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HomeMy WebLinkAboutResolution 504 Refunding Revenue Bonds ~ , ~ . RESOLUTION NO. so4; . .... A RESOLUTION RELATING TO THE ISSUANCE OF NOT EXCEEDING $3,785,000 IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1985, OF THE CITY OF WINTER SPRINGS, FLORIDA; 'AMENDING THE RESOLU- TION OF THE CITY AUTHORIZING THE BONDS IN ITS ENTIRETY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA (the "City" or the "Issuer") as follows: SECTION 1. Resolution No. 494, duly adopted by the City on May 17, 1985, relating to the issuance of not to exceed $3,785,000 Improvement Refunding Revenue Bonds, Series 1985, is hereby amended in its entirety to read as follows: "A RESOLUTION AUTHORIZ ING THE ISSUANCE OF NOT EXCEEDING $3,785,000 IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1985, OF THE CITY OF WINTER SPRINGS, FLORIDA TO BE APPLIED TO REFUND THE PRINC IPAL, INTEREST AND REDEMPTION PREMIUMS, IF ANY, IN RESPECT TO CERTAIN PRE- SENTLY OUTSTANDING OBLIGATIONS; PROVIDING THAT SUCH BONDS SHALL BE JUNIOR, INFERIOR AND SUB- ORDINATE IN ALL RESPECTS TO CERTAIN OUTSTAND- ING OBLIGATIONS; PLEDGING EXCISE TAXES LEVIED BY THE CITY FOR THE PAYMENT OF SAID BONDS; MAKING OTHER COVENANTS AND AGREEMENTS IN CON- NECTION 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, as amended and supple- mented and other applicable provisions of law. Section 2. DEFINITIONS. Unless the context otherwise re- quires, the terms defined in this section shall have the meanings specified in this section. Words importing singular number shall include the pI ural number in each case and vice versa, and words importing persons shall include firms and corporations. (A) "ACQUIRED OBLIGATIONS" shall mean and incl ude any of the following secur i ties, if and to the ex tent the same are at the time legal for investment of funds of the Issuer under the laws of the State of Florida: \f .. . .. , (i) any bonds or other obligations which as to princi- pal and interest constitute direct obligations of, or are uncondi- tionally guaranteed by, the United States of America, including obligations of any Federal agency or corporation which has been or may hereafter be created pursuant to an act of Congress as an agency or instrumentality of the United States of America to the extent unconditionally guaranteed by the United States of America or any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this clause (i); and (ii) to the extent approved by MBIA, any bonds or other obligations of any state of the united States of America or of any agency, instrumental i ty or local governmental unit of any such state (a) 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 give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund 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 (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposi t in such fund is sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii), as appropriate. (B) "ACT" shall mean Chapter 166, Part II, Florida Statutes, as amended and supplemented, and other applicable provisions of law. (C) "ADDITIONAL PARITY OBLIGATIONS" shall mean addi tiona1 obligations issued in compliance with the terms, conditions and limitations contained herein which have an equal lien on the Excise Taxes and rank equally in all respects with the Series 1985 Bonds issued hereunder. (D) "AGREEMENT" shall mean that certain Escrow Deposit Agreement by and between the Issuer and a trust company or bank with trust powers selected by subsequent resolution of the Issuer for the purpose of providing for the payment of the Refunded Bonds hereinafter mentioned, which Agreement shall be in substantially the form attached hereto as Exhibit A and incorporated herein by reference. 2 e ~ (E) "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 Obligations. (F) "BOND SERVICE REQUIREMENT" for any Bond Year shall mean the sum of: ( 1 ) 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 Sinking 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 the issuance of any Addi tional Pari ty Obligations, the stated maturity date of Term Bonds shall be disregarded and the Amortization Installment, if any, appl icable to Term Bonds in such year shall be deemed to mature in such year. (G) "BOND YEAR" shall mean the period beginning with April 2 of each year and extending for a period of twelve (12) months thereafter. (H) "BONDS" shall mean the Series 1985 Bonds issued hereun- der, together with any Additional Parity Obligations hereafter issued under the terms, conditions and limitations contained herein. (I) "CONSTRUCTION FUND" shall mean the City of Winter Springs Construction Fund created pursuant to Section 19 hereof. (J) "DEBT SERVICE FUND" shall mean the Ci ty of Winter Springs Improvement Refunding Revenue Bonds Debt Service Fund which shall have within it a Principal Account, an Interest Account, a Redemption Account and a Reserve Account. (K) "ESCROW HOLDER" shall mean a trust company or a bank with trust powers approved by subsequent resolution of the Issuer and at the time serving as Escrow Holder under the Agreement. (L) "EXCISE TAXES" shall mean the Franchise Fees and the Public Service Taxes. (M) "EXCISE TAXES FUND" shall mean the City of Winter Springs Excise Taxes Fund created pursuant to Section 18 hereof. 3 . e (N) "FEDERAL SECURITIES" shall mean direct obligations of, or obligations the principal of and interest on which are uncondi- tionally guaranteed by the United States of America, which are not redeemable prior to maturity at the option of the obligor. (0) "FISCAL YEAR" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. (P) "FRANCHISE FEES" shall mean the franchise fees levied and collected pursuant to Ordinance No. 290 of the Issuer, as amended and supplemented, which granted an electric franchise to Florida Power Corporation for a period of thirty years from April 1, 1984. (Q) "INVESTMENT SECURITIES" shall mean any of the following, if and to the extent that the same are legal for the investment of the proceeds of the Bonds and the Excise Taxes: (i) direct obli- gations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America; and (ii) negotiable or non-negotiable certificates of deposit or time deposits (including but not limited to checking accounts or daily interest bearing accounts) issued by any bank, trust company or national banking association which is a member of the Federal Reserve System, provided that (a) such certificates of deposit or time deposits shall continuously be collaterally secured by investments 1 isted under clause (i) above having a market value (exclusive of accrued interest) at all times at least equal to such certificates of deposit or time deposits and such investments securing such certificates of deposit or time deposits, and collateral therefor if required by law, shall be deposited with such public officer or public or private institution as shall be provided for the deposit of security for the deposits of public moneys under the laws of the State of Florida, or, if there is no such provision, with such officer of the Issuer as designated by the City; or (b) the amount of such certificates of deposit or time deposits purchased or obtained from any bank, trust company or national association shall not exceed twenty-five percent (25%) of its capital and surplus or such other limit, if any, as may be required by the laws of the State of Florida. (R) "ISSUER" or "CITY" shall mean the City of Winter Springs, Florida. (S) "MAXIMUM BOND SERVICE REQUIREMENT" shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond Service Requirement for the then current or any future Bond Year. (T) "MBIA" shall mean the Municipal Association and its successors, for so long as issuer of a policy of municipal bond insurance payment of principal of, premium, if any, and Bonds. Bond Insurance it shall be the guaranteeing the interest on the 4 e . (U) "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 date; (ii) any Bonds for which provisions for payment pursuant to this Resolution have been made and (iii) any Bond in lieu of or in substitution for which another Bond shall have been authorized and delivered pursuant to Section 11 or Section 13 of this Resolu- tion. (V) "OWNER OF BONDS" or "OWNER" or any similar term shall mean any person who shall be the registered owner of any Bond or Bonds. (W) "PAYING AGENT" shall mean the paying agent, the co-paying agent or any successor paying agent to be appointed by subsequent resolution of the Issuer and at the time serving under this Resolution. (X) "PRIOR BONDS" shall mean the Issuer's outstanding Improvement Revenue Bonds, dated April 1, 1979. (Y) "PUBLIC SERVICE TAXES" or "PUBLIC SERVICE TAX" shall mean the public service tax levied and collected by the City pursuant to Section 166.231, Florida Statutes and an ordinance duly enacted by the Issuer on October 24, 1977, as amended and supplemented. (Z) "REFUNDED BONDS" shall mean the $3,505,000 City of Winter Springs, Florida Improvement Revenue Bonds, Series 1984. (AA) "REGISTRAR" shall mean the Paying Agent. (BB) "RESERVE REQUIREMENT" shall mean, in any year, the Maximum Bond Service Requirement. (CC) "SERIES 1985 BONDS" shall mean the not to exceed $3,785,000 City of winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1985, authorized pursuant to this Reso- lution. (DO) "SERIAL BONDS" shall mean the Bonds of a series which shall be stated to mature in annual or semi-annual installments. (EE) "TERM BONDS" shall mean the Bonds of a series, all of which shall be stated to mature on one date. Section 3. and declared: FINDINGS. It is hereby ascertained, determined (A) The Issuer has previously issued the Refunded Bonds, of which $3,460,000 principal amount is outstanding and unpaid as of May 1, 1985. 5 e e (B) Pursuant to authority contained in Sect ion 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 Taxes to the payment of the principal of and interest on the Bonds to be issued pursuant to this Resolution. Such pledge shall be junior, inferior and subordinate to the lien of the Prior Bonds. (C) Pursuant to its charter and other applicable provisions of law, the City of Winter Springs did, under date of March 27, 1984, enact an ordinance by which the City granted to the Florida Power Corporation, for a period of thirty years from April 1, 1984, a franchise to construct, maintain and operate electric I ight and power facil i ties for the purpose of supplying elec- tricity to the City and its inhabitants. In consideration of the granting of said franchise 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 (herein- after referred to as "Franchise Fees")~ that is deemed necessary and desirable to pledge the proceeds of the Franchise Fees avail- able for such purpose to the payment of the principal of and interest on the Bonds to be issued pursuant to this Resolution. Such pledge shall be junior, inferior and subordinate to the pledge of the Prior Bonds. (D) The Issuer deems it necessary, beneficial and in its best interest to provide for the refunding of the Refunded Bonds. The refunding program herein described will be advantageous to the Issuer by (1) effecting an overall reduction in debt service applicable to bonded indebtedness of the Issuer, and (2) restruc- turing of debt to the advantage of the Issuer. It is in the best interest of the Issuer to carry out the refunding herein autho- rized simultaneously with the refunding of certain debt relating to the water and sewer system of the Issuer in order to avoid duplication of certain costs and expenses. (E) The estimated sum required for such refunding program is the sum of not exceeding $3,785,000 which will be derived from the proceeds of the sale of the Series 1985 Bonds, together with certain other funds available to the Issuer more fully described herein. (F) A portion of the proceeds of the Series 1985 Bonds and other funds available for such purpose, shall be deposited pursu- ant to the Agreement, in sufficient amounts to make timely pay- 6 e e ments of all presently outstanding principal, interest and redemp- tion premiums, if any, in respect to the Refunded Bonds, as the same become due or are redeemed prior to maturity as hereinafter provided. Such funds shall be invested pursuant to the Agreement in such investments as will produce escrow deposit income suffi- cient to make timely payments of all principal of, redemption premiums and interest on the Refunded Bonds. (G) The principal of and interest on the 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 Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the Issuer. (H) The Excise Taxes are estimated to be sufficient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required payments required by this Resolution, the principal of and interest on the Prior Bonds and on any other obligations currently outstanding and pay- able from such Excise Taxes Section 4. AUTHORIZATION OF REFUNDING. There is hereby authorized the refunding of the Refunded Bonds in the manner pro- vided herein. Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued 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 set 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 without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. Section 6. AUTHORIZATION OF SERIES 1985 BONDS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Improvement Refunding Revenue Bonds, Series 1985", are authorized to be issued in the aggregate principal amount of not exceeding $3,785,000. Section 7. DESCRIPTION OF SERIES 1985 BONDS. The Series 1985 Bonds shall be issued in fully registered form; shall be dated; shall be numbered consecutively from R-1 upward; shall be in the denomination of $5,000 each, or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maxi- mum rate allowed by Florida law, the actual rate or rates to be determined by the governing body of the Issuer by resolution prior to or upon the sale of the Series 1985 Bonds; such interest to be 7 e It payable semiannually on April 1 and October 1 of each year; and shall mature on October 1 in such years and amounts as will be fixed by resolution of the Issuer prior to or upon the sale of the Series 1985 Bonds and may be Serial and/or Term Bonds. Each Series 1985 Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, such Series 1985 Bond shall bear interest from the date to which inter- est shall have been paid. The principal of and the interest on the Series 1985 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 principal of the Series 1985 Bonds shall be payable only to the registered Owner or his legal representative at the principal corporate trust off ice of the Paying Agent, and payment of the interest on the Series 1985 Bonds shall be made by the Paying Agent on each inter- est payment date to the person appearing on the registration books of the Issuer hereinafter provided for as the registered Owner thereof, at the close of business on the fifteenth day (whether or not a business day) of the month immediately preceding such interest payment date, by wire transfer or check mailed to such registered Owner at his address as it appears on such registration books. Payment of the principal of all Series 1985 Bonds shall be made upon the presentation and surrender of such Series 1985 Bonds as the same shall become due and payable. Section 8. EXECUTION OF SERIES 1985 BONDS. The Series 1985 Bonds shall be signed by, or bear the facsimile signature of the Mayor and shall be signed by, or bear the facsimile signature of the City Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Series 1985 Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 1985 Bonds shall cease to be such officer before the delivery of such Series 1985 Bonds, such signature or such facsimile shall nevertheless be valid and suffi- cient for all purposes the same as if he has remained in office until such delivery, and also any Series 1985 Bond may bear the facsimile signature of or may be signed by such persons who, as at the actual time of the execution of such Series 1985 Bond, shall be the proper officers to sign such Series 1985 Bonds although at the date of such Series 1985 Bond such persons may not have been such officers. Section 9. AUTHENTICATION OF SERIES 1985 BONDS. Only such of the Series 1985 Bonds as shall have endorsed thereon a certifi- cate of authentication substantially in the form hereinbelow set 8 e -- forth, duly executed by the Paying Agent, as authenticating agent, shall be entitled to any benefit or security under this Resolu- tion. No Series 1985 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Paying Agent, and such certificate of the Paying Agent upon any such Series 1985 Bond shall be con- clusive evidence that such Series 1985 Bond has been duly authen- ticated and delivered under this Resolution. The Paying Agent's certificate of authentication on any Series 1985 Bond shall be deemed to have been duly executed if signed by an authorized offi- cer of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Series 1985 Bonds that may be issued hereunder at anyone time. Section 10. EXCHANGE OF SERIES 1985 BONDS. Any Series 1985 Bond, upon surrender thereof at the principal corporate trust office of the Paying Agent, together with an assignment duly exe- cuted by the Owner or his attorney or legal representative in such form as shall be sat isfactory to the Paying Agent, may, at the option of the Owner, be exchanged for an aggregate principal amount of Series 1985 Bonds equal to the principal amount of the Series 1985 Bond or Series 1985 Bonds so surrendered. The Paying Agent shall make provision for the exchange of Series 1985 Bonds at the principal corporate trust office of the Paying Agent. Section 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 1985 BONDS. The Paying Agent shall keep books for the registration of and for the registration of transfers of Series 1985 Bonds as provided in this Resolution. The transfer of any Series 1985 Bonds may be registered only upon such books upon surrender thereof to the Paying Agent together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Paying Agent. Upon any such registration of transfer the Issuer shall execute and the Paying Agent shall authenticate and deliver in exchange for such Series 1985 Bond, a new Series 1985 Bond or Series 1985 Bonds reg istered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Series 1985 Bond or Series 1985 Bonds so surrendered. In all cases in which Series 1985 Bonds shall be exchanged, the Issuer shall execute and the Paying Agent shall authenticate and deliver, at the earliest practicable time, Series 1985 Bonds in accordance with provisions of this Resolution. All Series 1985 Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Paying Agent. The Issuer or the Paying Agent may make a charge for every such exchange or registration of transfer of Series 1985 Bonds sufficient to reim- burse it for any tax or other governmental charge required to be paid with respect to such exchange or reg istration of transfer, but no other charge shall be made to any Owner for the privilege 9 - e of exchanging or registering the transfer of Series 1985 Bonds under the provisions of this Resolution. Neither the Issuer nor the Paying Agent shall be required to make any such exchange or registration of transfer of Series 1985 Bonds sufficient to reim- burse it for any tax or other governmental charge required to be paid wi th 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 1985 Bonds under the provisions of this Resolution. Neither the Issuer nor the Paying Agent shall be required to make any such exchange or registration of transfer of Series 1985 Bonds during the fifteen (15) days immediately preceding any interest payment date. Section 12. OWNERSHIP OF SERIES 1985 BONDS. The person in whose name any Series 1985 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 1985 Bond, and the interest on any such Series 1985 Bonds, shall be made only to or upon the order of the regis- tered Owner thereof or his legal representative. All such pay- ments shall be valid and effectual to satisfy and discharge the liability upon such Series 1985 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. Section 13. SERIES 1985 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 1985 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion cause to be executed, and the Paying Agent shall authenticate and deliver, a new Series 1985 Bond of like date and tenor as the Series 1985 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 1985 Bond upon surrender and cancellation of such mutilated Series 1985 Bond or in lieu of and substitution for the Series 1985 Bond destroyed, stolen or lost, and upon the Owner furnishing the Issuer and the Paying Agent proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and condi tions as the Issuer and the Paying Agent may prescribe and paying such expenses as the Issuer and the Paying Agent may incur. All Series 1985 Bonds so surrendered shall be canceled by the Issuer. If any of the Series 1985 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 1985 Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Series 1985 Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 1985 Bonds issued pursuant to this section shall constitute original, additional contractual obliga- tions on the part of the Issuer whether or not the lost, stolen or destroyed Series 1985 Bonds be at any time found by anyone, and such duplicate Series 1985 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 1985 Bonds issued hereunder. 10 -- e Sect ion 14. PROVISIONS FOR REDEMPTION. The Series 1985 Bonds shall be subject to redemption prior to their maturity, at the option of the Issuer, at such times and in such manner as shall be fixed by resolution of the Issuer prior to or at the time of sale of the Series 1985 Bonds. Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Paying Agents; and mailed, postage prepaid, to all Owners of Series 1985 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 1985 Bonds shall not affect the validi ty of the proceedings for such redemption with respect to Owners of Series 1985 Bonds to which notice was duly mailed here- under. 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 1985 Bonds of one maturity are to be called, the distinctive numbers of such Series 1985 Bonds to be redeemed and in the case of Series 1985 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. Upon surrender of any Series 1985 Bond for redemption in part only, the Paying Agent shall authenticate and deliver to the Owner thereof, the cost of which shall be paid by the Issuer, a new Series 1985 Bond of an authorized denomination equal to the unredeemed portion of the Series 1985 Bond surrendered. Section 15. FORM OF SERIES 1985 BONDS. The text of the Series 1985 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 and the Clerk prior to the issuance thereof, which necessity and/or desirability and approval shall be presumed by their execution of the Series 1985 Bonds and the delivery of the Series 1985 Bonds to the purchaser thereof by the City: 11 e e No. R - $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF SEMINOLE CITY OF WINTER SPRINGS IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1985 KNOW ALL MEN BY THESE PRESENTS, that the Ci ty 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 presentation and surrender hereof at the principal corporate trust office of , in the City of , Florida (the "Paying Agent"), 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 , 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 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 re- quired by the Resolution. This Bond is one of an authorized issue of Bonds in the ag- gregate principal amount of $ of like date, tenor and effect, except as to number, maturity and interest rate, issued to finance the cost of refunding certain obligations of the Ci ty issued to finance a municipal complex, 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, and a resolution duly adopted by the Ci ty on , 1985, as amended and supplemented (the "Resolu- tion") and is subject to all terms and conditions of such Resolu- tion. 12 e e 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 utili- ties services with the corporate I imi ts of the Ci ty, under the authority of Section 166.231, Florida Statutes, and pursuant to an ordinance enacted by the Ci ty on October 24, 1977, and the pro- ceeds of the Franchise Fees to be paid for a period of thirty (30) years from April 1, 1984, by the Florida Power Corporation, pursu- ant to an ordinance enacted by the Issuer on March 27, 1978 (such tax and fees, above described, are herein collectively referred to as "Excise Taxes") in th~ manner provided in the Resolution. It is provided in the Resolution that the Bonds of this issue will rank on a junior, inferior and subordinate basis, as to lien on and pledge of the Excise Taxes with the Ci ty I S Improvement Revenue Bonds, Series 1979, 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 "Prior Bonds"). This Bond does not constitute an indebtedness of the Ci ty 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 pay- ment 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 consti tute a lien upon any property of or in the Ci ty, 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 prece- dent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional 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. 13 e e The transfer of this Bond is registrable by the Owner hereof in person or by his attorney or legal representative at the prin- cipal corporate trust office of the Paying Agent but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until it shall have been authenticated by the execution by the Paying Agent 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 the Mayor and countersigned and attested to by the City Clerk, (the signa- tures of the Mayor and the City Clerk being authorized to be fac- simile of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of CITY OF WINTER SPRINGS, FLORIDA (SEAL) (manual or facsimile) Mayor ATTESTED AND COUNTERSIGNED: (manual or facsimile) City Clerk 14 e e CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution. Paying Agent, as Authenticating Agent Date of Authentication: By (Manual Signature) Authorized Officer ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto Social Security or 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. (Please insert assignee) of Winter Springs, Florida, and does Date Signature Guaranteed: NOTICE: No transfer will be reg- istered and no new Bonds will be issued in the name of the Trans- feree, unless the signature to this assignment shall correspond wi th the name as it appears upon the face of the within Bond in every particular, without altera- tion or enlargement or any change whatever and the Social Securi ty or Federal Employer Identification Number of the Transferee is sup- plied. If the Transferee is a trust, the names and Social Secur- ity or Federal Employer Identifi- cation 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. NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. [End of Form of Series 1985 Bond] 15 e e Section 16. APPLICATION OF SERIES 1985 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 1985 Bonds shall be applied by the Issuer simultaneously with the delivery of such Series 1985 Bonds to the purchaser thereof, as follows: (A) The accrued interest shall be deposited in the Interest Account in the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 1985 Bonds. (B) Simultaneously with the delivery of the Series 1985 Bonds to the original purchasers thereof, the Issuer shall enter into the Agreement in substantially the form attached hereto as Exhibit A with a bank with trust powers or trust company approved by the Issuer, which shall provide for the deposits of sums and for the investment of moneys in appropriate Federal Securities so as to produce sufficient funds to make all the payments described in the Agreement. At the time of execution of the Agreement, the Issuer shall furnish to the Escrow Holder named therein appropri- ate documentation to demonstrate that the sums being deposited and the investments to be made and investment income therein will be sufficient for such purposes. A sum specified in the Agreement which together with the other funds described in the Agreement to be deposited in escrow, will be sufficient to pay, as of any date of calculation, the principal, interest and redemption premium on the Refunded Bonds, as the same shall become due or are redeemed as provided by subse- quent resolution of the Issuer, whichever is earlier, shall be deposited into the Escrow Account, as defined in the Agreement. 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, used and applied by the Issuer solely for the pur- poses set forth herein and in the Agreement. (C) Unless provided from other funds of the Issuer on the date of issuance of the Series 1985 Bonds or unless provided for through the purchase of municipal bond insurance issued by reputable and recognized municipal bond insurer, the Issuer shall deposit to the Reserve Account in the Debt Service Fund the Reserve Requirement. (D) To the extent not reimbursed therefor by the original purchaser of the Series 1985 Bonds, or provided for in the Escrow Deposi t Agreement, the Issuer shall pay all costs incurred in connection with the issuance of the Series 1985 Bonds. 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 16 e e 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 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Excise Taxes, which lien shall be junior, inferior and subordinate to the lien of the Prior Bonds. The Issuer does irre- vocably pledge such Excise Taxes to the payment of the principal of and interest on the 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 THE ISSUER. For as long as any of the principal of and interest on any of the Bonds shall be Out- standing and unpaid or until there shall have been set apart in the Debt Service Fund, herein established, and in the Reserve Account, herein established, a sum sufficient to pay when due the entire principal or the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with the Owners of any and all Bonds as follows: A. EXCISE TAXES FUND. For so long as the Prior Bonds remain outstanding and unpaid, the Public Service Taxes and Franchise Fees shall first be deposited in the Public Service Tax Fund and Electric Franchise Fee Fund created pursuant to the resolution authorizing the Prior Bonds. For so long as the Prior Bonds remain outstanding and unpaid, the Issuer shall make all payments required to be made to said funds. After making all payments required by the resolution authorizing the Prior Bonds in each month and, in addition, after said Prior Bonds are no longer outstanding and unpaid, all Excise Taxes shall be deposited in the "City of Winter Springs Excise Taxes Fund" (hereinafter called the "Excise Taxes Fund"), hereby created and established. Such Excise Taxes Fund shall constitute a trust fund for the purposes herein provided and shall be used only for the purposes and in the manner herein provided. B. DISPOSITION OF EXCISE TAXES. All Excise Taxes on deposit in the Excise Taxes Fund shall be disposed of on or before the fifteenth day of each month commencing in the month immediately following delivery of the Bonds only in the following manner and in the following order of priority: (1 ) From moneys on depoist in the Excise Taxes Fund, the Issuer shall deposit into a separate fund which is hereby 17 e e created and designated "City of Winter Springs Improvement Refunding Revenue Bonds Debt Service Fund" (herein called the "Debt Service Fund"), and credit to the following accounts, each hereby created and established, each on a parity with each other, the following identified sums: (a) Interest Account: One-sixth (1/6) of all interest becoming due on the Bonds on the next semi-annual interest payment date, together with any fees or charges of the Paying Agent there- for. The moneys in the Interest Account shall be withdrawn 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 Paying Agent. Such monthly payments shall be increased or decreased proportion- ately prior to the first interest payment date or dates, after making allowance for any deposits made into the Interest Account upon the issuance of the Bonds. (b) Principal Account: Beginning on the first day of the month which is twelve (12) months prior to the first principal maturity date and monthly thereafter, a sum equal to one twelfth (1/12) of the amount which will be sufficient, together with the funds then on deposit therein, to pay the principal (except the principal of which is required to be paid on the Term Bonds from the Redemption Account hereinafter created and established) on the Serial Bonds on the next principal maturity date. Such payments shall be increased proportionately prior to the first principal payment date of the Bonds to make up any deficiency in the Princi- pal Account. The moneys 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 Paying Agent. (c) Redemption Account: A sum equal to one twelfth (1/12) of the amount which will be sufficient, together with the funds then on deposit therein, to pay any Amortization Install- ments established by subsequent resolution of the Issuer. The moneys on deposit in the Redemption Account shall be withdrawn and deposi ted with the Paying Agent for the Bonds on or before the date established for such Amortization Installment in an amount sufficient to pay such Amortization Installment and the fees and charges of the Paying Agent. Such payments shall be increased proportionately prior to the date established for the first Amor- tization Installment to make up any deficiency in the Redemption Account. Taxes which that (2) From the remaining moneys on deposit in the Excise Fund, the Issuer shall next deposit to the Reserve Account, is hereby created and established, an amount necessary such the balance in the Reserve Account equals the Reserve 18 e e Requirement. No further deposits shall be required to be made into the Reserve Account whenever the full Reserve Requirement shall be on deposit therein. Moneys in the Reserve Account shall be used only for the purpose of paying Bond Service Requirement on the Bonds when the other moneys in the Debt Service Fund are insufficient therefor, and for no other purpose. Whenever the amount on deposit in the Reserve Account exceeds the then current Reserve Requirement, the excess shall be withdrawn from the Reserve Account and deposited in any account in the Debt Service Fund. (3) Upon the issuance of any Additional Parity Obliga- tions under the terms, limitations and conditions as are herein provided, the payments into the several accounts in the Debt Ser- vice Fund, including, if Term Bonds are issued, the Redemption Account, shall be increased in such amounts as shall be necessary to make the payment for the principal of, interest on and reserves for such Additional Parity Obligations on the same basis as here- inabove provided with respect to the Bonds initially issued under this Resolution. (4) The balance of the Excise Taxes in the funds set forth in paragraph (A) of this Section after the above required payments have been made may be used for any lawful purpose; pro- vided, 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 and unless the Issuer shall have complied fully with all the covenants and provisions of this Resolution. (5) The Debt Service Fund (including all accounts therein), the Excise Taxes Fund, the Construction Fund and any other special funds herein established and created shall consti- tute trust funds for the purposes provided herein for such funds. The money in all such funds shall be continuously secured in the same manner as municipal deposits are authorized to be secured by the laws of the State of Florida. Moneys on deposit in the Excise Taxes Fund and the Debt Ser- vice Fund may be invested and reinvested in Investment Securities (or as otherwise provided) 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 the last maturity of the Series 1985 Bonds or Addi- tional Parity Obligations, if issued. All income on such investments 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. 19 e e (6) In determining the amount of any of the payments required to be made pursuant to this Section 18, 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 may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allo- cation 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 independent, self-balancing funds as such term is commonly defined and used in governmental accounting or to hinder or prevent the Issuer from maintaining its records and accounts in the manner set forth by the National Council on Governmental Accounting in the publication titled "Governmental Accounting Auditing and Financial Reporting", but rather is intended solely to consti tute an ear- marking of certain revenues and assets for certain purposes and to establish certain priorities for application of such funds and assets and assets as herein provided. The Issuer may maintain separate accounts within the funds and accounts described herein. 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 obliga- tion of the City to levy and collect the Public Service Tax, or impair 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 the prin- cipal of or 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 the same shall become due, the principal of and interest on the Bonds, in addition to paying, as the same shall become due, all reserve fund and other payments provided for in this Resolution and all other obligations and indebtedness payable out of said Public Service Tax. The City 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 authority 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 Ci ty and holders of the Bonds pursuant to this subsection (A) constitute a valid and legally binding contract between the City and such 20 . e e Bondholders not subject to repeal, impairment or modification by the City or the Legislature of the State of Florida. 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 the 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 the 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 Fran- chise Fees in the manner provided in said ordinance, notwithstand- ing that the legislative authori ty contained in the Act 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 the holders of the Bonds pursu- ant to this subsection (D) 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 or the Legisla- ture of the State of Florida. 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 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 system so owned, acquired, constructed 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 within one hundred twenty (120) days following the close of each Fi scal Year cause an audi t of such books, records and accounts relating to the Excise Taxes to be made by an independent firm of certified public accountants. Each such audit, in addition to whatever matters may be deemed proper by said firm of certified public accountants to be included therein, shall, without limiting the generality of the foregoing, include the following: 21 . e e (1) A complete report of the application of all Excise Taxes and a schedule of reserves and investments for such Fiscal Year; (2) 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 inspec- t ion by Owners of Bonds, and shall be sent to the nationally recognized bond rating agencies and to the initial purchasers of the Bonds. The auditors selected by the Issuer shall be changed at any time by a wri tten request signed by a majori ty of the Owners. F. ENFORCEMENT OF COLLECTIONS. The Issuer will dil igently 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 law; and will maintain accurate records with respect thereof. All such fees, rates, charges and revenues herein pledged shall, as collected, be held in trust to be applied as herein provided. G. REMEDIES. Any Owner of Bonds issued under the provision hereof or any trustee acting for the Owners of such Bonds, may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the per- formance of all duties required herein or by any applicable stat- utes to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any Owner of the Bonds any lien on any property of the Issuer. H. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any other obligations payable from the Excise Taxes nor voluntar- ily create or cause to be created any debt, lien, pledge, assign- ment, encumbrance or other charge having priority to or being on a parity with the lien of the Bonds issued pursuant to this Resolu- tion and the interest thereon, upon said Excise Taxes except under the conditions and in the manner provided herein. Any obligations issued by the Issuer other than the Bonds herein authorized and Addi tional Parity ObI igations, payable from such Excise 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 payment from such Excise Taxes. No additional parity obligations shall be issued pursuant to the resolution which authorized the Prior Bonds. 22 . . e e (1) Any such obligations shall be issued solely for the purpose of the construction and acquisition of lawful municipal improvements and/or to refund any bonds issued for such purposes. (2) There shall have been obtained and filed wi th 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 re- ceipt of the Excise Taxes have been audited by him; (b) the amount of the Excise Taxes received for twelve (12) consecutive months out of the immediately preceeding 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 (100%) percent of the largest amount of principal of and interest which will mature and become due in any ensuing Fiscal Year on the Prior Bonds together with one hundred twenty-five (125%) percent of the Maximum Bond Service Requirement on (i) all obligations issued under this Resolution, if any, then Outstanding, (ii) the Additional Parity Obligations with respect to which such certificate was made and (iii) any other obligations of the Issuer payable from the Excise Taxes and (d) that the aggregate amount of such Excise Taxes for such period is equal to not less than one hundred percent (100%) of the largest amount of principal and interest which will mature and become due on any ensuing Fiscal Year on the Prior Bonds together with one hundred thirty percent (130%) of the Maximum Bond Service Requirement on (i) all obligations issued under this Resolution, if any, then Outstanding and (ii) on the Additional Parity Obligations with respect to which such certificate is made. (3) Each resolution authorizing the issuance of Addi- tional Parity Bonds will recite that all of the covenants herein contained will be applicable to such Additional Parity Bonds. (4) The City shall not be in default in performing any of the covenants and obligations assumed hereunder, and all pay- ments herein required to have been made into the funds and accounts, as provided hereunder, shall have been made to the full extent required. I. ARBITRAGE. No use will be made of the proceeds of the Bonds which, if reasonably expected on the date of issuance of the Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1954. The Ci ty at all times while the Bonds and 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 regu- lations promulgated thereunder. Section 19. CONSTRUCTION FUND AND RESERVE FUND FOR REFUNDED BONDS. Certain moneys on deposit in the various funds and accounts created for the Refunded Bonds shall be transferred upon the issuance of the Series 1985 Bonds as shall be approved by the 23 . ~ e e " Mayor and the City Manager of the City. The Re~t:Lve ~equlLl::mer.t f~ ~ri~S 19Q5 ROnQS s~l be;Moneys in excess of the reserve require ent for the Prior Bonds on deposit in the reserve account for the Prior Bonds and the Refunded Bonds shall be transferred on the date of the ~~.~ ~he Series 1985 Bonds to the Reserve Account in the iI_l! "t. The reserve requirement for the Prior Bonds shall remain on deposit therein. Moneys on deposit in the Construction Fund created pursuant to the resolution authorizing the Refunded Bonds shall be trans- ferred on the date of the issuance of the Series 1985 Bonds to the City of Winter Springs Construction Fund hereby created and estab- lished. Section 3.03(D) of the resolution authorizing the Refund- ed Bonds shall apply to such transferred funds as though fully set forth herein until all of such funds have been utilized as provid- ed therein. All defined terms used in said section shall have the same meaning as set forth in said resolution except that the term "Sinking Fund" shall mean the "Debt Service Fund" and the term "Certificates of Deposit" shall mean "Investment Securities." Section 20. MODIFICATION OR AMENDMENT. This Resolution may be amended as shall not be inconsistent with the terms and provi- s ions hereof for anyone or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Resolu- tion, (b) to subject to the lien and pledge of this Resolution additional fees and revenues, (c) to grant to or confer upon the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners (d) to permit the registration or qualification of the Bonds for sale under the securities laws of the United States or any of the states of the United States (e) to permit the qualification of this Resolution under the Trust Indenture Act of 1939 or any simi- lar federal statute hereafter in effect and (f) to assure compli- ance with federal arbitrage provisions in effect from time to time. Except as provided in this Section, no material modifica- tion or amendment of this Resolution or of any resolution amenda- tory hereof or supplemental thereto, may be made without the con- sent in writing of the Owners of two-thirds (2/3) or more in prin- cipal amount of the Bonds then Outstanding together with the con- sent in writing of MBIA; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affecting the unconditional promise of the Issuer to pay the principal of and interest on the Bonds as the same shall come due from the Excise Taxes or reduce the per- centage of the owners of the Bonds required to consent to any material modification or amendment hereof without the consent in writing of the Owner or Owners of all such Bonds. Section 21. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the prin- cipal, interest and redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and lien on the funds pledged in favor of the Owners of the Bonds shall be no 24 ~ 4 e e longer in effect. For purposes of the preceding sentence, deposit of sufficient cash and/or Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance including Acquired Obligations) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Owners of the Bonds in respect to which such Federal Securities or certificates of deposi t, principal and interest, received will be sufficient to make timely payment of the principal, interest and redemption premiums, if any, on the Outstanding Bonds, shall be considered "provision for payment." Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determin- ing whether to exercise any such option for early redemption. Nothing herein shall be deemed to require the defeasance of all Outstanding Bonds at any time (i. e., the Issuer may elect to defease one series of Bonds without defeasing all Outstanding series of Bonds. Sect ion 22. SEVERABILITY. If anyone or more of the cove- nants, agreements or provlslons 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, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agree- ments or provisions of this Resolution or of the Bonds issued hereunder. Section 23. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. SECTION 2. This Resolution shall become effective immedi- ately upon its adoption. ADOPTED this ~ day of ~. 1985. y (g~TY ~MMISSION OF \01 r-~ . ER S~7:S ~ Mayor <'C.~(..)-c- (SEAL) THE CITY FLORIDA ATTEST: M4:IT J:' ~ - Ci Y Clerk // ( - Approved as to Form and Legal Sufficiency: City Attorney 25