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HomeMy WebLinkAboutResolution 448 Improvement Revenue Bonds RESOLUTION NUMBER 448 WAS ADOPTED MAY 22, 1984, HOWEVER, IT WAS NOT SIGNED t -H~yr A RESOLUTION AMENDING A RESOLUTION RELATING TO THE ISSUANCE OF NOT EXCEEDING $3,900,000 IMPROVEMENT REVENUE BONDS, SERIES 1984, OF THE CITY OF WINTER SPRINGS, FLORIDA; AMENDING THE RBSOLUTION OF THE CITY AUTHORIZING SUCH BONDS IN VARIOUS RESPECTS; AWARDING $3,505,000 PRINCIPAL AMOUNT OF THE BONDS; FIXING THE MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS WITH RESPECT TO THE BONDS; APPROVING A PURCHASE CONTRACT AND CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH; AUTHORIZING USE OF THE OFFICIAL STATEMENT; DESIGNATING THE PAYING AGENT IN CONNECTION WITH THE BONDS; LIMITING IN CERTAIN RESPECTS ANY ADDITIONAL INSTALLMENTS OF THE BONDS; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), AS FOLLOWS: SECTION 1. Resolution Number 438, duly adopted by the City on January 10, 1984, as amended and supplemented by Resolution No. 443, duly adopted by the City on May 8, 1984, relating to the issuance of not exceeding $3,900,000 Improvement Revenue Bonds, is hereby amended in its entirety to read as follows: "A RESOLUTION PROVIDING FOR THE ACQUISITION, CONSTRUC- TION AND ERECTION OF MUNICIPAL IMPROVEMENTS FOR THE CITY OF WINTER SPRINGS, FLORIDA; A UTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $3,900,000 IMPROVEMENT REVENUE BONDS, SERIES 1984 TO FINANCE A P ART OF THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Winter Springs, Florida (the "City"), pursuant to Resolution No. 251, duly adopted by the City Council of the City on February 27, 1979 (the "Original Resolution"), authorized the City's Improvement Revenue Bonds, Series 1979 (the "Parity Bonds"); and WHEREAS, the City desires to issue additional bonds payable on a parity with, and subject to the same terms, limitations and conditions as the Parity Bonds, all in the manner hereinafter set forth; NOW THEREFORE BE IT RESOLVED BY THE PEOPLE OF THE CITY OF WINTER SPRINGS, FLORIDA, as follows: ARTICLE I GENERAL Section 1.01. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Chapter 72-718, Laws of Florida, Special Acts of 1972, as amended and supplemented being the Charter of the City of Winter Springs, Chapter 166, Part IT, Florida Statutes, and other applicable provisions of law, and pursuant to Article IV Section 18 of the Original Resolution, and is supplemental to said Original Resolution. LKL-05/03/84-627 A-1567 Rev.05/07/84 Rev.05/17/84 -1- I~L ~a~~- ~ ';yu~ ~ RESOLUTION NO. 448 A RESOLUTION AMENDING A RESOLUTION RELATING TO THE ISSUANCE OF NOT EXCEEDING $3,900,000 IMPROVEMENT REVENUE BONDS, SERIES 1984, OF THE CITY OF WINTER SPRINGS, FLORIDA; AMENDING THE RESOLUTION OF THE CITY AUTHORIZING SUCH BONDS IN VARIOUS RESPECTS; AWARDING $3,505,000 PRINCIPAL AMOUNT OF THE BONDS; FIXING THE MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS WITH RESPECT TO THE BONDS; APPROVING A PURCHASE CONTRACT AND CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH; AUTHORIZING USE OF THE OFFICIAL STATEMENT; DESIGNATING THE PAYING AGENT IN CONNECTION WITH THE BONDS; LIMITING IN CERTAIN RESPECTS ANY ADDmONAL INSTALLMENTS OF THE BONDS; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), AS FOLLOWS: SECTION 1. Resolution Number 438, duly adopted by the City on January 10, 1984, as amended and supplemented by Resolution No. 443. dulv adooted bv the City on Mav 8, 1984, relating to the issuance of not exceeding $3,900,000 Improvement ( Revenue Bonds, is hereby amended in its entirety to read as follows: "A RESOLUTION PROVIDING FOR THE ACQUlSmON, CONSTRUC- TION AND ERECTION OF MUNICIPAL IMPROVEMENTS FOR THE CITY OF WINTER SPRINGS, FLORIDA; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $3,900,000 IMPROVEMENT REVENUE BONDS, SERIES 1984 TO FINANCE A P ART OF THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Winter Springs, Florida (the "City"), pursuant to Resolution No. 251, duly adopted by the City Council of the City on February 27, 1979 (the "Original Resolution"), authorized the City's Improvement Revenue Bonds, Series 1979 (the "Parity Bonds"); and WHEREAS, the City desires to issue additional bonds payable on a parity with, and subject to the same terms, limitations and conditions as the Parity Bonds, all in the manner hereinafter set forth; NOW THEREFORE BE IT RESOLVED BY THE PEOPLE OF THE CITY OF WINTER SPRINGs, FLORIDA, as follows: ARTICLE I GENERAL Section 1.01. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Chapter 72-718, Laws of Florida, Special Acts of 1972, as amended and supplemented being the Charter of the City of Winter Springs, Chapter 166, Part TI, Florida Statutes, and other applicable provisions of law, and pursuant to Article IV Section 18 of the Original Resolution, and is supplemental to said Original Resolution. LKL-05/03/84-627 A-1567 Rev.05/07/84 .Rev.05/17/84 -1- Capitalized terms used in this Resolution shall have the same meanings assigned to them in the Original Resolution unless otherwise specified herein. Section 1.02. Findings. It is hereby found and determined that: (A) It is necessary and desirable and in the interests of the health, welfare and safety of the citizens and inhabitants of the City that land be acquired and a municipal complex constructed thereon, such complex comprising a building and/or buildings housing administrative offices and the police department, together with improvement and paving of certain streets of the City, particularly Moss Road, including other purposes necessary, incidental or appurtenant thereto (herein called "Municipal Improvements"). The Municipal Improvements described above shall be constructed and under- taken in accordance with plans and specifications therefor prepared by the consulting engineers, at an estimated cost of not exceeding $3,900,000, which shall be paid with the proceeds of the sale of the Bonds herein authorized (the "1984 Bonds"). The cost of the construction of said Municipal Improvements 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, if any, bond discount, if any, bond insurance, 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 Municipal Improvements authorized by this Resolution and the placing of same in opera tion. (B) Pursuant to authority contained in Section 166.231, Florida Statutes, and other applicable provisions of law, the City of Winter Springs did, under date of October 24, 1977, enact an ordinance levying a tax (hereinafter called "Public Service Tax"), on each and every sale of electricity, metered or bottled gas, water, local telegraph and telephone service within the corporate limits of the City, and it is deemed necessary and desirable to pledge the proceeds of the Public Service Tax to the payment of the principal of and interest on the Bonds to be issued pursuant to this Resolution. (C) Pursuant to its Charter and other applicable provisions of law, the City of Winter Springs did, under date of May 3, 1971, as the Village of North Orlando (predecessor to said City of Winter Springs), enact an ordinance by which the city granted to the Florida Power Corporation, for a period of thirty years from July 1, 1971, a LKL-{)5/01/84~27 A-1567 -2- franchise to construct, maintain and operate electric light and power facilities for the purpose of supplying electricity to the City and its inhabitants. In consideration of the granting of said franchise and pursuant to said ordinance, said Florida Power Corporation, its legal representatives, successors and assigns, is required to pay annually to said City, and the City has the power to levy and collect, an amount which added to the amount of all taxes, licenses and other impositions levied or imposed by the City on the Corporation for the preceding tax year, will equal six percent (6%) of the revenues of said Florida Power Corporation from the sale of electric energy in the City (hereinafter referred to as "Franchise Fees"); that is deemed necessary and desirable to pledge the proceeds of the Franchise Fees available for such purpose to the payment of the principal of and interest on the Bonds to be issued pursuant to this Resolution. (D) The Public Service Tax and Franchise Fees (hereinafter collectively called "Excise Taxes") will be sufficient to pay, as the same shall become due and payable, the principal of and interest on the 1984 Bonds and the principal of and interest on the Parity Bonds. (E) The City is not in default in the performance of any of its covenants or obligations under the Original Resolution, and all payments required as of this date to be made to the funds and accounts established under the Original Resolution have been made to the full extent required. (F) The City is authorized to issue the 1984 Bonds as additional parity obligations within the authorization contained in Article IV, Section 18 of the Original Resolution, and all provisions for the issuance of Additional Parity Bonds under said Article IV Section 18 have been met. The 1984 Bonds shall be issued on the same terms and conditions as the Parity Bonds and shall be on a parity and rank equally, as to lien on and source and security for payment solely from Excise Taxes. (G) This instrument is declared to be and shall constitute a contract between the City and all of the holders of the 1984 Bonds; and the covenants and agreements herein set forth to be performed by the City are and shall be for the equal benefit, protection and security of all of the legal holders of any and all of the 1984 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the 1984 Bonds over any other. (H) The 1984 Bonds do not constitute a general obligation of the City within the meaning of any Constitutional, statutory or charter provisions or limitations. The holders of the 1984 Bonds shall never have the right to require or compel the exercise of LKI.rll5/01/84-627 A-1567 -3- the ad valorem taxing power of the City or the taxation of real estate of said City, for the payment of principal of and interest on any 1984 Bond or the making of any sinking fund, reserve or other payments provided for in this Resolution. The holders of the 1984 Bonds shall not be entitled to payment of said Bonds from any funds of the City other than the Excise Taxes, as provided in this Resolution. The 1984 Bonds and the obligation evidenced thereby 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 this Resolution. Section 1.03. Project Authorized. The City is hereby authorized to con- struct the Project as defined in Section 1.02 (A) above. LKL-05/01/84-627 A-1567 -4- ARTICLE n AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 1984 BONDS Section 2.01. Authorization of 1984 Bonds. Subject and pursuant to the provisions of this Resolution, obligations of the City to be known as "Improvement Revenue Bonds, Series 1984" (the "1984 Bonds") are hereby authorized to be issued in an aggregate principal amount not exceeding $3,900,000 for the purpose of providing funds to pay a part of the cost of the Project. Section 2.02. Description of 1984 Bonds. The 1984 Bonds shall be dated as of May 1, 1984; shall be numbered consecutively, from one upward; shall be in the denomination of $5000 each or integral multiples thereof; shall bear interest at such rates not exceeding the legal rate per annum, payable on October 1, 1984 and semiannually thereafter on April 1 and October 1 of each year; and shall be in the denominations, be numbered and mature on April 1 of each year; as the City shall hereafter by resolution designate. Each 1984 Bond shall bear interest from the date of its original issuance, May 1, 1984. The 1984 Bonds shall be in fully registered form, shall be payable with respect to principal at the corporate trust office of the paying agent hereafter named; and shall be payable in lawful money of the United States of America payable in accordance with and pursuant to the terms of this Resolution and the 1984 Bonds. Interest on the 1984 Bonds shall be payable by draft or check mailed to the person in whose name such Bond is registered, at his address as it appears on the Bond Register, at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date (the "Record Date") irrespective of any transfer of this Bond subsequent to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of defaulted interest as established by notice mailed by the Registrar to the Registered Holder of the Bond not less than fifteen days preceding such special record date. Such notice shall be mailed to the person in whose name such Bond is registered at the close of business on the fifth (5th) day preceding the date of mailing. All amounts due hereunder shall be payable in any coin or currency of the United States, which is, at the time of payment, legal tender for the payment of public and private debts. If the date for payment of the principal of, premium, if any, or interest on any 1984 Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions LKL-05/17 /84-627 A-1567 -5- t~ sJ~~/rf" ~ /n.~ ARTICLE n AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 1984 BONDS Section 2.01. Authorization of 1984 Bonds. Subject and pursuant to the provisions of this Resolution, obligations of the City to be known as "Improvement Revenue Bonds, Series 1984" (the "1984 Bonds") are hereby authorized to be issued in an aggregate principal amount not exceeding $3,900,000 for the purpose of providing funds to pay a part of the cost of the Project. Section 2.02. Description of 1984 Bonds. The 1984 Bonds shall be dated as of May 1, 1984; shall be numbered consecutively, from one upward; shall be in the denomination of $5000 each or integral multiples thereof; shall bear interest at such rates not exceeding the legal rate per annum, payable on October 1, 1984 and semiannually thereafter on April 1 and October 1 of each year; and shall be in the denominations, be numbered and mature on April 1 of each year; as the City shall hereafter by resolution designate. Each 1984 Bond shall bear interest from the date of i~riginal issuance, May 1, 1984. The 1984 Bonds shall be in fully registered form, shall be payable with respect to principal at the corporate trust office of the paying agent hereafter named; and shall be payable in lawful money of the United States of America payable in accordance with and pursuant to the terms of this Resolution and the 1984 Bonds. Interest on the 1984 Bonds shall be payable by draft or check mailed to the person in whose name such Bond is registered, at his address as it appears on the Bond Register, at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date (the "Record Date") irrespective of any transfer of this Bond subsequent to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of defaulted interest as established by notice mailed by the Registrar to the Registered Holder of the Bond not less than fifteen days preceding such special record date. Such notice shall be mailed to the person in whose name such Bond is registered at the close of business on the fifth (5th) day preceding the date of mailing. All amounts due hereunder shall be payable in any coin or currency of the United States, which is, at the time of payment, legal tender for the payment of public and private debts. If the date for payment of the principal of, premium, if any, or interest on any 1984 Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions LKL-05/17 /84-627 A-1567 -5- in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Section 2.03. Negotiability. Subject to the provisions hereof regarding registration and transfer, the 1984 Bonds shall be and shall have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida, and each successive holder, in accepting any of the 1984 Bonds shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the Uniform Com mercial Code -Investment Securities of the State of Florida. Section 2.04. Registration, Ex~e and Transfer. There shall be a Bond Registrar for the 1984 Bonds which shall be a bank or trust company located within or without the State of Florida. The Bond Registrar shall maintain the registration books of the City and be responsible for the transfer and exchange of the 1984 Bonds. The City shall, prior to the proposed date of delivery of the 1984 Bonds, by resolution designate such bank or trust company to serve as Bond Registrar and Paying Agent. The Bond Registrar shall maintain the books for the registration of the transfer and exchange of the Bonds in compliance with the Florida Registered Public Obligations Act and the system of registration as established by the City pursuant thereto. 1984 Bonds may be transferred upon the registration books, upon delivery to the Registrar, together with written instructions as to the details of the transfer of such 1984 Bonds, the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employee identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any 1984 Bond shall be effective until entered on the registration books maintained by the Bond Registrar. Upon surrender for transfer or exchange of any 1984 Bond, the City shall execute and the Bond Registrar shall authenticate and deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered 1984 Bond or 1984 Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this LKL-05/01/84-627 A-1567 -6- Resolution. The City or the Bond Registrar may charge the owner of such 1984 Bond for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new Bond shall be delivered. All 1984 Bonds delivered upon transfer or exchange shall bear interest from such date that neither gain nor loss in interest shall result from the transfer or exchange. All 1984 Bonds presented for transfer, exchange, redemption or payment (if so required by the City), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satis- factory to the City, duly executed by the registered holder or by his duly authorized attorney. New 1984 Bonds delivered upon any transfer or exchange shall be valid limited obligations, evidencing the same debt as the 1984 Bonds surrendered, shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof to the same extent as the 1984 Bonds surrendered. The person in whose name is registered any 1984 Bond may be deemed the owner thereof by the City, and any notice to the contrary shall not be binding upon the City. Section 2.05. Provisions for Redemption. 1984 Bonds shall be subject to mandatory and optional redemption prior to their respective stated dates of maturity as described in the Official Statement referred to in Section 3 of the Resolution awarding the 1984 Bonds. 1984 Bonds in denominations greater than $5,000 shall be deemed to be an equivalent number of 1984 Bonds of the denomination of $5,000. In the event a 1984 Bond is of a denomination greater than $5,000, a portion of such may be redeemed, but 1984 Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. In the event any of the 1984 Bonds or portions thereof are called for redemption as aforesaid, notice thereof identifying the 1984 Bonds or portions thereof to be redeemed will be given by the Registrar (who shall be the Paying Agent for the 1984 Bonds, or such other person, firm or corporation as may from time to time be designated by the City as the Registrar for the 1984 Bonds) by mailing a copy of the redemption notice by first- class mail (postage prepaid) not more than thirty (30) days and not less then fifteen (15) days prior to the date fixed for redemption to the Registered Holder of each 1984 Bond to LKL-05/17 /84-627 A-1567 -7- ~ 61.:Jf(!fCf ~ ~~~ Resolution. The City or the Bond Registrar may charge the owner of such 1984 Bond for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new Bond shall be delivered. All 1984 Bonds delivered upon transfer or exchange shall bear interest from such date that neither gain nor loss in interest shall result from the transfer or exchange. All 1984 Bonds presented for transfer, exchange, redemption or payment (if so required by the City), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satis- factory to the City, duly executed by the registered holder or by his duly authorized attorney. New 1984 Bonds delivered upon any transfer or exchange shall be valid limited obligations, evidencing the same debt as the 1984 Bonds surrendered, shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof to the same extent as the 1984 Bonds surrendered. The person in whose name is registered any 1984 Bond may be deemed the owner thereof by the City, and any notice to the contrary shall not be binding upon the Ci ty. Section 2.05. Provisions for Redemption. 1984 Bonds shall be subject to mandatory and optional redemption prior to their respective stated dates of maturity~s described in the Official Statement referred to in Section 3 of the Resolution awarding the 1984 Bonds. 1984 Bonds in denominations greater than $5,000 shan be deemed to be an equivalent number of 1984 Bonds of the denomination of $5,000. In the event a 1984 Bond is of a denomination greater than $5,000, a portion of such may be redeemed, but 1984 Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. In the event any of the 1984 Bonds or portions thereof are called for redemption as aforesaid, notice thereof identifying the 1984 Bonds or portions thereof to be redeemed will be given by the Registrar (who shall be the Paying Agent for the 1984 Bonds, or such other person, firm or corporation as may from time to time be designated by the City as the Registrar for the 1984 Bonds) by mailing a copy of the redemption notice by first- class mail (postage prepaid) not more than thirty (30) days and not less then fifteen (15) days prior to the date fixed for redemption to the Registered Holder of each 1984 Bond to LKL-<l5/17 /84-627 A-1567 -7- be redeemed in whole or in part at the address shown on the registration books. Failure to give sueh notiee by mailing to any Registered Holder of 1984 Bonds, or any defeet therein, shall not affeet the validity of any proeeeding for the redemption of other 1984 Bonds. All 1984 Bonds so ealled for redemption will eease to bear interest after the speeified redemption date provided funds for their redemption are on deposit at the plaee of payment at that time. Upon surrender of any 1984 Bond for redemption in part only, the City shall issue and deliver to the Registered Holder thereof, the eosts of whieh shall be paid by the Registered Holder, a new 1984 Bond or Bonds of authorized denominations in aggregate prineipal amount equal to the unredeemed portion surrendered. Seetion 2.06. Execution of Bonds. The 1984 Bonds shall be exeeuted in the name of the City by its Mayor, and the eorporate seal of the City or a faesimile thereof shall be impressed thereon, attested and countersigned by its Clerk. The faesimile signature of sueh offieers may be imprinted or reproduced on the Bonds, provided that at least one signa ture required to be plaeed thereon shall be manually subseribed. In ease anyone or more of the offieers who shall have signed or sealed any of the 1984 Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the City before the 1984 Bonds so signed and sealed have been actually sold and delivered, such 1984 Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. The validation certificate endorsed on the 1984 Bonds shall be executed with the manual or facsimile signature of the Mayor. Any 1984 Bond may be signed and sealed on behalf of the City by such person who at the actual time of the execution of such 1984 Bond shall hold the proper office of the City, although at the date of such 1984 Bonds such person may not have held such office or may not have been so authorized. The City may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this instrument, notwithstanding that either or both shall have ceased to hold such office at the time the 1984 Bonds shall be actually sold and delivered. Section 2.07. 1984 Bonds Mutilated, Destroyed, Stolen or Lost. In case any 1984 Bond shall become mutilated, or be destroyed, stolen or lost, the City may in its discretion issue and deliver a new 1984 Bond of like tenor as the 1984 Bond so mutilated, LKL-05/03/84-627 A-1567 -8- destroyed, stolen or lost, in exchange and substitution for such mutilated 1984 Bond, upon surrender and cancellation or such mutilated 1984 Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the owner furnishing the City satisfactory indemnity and complying with such other reasonable regulation and conditions as the City may prescribe and paying such expenses as the City may incur. All 1984 Bonds so surrendered shall be cancelled by the Clerk. If any such Bonds shall have matured or be about to mature, instead or issuing a substitute 1984 Bond the City may pay the same, upon being indemnified as aforesaid, and if such 1984 Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate 1984 Bonds issued pursuant to this section shall constitute original, additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed 1984 Bonds be at any time found by anyone, and such duplicate 1984 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 1984 Bonds issued hereunder. Section 2.08. Form of 1984 Bonds. The text of 1984 Bonds shall be in substantially the following form, with only such ommissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by his execution of the Bonds and the City's delivery of the 1984 Bonds to the purchaser thereof): LKL-OS/01/84-627 A-1S67 -9- No. R- $ (Form of Bond) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF WINTER SPRINGS IMPROVEMENT REVENUE BONDS, SERIFS 1984 Interest Rate Maturity Date Da te of Original Issue Cusip Registered Owner: Principal Amount: Dollars KNOW ALL MEN BY THESE PRESENTS, that the City of Winter Springs, Florida, a municipal corporation created and existing under and by virtue of the laws of the State of Florida (the "City"), for value received, hereby promises to pay on the Maturity Date identified above, to the Registered Owners identified above, or registered assigns, the Principal Amount shown above solely from the revenues hereinafter mentioned, and to pay solely from such revenues, interest on said sum, from the Date of Original Issue, at the Rate of Interest per annum set forth above until payment of such sum, such interest being payable on October 1, 1984 and semiannually thereafter on the first days of April and October in each year. The principal of and premium, if any, on this Bond are payable at Sun Bank, National Association, Orlando, Florida, as Paying Agent, or its successor, in any coin or currency of the United States which at the time of payment is legal tender for the payment of public or private debts. Payment of the interest hereon shall be made to the registered owner hereof by check or draft mailed to such registered owner at his address as it appears on the registration books of Sun Bank, National Association, Orlando, Florida, as Registrar, or at such other address as is timely furnished in writing by such registered owner to the Paying Agent, at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date (the "Record Date") irrespective of any transfer of this Bond subsequent to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of defaulted interest as established by notice mailed by the Registrar to the Registered Holder of the Bond not less than fifteen days preceding such special record date. Such notice shall be mailed to the person in whose name such Bond is registered at the close of business on the fifth (5th) day preceding the date of mailing. LKL-05/07 /84-627 A-1567 -10- This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $3,505,000 of like date, tenor and effect, except as to number, denomination, interest rate (if all Bonds do not bear the same rate of interest) and date of maturity, issued to finance a part of the cost of acquisition of land and the construction thereon of a municipal complex consisting of administration offices and a police station, together with improvement and paving of certain streets of the City, particularly Moss Road, all in the City of Winter Springs, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, particularly Chapter 72-718, Laws of Florida, Special Acts of 1972, as amended and supplemented, Chapter 166, Part n, Florida Statutes, and other provisions of law, and Resolution No. 251, duly adopted by the City on February 27, 1979, as amended and supplemented (the "Original ReSOlution"), and particularly as supplemented by a resolution of the City duly adopted on January 10, 1984, as amended and supplemented (such Original Resolution and resolution are collectively referred to as "Resolution"), and is subject to all the terms and conditions of 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 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 October 24, 1977, and the proceeds of Franchise Fees to be paid for a period of thirty (30) years from July 1, 1971, by the Florida Power Corporation, pursuant to an ordinance enacted by the former Village of North Orlando (predecessor to the City) on May 3, 1971 (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 Bonds of this issue will rank on a parity, equally and ratably, as to lien on and pledge of the Excise Taxes with the City's Improvement Revenue Bonds issued in the original prinCipal amount of $600,000, authorized by Resolution No. 251, duly adopted by the City on February 27, 1979 (herein referred to as the "Parity Bonds"). This Bond does not constitute a general obligation or indebtedness of the City within the meaning of any Constitutional, statutory or charter provisions or limitations. It is expressly agreed by the holder of this Bond, that such holder shall never have the LKL-{)5/07 /84-627 A-1567 -11- right to require or compel the exercise of the ad valorem taxing power of said City, or the taxation of real estate in said City, 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. The holder of this Bond shall not be entitled to payment of such Bond from any funds of the City other than the Excise Taxes, as provided in the Resolution. It is further agreed between the City and the holder of this Bond that this Bond and the obligation evidenced thereby 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 said Resolution. The 1984 Bonds are issued in the form of fully registered bonds without coupons in denominations of $5000 or any integral multiple of $5000. Subject to the limitations and upon payment of the charges provided in the Resolution, 1984 Bonds may be exchanged for a like aggregate principal amount of 1984 Bonds of the same maturity of other authorized denominations. This 1984 Bond is transferable by the Registered Holder hereof in person or by his attorney duly authorized in writing, at the above-mentioned office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this 1984 Bond. Upon such transfer a new 1984 Bond or 1984 Bonds of the same maturity and rate of interest, and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor at the earliest practicable time in accordance with the provisions of the Resolution. 1984 Bonds may be transferred upon the registration books upon delivery to the Registrar of the 1984 Bonds, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the Registered Holder of the Bonds to be transferred or his attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name 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. The City or the Registrar may charge the Registered Holder of such Bond for every such transfer of a Bond an amount sufficient to reimburse them for their reasonable fees and any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new 1984 Bond shall be delivered. LKL-05/01/84-627 A-1567 -12- 'The City may deem and treat the Registered Holder hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the City shall not be affected by any notice to the contrary. (Insert Redemption Provisions) In the event any of the 1984 Bonds or portions thereof are called for redemption, as aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be given by the Registrar (who shall be the Paying Agent for the 1984 Bonds, or such other person, firm or corporation as may from time to time be designated by the City as the Registrar for the 1984 Bonds) by mailing a copy of the redemption notice by first-class mail (postage prepaid) not more than thirty (30) days and not less then fifteen (15) days prior to the date fixed for redemption to the Registered Holder of each Bond to be redeemed in whole or in part at the address shown on the registration books. Failure to give such notice by mailing to any Registered Holder of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All 1984 Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Upon surrender of any 1984 Bond for redemption in part only, the City shall issue and deliver to the Registered Holder thereof, the costs of which shall be paid by the Registered Holder, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. 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 this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional, statutory or charter limitations or provisions. LKL-05/01/84-627 A-1567 -13- I This Bond shall have such attributes of negotiability as are provided for under the Uniform Commerical Code - Investment Securities of the State of Florida. IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Bond and has caused the same to be executed in its name and on its behalf by its Mayor and its corporate seal to be impressed hereon, and attested and countersigned by Its Clerk, all as of , 19 _. CITY OF WINTER SPRINGS, FLORIDA Mayor (SEAL) ATTESTED AND COUNTERSIGNED: Clerk VALIDATION STATEMENT .. This Bond is one of a series of Bonds which has been validated by judgment of the Circuit Court for Seminole County, Florida rendered on March 26, 1984. Mayor LKL-05/07 /84-627 A-1567 -14- PROVISION FOR ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (insert social security or taxpayer identification number of Transferee) (the "Transferee") , as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Da ted Signa ture Guaranteed Date of Authentication: CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This Bond is one of the issue of the within described Bonds. The Rate of Interest, Maturity Date, Registered Holder and Principal Amount shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Holder, in the Bond Register maintained at the office of the undersigned. By Authorized Signature LKL-OS/Ol/84-627 A-1567 -15- ARTICLE m COVENANTS, SPECIAL FUNDS AND APPLlCA nON THEREOF Section 3.01. 1984 Bonds Not to be Indebtedness of City. The 1984 Bonds shall not be or constitute general obligations or indebtedness of the City within the meaning of any Constitutional, statutory or charter provisions or limitations, but shall be payable solely from and secured by a lien upon and pledge of the Excise Taxes, as herein provided. No owner or holder of any 1984 Bond issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or the taxation of real estate in said City, to pay such 1984 Bond or the interest thereon, or to make any sinking fund, reserve or other payment provided by this Resolution. The holders of the 1984 Bonds shall not be entitled to payment of such 1984 Bonds from any funds of the City other than the Excise Taxes, as provided in this Resolution. The obligation evidenced by the 1984 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 herein. Section 3.02. Security for 1984 Bonds. The payment of the debt service of all of the 1984 Bonds issued hereunder shall be secured forthwith equally and ratably by a pledge of and a lien upon the Excise Taxes collected by the City, such lien to be on a parity with the pledge of and lien upon the Excise Taxes pledged for the Parity Bonds. The City does hereby irrevocably pledge such funds to the payment of the principal of and interest on the 1984 Bonds and to the payment into the Sinking Fund at the times provided of the sums required to secure to the holders of the 1984 Bonds issued hereunder the payment of the principal of and interest thereon at the respective maturities of the 1984 Bonds so held by them. Section 3.03. Application of 1984 Bonds Proceeds. All moneys received from the sale of the 1984 Bonds to be issued under the provisions of this Resolution shall be disbursed and applied as hereinafter provided. (A) Accrued interest and capitalized interest, if any, received upon the delivery of the 1984 Bonds shall be deposited in the Sinking Fund. (B) Costs of issuance of the 1984 Bonds shall be deposited into a special account of the Construction Fund referred to below and used for paying costs of issuing the 1984 Bonds. (C) An amount equal to the largest amount of principal and interest which will mature and become due in any ensuing fiscal year on the 1984 Bonds shall be deposited into the Reserve Account in the Sinking Fund. LKL-05/07 /84-627 A-1567 -16- (D) The balance of the proceeds of sale of the Bonds shall be deposited by the City in a special fund in a bank or trust company and designated the "Construction Fund", and shall only be used for and applied by the City solely to the payment of the cost of the Municipal Improvements, as provided in this Resolution, and for no other purpose. If for any reason the moneys in said Construction Fund, or any part thereof, are not necessary for, or are not applied to the purposes provided in this Resolution, then such unapplied proceeds shall be deposited by the City, upon certification by the consulting engineers that the Municipal Improvements have been completed and that such surplus . proceeds are not needed for the payment of the cost thereof, to pay the cost of other paving and drainage improvements or, in the discretion of the City, may be deposited into the Sinking Fund, held therein and used solely for the purpose of said Fund. The holders of the 1984 Bonds shall have no responsibility for the use of, nor have any lien upon, such moneys, but shall have a lien only upon the Excise Taxes, as herein provided. Such proceeds of sale of the 1984 Bonds, pending their use in the manner in this Resolution provided, may be temporarily invested by the City in direct obligations of the United States of America or in bank Certificates of Deposit maturing not later than the dates upon which such moneys will be needed. The income from such investments shall remain in said Construction Fund and shall be considered trust or escrow funds. I I !, The City's share of any liquidated damages or other moneys paid by defaulting contractors or their sureties, and all proceeds of insurance compensating for damages to the Project during the period of construction, shall be deposited in the Construction Account to assure completion of the Project. When the Construction of the Project has been completed and all construction costs have been paid in full, all funds remaining in the Construction Account shall be deposited in the Sinking Fund, and the Construction Account shall be closed. Section 3.04. Disposition of Excise Taxes; Bond Amortization Aeeount. (a) On a parity with the deposits made under Section 14(b) of the Original Resolution and Section 3.05 hereof, the City shall on or before the fifteenth day of each month commencing in the month immediately following the delivery of the 1984 Bonds deposit from moneys in the Public Service Tax Fund into the "Bond Amortization Account" herein created and established within the Sinking Fund, if and to the extent required, a sum equal to one-twelfth (1/12) of the amount of the Amortization Installment (hereinafter defined) for Term Bonds which shall become due and payable during the current Bond Year, plus one-twelfth of the premium, if any, on a principal amount of such Term Bonds equal to the amount of such Amortization Installment which would be payable on the next principal maturity date, if such principal amount of Term Bonds were to be redeemed prior to their T ,1(T ....n51n7/84~27 A-1567 -17- , maturity from moneys held in the Bond Amortization Account. "Amortization Install- ments" with respect to any Term Bonds of a series, shall mean an amount so designated which is established for the Term Bonds of such series, provided that en each such installment shall be deemed to be due on such interest or principal maturity date of each applicable year as is fixed by resolution of the City and shall be a multiple of $5,000, and (ii) the aggregate of such installments for such series shall equal the a!;gregate principal amount of Term Bonds of such series authenticated and delivered on original issuance. "Term Bonds" shall mean the Bonds of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account. (b) On a parity with the deposits made under Section 15(a} of the Original Resolution and Section 3.05 hereof, the City shall, on or before the fifteenth (15th) day of August in each myear while any of the Bonds shall remain outstanding and unpaid, deposit from moneys on deposit in the Electric Franchise Fee Fund, into the Bond Amortization Account, if and to the extent required, such amount which, together with the amounts theretofore deposited therein from the Public Service Tax Fund, will equal the Amortization Installment for Term Bonds which shall become due and payable during the current Bond Year, plus the premium, if any, on a principal amount of such Term Bonds equal to the amount of the Amortization Installment which would be payable on the next principal maturity date, if such principal amount of Term Bonds were to be redeemed prior to their maturity from moneys held in the Bond Amortization Account. (c) Moneys held for the credit of the Bond Amortization Account shall be applied to the retirement of the Term Bonds as follows: en Subject to the provisions of subparagraph (in below, the City shall endeavor to purchase Term Bonds then outstanding, at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the holders of such Term Bonds if such Term Bonds should be called for redemption on such date from moneys in the Bond Amortization Account. The City shall pay the interest accrued on such Term Bonds to the date of delivery thereof from the Sinking Fund and the purchase price from the Bond Amortization Account, but no such purchase shall be made by the City within the period of forty-five (45) days immediately preceding any interest payment date on which such Term Bonds are subject to call for redemption except from moneys in excess of the amounts set aside or deposited for the redemption of Term Bonds. LKL-05/07 /84-627 A-1567 -18- (ii) Moneys in the Bond Amortization Account shall be applied by the City in each Bond Year to the retirement of the Term Bonds of each lot, installment or series to the extent of the Amortization Installment, if any, for such Bond Year for the Term Bonds of each such lot, installment or series then outstanding, plus the applicable premium if any, and, if the amount available in such Bond Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Bond Year for the Term Bonds of each such lot, installment or series then outstanding, plus the applicable premium, if any; provided, however, that if the Term Bonds of any lot, installment or series shall not then be subject to redemption from moneys in the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust the moneys applicable to the Term Bonds of such lot, installment or series under the provisions of this clause in the purchase of such Term Bonds under the provisions of subparagraph (i) above, such moneys or the balance of such moneys, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the retirement of Term Bonds of such lot, installment or series. Section 3.05. Covenants or the City. So long as any of the principal of, interest on and redemption premiums, if any, with respect to any of the 1984 Bonds shall be outstanding and unpaid, or until provision for payment thereof has been made pursuant to Section 4.04 of this Resolution, or until there shall have been set apart in the Sinking Fund, including the Reserve Account therein, a sum sufficient to pay, when due, the entire principal of the 1984 Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the holders of any and all of the 1984 Bonds issued pursuant to this instrument as follows: The 1984 Bonds shall for all purposes be considered to be additional parity obligations issued under the authority of Article IV Section 18 of the Original Resolution and shall be entitled to all the protection and security provided therein for the Parity Bonds, as respectively issued, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Parity Bonds as to payment from the Excise Taxes therein pledged. The covenants and pledges contained in the Original Resolution shall be applicable to the 1984 Bonds in like manner as applicable to the Parity Bonds. The principal of, interest on and redemption premiums on the 1984 Bonds shall be payable from the Sinking Fund established by the Original Resolution on a parity with the Parity Bonds and payments from the sources set forth in the Original Resolution shall be made into such Sinking Fund by the City in amounts fully sufficient to pay the principal of and interest on the Parity Bonds and the principal and interest on the 1984 Bonds as such LKL-05/07 /84-627 A-1567 -19- principal and interest come due. The Reserve Account established by the Original Resolution shall be applicable pro rata to the 1984 Bonds in the same manner as applicable to the Parity Bonds. The City covenants that it will continue to levy and collect the Excise Taxes, in such amount as will be sufficient to pay all principal and interest on the Parity Bonds and all principal and interest on the 1984 Bonds as such principal and interest come due. The City covenants and agrees that it will take no action which will cause lower Excise Taxes to be levied and collected than would be sufficient to pay all principal and interest on the Parity Bonds and all prinCipal and interest on the 1984 Bonds as the same shall become due. LKL-05/07 /84~27 A-1567 -20- ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01. Modification or Amendment. No material modification or amendment of this instrument or of any instrument amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in principal amount of the 1984 Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such 1984 Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation, or affect the unconditional promise of the City to levy and collect the Excise Taxes, or to pay the principal of and interest on the 1984 Bonds as the same shall become due from the Excise Taxes, or reduce the percentage of such 1984 Bonds the written consent of the holders of which are required by this Section for such modifications or amendments, without the consent of the holders of all such 1984 Bonds. Section 4.02. Creation of Superior Liens. The City covenants that except as provided in the Resolution, it will not issue any other Bonds, certificates or obligations of any kind or nature or create or cause or permit to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon the Excise Taxes ranking prior and superior to or on a parity with the lien created by this Resolution for the benefit of the 1984 Bonds. Section 4.03. Arbitrage. The City at all times while the 1984 Bonds and the interest thereon are outstanding will comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954 and any valid and applicable rules and regulations promulgated thereunder. Section 4.04. Defeasance. If, at any time, the City shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the 1984 Bonds, then, and in that event, the pledge of and lien on the Excise Taxes in favor of the holders of the 1984 Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of United States Government Securities or bank certificates of deposit secured as to principal and interest by United States Government Securities (or deposit of any other securities which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Bondholders, in respect to which such United States Government Securities or certificates of deposit, the principal and interest received will be sufficient to make timely payment LKL-05/07 /84-627 A-1567 -21- of the principal, interest, and redemption premiums, if any, on the outstanding 1984 Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the City to call any of the outstanding 1984 Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the City in determining whether to exercise any such option for early redemption. Section 4.05. Severability of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this Resolution or of the 1984 Bonds 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, 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 and of the 1984 Bonds. Section 4.06. Sale or 1984 Bonds. The 1984 Bonds shall be issued and sold in such mannner and at such price or prices consistent with the provisions of this Resolution, all a t one time or in installments from time to time, as shall be hereafter determined by resolution of the governing body of the City. Section 4.07. Validation Authorized. The City Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court for Seminole County, Florida, for the validation of the 1984 Bonds and the proper officers of the City are hereby authorized to verify on behalf of the City any pleadings in such proceedings. Section 4.08. Conflicts Repealed. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section 4.09. Effective Date. This instrument shall take effect immediately upon its passage." SECTION 2. AWARD OF 1984 BONDS. The City hereby finds, determines and declares that the size of the issue and current rapidly changing bond market conditions require that the bond issue be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to change the maturities, redemption features and interest rates necessary to obtain the most favorable terms in the bond market. The negotiated sale of the principal amount of 1984 Bonds set forth in the Bond Purchase Contract hereinbelow mentioned to the Underwriters referred to therein is hereby authorized pursuant to Section 218.385, Florida Statutes. The offer in the form of the Bond Purchase Contract (the "Purchase Contract"), attached hereto as LKL-05/07 /84-627 A-1567 -22- Exhibit "A" and made a part hereof, relating to the purchase of the 1984 Bonds is hereby accepted and the principal amount of the 1984 Bonds stated therein, as the initial installment of the 1984 Bonds, are hereby awarded and sold to the Underwriters at the purchase price and upon the terms and conditions set forth in the Purchase Contract. The purchase price for the 1984 Bonds maturing April 1, 2009, is $2,226,187.50; the purchase price for the remainder of the 1984 Bonds is $1,141,650.00, plus accrued interest. SECTION 3. APPROVAL OF OFFICIAL STATEMENT FOR 1984 BONDS. The use of the final Official Statement relating to the 1984 Bonds, in substantially the form attached hereto as Exhibit "B", and made a part hereof, with such revisions as shall hereafter be approved by the Mayor or City Clerk, such approval to be evidenced by his or her execution thereof, is hereby authorized and approved in connection with marketing of the 1984 Bonds, and the proper officers of the Issuer are hereby authorized to execute the final Official Statement and to deliver same to the Underwriters. SECTION 4. EXECUTION OF PURCHASE CONTRACT AND A UTHORIZA- TION OF ALL OTHER NECESSARY ACTION. The proper officers of the City are hereby authorized and directed to execute and deliver the Purchase Contract and to execute the 1984 Bonds when prepared and deliver the same to the Underwriters upon payment of the purchase price pursuant to the conditions stated in the Purchase Contract. The Mayor and City Clerk of the City and the Attorney for the City are each designated agents of the City in connection with the issuance and delivery of the 1984 Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the 1984 Bonds and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the 1984 Bonds heretofore taken by the City. SECTION 5. PAYING AGENT. The paying agent for the 1984 Bonds shall be Sun Bank, National Association, through its corporate trust office in Orlando, Florida. The paying agent is hereby designated as the Bond Registrar. SECTION 6. LIMITATION ON ADDrnONAL INSTALLMENTS OF THE 1984 BONDS. After the issuance and delivery of the initial installment of the Series 1984 Bonds, no further installments of the 1984 Bonds shall be issued unless such 1984 Bonds shall meet the requirements for the issuance of Additional Parity Bonds pursuant to Section 18 of the Original Resolution. LKL-05/17 /84-627 A-1567 -23- - ~~ ~"..J4V1/rf Exhibit "A" and made a part hereof, relating to the purchase of the 1984 Bonds is hereby accepted and the principal amount Qf the 1984 Bonds stated therein, as the initial I installment of the 1984 Bonds, are tferebY awarded and sold to the Underwriters at the I purchase price and upon the terms and conditions set forth in the Purchase Contract. The . :p\~ l\C.C\(,"~ \ ~ purchase price for the 1984 Bonds maturing April 1, 2009, is $2,226,187.50; the purChase~"tl ~ price for the remainder of the 1984 Bonds is $1,141,650.00, plus accrued interest. SECTION 3. APPROVAL OF OFFICIAL STATEMENT FOR 1984 BONDS. The use of the final Official Statement relating to the 1984 Bonds, in substantially the form attached hereto as Exhibit "B", and made a part hereof, with such revisions as shall hereafter be approved by the Mayor or City Clerk, such approval to be evidenced by his or her execution thereof, is hereby authorized and approved in connection with marketing of the 1984 Bonds, and the proper officers of the Issuer are hereby authorized to execute the final Official Statement and to deliver same to the Underwriters. SECTION 4. EXECUTION OF PURCHASE CONTRACT AND AUTHORIZA- TION OF ALL OTHER NECFSSARY ACTION. The proper officers of the City are hereby authorized and directed to execute and deliver the Purchase Contract and to execute the 1984 Bonds when prepared and deliver the same to the Underwriters upon payment of the purchase price pursuant to the conditions stated in the Purchase Contract. The Mayor and City Clerk of the City and the Attorney for the City are each designated agents of the City in connection with the issuance and delivery of the 1984 Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the 1984 Bonds and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the 1984 Bonds heretofore taken by the City. SECTION 5. PAYING AGENT. The paying agent for the 1984 Bonds shall be Sun Bank, National Association, through its corporate trust office in Orlando, Florida. The paying agent is hereby designated as the Bond Registrar. SECTION 6. UMITATION ON ADDmONAL INSTALLMENTS OF THE 1984 BONDS. After the issuance and delivery of the initial installment of the Series 1984 Bonds, no further installments of the 1984 Bonds shall be issued unless such 1984 Bonds shall meet the requirements for the issuance of Additional Parity Bonds pursuant to Section 18 of the Original Resolution. LKL-05/17/84-627 A-1567 -23- ,/ ~: ~~ J/\" . thereof of the Issuer in conflict with the provisions herein contained are, to the extent of SECTION 7. REPEALING CLAUSE. All ordinances and resolutions or parts such conflict, hereby superseded and repealed. SECTION 8. EFFECTIVE DA TE. This Resolution shall take effect im- mediately upon its adoption. CITY OF WINTER SPRINGS, FLORIDA (SEAL) (A TTEST) By --22z4t{t; ~ 2?.~-tL. C ty Clerk LKL-05/17 /84-627 A-1567 -24- STATE OF FLORIDA COUNTY OF SEMINOLE 1, Mary T. Norton, City Clerk of the City of Winter Springs, Florida, do hereby certify that the above and foregoing is a true and correct copy of a resolution as the same was duly adopted at a meeting of the City Council held on the 22nd day of May, 1984, and as the same appears on record in my office. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this_ day of May, 1984. (SEAL) By: Ci ty Clerk LKL-{)5/17 /84-627 A-1567 -25-