on the Series 1999 Bonds shall be paid by Arnbac Assurance pursuant to the
Municipal Bon~ Insurance Policy. the Series 1999 Bonds sh.all remain Outstanding for a.U
purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and 1he
assignment and pledge of the Pledged Revenues and all covenants, agreements and other
obligations of the Issuer lo the registered owners shall continue to exist and shall nm l{l \he
benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the rights of such
registered owners.
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all Series 1999 Bonds the principal, redemption premium, if any, and interest due or
to become due thereon, at the times and in the manner stipulated herein and in the Series 1999
Bonds, then the covenants, agreements and other obligations of the Issuer to the Bondholders,
shall thereupon ccase, terminate and become void and be discharged and satisfied. If the Issuer
shaH payor cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding
Serics 1999 Bonds the principal or redemption premium, if any, and interest due or to become
due thereon, at the times and in the manner stipulated herein. such Series 1999 Bonds shall cease
to be entitled to any benefit under this Resolution, and all covenants, agreements and obligations
SECTION 25. CONTIi'<1JING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to providc for compliance with the ~e(ondarv market disclosure requirements afthe
Rule y.'ith respect to. the Series 1999 Bonds. that it will comply with and carry out aU of the
provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior [0 the lime
the Issuer delivers the Series 1999 Bonds to the participating underwriter or underwriters, as it
may be amended from lime to time in accordance with the tenns thereof. Notwithstanding any
other provision of this Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an Event of Default hereunder. However, the
Continuing Disclosure Certifi~ate shall be enforceable by the Series 1999 Bondo\\'TIel"s 1n the
event that the Issuer fails to' cure a breach thereunder within a reasonable lime aner wriut'n
notice from a Series i 999 Bondowner to the Issuer that a breach exists. Any rights of Ihc: Series
1999 Bondowners to enforce the provisions of the covenant shall be on behalf of all Series \999
Bondowners and shall be limited to a right 10 obtain specific 'perfonnance of the Issuer's
obligations thereunder.
SECTION 24. DEFEASANCE. The covemmts and obligations of the Issuer shall be
defeased and discharged under temlS of this Resolution as Collows:
ORU504734.03
23
ORJ~5047J"_03
24
SECTION 26. SEVERABILITY. If anyone or more of the covenants, agreCffit..'11ts or
provisions of this Resolution should 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 or shall in any manner be held to adversely affect the
validity of the Series 1999 Bonds, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants, agreements or provisions
of this Resolution or of the Series 1999 Bonds issued hereunder,
ADOPTED this 14th day ofiune, 1999.
SECTION 31. EFFECTIVE DATE. The provisions of this Rcsolution shall take effect
immediately upon its passage.
(SEAL)
SECTION 27. SALE OF BONDS. The Series 1999 Bonds shall be issued and sold at
public or private sale at one time or in installments from time to lime and at such price or prices
as shall be consistent with the provisions of the requirements of this Resolution and other
applicable provisions of law.
A ITEST:
SECTION 28. GENERAL AUTHORITY. The memhers of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perfonn all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Series 1999 Bonds and this Resolution, and they are
hereby authorized to execute ami deliver all documents which shall be required by Bond Counsel
orthe initial purchasers of the Series 1999 Bonds to effectuate the sale of the Series 1999 Bonds
to said initial purchasers.
City Clerk
Approved as to fonn and legal sufficiency:
City AHorney
SECTION 29. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Bonds shall be personally liable therefor
or be subject to any personailiability or accountability by reason of the issuance thereof.
SECTION 30. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
ORLII5l).li'HOJ
25
OR.l,1l'Sf).t73-tO}
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA
Mayor
26
THIS PAGE INTENTIONALLY
LEFT BLANK
APPENDIX C
GENERAL PURPOSE FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
THIS PAGE INTENTIONALLY
LEFT BLANK
Deloitte &
Touche LLP
o
INDEPENDENT AUDITORS' REPORT
Certified Public Accountants Suite 1800
200 South Orange Avenue
Orlando. Florida 32801
Telephone: (407) 246-8200
Facsimile: (407) 422-0936
The Honorable Mayor and City Commissioners of
the City of Winter Springs, Florida:
We have audited the general purpose financial statements of the City of Winter Springs, Florida (the
"City") as of and for the year ended September 30, 1998, listed in the foregoing table of contents.
These general purpose financial statements are the responsibility of the City's management: Our
responsibility is to express an opinion on these general purpose financial statements based on our
audit.
Except as discussed in the following paragraph, we conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
Governmental Accounting Standards Board Technical Bulletin 98-1, Disclosures about Year 2000
Issues, requires disclosure of certain matters regarding the year 2000 issue. The City has included
such disclosures in Note 10. Because of the unprecedented nature of the year 2000 issue, its effects
and the success of related remediation efforts will not be fully determinable until the year 2000 and
thereafter. Accordingly, insufficient audit evidence exists to support the City's disclosures with
respect to the year 2000 issue made in Note 10. Further, we do not provide assurance that the City is
or will be year 2000 ready, that the City's year 2000 remediation efforts will be successful in whole or
in part, or that parties with which the City does business will be year 2000 ready.
In our opinion, except for the effects of such adjustments, if any, as might have been determined to be
necessary had we been able to examine evidence regarding year 2000 disclosures, the general purpose
fmancial statements referred to above present fairly, in all material respects, the financial position of
the City at September 30, 1998, and the results of its operations and the cash flows of its proprietary
fund type for the year then ended in conformity with generally accepted accounting principles.
f}~ ;. ~ ....1" u./
January 13, 1999
Deloltte Touche
To~matsu
International
1
THIS PAGE INTENTIONALLY
LEFT BLANK
CITY OF WINTER SPRINGS, FLORIDA
COMBINED BALANCE SHEET. All FUND TYPES AND ACCOUNT GROUPS
SEPTEMBER 3D, 1998
Governmental Fund Types
Special Debt Capital
ASSETS General Revenue ServIce Projects
Cash and cash equivalents $3,099,401 S 893,195 $ 288,439 S 99,388
Investm:nts 1,250,000 1,910,777 201,987
Receivables:
Accounts receivable, net 52;926
Accrued interest receivable 3,921 3,297
Due from other govemm:nts 88,255
Due from other funds 82,940 195,437
Inventories 4,231.
Restricted assets:
Cash and cash equivalents 106,875
Investm:nts
Property, plant and equipment (net, where
applicable, of accumulated depreciation)
UnaITXlrtized bond costs, net
AJrount available in debt service funds
AJroun.t to be provided for retirement of
general long-term debt
AITXlunt to be provided for accrued
cOl11'ensated absences
Total assets 53,385,623 52,394,855 52,199,216 S 301,375
See notes to financial statements.
2
CITY OF WINTER SPRINGS, FLORIDA
COMBINED BALANCE SHEET - ALL FUND TYPES AND ACCOUNT GROUPS
SEPTEMBER 3D, 1998
Governmental Fund Types
Special Debt Capital
ASSETS General Revenue Service Projects
Cash and cash equivalenfs $3,099,401 S 893,195 $ 288,439 $ 99,388
Investm::nts .; 1,250,000 ],910,771 201,987
Receivab les:
Accounts receivable, net . 52,926
Accrued.interest receivable 3,921 3,297
Due from other govemm::nts 88,255
Due from other funds 82,940 195,437
Inventories 4,231
Restricted assets:
Cash and cash equivalents 106,875
Investm::nts
Property, plant and equipm::nt (net, where
app]icable, of accumulated depreciation)
Unam:>rtized bond costs, net
AJTX:lunt available in debt service funds
Am:>unt to be provided forretirement of
general long-term debt ~
AJTX:lunt to be provided for accrued
compensated absences
Total assets S3,385,623 $2,394,855 S2,I99;216 S 301,375
See notes to financial statements.
3
Proprietary
Fund Type Account Groups Totals
General General Long- (Memorandum
Enterprise Fixed Assets Term Debt Only)
$ 806,239 S $ $ 5,186,662
3,362,764
904,681 957,607
17,534 24,752
88,255
279 278,656
536 4,767
2,655,619 2, 762,494
2,665,604 2,665,604
29,358,054 23,122,741 52,480,795
427,925 427,925
2,199,216 2,199,216
10,125,784 10,125,784
'" 343,320 343,320
$36,836,471 523,122,741 $12,668,320 S80,908,601
(Continued)
4
CITY OF WINTER SPRINGS, FLORIDA
COMBINED BALANCE SHEET - ALL FUND TYPES AND ACCOUNT GROUPS
SEPTEMBER 3D, 1998
Governmental Fund Types
LIABILITIES, FUND EQUITY Special Debt Capital
AND OTHER CREDITS General Revenue. Service Projects
LIABILITIES:
Accounts payclble $ 324,749 $ 60,330 $ $ 69.812
Accrued liabilities 241,473
Due to other funds 13,223 37,675
Payable tTomrestricted assets:
Accrued interest
Revenue bonds payable
Obligation under utility agreem:nt
Custom:r deposits 106,875
Accrued compensated absences
Obligation under utility agreement; less
portion payable tTomrestricted assets
Revenue bonds payable, less portion
payable tTomrestricted assets
Total liabilities 686,320 98,005 69.812
. FUl\'D EQUITY Ah'D OTHER CREDITS:
Investm:nt in general fixed assets
Contnbuted capital
Retained eal11ings:
Reserved for renewal and replacement
Reserved for capital improvem:nts
UnreseIved
Fund balances:
Reserved for debt seIVice 2,199.216
ReseIVed for en cumbrances 195,317 129 25,046
ReseIVed for inventories 4,231
ReseIved for capital projects 206,517
UnreseIVed - 2,499,755 2,296,721
Total fund equity and other-credits 2,699,303 2,296,850 2,199,216 231,563
TOTAL LlABILITIES. FUl\'D EQUITY
AND OTHER CREDITS $3,385.623 52.394,855 $2,199,216 S 301,375
See notes to financial statements.
5
ProprIetary
Fund Type Account Groups Totals
General General Long- (Memorandum
EnterprIse Fixed, Assets Term Debt Only)
$ 249,556 $ S $ 704,447
37,040 278,513
227,758 278,656
732,175 732,175
715,000 715,000
78,000 78,000
494,893 601,768
83,905 343,320 427,225
760,376 760,376
23,356,177 12,325,000 35,681,177
26,734,880 12,668,320 40,257,337
23,122,7;41 23,122,741
7,290,624 7,290,624
278,863 278,863
483,244 483,244
2,048,860 2,048,860
2,199,216
220,492
4,231
206,517
4,796,476
10,101,591 23,122,741 40,651,264
$36,836,471 523,122,741 512,668,320 $80,908,60 l'
(Concluded)
6
CITY OF WINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES - BUDGET AND ACTUAL _ ALL GOVERNMENTAL FUND TYPES
. YEAR ENDED SEPTEMBER 30,1998
General Fund
VarIance
Favorable
Budget Actual (Unfavorable)
$ 3.300.281 $ 3.253,744 $ (46.537)
507.287 637.169 129.882
2,380. I 33 2,393.892 13,759
116,435 106,367 (10,068)
198,324 170.325 (27,999)
150,291 154.543 4.252
640,000 737,465 97.465
7,292,751 7.453,505 160,754
REVENUES:
Taxes and special assessm:nts
Licenses, pennits, and fees
Intergovemm:ntal revenues
Charges for services
Fines and forfeitures
Interest
Miscellaneous
Total revenues
EXPENDITURES:
Current:
G:neral govemm:nt
Public safety
Transportation
Culture and recreation
Capital outlay
Debt service:
Principal retirem:nt
Interest and fiscal charges
Total e>1'enditures
2,375,784
4.756,310
1,139.982
984,907
684.704
9,941,687
EXCESS (DEFICIENCY) OF REVENUES
OVER (UN"DER) EXPThT))ITURES
OTHER FINANCll\G SOURCES (USES):
Operating transfers in
Operating transfers out
Total other financing sources (uses)
(2,648,93.6)
1,709,416
1,709,416
EXCESS (DEFICIENCY) OF REVENUES A!\lJ)
OTHER FINANCING SOURCES OvER (U1\TOER)
EXPENDITIJRES Al\TO OTHER USES
FtJ1\TO BALANCES AT BEGIN'l\TJNG OF YEAR
RESIDUAL EQUITY TRANSFERS IN
RESIDUAL EQUITY TRANSFERS OUT
(939,520)
3,157,387
FUl\TO BALANCES AT END OF YEAR
2,321,677
4,661,471 .
1,011,225
843,115
877,402
9,714.890
(2,261,385)
1.829,100
1,829,100
(432,285)
3,157,387 .
(25.799)
$ 2,217,867 S 2,699,303
See noles 10 financial slatem:nts.
8
54,107
94.839
128,757
141,792
(192.698)
226, i97
387,551
119,684
119,684
507.235
. -
(25,799)
$ 481,436
(Continued)
CITY OF VVINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES. BUDGET AND ACTUAL. ALL GOVERNMENTAL FUND TYPES
YEARENOED SEPTEMBER 30,1998
.Speclal Revenue Funds
Variance
Favorable
Budget Actual (Unfavorable)
REVENUES:
Taxes and special assessm::nts
Ucenses, permits, and fees
Intergovernmental revenues
Charges for services
Fines and forfeitures
Interest
Miscellaneous
S 2,393,389 $ 2,713,631 $ 320,242
410,036 306,051 (103,985)
224,256 189,957 (34,299)
1,710,683 1,792,321 81,638
18,950 13,389 (5,561)
59,927 104,536 44,609
74 74
4,817,241 5,119,959 302,718
3,084,124 . 2,899,489 184,635
1,733,117 2,220,470 487,353
875,825 1,037,025 161,200
(3,405,644) (3,856,995) (451,351)
(2,529,819) (2,819,970) (290,151 )
Total revenues
EXPENDITURES:
Current:
GeneIaI government
Public safety
Transportation
Culture and recreation
Capital outlay
Debt seIVice:
Principal retiremen t
Interest and fiscal charges
Total expenditures
1,433,752
71,758
121,950
1,456,664
. EXCESS (DEfICIENCY) OF ~1JES
OVER (UNDER) EXPENDITURES
OTHER FINANCING SOURCES (USES):
OpeIating transferS in
OpeIating tIansfers out
Total other financing sourc~s (uses)
EXCESS (DEFICIENCY) OF REVEl\'UES AND
OTHER FINANCING SOURCES OVER (Ul\TDER)
EXPENDmJRES Al\"D OTHER USES
FUl\"'D BALANCES AT BEGINl\1JNG OF rEAR
RESIDUAL EQUITY TRANSFERS IN
RESIDUAL EQUITY TRANSFERS OUT
(796,702)
2,870,551
S 2,073,S49 S 2,296,850
FillIDBALANCESATThTDOF~R
See o.ot.es to financial statem::nts.
9
1,426,056
64,073
148,719
1,260,641
(599,500)
2,870,551
25,799
7,696
7,685
(26,769)
196,023
i97,202
25,799
S 223,001
Debt Service Funds
Variance
Favorable
Budget Actual (Unfavorable)'
Capital Projects Funds
Variance
Favorable
Budget Actual (Unfavorable)
$ $
$
$ S
S
81,200 162,680
81,480
2,000 25,584
23.584
81,200 162,680
81,480
2,000 25,584
23,584
357,485 567,757 (210,272)
387,000 275,000 112,000
690,753 692,605 (1,852)
I,On,753 967,605 110,148 357,485 567,757 (210.272)
(996,553) (804,925) 19],628 (355,485) (542,173) (J 86,688)
] ,076,553 990,870 (85,683) 68,730 ' 68,730
(68,730) (68,730)
1,076,553 990,870 (85,683)
80,000 185.945 105,945 (355.485) (542,173) (J 86.688)
2,013,271 2,013,271 773,736 773,736
'-
S 2,093,271- $ 2,199,216 $ 105,945 S 418.251 S 231,563 $ (186.688)
10 (Continued)
CITY OF WINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES. BUDGET AND ACTUAL. ALL GOVERNMENTAL FUND TYPES
YEAR ENDED SEPTEMBER 30,1998
. To~als
. .(Memorandum Only)
- Variance
Favorable
Budget Actual (Unfavorable
REVENUES:
. TaXes and spedalassessments
Licenses, pennits,and fees
Intergovernmen,taJ revenues
Charges for services
Fines and forfeitures
. Interest
: MiseelIan-eous
_.
Total revenues
S 5,693,670 S 5,967,375 S 273,705
917,323 943,220 . 25,897
2,604,389 2,583,849 (20,540)
1,827,118 1,898.688 71,570
217,274 183,714 (33,560)
293,418 447,343 153,925
. 640,000 737,539 97,539
12,193,192 12,761,728 568,536
EXPEl'-1DITURES:
CUrrent:
General government
Public safety
Transportation
Culture and recreation
Capitalo!1tlay ,
Debt seIVice:
Principal retirement
Interest and fiscal charges
Total e~enditures.
3,809,536 3,747;733 61,803
4,828,068 4,725,544 102,524
1,261,932 1,159,944 101,988
984,907 843,115 141,792
2,498,853 2,705,800 (2C'5,947)
387,000 275,000 112,000
690,753 692,605 '0,852)
14,461,049 14,149,741 311 ,308
(2,267,857) (1,388,013) 879,844
3,661,794 3,925,725 263,931
(3,405,644) (3,925,725) . (520,081)
256,150 (256,150)
EXCESS (DEFICIENCY) OF REVENUES
OVER (UNDER) EXPENDITURES
:OTHER FINANCING SOURCES (USES):
Operating.tr;msfe;s in
. : ,Operating transfers out i ,,1
Total other financing sources (uses)
EXCESS (DEFICIENCY) OF REVEl\1lJES Al\1D
OTHER FINANCING SOURCES OVER (Ul\1DER)
EXPENDITURES A},'l}) OTHER USES
. .
FUNU BALANCES A T BEGlNl\~G OF YEAR
RESIDUAL EQUITY TRANSFERS IN
RESIDUAL EQUITY TRANSFERS our
(2,011,707)
8,814,945
(1,388,013)
8.814,945
623,694
25,799
(25,799)
FUNUBALANCESATThUOF~R
$ 6,803,238
$ 7,426,932
S 623,694
See n~te_s to financial statements.
(Concluded)
11
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN
RETAINED EARNINGS. PROPRIETARY FUND TYPE
,'YEAR ENDED SEPTEMBER 30, 199B
Total operating expenses
Water & Sewer
Utility
.E1lnct
$ 5,302,148
1,157,879
. 367.861
1.129.282
1,170,766
3,825.788
1,476,360
244,022
(1,484,805)
376,942
(2,645)
1,000
(865,486)
. 610,874
2,200,093
$ 2,810,967
OPERATING REVENUES - User charges
OPERATING EXPENSES:
Salaries and benefits
Materials and supplies
Depreciation and amortization
Other operating expenses
OPERATING INCOME
NONOPERATING REVENUES (EXPENSES):
Interest income
Interest expense
Connection fees
Loss on disposal of fIXed assets
Other
Total nonoperating revenues (expenses)
NET INCOME
RETAINED EARNINGS AT BEGINNING OF YEAR
RETAINED EARNINGS A TEND OF YEAR
See notes to financial statements.
12
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF CASH FLOWS-
PROPRIETARY FUND TYPE
YEAR ENDED SEPTEMBER 30,1998
Water: & ~e'Ner
Utility
.E.uhsi
CASH FLOWS FROM OPERATING ACTIVITIES:
. Op~rating income
Adjustments to reconcile operating income to net cash provided by
operating activities:
- Depreciation andamort.ization
Changes in assets and liabilities:
; Increase in accounts receivable
. . Decrease in due from other funds
,,, lng-ease in inventories
,.
~.. ~.-'" I.' . Increase in accounts payable
, . Increase in accrued liabilities
Qecrease in due to other f~nds
Increase in customer deposits
Increase in accrued compensated absences
S 1,476.360
1,129,282
(86,005)
17,971
(148)
50.342
8,244
(62,202)
23,145
47,814
Total adjustments
1,128,443
Net cash provided by operating activities
2,604,803
CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:
Acquisition and construction of capital assets
Connection fees
Interest paid on revenue bonds
Principal payments on revenue bonds
Payment on utility agreement
Net cash provided by investing activities
(I,783;421)
376,942
. (I,438,370)
(455,OOO)
(129,200) .
(3,429,049)
, .
254,214
(I,650,773)
2,987,150
1.590,591
766,345
2,695,513
S 3,461,858
Ne.t.cash used in capital and related financing activities
CASH FLOWS FROM INVESTING ACTIVITIES -
Earnings on cash, cash equivalents, and investments
Purchases of government securities and commercial paper
Sales of government securities and commercial paper
NET INCREASE IN CASH AND CASH EQUlV ALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
NONCASH INVESTING. CAPITAL, AND FINANCING ACTIVITIES:
During the year ended September 30, 1998, the City recorded as contributed capital utility system equipment donated by developers
tota1tng-s329,35 I.
13
See no::s to financial statements.
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED SEPTEMBER 30,1998 .
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The City of Winter Springs, Florida (the "City") was established by a special act of the Florida
Legislature and incorporated in 1959. The City is located in the central Florida county of Seminole. The
legislative.branch of the City is composed of a five-member elected <:ommission, which is governed by
the City Charter and by state and local laws and regulations. The City Commission is responsible for the
establishment and adoption ofpolicy;.the execution of such policy is the responsibility of the City
Manager appointed by the Commission.
The accounting policies of the City confonn to generally accepted accounting principles as applicable to
units of local governments. The following is a summary of the more significant policies:
a. Reporting Entity - The City is a stand-alone governmental unit. There are nO organizations for
which the City is fmancially accountable or for which their nature and relationship with the City
would cause the City's [mancial statements to be mis~eading if excluded.
b. Fuud AccoulZtilig - The accourits of the City are organized on the basis of funds and account
groups, each of which is considered a separate accounting entity. The operations of each fund are
accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities,
fund equity, revenues and expenditures, or expenses as appropriate. Government resources are
allocated to and accounted for in individual funds based upon the purpose for which the resources
are to be spent and the means by w~ich spending activities are controlled. The. purposes of the
: City's various funds and account groups are as follows:
Governmental Funds:
General Fund - The General Fund is the general operating fund of the City. It is used to
account for all financial resources except those required to be accounted for in another fund.
Special Revenue Funds - Special Revenue Funds are used to account for the proceeds of
specific revenue sources (other than major capital projects) that are legalIy restricted to
expenditures for specific purposes.
Debt Service Funds - The Debt Service Funds are used to account for the accumulation of
resources for the payment of generallong-tenn debt principal, interest, and related costs.
Capital Projects Funds- Capital Projects Funds are used to account for the portion of the
proceeds resulting from the Improvement Refunding Revenue Bond - Series 1993 and the
Subordinate Improvement Revenue Bond - Series 1997. These monies are being used for the
a~quisition and construction of civic and recreational facilities, a police station complex, and
the renovation of City Hall.
14
Proprietary Fund:
Enterprise Fund - The Enterprise Fund is used to account for operations th"ci1are financed
and operated in a manner'similar to private business enterprises where the intent of the City
Commission is that the costs (expenses, including depreciation) of providing services to the
general public be financed or recovered primarily through user charges. The City's
enterprise fund cOI)sists of,! water and sewer utility.
Account Groups:
Gene~al Fixed Assets. - The General Fixed Assets Account Group is used to account for the
fixed assets of the City, except those of the proprietary funds.
Gener~l Long-Term Debt - The General Long-Tenn Account Group is used to account for
the outstanding principal balances on any gen~ral or special obligation bonds,notes,
compensated absences, or other long-tenn debt of the City, except for long-term debt of the
proprietary fund.
hfeasureUlelltJ?ocUS
Gover;zmental Fund Typ~ - General, Special Revenue, Debt Service, and Capital Projects Funds
are:accounted for on a current financial resources measurement focus and the modified accrual
basis of accounting. Under the modified accrual basis, revenues are recognized when they
become measurable and available as net current assets. The City considers all collections within
. one year of year end to be availaqle, except property taxes, which are not available unless
collected within sixty days. Reyenues susceptible to accrual include emergency medical service
fees and investment earnings., Expenditures are generally' recognized under the modified accrual
basis of accounting when theJelated'fun~Jiability is incurred, except for unmatured principal and
interest on most generallong-tenn debt, which is recognized when due.
Proprietary Fund Type - The Enterprise Fund is accounted for on the flow of economic resources
measurement focus and uses theaccmal basis of accounting. Under this method, revenues are
. tecordedwhen earned and expenses are recorded when liabilities are incurred. The City has
elected not to apply Financial Accounting Standards Board Statements and Interpretations issued
after November ~O, 1989, as pennitted by Statement No. 20 of the Governmental Accounting
Standards Board; Accounting and Financial Reportin$for Proprietary Funds and Other
Goyernmental Entities that Use Proprietary Fund Accounts.
Accouni Groups - The General Long- Tenn Debt and General Fixed Assets Account Groups are
concerned only with the measurement of financial position. They are not involved with the
measurement ofres.ults of operations. Long-tenn debt which is not intended to be financed
t~ough the Proprietary Fund is. accounted for in the General Long-Term Debt Account Group.
Fixed assets which are not used in Proprietary Fund operations are accounted for in the General
Fixed Assets Account Group.
d. Cas" and Cas" Equivalents - The City considers all highly liquid investments (including
r~stricted assets) with a maturity of three months or less when purchased to.be cash equivalents.
c.
e. . Investments - During the 1998 fiscal year, the City adopted GASB Statement No. 31, Accounting
and Financial Reportingfor Certain Investments and External Investment Pools. As a result, all
investments are presented at fair value. This adoption had a minimal financial impact on the City.
15
The City Charter and bond resolutions authorize the City to invest in direct obligations of or
obligations guaranteed by the Department of Treasury of the United States of America, obligations
of specific federal agencies of the Unites States of America, bonds, notes, or other evidence of
indebtedness issued by the Federal National Mortgage Association or Federal Home Loan
. Mortgage CorPoration, secured repurchase agreements, bankers' acceptance, money market,
commercial paper, certificates of deposit, and the Local Government Surplus Funds Trust Fund.
All investments must be insured, registered, or held by the City or a trustee in the City's name.
t Receivables -
(1) Property Taxes - Under Florida law, the assessment of all properties and the collection of all
county, municipal, and school board property taxes are consolidated in the offices of the
County Property Appraiser and County Tax ColIector. The laws of the state regulating tax
assessments are also designed to assure a consistent property valuation method statewide.
State statutes permit municipalities to levy property taxes at a rate of up to 10 mills. The
millage rate assessed by the City for the fiscal year ended September 3D, 1998 was 3.6000
mills. .
Property taxes are billed and collected within the same fiscal period, and are reflected on the
modified accrual basis. Ad valorem taxes on property values have a lien assessment date of
January 1, with the millage established during September. The fiscal year for which taxes
are levied begins October 1. Taxes are billed (levied) in November, \vith a maximum
discount available through November 30, and become delinquent April 1. During May of
each year, the certificates for unpaid taxes are sold by the County and the proceeds remitted
to the City. The City does not recognize property taxes receivable, since related revenues are
appropriated in the subsequent fiscal year and amounts are not considered available for
current appropriations.
(2) Accounts Receivable - The Water and Sewer Utility Fund operating revenues are recognized
on the basis of cycle billings rendered monthly. Revenues for services delivered during the
last month of the applicable reporting period that have not been read are accrued.
(3) Allowance for Doubtful Accounts - The City provides an allowance for water and sewer and
emergency medical transport accounts receivable that may become uncollectible. At
September 30, 1998, this allowance was $159,650 for the proprietary fund and $22,500 for
emergency medical transport fees in the specialrevenue fun9.s.
g. Inventories - Inventories are stated at cost, which is determined on the first-in, first-out method.
Inventories ,in the General and Enterprise Funds consist of expendable supplies held for
consumption. The cost is recorded as an expenditure at the time inventory items are used
(consumption method). Reported inventories within the governmental funds are offset by a fund
balance reserve which indicates that they do not constitute "available spendable resources" even
though they are a component of net current assets.
It. Property, PlaTtt Qltd Equipment _
(1) Property, plant and equipment purchased in the governmental fund types are recorded as
capital outlay expenditures at the time of purchase. Such assets are capitalized at cost or
" estimated cost if purchased or constructed. Donated property, plant and equipment are
recorded at estimated fair market value at the date of donation. A~sets in the general fixed
16
assets account group are not depreciated and do not have interest capitalized during
construction. Public domain ("infras~cture:'), such as roads, bridges, curbs and gutters,
streets and sidewalks, drainage syste,ms, and lighting systems that are immovable and of
value only to the government are not capitalized.
(2) Property. plant and equipment of the Proprietary Fund Type areJecorded at cost. Donated
property, plant and equipment are capitalized at their estimated fair market value at the time
received. Depreciation is provided using the straight-line method over the estimated useful
liv~s of the various classes of depreciable assets as follows:
&.at
~
Utility System
Equipment
Vehicles
30 years
5 years
3 years
i. Unamortized Boltd Costs - Costs associated with the issuance of revenue bonds are amortized
over the life of the bonds using the straight-line method of accounting, which approximates the
interc:st method. .
j. Accrued Compensated Absences - The City records an accrual for all governmental fund
compensated absences in the General Long Term Debt Account Group since accrued expenditures
are not budgeted and amounts accrued are not normally liquidated with expendable available
finanCial resources. The Proprietary Fund Type' accrues compensated absences in the period they
are earned.
'-
lit. Eltcumbrances - Encumbrances represent commitments reJated to unperformed contracts for
goods or services. Encumbrance accounting, under which purchase orders, contracts, and other
commitments for the expenditure of resources are recorded to receive that portion of the
applicable appropriation, is utilized in all governmental funds. Encumbrances outstanding at year-
end are reported as reservations of fund balances and do not constitute expenditures or liabilities
because the commitments will be honored during the subsequent year.
It. Budget and Budgetary Accounting - Budgets are legally adopted for all of the City's Funds and
are prepared in accordance with generally accepted accounting principles, with the exception of
the Solid Waste Special Revenue Fund (see (8) below). The City follows the procedures set forth
below in establishing the budgetary data reflected in the financial statements:
17
(1) On or before July 1st of each year, the City Manager submits a Proposed Budget to the City
Commission for the fiscal year beginning the following October 1st. The Budget includes
proposed revenues and expenditures, and a description of capital activities for the ensuing
fiscal year. .
(2) The City Commission then holds informal workshops. Each item in the budget is thoroughly
discussed. and the public is invited to participate,
(3) On or before September 15th .of each year, the public hearings are completed and the
Commission adopts the final budget and establishes the ad valorem tax millage.
(4) The budget may be formally amended by City Commiss~on at any time.
(5) The City Manager is authorized to transfer budgeted amounts between accounts within a
department. At any time during the fiscal year, the City Manager may transfer part or all of,
any unencumbered appropriations among programs within one department.
(6) Appropriations lapse at the end of the fiscal year. Certain supplemental appropriations were
necessary during fiscal year 1998.
(7) Budgeted appropriations may not be exceeded at the fund level. However, in fiscal year
1998. actual expenditures exceeded budgeted appropriations in the Solid Waste Fund and the
. .Electric Franchise Fee Fund by minor amounts (S4,203 and $3,073, respectively).
Additionally. expenditures exceeded budgeted appropriations in the Transportation
Improvement Fund by $77,233 due to timing differences (the expenditures were budgeted in
fiscal year 1997. but not actually incurred until fiscal year 1998).
(8) Actual amounts on the Combined Statement of Revenues, Expenditures and Changes in Fund
Balances - Budget and Actual - All Governmental Funds are presented on a budgetary basis
except for the Solid Waste Special Revenue Fund. The budgetary basis for Special Revenue
Funds differs from presentation in accordance with generally accepted accounting principles
as. follows:
Revenues Expenditures
GAAP basis $3,964,037 $ 1.743,567
Pass through costs collected
and remitted as agent 1,155,922 . 1,155,922
Non-GAAP budgetary basis $5,119.959 $ 2,S99,489
o. Total Columns on Combined Statements - Total columns on the combined statements are
captioned "Memorandum Only" to indicate that they are presented only to facilitate financial
analysis. Data in these columns do not present financial position or results of operations in
. conformity with generally accepted accounting principles. Neither is such data comparable to a
. con~olidation. Interfund eliminations have not been made in the aggregation of this data.
18
2. CASH, CASH EQUIVALENTS AND INVESTMENTS
The City's demand deposits and certificates of deposits at September 30, 1998 are covered by Federal
Depository Insurance or the State of Florida collateral pool. The State of Florida collateral pool is a
multiple financial institution pool with the ability to assess its members for collateral shortfalls if a
member institution fails.
Investments are presented at fair value, and are categorized in the following table to give an indication of
the level of risk assumed by the City at September 30, 1998. Category 1 includes investments that are
insured or registered for which the securities are held by the City or its agent in the City's name.
Category 2 includes uninsured and unregistered investments for which the securities are held by the
counterparty's trust department in the City's name. Following are the City's investments at
September 30, 1998:
Risk Risk
Category 1 Category 2 Total
Overnight repurchase agreements $ $ 3,883,784 . $3,883,784
Commercial paper 986,299 986,299
U.S. Government Treasury Bills 2,109,055 2,109,055
U.S. Government Agencies 500,125 500,125
Total $ 1,486,424 $ 5,992,839 $7,479,263
Cash, cash equivalents and investments are presented on the combined balance sheet as follows:
Unrestricted
. Cash and cash equivalents
Investments
$ 5,186,662
3,362,764
Restricted
Cash and cash equivalents
Investments
2,762,494
2,665,604
Total
$ 13,977,524
Total investments categorized above
Total deposits
$ 7,479,263
$ 6,498,261
19
3. INTERFUND BALANCES
Individual fund interfund receivable and payable balances at September 30, 1998 are as "follows: .
Due From Due to
Other Funds Other Funds
General Fund
Special Revenue Funds
Enterprise Funds
$ 82,940
195,437-
279
$ 13,223
37,675
227,758
$ 278,656
$ 278,656
4: I>ROPERTY, PLANT AJ\rn EQUIPMENT
Following is a summary of the changes in Proprietary Fund Type property, plant and equipment for the
year ended September 30, 1998:
Balances Balances
October I, September 30,
12.21 Additions Deletions 1.22a
Utility system 529,538,641 5 1,124,957 5 6,472 530,657,126
Office building 637,546 637,546
Office furniture and equipment 764,962 107,409 92,270 780,101
Vehicles 443,729 72,836 28,740 487,825
Land 4,383,591 25,471 4,409,062
Construction in progress 600,453 ] ,704,284 9] 3,393 1,391,344
. Total 36,368,922 3,034,957 1,040,875 38,363,004
Less accumulated depreciation (8,011,202) (1,109,797) (J 16,049) (9,004,950)
528,357,720 5 1,925,160 S 924,826 529,358,054
20
Following is a summary of changes in the General Fixed Assets Account Group for the year ended
September 30, 1998: ' ,
5. LONG-TERM DEBT
a. Changes in General Long-Term Debt - Following is a summary 'of changes in general long-term
debt for the year ended September 30, 1998:
Balances BalancfS
Oclobrr I, Sepltmbrr 30,
Wl. Addlrlo", D pl~t'nn' l.UJl..
ImprClvement Refunding Revenue Bonds:
Series 1989 S 2,875,000 S S S 2,8 7S ,000
Series 1993 9.150,000 275,000 8,875,OOG
Imprc.vemenl Revenue Bonds, Series 1997 575,000 575,000
Accrued compensated absences 246,228 97,092 343,320
Tolal S 12,846,228 S 97,092 S 275,000 S 12.668,320
b. Improvement Refunding Reven~e Bonds and Improvement Revenue Bonds - The major
provisions of the resolutions authorizin-g Improvement Refunding Revenue Bonds and
Improvement Revenue Bonds are as follows:
(1) Establishment and maintenance of various funds,
TIle Debt Service Fund records all the debt service requirements of the issue, and includes
the sinking fund and reserve accounts.
(2) Re:striction on the use of cash in order of priority.
(a) Payment of current debt service requirements.
(b) Payment of reserve requirements up to the maximum of $468,922 and $888,121 for the
Series 1989 and 1993 bonds, respectively.
(c) Any remaining revenue can be used for any law,ful purpose.
21
, (3) Early redemption.
The bond resolutions provide for the City's optional early redemption of outstanding bonds
at call rates varying from 100% to 102% of the instrument's face value plus accrued interest,
depending on the call date. The redemption period begins on October 1, 1998 for the Series
1989 and Series 1997 bonds, and October 1,2004 for the Series 1993 bonds.
(4) Investment restrictions.
Debt Service Fund and Excise Tax Fund monies may be invested in authorized'investment
securities which mature not later than the dates on which the monies on deposit will be
needed for the purpose of such fund. Reserve Account monies may be invested in securities
maturing not later than five years from the date of their deposit into the Reserve Account. '
(5) Pledge of revenues.
The bonds and related interest are payable solely from and collateralized by a lien on the
Public Service Tax that the City is entitled to levy on certain utility sales and Franchise Fees
levied by the City for a 30-year electric franchise granted by the City in 1984. '"
The Improvement Refunding Revenue Bonds consisted of the following at September 30,
1998:
Princlp21
Balance
Intetest OuUtandlnl: at
Rates and Orll:inal September 3D,
Iluu lli.tIIr.i.tx AmD.lUll .ilia
Improvement Refunding Revenue
Bonds - Series 1989 7.10%-7.45% 10/1/98 -
(4/1 & lOll) 10/1/14 ' S 4,020,000 S 2,875,000
Improvement Refunding Revenue 10/1/98 -
Bonds - Series 1993 3.90%-5.5%
(4/1 & lOll) 10/1/18 $ 9,~65,OOO . 8,875,000
Subordinate Improvement Revenue
Bonds - Series 1997 4.89% 10/1198 - S 575,000 575 OOQ
(411 & 10/1) ]0/1102
Total S 12,325,000
Water aTld Sewer RefuTldillg Revellue BOllds alld Water alld Sewer Revell.ue B(mds - The major
provisions of the resolutions authorizing the Water and Sewer Refunding Revenue Bonds and
Water and Sewer Revenue B0I1ds are as follows: ' '-
. .
(1). Establishment and maintenance of various funds.
(a) The Revenue Fund records aJI gross revenuesd"erived from operation of the utility.
22
(b) The Debt Service Fund (including principal, interest, and redemption accounts) records
all monies to meet current debt service and reserve requirements.
(c) The Sewer Renewal and Replacement Fund records monies for paying the cost of
extensions, enlargements, additions, or replacement of capital assets of the utility.
(2) Restrictions on the use of cash from operating revenue in order of priority.
(a) Transfer of developer agreement payments into a Developer Agreement Payments
Account (see Note 9).
(b) Payment of current operating and maintenance expenses.
(c) Payment of current debt service and reserve requirements.
(d) Payments to Renewal and Replacement Funds at one-twelfth of 5% of gross revenues
received in the preceding fiscal year, until the amount on deposit equals or exceeds:
· Five percent of gross revenues ofthe preceding fiscal year attributable to the west
utility plant.
(3) Early redemption.
Early redemption is provided for at a call rate varying from 100% to 102% of the face
amount of the bonds.
(4) Investment restrictions.
Water and Sewer Refunding Revenue Bonds, Series 1991:
(a) The Revenue Fund and the Debt Service Fund may invest in investment securities
which mature not later than the dates on which the monies on deposit therein will be
needed for the purpose of such fund.
(b) The Renewal and Replacement Fund may invest in investment securities with no more
than five years matunty.
(c) The Reserve Account of the Debt Service Fund may invest in investment securities
which mature no later than the last maturity date of the bonds.
Water and Sewer Refunding Revenue Bonds, Series 1992 and Water and Sewer Subordinate
Revenue Bonds, Series 1997:
Monies in any fund or account may be invested in investment securities which mature no
later than dates on which the monies will be needed for the purpos~ of such fund or account.
(5) Pledge of revenues.
The bonds are payable solely from and collateralized by the net revenues of the system. Net
revenues include all rates and charges received -from customers, connection reservation fees
. '
23
and interest or investment income, less costs for operation and maintenance of the systems,
In addition, for the Water and Sewer Revenue Bonds, new revenues include amounts
received under ~ certain 1 a-year developer agreement (see Note 9).
The Water and Sewer bonds consisted of the following at September 30, 1998:
Princlpal
Balance
Interest Outstanding at
Rates and Original Scplcmber 30,
Description ~ bhtlIrib: Am2Ynt l2.2.8
Waler and Sewer Refunding 5.75%..6.75%
Revenue Bonds. Series 1991 (4/1 & 10/1) 10/1/98-10/1/21 S 6,915,000 S 6,295,000
Less original issue discount - net
of arrortiulion (137,190)
6,915,000 6,157,810
Waler and Sewer Refunding 4.55%~.I25%
Revenue Bonds - Series 1992 (411 & 10/1) 10/1/98-411120 16,015,000 15,025,000
less original issue discount. net
of arrortiZ3lion (136,633)
16,015,000 14,888,367
Subordinate Waler and Sewer
Revenue Bonds . Series 1997
5.1 S%
(4/1 & 10/1)
10/1/98-10/1107
3,025,000 .
3,025,000
s
25.955,000
Less CUlTCllt portion
24,071.177
(715,000)
S 23,356,177
24
. .
, d. DeJeased Debt - Defeased bonds, for ~vhich in~estments are held in escrow for payment of
principal and interest and fqr which the investments and liability have been removed from
the City's balance sheet, were as follows at September 30, 1998:
Ori~ Issue Date
Description
AImunt
Originally
Issued
Principal
Balance
<A1tstandi.ng at
Septerrber 30,
1998
Qnera1l..ong-TermIXbt:
Mly I, 1984
Irrproverrent Revenue Bonds -
Series 1984
$ 3,505,COO $ 130,COO
4,980,COO 4,980,COO
$ 8,485,COO $ 5,110,COO
$ 5,035,COO $ 220,(0)
12,300,COO 11,695,(0)
$ 17,335,COO . $ 11,915,COO
Mlyl,1989.
Irrproverrent Refunding Revenue
Bonds.; Series 1989
Propriet.ary Fund:
Septerrter 1,1984
Water and Se\\a' Revenue Bonds -
Series 1984
April t, 1m
\Thter and Se\\er Revenue Bonds-
Series 1m
e. Obligatioll Under Utility Agreement - In connection with the City's acquisition of the ass~ts of
Seminole Utility Company during fisca'l year ended September 30, 1990, the City entered into an
agreement with the seller whereby the City is obligated to pay the seller for future connections to
the east utility plant, up to a maximum of $4,967,020 over a period of 15 years. The obligation
was included in the original purchase price ofthe east utility plant during the fiscal year ended
September 30, 1990.
As connections under the agreement are made, funds received are deposited in a segregated
account for payment to the seller on April 30 of the following year. At September 30, 1998,
outstanding balances were as follows:
Total obligation
Less current portion (connections made under the
agreement for which cash and investments are
restricted at September 30, 1998)
$ 838,376
(78,000)
Long-term obligation at September 30, 1998
$ 760,376
25
f. AlIl1ual Requiremelltsto Maturity - The annualdebt service requirements to amortize all bonded
debt of the City as of September 30, 1998 are as follows:
CcrcnIlae- T..", Ilet.t !nClJrlle FInd
Inp1Mrn:n ~ ~ ".... and s.-- \\lIur .,.j s.-- \\1Ur.,.j s....r
~ RcIInItc Sc.b:nfrou RtMIrc ~ ~
f\lCll v.... Jlc\.....1Icrds. !It\au IIcrds. ~ S:n:Is, . Rc-..... S:n:Is, !It\au IIcn:k, ~ IIcn:k, ToOl Arn..r
~ Series 1lIll9 - Series IJ>9J Series 199'7 Sc;rl<sJ9)\ Series 1992 Series IS97 [M,( s..-b
~ ~ lm=l ftllI1:l:II IIIlc:& ~ JlIl=I rrlo:lEIlI IDlIm ~ JlIl=I ~ IIIlc:& ~
ISW S S 212,IJO S ~CCO S 4SU93 S IClS,CCO S 25,5lO S 115,CCO S "',10 S .l6O.CCO S &>l, 721 S 2.lO.CCO SI4l,2l53 S 3.2l!.721
%Xl) 2S5,CCO XIl,m .(5,CCO 447,J72 1I00CCO 2O,2Sll I25,CCO m,6.:Il 375,00> 86S,971 2SQ.CCO IJI.lU :l,;!:!,t.6ll
:ml T1$..rm ID.OI .(5,CCO ~Sll 115,CCO I~m Il5,CCO 391,412 39S,CCO Sl5,7SJ 26S,CCO 117,sss J.Z:S,I67
:lXIZ ;95.00> 16:l.9J7 .c5,CCO 40,731 I:!O.CCO 9,~ I40.CCO JS:l.731 Cl,CCO t2l,946 2SQ,CCO IOJ.Cl!2 J~m
%XlI 315,00> 14:l,l6B SJ,CCO 441,412 125,CCO 3,OSS IJO,CCO 37J.m 440,00> /IXl,m m,cco 118,00) 3,;!16,9U
:D)I 335.00> 116,317 55,CCO 4J8,7.c5 .U5.CCO J63,363 465,CCO Td;.0J9 305.t'OO 7U51 3,Cl>I,7.c5
:mJ *!.OO> so,411 55,CCO 4JJ,9.i:) l1O,t'OO 3J2J 12 4\ll,00> 749,4:9 m.t'OO 55.C6 3.~
XQS 3;0.00> 6:!,~ ro,OO> 4JlllSJ l~t'OO llO.3!J mcco 7:'Q.SQ2 3lO.t'OO 37.S14 3,~143
:m1 0:,00> J:!.4Jl ro,cco G,!IJ Iso,CCO J:!,OJ7 545.CCO (89)49 355,t'OO 19.CJ 3,o:P,a:u
:n::.s ~.o:o l3t! m,cco Cl,6:!J :m,t'OO 315,0J8 JS:l,OCO ~5.&'71 375,OCO 3,o:P.916
2XP . Sl5,CCO 39S, iQS :oJ,OCO 300,737 615,OCO 619,714 2,6;9,157
2010 575,OCO :l9,.lQ5 :!l5.0c0 2S6.!1J 650,CXll ~I,IJI 2,6S6.J5J
::OIl - fllS,OCO l!!,33I. ~CCO 71Q, I S1 &l,OCO SlO,26I 2,6SS,719
2012 6lO.00> ~6JO 255,OCO 2J3,61J 735,OCO <4'i\\,79} 2,6S6,0S1
::013 6lO,OCO :!71)ii3 2SQ,CCO 2lJ,412 7lIO.OCO 4JO.4~ 2,6&'7,16'/
::014 m,cco ~ ~CCO 216,238 ~OO> .,1,J.l1 2,676,S5I
::01$ 745,OCO 194,412 310.0c0 19:5.0S7 S15,OCO :h'9,27B 2,66J,m
::016 lSS,OCO IJ2.l37 3lO.0c0 173,138 930.0c0 19-:,OCO 2,6J.I,475
::017 ElQ,00> 1I00oco .l6O.0c0 I.cs.m moco 2lJ,:m 2,6""~Q37
::OIl 1l'lO,00> Q,S:1) 3SJ,OCO 1:!.l,U) I,OJO,OCO 172.725 2,fdl,075
::019 915,00> Z!.&'75 410.CCO 9S,175 1,115,00> ' 106.422 2,6Sl.472
:l:iJ) 4.IO,CCO 6J,4iJ I,Jlll,OCO 72;175 1,7S1,7JO
3I!1 4lO,OCO 13, 7SJ J03.7JO
:m2 - - - . - ~ . _. JO:l,CCO
- - - - - - - - - - -
~ S 1.212.2SJ ~ ~ ~ ~ ~ S6.Cl.'ll$7.l ~ S 11l3l,%! _ . S 3.CCS.OCO .169.230 S 63. 763.19!
-:--- - -
6. CONTRIBuTED CAPITAL
Contributed capital recorded in the Enterprise Fund at September 30, 1998 includes Contributions in Aid
of Construction (CIAC) and utility system equipment donated by customers and developers._CIAC
represents advances made to the west utility plant by its customers and developers prior to its acquisition
by the City on October 6, 1984. The City records as contributed capital equipment donated by
developers upon physical connection to the water and sewer system. Changes to contributeq capital
during the year ended September 30, 1998 were as fo11O\\.s:
Balance at September 30, 1997
Equipment donated by developers for Water and Sewer connections
$6,961,273
329,351
Balance at September 30, 1998
$ 7,290,624
7. PENSION PLANS
Effective October I, 1997, the City adopted a Defined Benefit Plan and amen~ed and restated its Money
Purchase Pension Plan and Trust, integrating the two plans for purposes of providing minimum projected
retirement benefits (referred to as a "floor-offset").
26
Under a floor-'offset, the projected monthly benefit being provided to the participant under the Money
Purchase Pension Plan and Trust is compared to the anticipated projected monthly benefit using the
Defined Benefit Plan formula's minimum benefit, or 2% per year of service up to a maximum of 30
years, subject to certain dollar limitations depending on age at time of retirement. If there are
insufficient funds in the Money Purchase Pension Plan and Trust to provide the minimum benefit, then
the Defined Benefit Plan will provide the difference between the minimum benefit and the projected
monthly benefit provided by the Money Purchase Pension Plan and Trust. Following are descriptions of
the CitY's Money Purchase Pension Pi,an and Trust and Defin~d'Benefit Plan. ,
a. Employee 401(a) Pension Plan - '
Plan Description: The City maintains a-single employer, defined contribution plan'(Money Purchase
Pension Plan and Trust) which was adopted in August 1993, and amended and restated on October 1,
,,1997. This is a tax-qualified plan pursuant to Section 401 (a) of the Internal Revenue Code, and is
administered by an outside party acting as agent for the City.
Benefits are established by the Board of Trustees of the Money Purchase Pension Plan and Trust, and
may be amended by resolution of the City Commission. Prior to the plan amendment, employees were
eligible'to participate in the plan after one full year of service provided they worked at least 1,000 hours
within the 12.-month period. As a result of the plan amendment, employees hired on or after June 1,
1997 are eligible to participate in the plan on the first day of the month immediately following the date
six months after commencement of employment. Employees hired prior to June I, 1997 are eligible to
participate in the plan on the earliest of: (1) the first day of the_plan year following satisfaction of the one
year of service requirement, or (2) the first day of the sixth month following satisfaction of the one year
:of service requirement. '
After three continuous years of employment with the City, the amount credited to the contribution
account of an employee shall vest according to the completed number of emplo~en~ years preceding
the date of termination. After three years of continuous employment, a member is 20% vested,
increasing by 20% each,year thereafter to a maximum of 100%. ,Prior to the plan amendment, members
were 40% vested after four c,ontinuous years, increasing by 10% for every year thereafter to a maximum
of 100%. The phi.npenni'ts withdrawals for retirement, tennination, and disability but does not allow
'participants to borro\V against their accounts., _
j. . -." -.- - .
Funding Policy: Prior t6 the plan amendment, th.e City was obligated by the plan document to make a
contribution equal to at least 7% of the annual compensation of each member of the plan. The plan
amendment modified this obligation to at least 4% of the annual compensation of each member of the
plan. Additionally, it is the policy of the City to fund pension costs in installments equally divided
among the employee pay periods. '
Prior'tothe plan amendment, employees contributed 1% of their gross pay to the plan. The plan
amendment modified tbe employees' contribution rate to 2% of gross pay.
For the year ended September 30, 1998, the employers' contribution was $208,160 and employee
, contributions were S 104,080. '
27
b. Defined Benefit Plall -
Plan Description: Effective October I, 1997, ,employees of the City participate in a defined benefit,
single-employer retirement plan (the ~IDefined Benefit Plan"), fonned by agreement between the City
and the Board of Trustees of the City of Winter Springs ("Board of Trustees"). The Board of Trustees is
comprised of five voting members appointed by the City Commission, and the City Manager and Mayor,
who are non-voting members, All City employees are eligible to participate in the plan on the first day
of the month immediately following the date six months after commencement of employment.
Employees who have reached the age of 65, or have reached the age of 55 and have completed at least 1 0
years of service, are entitled to a retirement benefit payable monthly for life, equal to 2% of their average
compensation multiplied by their years of service at age 65 up to a maximum of 30 years, st:bject to
certain dollar limitations depending on age at time of retirement. Average compensation is the average
of the three highest consecutive paid compensation periods, which is the l2-month period ending on the"
last day ofthe plan year. Employees who have at least 25 years of credited service may also elect to
retire prior to reaching age 55 and receive reduced retirement benefits. "" "-"
" Benefits are established by the Board of Trustees of the Defined Benefit Plan, and may be amended by
resolution of the City Commission. The Defined Benefit Plan is administered by an outside party acting
as agent for the City. Participants are credited with units of benefit credit for hours of service. worked in
a plan year. Benefits fully \'est upon reaching seven years of service (including past service prior to the
adoption of the Defined Benefit Plan), upon reaching nonnal retirement age of 65, or upon separation of
service resulting from death, disability, or eligibility for an early retirement pension. The Defined
Benefit Plan does not issue a stand-alone financial report.
Funding Policy: The City is obligated to contribute to the Defined Benefit Plan in accordance with
actuarially determined contributions; there is no requirement for employees to contribute to the Defined
Bene~t Plan. The City's actual contributions to the Defined Benefit Plan for the year ende<iSeptember
30. 1998 were $356.463, which was equal to the required contribution and annual pension cost for the
fiscal year as determined by the October 1, 1997 actuarial valuation. Therefore, no pension asset or
liability exists at September 30, 1998 as determined in accordance with GASB Statement No. 27. Plan
forfeitures are used to reduce the City's contributions for future plan years.
The annual required contribution for fiscal 1998 was detennin~d as part of the October I, 1997 actuarial
valuation using the entry age actuarial cost method with frozen initial liability for past service benefits
earned prior to the adoption of the Defined Benefit Plan, The actuarial assumptions included (a) a 3%
inflation rate, (b) 8% investment rate of return, (c) projected salary increases of 3% per year, and (d) no
benefit increases after retirement.
28
REQUIRED SUPPLEMENTAL INFORMATION
Schedule of Funding Progress
yaluatlon Date. October 1. 1997
Actuarial value of plan assets
Actuarial accr.ued liability
Unf~mded actuarial liability
~ctuarial value of assets as a percentage
of the actuarial accrued liability
Annual covered payroll
Ratio of the unfunded actuarial liability to
. annual covered payroll
$
$1,661,277
$ 1,661,277
N/A
$ 5,262,016
31.6%
The unfunded ac.tuarial accrued liability is being amortized as a level percentage of projected payroll on
an open basis. The remaining amortization period at S~ptember 30,1998 is 39 years.
8. DEFERRED COMPENSATION PLAN
All employees of the City may.voluntarily elect to participate in one of two available deferred
compensation plans created in accordance with Internal Revenue Code Section 457. The plans are
administered by ~ub1ic Employees Be~efits Service Corporation (PEBSCO) and ICMA Retirement
Corporation, The plans perr.it participants to defer a portion of their salary until futUre years. The
deferred compensation is not available toemployees.Until tennination, retirement~ death, or
unforeseeable emergency.
In fiscal 1998, all assets in the deferred compensation plans were held in separate trusts in accordance
with section 1448 of the Small Business Jobs Protection Act of 1996. As a result, such amounts are no
longer subject to the claims of the City's general creditors anddefeiTed compensation plan assets are not
presented on the balance sheet at September 30, 1998. . .
9. DEVELOPER AGREEMENT
In connection with the City's April, 1990 acquisition of the east water and sewer utility assets from
Seminole Utility Company, the City entered into a 10-year agreement with a major local developer.
Under this agreement, the City guarantees the availability of 1,500 equivalent residential water and sewer
connections (ERe's). In return, the developer is obligated to pay an annual fee of $256 per ERC not
used, due to the City until the earlier of when used or until April 30, 1999. The agreement may be
extended to April 30, 2004 at the option of either party.
29
10. YEAR 2000 ISSUE (UNAUDITED)
The year 2000 issue is the result of shortcomings in many electronic data processing systems and other
electronic equipment that may adversely affect operations in the year 1999 and beyond. This situation
mainly stems from many such systems and equipment using only a two-digit year in their date fields.
This could result in inaccurate data processing or bring to a halt the processing of data altogether.
The City has identified all of the systems that are critical to its operations in order to ensure that these
systems will be year 2000 compliant. The remediation stage of the plan, whereby systems and
equipment changes are made, is currently in progress, and validation and testing of such changes will be
perfonned and completed by the third quarter of 1999 to ensure that the City is year 2000 compliant in
all applications, operating systems, and computer equipment. However, because of the unprecedented
nature of the year 2000 issue, its effects, and the success of related remediation efforts will not be fully
detenninable until the year 2000 and thereafter. Management cannot assure that the City is or will be
year 2000 ready, that the City's remediation efforts wilI be successful in whole or in part, or that parties
with whom the City does business will be year 2000 ready.
As of September 3D, 1998, the City had no contracted amounts with outside parties to make its
equipment or personal computer hardware and software compliant for year 2000 issues.
11. RISK MANAGEMENT
The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets;
errors and omissions; and natural disasters for which the City purchases commercial insurance through
the Florida League of Cities. There have been no significant reductions in insurance coverage during the
current year. For the past three fiscal years, settlements have not exceeded the amount of the City's
insurance coverage.
****""1<
30
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APPENDIX D
SPECIMEN MUNICIPAL BOND NEW ISSUE INSURANCE POLICY
Jl.NV'IH .L<l3'I
ATIVNOI.LN3.LNI 3DVd SIH.L
Municipal Bond Insurance Policy
Ambac Assurance Corporation
c/o CT Corporarion Systems
44 East Miffljn Street, !\1adison, Wisconsin 53703
Administr3tiv(' Office:
One State Street Plaza, New York, New York 10004
Telephone: (212) 66R-0340
JlnJbac
Issuer:
Policy Number:
Bonds:
Premium:
Ambac Assurance Corporation (Ambac) A Wisconsin Srock Insurance Company
in consideration of the payment of rhe premium and subjeer to the terms of this Policy, hereby agrees {Q pay ro Unired Srures Trust Company
of New York, as trustee. or its successor (rhe "Insurance Trustee"), for the henefir of Bondholders, that portion of the pein' I of and interest
on the above-described debr obligations (rhe "Bonds'') which shall become Due fur Payment but shall be unpaid by reaso of onpayment by
the Issuer.
Ambac will make such payments ro rhe Insurance Trustee wirhin one (I) business day following notificarion [(
a Bondholder's presenration and surrender to rhe-Insurance Trustee of such unpaid Bonds or appurrenan u
form and free of any adverse claim, the Insurance Trustee will disburse to the Bondholder the face a mt p cip
rhen Due for Payment bur is unpaid. Upon such disbursement, Ambac shall become the owner the' rrender
shaJJ be fully subrogated ro aJJ of the Bonuholuer's right ro paynient.
In cases where the Bonds are issuable only in a form whereby principal is payable to re " rt< Bon
Trustee shall disburse princip.d co a Bondholder as aforesaid only upon presenration am llrrtn er t the I 3nce
uncanceled and free of any adverse claim, together with all instrument of assign me . in [0 1 sa 'sfae ry
executed by the Bondholder or such Bondholder's duly aurhorized representa . 'e, so as 0 J. mi )WI rshi
the name of Ambac or its nominee. In caStS where the Bonds are issuable y,in. orm ,he
or their assigns, the Insurance Trustee shall disburse'interest ro a Bon ho cr as afo ak on
proof that the claimant is the person entitled ro ,the payment of in 'S n t e B an, Ii
assignment, in form satisfaccory to the Insurance Trustee, duly ex ute( y e c 1 nt Bo
representative. transferring to Ambac all rightS under sue to cei\ th inte Sf re ect of which the insurance disbursement was
tn2de. Ambac shall be subrogated ro all the Bondhold rights ro ent iste d B nds to the extent of the insurance disbursements
so made.
In the event the trustee or paying agent for th BOIl( h' len of principal of or interest on a Bond which has become Due
for Payment and which is made to a Bo 0 r y 0 on behal ,f t e Is r of the Bonds has been deemeu a preferential transfer and
theretofort: recovued from its n~gistere wn l1rsu t t he Unit S tes Bankruptcy Code in accordance with a final, nonappealable order
of a court of competent ;urisdictio uch gisre 0 'nti ed to payment from Ambac to the extent of such recovery if sufficient
funds are not: otherwise available.
other than the Issuer who, at the time of Nonpayment, is the owner of a Bond or of
r Parment". when refcrrinj.:: to rhe princip<ll of bonds, is when the stated Inaturity
iea of a required sinking fund installment has been reached and Joes not refer to any
ason call for redemption (other than by appJication of required sinking fund inscallments),
en f mamn ,. nd, when referring ro interest on rhe Bonds, is when rhe srared date for payment of interesr
10, "Nonpayment' means the failure of the Issuer to have provided sufficient funds to tbe paying agent for
f and interest on rhe Bonds which arc Due for Pa}'menr.
Th remium on this Policy is not refundable for any reason, including payment of the Bonds prior to maturity.
a St loss of any prepayment or other accelerarion payment which at any time may become uue in respecr of any
Ie option of Ambac, nor against any risk other than Nonpaymenr.
ae has caused this Policy to be affixed with a fm:simile of its corpOriltC seal and ro be signet! by ils July authoriled
officers in 0 become effective as its original st'31 and signatures and binding upon Ambac by v'jrcue of the counr(~rsignature of its duly
authorized representative.
r~
.~~~~!~~
'- "~'tOv-poa<4';"'~"o'
I.~~"'" _t' ............
,:i SEAL \0'
, I ",
J : ,
t \ ! ~
t., - :1
. \" ,.. .,/~
" .....~'JCO..\~..... 6
, ......-.. .
'...,...-
Alp'- () ~
President
Secretary
Effenive Date:
AurllOrized R<:pr<:senl3{ivl'
UNITED STATES TRUST COMPANY OF NEW YORK acknowledges that ir
has agreed to perform the dUlies of InsurJncc Trustee under this Policy.
Jial/lth1 IV ~
Form No.: 66..uOllj (7197)
A-
AUlhorized Officer
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APPENDIX E
FORM OF OPINION OF BOt-ID COUNSEL
Jl.NV'IH .L<l3'I
A'I'IVNOUN3.LNI 3DVd SIH.L
CARLTON FIEL'DS
ATTORNEYS AT LAW
CITRUS CENTER
255 S. ORANGE AVENUE. SUITE 1600
ORLANDO. FLORIDA 32801-3488
MAILING ADDRESS:
P.O. 80X 1171. ORLANDO. FL 32802-1171
TEL (407) 849-0300 FAX (407) 648-9099
Upon delivery of the Series 1999 Bonds in definitive form,
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Bond
Counsel, proposes to render its opinion with respect to such Series
1999 Bonds in substantially the following form:
(Date of Delivery)
City Commission
City of Winter Springs, Florida
$
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999
Ladies. and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of Winter
Springs, Florida (the "Issuer") of its $ Improvement Refunding Revenue Bonds,
Series 1999 (the "Series 1999 Bonds"), pursuant to the Constitution and laws of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, the City Charter and other
applicable provisions of law (collectively the "Act"), and Resolution No. 615 of the Issuer
adopted on May 1, 1989, as amended and supplemented, and particularly ~s supplemented by
Resolution No. _ of the Issuer adopted on June _, 1999 (collectively the "Resolution"). Any
capitalized undefined term used herein shall have the same meaning as such term has under the
Resolution.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the Resolution and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify the same by independent
investigation.
Reference is made to the opinion of even date herewith of Kruppenbacher & Associates,
Counsel to the Issuer, on which we have solely relied, as to the due creation and valid existence
of the Issuer, and the due adoption of the Resolution and other resolutions ofthe Issuer.
CARLTON. FIELDS. WARD. EMMANUEL. SMITH & CUTLER, P.A.
TAMPA
ORLANDO
PENSACOLA
TALLAHASSEE
WEST rALM I\EACH
ST. rETERSI\URG
MIAMI
In addition to the foregoing, we have examined and relied upon such other agreements,
certificates, documents, representations and opinions submitted to us, including certifications and
representations of public officials and other officers and' representatives of the various parties
participating in this transaction, as we have deemed relevant and necessary in ccinnectionwith
the opinions expressed below. We have not undertaken an independent audit, examination,
investigation or inspection of the matters described or contained in such agreements, certificates,
documents,' representations and opinions submitted to us and have relied solely on the facts,
estimates and circumstances described and .set forth therein.
In our examination of the foregoin.g, we have assumed the genuineness of the signatures
on all documents and ins~ruments, the authenticity of documents submitted as originals and the
conformity to originals of.documents submitted as copies.
The scope of our engagement in relation' to the issuance of the Series 1999 Bonds has
been limited solely to the examination of facts and law incident to rendering the opinions
expressed herein.
This opinion should not be construed as offering material or an offering circular,
prospectus or official statement and is not intended in any way to be a disclosure statement used
in connection with the sale or delivery of the Series 1999 Bonds. Furthermore, we are not
passing on the accuracy or sufficiency of any CUSIP numbers appearing on the Series 1999
Bonds. In addition, we have not been engaged to and, therefore, do not express any opinion as to
compliance by the Issuer with any federal or state statute, regulation or ruling with respect to the
sale and distribution of the Series 1999 Bonds.
Neither the Series 1999 Bonds nor the interest and premium, if any, payable thereon shall
constitute a general obligation or general indebtedness of the Issuer within the meaning of the
Constitution and laws of Florida. The Series 1999 Bonds and the interest and premium, if any,
payable thereon do not con~titute either a pledge of the full faith and credit of the Issuer or a lien
upon any property of the Issuer. The Series 1999 Bonds are payable solely from the Excise
T~esas provided in the Resolution. No owner of the Series 1999 Bonds or any other person
sl1all ever' have the right, directly or indirectly, to require or' compel the exercise of any ad
valorem taxin,g power of the Issuer or any other public authority or governmental body to pay the
principal of or interest and premium, if any, on the Series 1999 Bonds. or to pay any other
amounts required to be paid pursuant to the Resolution or the ~eries 1999 Bonds.
The opinions set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
. Based upon the foregoing, we are of the opinion that:
1. The Issuer has been duly created and validly exists as -a municipal corporation of
the State of Florida.
2. The Resolution has been duly adopted by the Issuer and constitutes a valid and
binding obligation of the Issuer and is enforceable. in accordance with its terms.
ORL#508800.0 I
2
3. The Series 1999 Bon~s have been duly authorized, executed and delivered by the
Issuer and are valid and binding special obligations ofthe Issuer, payable solely from the sources
provided therefor in the Resolution.
4. The interest on the Series 1999 Bonds is excludable from gross income for federal
income tax purposes and is not treated as an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, it should be noted
that for the purpose of computing the alternative minimum tax imposed on corporations (as
defined for federal income tax purposes), such interest is taken into account in determining
adjusted current earnings. The opinions set forth in the immediately preceding sentence are
subject to the condition that the Issuer comply with all requirements of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder (the "Code"), that must be met or
satisfied in order that interest thereon be, or continue to be, excludable from gross income for
federal income tax purposes. The Issuer has covenanted to comply with each such requirement.
Failure of the Issuer to comply with any of such requirements may cause the inclusion of interest
on the Series 1999 Bonds in gross income for federal income tax purposes retroactive to the date
of issuance of the Series 1999 Bonds. Other provisions of the Code may give rise to adverse
federal income tax consequences to particular holders of the Series 1999 Bonds, The scope of
this opinion is limited to the matters addressed above and we express no opinion regarding other
federal tax consequences arising with respect to the Series 1999 Bonds.
5. The Series 1999 Bonds and the interest thereon are exempt from all present
intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
6. The Series 1999 Bonds are "qualified tax-exempt obligations" within the meaning
of Section 265(b)(3) of the Code. In rendering this opinion we have relied on certain
representations of the Issuer made of even date herewith.
In rendering the opinions set forth above, we are relying upon the mathematical accuracy
of certain computations included in schedules provided by Hanifen, Imhoff Inc., relating to
computations of projected receipts of principal and interest on the obligations of the United
States of America deposited in the Escrow Fund and the adequacy of such projected receipts to
pay the principal of, redemption premium and interest on the Prior Bonds, and (b) the
verification of the mathematical accuracy of such computations by McGladrey & Dullen,
certified public accountants.
It is to be understood that the rights of the owners of the Series 1999 Bonds and the
~nforceability of the Series 1999 Bonds and the Resolution may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and
laws and equitable principles that may affect remedies or injunctive or other equitable relief, and
to the exercise of judicial discretion in appropriate cases,
ORL#508800.01
3
Our opinions expressed herein are predicated upon present law, (and interpretations
thereot) facts and circumstances, and we assume no affirmative obligation to update the opinions
expressed herein if such laws (and interpretations thereot), facts or circumstances change after
the date hereof.
ORL#508800.0 I
.
Very truly yours,
. CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P:A.' ,
4
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and delivered
by THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), in connection with the issuance of its
$ Public Improvement and Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds").
WITNESSETH:
WHEREAS, the Series 1999 Bonds are being issued pursuant to Resolution No. 615 adopted by
the City Commission of the City on May I, 1989 as amended and supplemented and particularly as
supplemented by Resolution No. _ adopted by the City Commission of the City on June 14, 1999
(collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the City;
and
WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated herein
by this reference. All capitalized terms riot otherwise defined herein shall have the meaning ascribed
thereto in the Resolution. .
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Series 1999 Bonds
(including persons holding Series 1999 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Series 1999 Bonds for federal income tax
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which the
New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and
Exchange Commission under the authority of the Securities Exchange Act of 1934, as the same
may be amended or officially interpreted by the Securities and Exchange Commission from time
to time.
ORL#508798.01
1
"Fiscal Year" shall mean the period commencing on October 1 and ending on September
30 of the next succeeding year, or such other period of time provided by applicable law.
"Listed Ev~nts" shall mean any of the events listed in Section 5 hereof.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for' purposes of the Disclosure Rule. Currently, the following are
National Repositories:
(A) Bloomberg Municipal Repository .
1 00 Business Park Drive
Skillman, New Jersey 08558
Phone: 609/279-3225
Fax: 609/279-5962
.Email: munis@bloomberg.com
(B) Thomson NRMSIR
Attn: Municipal Disclosure.
395 Hudson Street, 3rd Floor
New York; New York 10014
Phone: 212/807-5001 or 800/689-8466
Fax: 212/989-2078
Email: Disclosure@muller.com
(C) Kenny Information Systems, Inc.
65 Broadway, 16th Floor
New York, New York 10006
Phone: 212/770-4568
Fax: 212/770-0222 or 770-0223
Web: http://www.jjkenny.com
(D) DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: 201/346-0701
Fax: 201/947':'0107
Email: NRMSIR@dpcdata.com
A list of names and addresses of all designated Nationally Recognized Municipal
Securities Information Repositories as of any point in time is availabl.e by calling the SEC's FAX
On Demand Service at (202) 942-8088 from a telecopier machine '-and requesting document
number 0206-.
"ObligatedPerson(s)" shall mean, with respect to the Series 1999 Bonds,those person(s),
other than the bond insurer for the S'eries 1999 Bonds (the "Bond Insurer"), who either,generally
or through an enterprise fund or account of such persons are committed by contract' or other
20RL#508798.0 I
2
arrangement to support payment of all or a part of the obligations on such Series 1999 Bonds,
which person(s) shall include the City, and who are identified as such herein. ,
"Participating Underwriter" shall mean the original underwriter of the Series 1999 Bonds
that is required to comply with the Disclosure Rule in connection with the offering of such Series
1999 Bonds,
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity designated by the
State of Florida as a state repository for the purpose of the Disclo.sure Rule and recognized as such
by the Securities and Exchange Commission. As of this date, no such designation has been made
by the State of Florida. .
3. Provision of Anhual Reports.
(a) Not later than March 31 of each year commencing March 31, 2000, the City shall
provide an Annual Report consistent with the requirements of Section 4 below to each Repository
and to the Bond Insurer. The Annual Report will also be made available by the City to each
Holder of Series 1999 Bonds who makes a written request for such information, upon payment of
a reasonable charge therefor. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may incorporate by reference other information as
provided in Section 4 below; provided that the City's annual audited financial statements (the
"Audit") may be submitted separately from the balance of the Annual Report. lfthe City's Fiscal
Year changes, the City shall give notice of such change in the same manner as for a Listed Event
under Section 5.
(b) If the City is unable to provide to the Repositories an Annual Report (other than
the Audit) by the date required in subsection (a), the 'City shall send a notice to (i) each National
Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in
substantially the form attached as Exhibit "A". .
(c) The City shall: (i) determine each year prior to the date for providing the Annual
Report the name and address of each National Repository and the State Repository, if any; and (ii)
file a report with the Paying Agent for the Series 1999 Bonds certifying that the Annual Report
has been provided pursuant to the requirements hereof, stating the date it was provided and listing
each Repository to which it was provided, and send a copy of such report to the Bond Insurer.
4. Contents of Annual Report. The Annual Report shall contain or incorporate by reference
the following:
(a) the Audit for the immediately preceding Fiscal Year, prepared in accordance with
generally accepted accounting principles applicable to operations of the City, as same may be
modified from time to time by Florida statutory requirements and the governmental accounting
standards promulgated by the Government Accounting Standards Board; and
30RL#508798.01
3
(b) an update for the most recent fiscal year of the financial information and operating
data contained in the final offering statement prepared in connection with the sale and issuance of
the Series 1999 Bonds (the "Offering Statement") under the following caption:
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 1999 BONDS AND THE PARITY BONDS
The City shall also provide a description of any additional series of Bonds which are
issued under the Resolution and a description of any material litigation which would have been
disclosed in the Offering Statement if such litigation had occurred and been ongoing at the time
the Offering Statement is dated.
The City reserves the right. to modify from time to time the specific types of
information provided or the format of the presentation of such information, to the extent necessary
or appropriate in the judgment of the City; provided, however, that the City agrees that any such
modification will be accomplished in a manner consistent with the Disclosure Rule. Any or all of
the foregoing items may be incorporated by specific reference to other documents, including
Offering Statements of debt issues or audited fmancial statements (including the Audit) of the
City or related public entities, which have previously been submitted to each Repository, the
Municipal Securities Rulemaking Board or to the Securities and Exchange Commission. If the
document incorporated by reference is a final Offering Statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify each such other
document so incorporated by reference.
If the City's Audit is not available by the time the Annual Report is required to be
filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the final Official Statement, and the audited
financial statements shall be filed in the same manner as the Annual Report when they become
available.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be
given, notice of the occurrence of any of the following Listed Events with respect to the Series
1999 Bonds, ifmaterial:
(i)
1999 Bonds;
Delinquency 'in payment when due of principal or interest on the Series
(ii)
Non-payment related defaults;
(iii)
Amendment to the Res<?lution modifying the rights of the Holders of the
Series 1999 Bonds;
(iv)
Optional, contingent or unscheduled prepayment of the Series 1999 Bonds;
40RL#508798.01
4
(v) Defeasance of the Series 1999 Bonds or any portion thereof;
(vi) Any change in any rating of the Series 1999 Bonds;
(vii) Adverse tax opinions or events adversely affecting the tax-exempt status of
the interest on the Series 1999 Bonds;
(viii) Any unscheduled draw on any reserve account for the Series 1999 Bonds
reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the Bond Insurer
reflecting financial difficulties;
(x) Any substitution of the Bond Insurer or any failure of the Bond Insurer to
perform on its insurance policy; and
(xi) the release, substitution, or sale of any property securing repayment of the
Series 1999 Bonds or any portion thereof;
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City
shall, as soon as possible, determine if such event would be material under applicable federal
securities laws.
(c) If the City has determined that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the City shall promptly report the
occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under applicable
federal securities laws, the City shall file' a notice of such occurrence with the Municipal
Securities Rulemaking Board or each National Repository and the State Repository, and send a
copy thereof to the Bond Insurer. Notwithstanding the foregoing, any event under clauses (i),
(vi), (vii), (viii), (ix) or (x) shall always be deemed to be material. Each such notice shall be
captioned "Material Event Notice" and shall prominently state the date; title and CUSIP numbers
of the Series 1999 Bonds to which it relates. 'Notwithstanding the foregoing, notice of the
occurrence of a Listed Event described in clauses (iv) or (v) of subsection (a) above need not be
given under this subsection any earlier than the notice (if any) of the underlying event is given to
Holders ~f affected Series 1999 Bonds pursuant to the Resolution.
6. Termination of Reporting Obligations. The obligations of the City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series 1999
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule by
legislative, judicial or administrative action. If such termination occurs prior to the final maturity of the
Series 1999 Bonds, the City shall give notice of such termination in the same manner as for a Listed
Event under Section 5( d).
50RL#508798.01
5
7. Dissemination Agent. The City may, from time to time, appoint or engage a dissemination
agent to assist it in carrying out its obligations hereunder (the "Dissemination Agent") and may discharge
any such Dissemination Agent with or without appointing a successor Dissemination Agent.
8.
the City.
Obligated Persons. The Obligated PersQn with respect to the Series 1999 Bonds shall be
9. Default In. the event of a failure of the City or the Dissemination Agent to comply with
any provision of this Certificate, any Holder or Beneficial Owner of OutstandiIlg Series 1999 Bonds may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by COJlrt order, to cause the City or the Dissemin~tion Agent, as the case may be, to comply
with its obligations under this Certificate. Notwithstanding any other provision of the Resolution to the
contrary, failure of the City or the Dissemination Agent to comply with the requirements of this
Certificate shall not be considered an event of default under the Resolution, and. the sole remedy under
this Certificate in the event of any failure of the City or Dissemination Agent to comply with the
provisions of this Certificate shall be an action to compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the
Dissemination Agent may amend the provisions of this Certificate without consent of the Holders of
Series 1999 Bonds and any. provision of this Certificate may be waived provided the undertaking, as
amended or taking into account such waiver,. would, in the opinion of nationally recogpized bond
counsel, have complied with the requirements of the Disclosure Rule at the time of the original issuance
of the Series 1999 Bonds, after taking into account any amendments or interpretations of the Disclosure
Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall describe
such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of
the reason for the amendment or waiver and its impact on the type (or, in the case of a change of
accounting principles, on the presentation) of financial information or operating data being presented by
the City. In addition, if the amendment relates to the accounting piinciples to be followed in preparing
financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event
under Section 5(d); and (ii) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles.
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this Certificate or any
other means of communication, or including any other information in any Annual Report or notice of
occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses
to include any information in an Annual Report or notice of occurrence of a Listed Event in addition to
that which is specifically required by this Certificate, the City shall have no obligation to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Certificate and the City indemnifies and
60RL#508798.01
6
saves hannless the Dissemination Agent, its officers, directors, employees and agents, from and against
any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorney fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or
willful misconduct. The obligations of the City under this section shall survive resignation or removal of
the Dissemination Agent and payment of the Series 1999 Bonds.
13. Purpose of this Certificate. This Certificate constitutes the written undertaking for the
benefit of the Holders and Beneficial Owners of the Series 1999 Bonds required by Section (b)( 5)(i) of
the Disclosure Rule.
14. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time
to time of the Se'ries 1999 Bonds and shall create no rights in any other person or entity..
15. Governing Law. This Certificate shall be governed by the laws of the State of Florida and
Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the _ day of
July, 1999.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
70RL#S08798.01
7
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name ofIssuer:
City of Winter Springs, Florida
Name of Bond Issue:
Improvement Refunding Revenue
Bonds, Series 1999 (the "Series 1999
Bonds".)
Date of Issuance:
. NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with
respect to the above-named Bonds as' required by Sections 3 and 4(b) of the Continuing
Disclosure Certificate. The City anticipates that the Annual Report will be filed by
Dated:
.
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
80RL#508798.0 I
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APPENDIX G
TABLE OF ACCRETED VALVES
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