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HomeMy WebLinkAboutResolution 506 Refunding Revenue Bonds .. t!ESOLUTION NO. _)() b . , , , . I... A RESOLUTION RELATING TO THE ISSUANCE OF NOT EXCEEDING $5,615,000 WATER AND SEWER 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. 491, duly adopted by the City on May 17, 1985, relating to the issuance of not to exceed $5,615,000 Water and Sewer Refunding Revenue Bonds, Series 1985, is hereby amended to read as follows: "A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,615,000 WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1985, OF THE CITY OF WINTER SPRINGS, FLORIDA TO BE APPLIED TO REFUND THE PRINCIPAL, INTEREST AND REDEMPTION PREMIUMS, IF ANY, IN RESPECT TO CERTAIN PRE- SENTLY OUTSTANDING OBLIGATIONS; PLEDGING THE NET REVENUES OF THE WATER AND SEWER SYSTEM OF THE CITY FOR THE PAYMENT OF SAID BONDS; APPROVING THE FORM OF A TRUST AGREEMENT; MAK- ING OTHER COVENANTS AND AGREEMENTS IN CONNEC- TION 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 plural number in each case and vice versa, and words importing persons shall include firms and corporations. (A) "ACQUIRED OBLIGATIONS" shall mean and include any of the following securi ties, if and to the extent the same are at the time legal for investment of funds of the Issuer under the laws of the State of Florida: ~- ~.~ . " (ii) any bonds or other obligations of any state of the Uni ted States of America or of any agency, instrumental i ty or local governmental unit of any such state (a) which are not call- able 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 obli- gations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and inter- est and redemption premium, if any, on such bonds or other obliga- t ions on the maturity date or dates thereof or the spec if ied redemption date or dates pursuant to such irrevocable instruc- tions, 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 deposit in such fund is sufficient to pay princi- pal 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) "ACQUISITION AND IMPROVEMENT FUND" shall mean the City of winter Springs Acqusition and Improvement Fund created pursuant to Section 19 hereof. (C) "ACT" shall mean Chapter 166, Part II, Florida Statutes, as amended and supplemented, the Charter of the Issuer and other appl icable prov is ions of law. (D) "ADDITIONAL PARITY OBLIGATIONS" shall mean additional obligations issued in compliance with the terms, conditions and limitations contained herein which have an equal lien on the Net Revenues and rank equally in all respects with the Series 1985 Bonds issued hereunder. (E) "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 2 ~.'O , for the purpose of p~iding for the payment of ~e Refunded Bonds hereinafter mentioned, which Agreement shall be in substantially the form attached hereto as Exhibit A and incorporated herein by reference. ~ (F) "AMORTIZATION INSTALLMENT" wi th 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. (G) "AVERAGE ANNUAL BOND SERVICE REQUIREMENT" means as of each date on which a series of Bonds is issued, the total amount of Bond Service Requirement to become due on all Bonds deemed to be Outstand ing immed iately afer the issuance of such series of Bonds divided by. the total number of years for which Bonds are deemed to be Outstanding (including any partial years). (H) "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 prov ided by payments into the Interest Account in the Debt Service Fund out of Bond proceeds for a specified period of time. (2) The amount required to pay the principal of Out- standing Serial Bonds maturing in such Bond Year. (3) The Amortization Installment for the Outstanding Term Bonds due in such Bond Year. When determining the amount of principal of and interest on Outstanding Bonds which mature in any year, for purposes of this instrument or the issuance of any Additional Parity Obligations, the stated maturity date of Term Bonds shall be disregarded and the Amortization Installment, if any, appl icable to Term Bond s in such year shall be deemed to mature in such year. (I) "BOND YEAR" shall mean the period beg inning with October 2 of each year and ex tend ing for a period of twelve (12) months thereafter. (J) "BONDS" shall mean the Series 1985 Bonds issued hereun- der, together with any Add i tional Pari ty ObI ig at ions hereafter issued under the terms, conditions and limitations contained herein. (K) "CLERK" shall mean the City Clerk of the Issuer. (L) "CONNECTION CHARGES" shall mean all connection fees and charges assessed by the Issuer to users for the purpose of provid- ing initial connection to the System, but excluding Impact Fees. 3 '.. (M) OCONSULTIN'ENGINEERS" shall mean qu.!fied and recog- nized consulting engineers, having a favorable reputation for skill and experience in the management and operation of facilities of comparable size and character as the System, at the time retained by the Issuer to perform the acts and carry out the du- ties as herein provided for such consulting engineers. . I. (N) "COST OF OPERATION AND MAINTENANCE" of the System shall mean the current expenses, paid or accrued, in the operation, maintenance and repair of the System, as calculated in accordance with generally accepted accounting principles, but shall not include any reserve for renewals and replacements, extraordinary repairs or any allowance for depreciation. (0) "DEBT SERVICE FUND" shall mean the City of winter Springs Water and Sewer Debt Service Fund, which fund shall have within it an Interest Account, a principal Account, a Redemption Account and a Reserve Account. (P) "FEDERAL SECURITIES" shall mean direct obligations of, or obligations the principal of and interest on which are uncondi- tionally guaranteed by the Uni ted States of -America, which are not redeemable prior to maturity at the option of the obligor. (Q) "FISCAL YEAR" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. (R) "GROSS REVENUES" or "REVENUES" shall mean all income or earnings, including Connection Charges, but excluding Impact Fees, from any source received by the Issuer or accrued to the Issuer from the ownership or operation of the System and all parts thereof, incl ud ing investment income, if any, earned on any fund or account, all as calculated in accordance with generally accepted accounting principles, but "Gross Revenues" or "Revenues" shall not include proceeds from the sale or other disposition of the System or any part thereof, condemnation awards or proceeds of insurance received wi th respect to the System. For purposes of Section 18D and 18p of this Resol ution, "Gross Revenues" or "Revenues" shall not include Connection Charges. (S) "IMPACT FEES" shall mean that portion of the fees and charges assessed and collected by the Issuer and paid by a user of the System for initial connection to the System, which shall exceed the actual cost of such connection incurred by the Issuer. (T) "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 Net Revenues: (i) direct obli- gations of, or obligations the principal of and interest on which are uncond i tionally guaranteed by the Uni ted States of America; (ii) bonds, debentures, notes or participation certificates issued by the Federal Banks for Cooperatives, the Federal Intermed iate Credit Banks, the Federal Home Loan Banks, the Export-Import Bank of the United States, the Federal Land Banks, the Federal National 4 '.. . . eth . 1 e . Mortgage Assoclatlon, e Government Natlona Mortgage Assocla- tion, and direct and general obligations of any agency or instru- mental i ty of the Uni ted states of America not included in the foregoing listing; (iii) publ ic Housing Bond sand proj ect Notes fully secured by contracts with the united states; and (iv) nego- tiable or non-negotiable certificates of deposit or time deposits 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 listed under clauses (i) through (iii) 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 certi- ficates 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 secur i ty for the deposits of publ ic moneys under the laws of the State of Florida, or, if there is no such provision, with such off icer of the Issuer as des ignated by the Ci ty; or (b) the amount of such certif icates of depositor time deposits purchased or obtained from any bank, trust company or" national association shall not exceed twenty-five percent (25%) of its capi tal and s urpl us or such other limit, if any, as may be required by the laws of the State of Florida. . " (U) "ISSUER" or "CITY" shall mean the City of winter Springs, Florida. (V) "MAXIMUM BOND SERVICE REQUIREMENT" shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond Serv ice Requirement for the then current or any future Bond Year. (W) "NET REVENUES" of the System shall mean the Revenues or Gross Revenues after deduction of the Cost of Operation and Main- tenance. (X) "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 Bond s 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 del ivered pursuant to Section 11 or Section 13 of this Resolu- tion. (Y) "OWNER OF BONDS" or "OWNER" or any similar term shall mean any person who shall be the registered owner of any such Bond or Bonds. (Z) "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. 5 - \ (AA) "REFUNDED 'NDS" shall winter Springs, Florida Water and 1984. . mean the $5,035,000 City of Sewer Revenue Bonds, Series (BB) "REGISTRAR" shall mean the Paying Agent. (CC) "RENEWAL AND REPLACEMENT FUND" shall mean the City of winter Springs Water and Sewer Renewal and Replacement Fund cre- ated and established pursuant to Section 18B(4) of this Resolu- tion. (DD) "RESERVE REQUIREMENT" shall mean, in any year, the lesser of Max imum Bond Serv ice Requirement, if any, on the Bonds becoming due in any ensuing Fiscal Year or 125% of the Average Annual Bond Service Requirement. (EE) "RETAINED EARNINGS" shall have the same meaning as is ascribed to such term by generally recognized principles and standards of public financial reporting, and notwithstanding the generality of the foregoing, shall mean the accumulated earnings of the System which have been retained in- the Revenue Fund and which are not reserved for any specific purpose. (FF) "SERIES 1985 BONDS" shall mean the not to exceed $5,615,000 City of winter Springs, Florida Water and Sewer Refund- ing Revenue Bonds, Series 1985, authorized pursuant to this Reso- lution. (GG) "SERIAL BONDS" shall mean the Bonds of a series which shall be stated to mature in annual or semi-annual installments. (HH) "SINKING FUND DEPOSIT" shall mean, in any Bond Year, the amount required to be deposited for the benefit of the Bonds into the Debt Service Fund in such year pursuant to this Resolution, and any supplemental resolution as provided herein. (II) "SYSTEM" shall mean the properties and assets, real and personal, tangible and intangible, owned or operated by the Issuer, used or useful for the collection, transmission, treat- ment, and disposal of sewage, and for the supply, storage, treat- ment, transmission and distribution of water, and all properties and assets hereafter constructed or acquired as additions, im- provements, betterments or replacements thereto and extensions thereof. (JJ) "TERM BONDS" shall mean the Bonds of a series, all of which shall be stated to mature on one date. (KK) "TRUST AGREEMENT" shall mean the Trust Agreement authorized pursuant to Section 20 hereof. (LL) "TRUSTEE" shall mean a bank with trust powers or a trust company selected by resolution of the Issuer and at any time serving as Trustee under the Trust Agreement authorized pursuant to this Resolution. 6 Section 3. and declared: FIN.NGS. e It is hereby ascertained, determined (A) The Issuer now owns, operates and maintains the System and derives revenues from rates, fees rentals and other charges made and collected for the services of the System. (B) The Issuer has previously issued the Refunded Bonds, of which $5,035,000 principal amount is outstanding and unpaid as of Ma y 1, 1 98 5 . (C) The Issuer deems it necessary, benefic ial and in its best interest to provide for the refunding of the Refunded Bonds. Certain covenants in the resolution and indenture of trust secur- ing the Refunding Bonds are restrictive to the extent that failure to carryout the refunding program authorized herein will lead to confusion and inc~eased costs for the Issuer. The refunding pro- gram herein described will be advantageous to the Issuer by (1) effecting an overall reduction in debt service applicable to bonded indebtedness issued to finance the System, and (2) revising certain terms and covenants previously made .for the benefit of the holders of the Refunded Bonds and restructuring of debt to the advantage of the Issuer. (D) The estimated sum required for such refunding program is the sum of not exceeding $5,615,000 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. (E) A portion of the proceeds of the Bonds and other funds available for such purpose, shall be deposited pursuant to the Agreement, in sufficient amounts to make timely payments of all presently outstanding principal, interest and redemption 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 invest- ments as will produce escrow deposit income sufficient to make timely payments of all principal of, redemption premiums and interest on the Refunded Bonds. (F) The principal of and interest on the Bonds and all requi red reserve and other payments shall be payable solely from the Net Revenues 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. (G) The Net Revenues 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, including payments required to be made to the Debt Service Fund. 7 Section 4. AuloRIZATION authorized the refunding of the v id ed herein. . OF REFUNDING. There is hereby Refunded Bonds in the manner pro- Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration 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 Bond s, all of wh ich shall be of equal rank and wi thout preference, priori ty 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 "Water and Sewer Refunding Revenue Bonds, Series 1985", are authorized to be issued in the aggregate principal amount of not exceeding $5,615,000. Section 7. DESCRIPTION OF SERIES 1985 BONDS. The Series 1985 Bonds shall be issued in fully reg istered 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 payable semiannually on Apr il 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 authent icat ion interest is in defaul t, 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 office 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 8 of the Issuer herei'fter provided for as the~egistered Owner thereof, at the close of business on the fifteenth day (whether or not a business day) of the month immediately preceding such inter- est 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 be corne 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- c ient for all purposes the same as if he has remained in off ice 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 al though 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 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 f and such certificate of the paying Agent upon any such Series 1985 Bonds shall be con- clusive evidence that such Series 1985 has been duly authenticated and del ivered under this Resolution. The Paying Agent's certif i- cate of authentication on any Series 1985 Bond shall be deemed to have been duly executed if signed by an authorized officer 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 satisfactory 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 Bonds or Series 1985 Bonds so surrendered. 9 . , e . The Paying Agent shall make provisions 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 registered 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 istrat ion 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 10 e . 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 substi tution 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 conditions 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 fund~, as hereinafter pledged, to the same extent as all other Series 1985 Bonds issued hereunder. Section 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 validity of the proceedings for such redemption with respect to Owners of Series 1985 Bonds to which notice was duly mailed here- under. Each such not ice 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. 1 1 e . 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: 12 , No. R - e . $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF SEMINOLE CITY OF WINTER SPRINGS WATER AND SEWER REFUNDING REVENUE BOND, SERIES 1985 KNOW ALL MEN BY THESE PRESENTS.. that the City of winter Springs, Florida (hereinafter called "City"), for value received, hereby promises to pay to the order of , or registered assigns, as herein provided, on the day of , upon the 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 reg istra tion 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 Bond s of this issue shall be subj ect 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 refund ing certain obI ig ations of the City issued to acquire and improve a water and sewer system, pursuant to the authori ty of and in full compl iance with the Consti tution and Statutes of the State of Florida, including particularly Chap- ter 166, Part II, Florida Statutes, other applicable provisions of law, a resolution duly adopted by the City on , 1985, as amended and supplemented (hereinafter collectively called 13 '" "Resolution"), and a.rust Agreement dated as 1985 between the Issuer and ment") and is subject to all the terms and Resolution and such Trust Agreement. . Ot {the "Trust Agree- conditions of such This Bond is payable solely from and secured by a prior lien upon and pledge of the Net Revenues, as defined in the Resolution, derived and collected by the City from the operation of the City's water and sewer system (the "System"), in the manner provided in the Resol ution. This Bond does not consti tute an indebtedness of the City wi thin the meaning of any consti tut ional, 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 Debt Serv ice Fund, reserve or other payments prov ided for in the Resolution. It is further agreed between the City and the Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the System, or any part thereof, or on any other property of or in the City, but shall constitute a lien only on the Net Revenues derived from the operation of the System all in the manner provided in the Resolution. The City in the Resolution has covenanted and agreed with the Owners of the Bonds of this issue to fix, establish, maintain and collect such rates, fees, rentals and other charges for the ser- vice of the System so as to always provide in each year Revenues, as defined in the Resolution, sufficient to pay the costs of operation and maintenance of the System in such year and all reserve or other payments provided for in the Resolution, and 125% of all debt service requirements coming due in such year on the Bonds and all outstanding additional parity obligations, and that such rates, fees, rentals and other charges will not be reduced so as to be insufficient to provide Revenues for such purposes. The City has entered into certain further covenants with the Owners of the Bonds of this issue for the terms of which reference is made to the Resolution and the Trust Agreement. It is hereby certified and recited that all acts, conditions and thing s required to ex ist, to happen and to be performed prece- dent to and in the issuance of this Bond ex ist, 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 qual i ties and incidents of a negotiable instrument under the Uniform Commercial Code - Invest- ment Securities Law of the State of Florida. 14 The transfer Of~iS Bond is registrable bjlthe 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. Th is Bond shall not be val id or become obI ig atory 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 cert if icate 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 of.ficers' 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 15 CE~FICATE OF AUTHENTICATION ~ This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution. Date of Authentication: paying Agent, as Authenticating Agent 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 attached bond of the City hereby constitute and appoint , attorney, to transfer the said bond on the books kept for reg istration thereof, with full power of substitution in the premises. (Please insert assignee) of winter Springs, Florida, and does Date Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. NOTICE: No transfer will be 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 al teration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. If the Transferee is a trust 7 the names and Social Security or Federal Employer Identification Numbers of the settlor and beneficiaries of the trust, the Federal Employer Identification Number and date of the trust and the name of the trustee should be supplied. [End of Form of Series 1985 Bond] 16 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 appl ied by the Is suer s imul taneously wi th the del i very 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 created 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. 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 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 consti tute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of 17 e _ Florida, but shall be payable solely from and secured by a lien upon and a pledge of the Net Revenues 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 Net Revenues from the operation of the System, and the Issuer does irrevocably pledge such Net Revenues to the payment of the principal of and interest on the Bonds, for the reserves therefor and for all other required payments. Section 18. : COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Bonds shall be Outstanding 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. REVENUE FUND. The entire Gross Revenues derived from the operation of the System shall upon receipt thereof be deposited in the "City of Winter Springs Water and Sewer Revenue Fund" (herein- after called the "Revenue Fund"), hereby created and established. Such Revenue 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 REVENUES. All revenues at any time re- maining on deposit in the Revenue Fund after payment of Cost of Operation and Maintenance 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 the moneys remaining in the Revenue Fund, the Issuer shall next deposit into a separate fund which is hereby created and designated "Ci ty of Winter Springs Water and Sewer Debt Service Fund" to be held in trust by the Trustee pursuant to the Trust Agreement (herein called the "Debt Service Fund"), which shall be credited to the following accounts, 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 18 e e depos i ted wi th the Paying Agent for the Bond s 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 maturi ty 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 Instal- lments established by subsequent resolution of the Issuer The moneys on deposit in the Redemption Account shall be withdrawn and depos i ted with the paying Agent for the Bond s 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 sufficient to pay any Amortization Installment established by any subsequent resolution of the Issuer. (2) From the moneys on deposit in the Revenue Fund the Issuer shall next deposit into a special account in the Debt Serv ice Fund hereby created and designated the "Reserve Account", to be held in trust by the Trustee pursuant to the Trust Agree- ment, a monthly sum of not less than one-sixtieth (1/60) of the Reserve Requirement. No further deposits shall be required to be made into the Reserve Account whenever the full Reserve Require- ment shall be on deposit therein. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys available in the Revenue Fund after all required payments from the Revenue Fund (including all deficiencies in prior required payments therefrom) have been made in full. 19 e -- Moneys in the Reserve Account shall be used only for the purpose of paying Bond Serv ice Requirement on the BOnds when the other moneys in the Debt Serv ice Fund are insuff icient. therefor, and for no other purpose. Whenever the amount:. on deposit in t.he Reserve Account exceeds the then current Reserve Requirement, the excess shall be withdrawn from the Reserve Account by the Truatee and deposited in any account in the Debt Service Fund. (3) Opon 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 prov1~ed with respect: to the Bonds in! tially issued under this Resolution. (4) The Issuer shall next apply and deposit monthly from the moneys remaining on deposit in the Revenue Fund into a special account to be known as the "ei ty of winter Springs water and Sewer Renewal and Replacement Fund" (hereinafter called the "Renewal and Replacement Fund"), which fund is hereby created and established, an amount equal to one-twelfth (1/l2th) of five percent (5'> of the Gross Revenues received during the immediately preceding Fiscal Year, such deposit to be continued to be made for the purpose of this account; provided that no deposit shall be required to be made so long as there is an amount on deposit in the Renewal and Replacement Fund in the amount of 5' of the Grols Revenues received during the immed iately preceed inq Fiscal Year. ~he moneys in the Renewal and Replacement Fund shall be used only for the purpose of paying the cost of extensions, enlargements or additions t.o, or the replacement of capital assets of the Sy.tern and emergency repairs thereto. Such moneys on deposit in such account shall also be used to supplement the Reserve Account in the Debt Service Fund, if necessary, in order to prevent a default in the payment of the principal of and interest on the Bonds. (5) Fifty percent (SO,) of the balance of any moneys remaining in the Revenue Fund after the above requiredpaynulnts have been made may be used for any lawful purpose; provided, however, t.hat none of said money shall be used for any purposes other than those hereinabove specified unless all current pay- ments I including any deficiencies for prior payments, have been made in full and unless the Issuer shall have complied fully wit.h all the covenants and provisions of this Resolution. The remain- ing fifty percent (50') of the balance of any moneys remaining in the Revenue Fund shall remain in the Revenue Fund or shall, at the opt.ion of the City, be deposited 1n the Renewal and Replacement Fund. (6) The Debt Service Fund (including the ~eserve Account and all accounts therein), the Renewal and Replacement Fund, the Revenue Fund, the Acquisition and Improvement Fund and any other special funds herein established and created shall 20 , . constitute trust fun! for the purposes provide'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 depos it in the Revenue Fund and the Debt Serv ice Fund may be invested and reinvested in Investment Securi ties (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. The moneys in the Renewal and Replacement Fund may be invested up to five (5) years. Moneys in the Reserve Account may be invested and reinvested in Investment Securi ties maturing not later than the last maturi ty of the Series 1985 Bonds or Additional 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. (7) 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. (8) 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. Provided, however 1 the Debt Service Fund, including the Reserve Account therein, should be held in trust by the Trustee pursuant to the Trust Agreement. 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 Audi ting and Financial Reporting", but rather is intended solely to consti tute an earmarking of certain revenues and assets of the System for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. The Issuer may maintain separate accounts for the System wi thin the funds and accounts described herein. C. OPERATION AND MAINTENANCE. The Issuer will maintain the System and all parts thereof in good cond i tion and will operate the same in an efficient and economical manner, making such expen- d i tures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. 21 . . D. RATE COVEN.. The Issuer will fix, .tablish, revise from time to time whenever necessary, maintain and collect all such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which will always provide revenues in each year sufficient to pay all the Cost of Operation and Maintenance of the System as the same shall become due plus one hundred twenty-five per centum (125%) of the Bond Service Requirement becoming due in such Bond Year upon the Bonds and any other obligations intended to be paid from such Net Revenues after excluding from such Bond Service Requirement. Such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide revenues for such purposes. In the event the audit referred to in 18E hereof shows that the Issuer is not in compliance with the rate covenant set forth in 180, within thirty (30) days after such audit, the Consulting Engineer will recommend suggested fees, rates, rentals and other charges for the use of the products, services and facilities of the System suffi- cient to meet the requirements of this Section 180. The Issuer hereby covenants and agrees to immediately adj ust (to the extent permitted by law), such rates, fees and other charges to comply with the requirements of this Section 180. 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 of the System. 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 Fiscal Year cause an audit of such books, records and accounts to be made by an independent firm of certified public accountants. Each such audit, in addi- tion to whatever matters may be deemed proper by said firm of certified public accountants to be included therein, shall, wi th- out limiting the generality of the foregoing, include the following: (1) A statement in reasonable detail of the income and expenditures of the System 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- tion by Owners of Bonds, and shall be sent to the nationally recognized bond rating agencies and to the ini tial purchasers of the Bond s . F. MORTGAGE OR SALE OF SYSTEM. The Issuer shall not sell, lease, encumber or in any manner dispose of the System as a whole until all of the Bonds or any subsequently issued pari ty bonds shall have been paid in full as to both principal and interest, 22 " prov ided, however, t! this prov ision and notFii'in this Resolu- tion, particularly Paragraph G immed iately be?tow, shall prohibit the sale, lease or transfer of the System -ef any part of the System to another unit of local government esk~blished by law for the purpose of owning and operating water and)~ewer facilities. G. SALE OR DISPOSITION OF CERTAIN PAR..r~ OF SYSTEM. The Issuer may sell or dispose of, for fair marketOvalue, any proper- ties or parts of the System which the Consu~l3ing Eng ineer shall certify in writing are not necessary for the ~ntinuing operation of the System, and that the sale or disposa]e of which will not adversely affect the Revenues derived from thle= System to such an extent that the Issuer will fail to comply w~th the covenants of this Resolution. The proceeds derived from any sale or disposal of any proper- ties or parts of ;the System as provided for~llin the above para- graph, in the discretion of the Issuer, be (I) deposited in the Renewal and Replacement Fund and used exclusi~ly for the purpose of paying the cost of extensions, enlargementsSer additions to, or the replacement of capital assets of the System and for any unu- sual or extraordinary repairs, or for the cons€~uction or acquisi- tion of additions, extensions and improvemen't::W"to the System, or (2) for the purchase or retirement of the Bon€l~:", provided, howev- er, that if the Consul ting Eng ineer certif"ied i"that the proceeds are necessary for the purpose stated in"pafJt (1) above, such proceeds shall remain in the Renewal and Repl1acement Fund until such certified requirements are satisfiedancr the proceeds shall not be used for any other purpose allowed by t~~s Resolution. H. INSURANCE. The Issuer will maintairt'>2fire and windstorm insurance on all buildings and structures of Ute works and proper- ties of the System which are subject to loss tfirough fire or wind- storm, public liability insurance, and such o~€r insurance as is generally carried on similar property at leas"tr in such amounts as are normally carried in the operation of a simrlar public utility system wi thin the State of Florida. Any such Fl:.nsurance shall be pI aced \'li th a nationally recogni zed reputable Cinsurer and shall be carried for the benefit of the Owners of the Bonds. In lieu of carrying such insurance the Issuer may self-i'ns!ure to the extent customary with utilities operating like prop@t'ties. All moneys received for losses under any such insurance,;~}{cept public liabi- 1 i ty, are hereby pledged by the Ci ty as secu.ri ty for the Bonds, un t il and unless such proceed s are used to CI'~medy the loss or damage for which such proceeds are received, o:::@ither by repairing the property damage or replacing the propertyawould be possible from the date of the receipt of the proceeds of the insurance. I. NO FREE SERVICE. So long as any Bon<ps are Outstanding, the Issuer shall not Furnish or supply the'f#cil i ties , services and commod i ties of the System free of charge €b any person, firm or corporation, public or private. The IssU'er shall promptly enforce the payment of any and all accounts o~ing to the Issuer and delinquent, by discontinuing service Oil by filing suits, 23 ~ > > "1 ~... T ';.r~ a. ,. '..l t old U ~f-:1 :xtl a J ct- t.h~; it ..:7 b- 31' !~, i r .. ~', ,-' f '_" . ~; ., }. 4~. 1 t -t :)'1 ;,'j :,.'"' , ':'., t()'J< h ... actions or proceed in', or by both discontinua! of filing suit. service and Notwithstanding the foregoing, the Issuer shall not be requi red to impose any fees or charges for the collection, trans- mission, treatment or disposal of storm water runoff or the supply of water to fire service. J. ENFORCEMENT OF COLLECTIONS. The Issuer will dil igently enforce and collect the rates, fees and other charges for the ser- vices and facil ities of the System herein pledged i will take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall become del inquent 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. K. REMEDIES. Article VII of the Trust Agreement is hereby incorporated by reference and shall apply to this Resolution as though fully set forth herein. L. CONSULTING ENGINEERS. The Issuer shall employ qualified Consul t ing Eng ineers in an ad v isory.capac i ty to inspect the fac il- ities of the System and to make reports and recommendations with respect thereto and concerning the operation, maintenance f re- placements, property addi tions and improvements thereto as re- quested by the Issuer. A copy of each report shall be available and shall remain on file with the City Clerk for public inspec- tion. M. MANDATORY CONNECTIONS. The Issuer will, to the full extent permitted by law, require all lands, buildings and struc- tures within the Issuer's service area fronting or abutting on the lines of the System, or any part thereof, or which can use the facilities of the System to connect with and use such facilities within ninety (90) days after notification that service is avail- able. The Issuer will not grant a franchise for the operation of any competing utility system until all Bonds issued hereunder to- gether with the interest thereon have been paid in full; provided however, nothing in this Resolution shall effect the validity of any franchises ex isting on the effective date of this Resolution for the operation of any utility system within the City. N. NO COMPETING SYSTEM. To the full extent permitted by law, the Issuer will not grant, or cause, consent to or allow the granting of, any franchise or permit to any person, firm, corpora- tion or body, or agency or instrumentality whatsoever, for the the furnishing of water or sewer services which the Issuer determines will adversely affect the revenues of the System; provided how- ever, nothing in this Resolution shall effect the validity of any franchise existing on the effective date of this resolution for the operation of any utility system within the City. 24 '- - e 'II . O. ISSUANCE OF~HER OBLIGATIONS. The Issuer Wl not lssue any other obligations payable from the Revenues of the System nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priori ty to or being on a parity wi th the lien of the Bonds issued pursuant to this Resolution and the interest thereon, upon said Revenues ex- cept under the conditions and in the manner provided herein. Any obligations issued by the Issuer other than the Bonds herein au- thorized and Additional Parity Obligations provided for in Subsec- tion P below, payable from such Revenues, shall contain an express statement that such obligations are junior, inferior and subordin- ate in all respects to the Bonds herein authorized, as to lien on and source and security for payment from such Revenues. P. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional parity Obligations, payable on a parity from the Net Revenues of the System with the Bonds herein authorized, shall be issued after the issuance of any Bonds herein authorized, except upon the con- ditions and in the manner hereinafter provided: (1) Any such obligations shall be issued solely for the purpose of extending, enlarging, improving or adding to the facil- i ties of the System 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 sui table experience and responsibil i ty stating: (a) that the books and records of the City relative to the System have been audited by him; (b) the amount of the Net Revenues of the System, derived for the Fiscal Year preceding the date of issuance of the proposed Additional Parity Obligations with respect to which such certificate is made, adjusted as herein below provided (c) that the aggregate amount of such Net Revenues, as adj usted, from the System, for such preceding Fiscal Year is equal to not less than one hundred twenty-five (125%) percent of the Maximum Bond Service Requi rement on (i) all obI ig ations issued under this Resol ution, if any, then Outstanding, and (ii) on the Additional parity Obli- gations with respect to which such certificate is made. (3) Upon recommendation of the Consulting Eng ineers, historical Net Revenues of the System may be adjusted for purposes of this Section by includi.ng 100% of the additional Net Revenues, wh ich in the opinion of the Consul t ing Eng ineer would have been derived by the Issuer from rate increases adopted and in effect before the Additional Parity Obligations are issued. (4) The Issuer shall not be in default in the carrying out of any of the obligations assumed under this Resolution 1 and all payments required by this Resolution to be made into the funds and accounts established hereunder shall have been made to the full extent required. 25 . . e e (5) The Bond Service Requirement on the Bonds shall be substantially level. (6) The resolution authorizing the issuance of the Additional Parity Obligations shall recite that all of the cove- nants contained herein will be applicable to such Additional Parity Obligations, shall bear interest payable semi-annually on April 1 and October 1 of each year and shall mature annually or semiannually on October 1 and/or April 1 of the year of maturity thereof. (7) For the purposes of this Subsection only, the term Net Revenues shall not include investment income derived from the Acquisition and Improvement Fund or any similar fund created for any Additional Parity Obligations. . ( 8 ) Upon tions, the Reserve Requirement. the issuance of the Additional Parity Obliga- Account shall contain therein the Reserve Q. 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 b~ "arbitrage bonds" within the meaning of the Internal Revenue Code of 1954. The City 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. ACQUISITION AND IMPROVEMENT FUND AND TRANSFER OF FUNDS FOR REFUNDED BONDS. Except as provided in this Section 19, all moneys on deposit in the various funds and accounts created pursuant to the resolution and the Indenture of Trust securing the Refunded Bonds shall be transferred upon the issuance of the Series 1985 Bonds to the corresponding fund or account created pursuant to this Resolution. Moneys in excess of the Reserve Requirement for the Series 1985 Bonds in the Reserve Requirement for the Series 1985 Bonds in the reserve account for the Refunded Bonds, if any, shall, at the direction of the Mayor and Ci ty Manager be transferred to the Escrow Holder for deposit pursuant to the Escrow Deposit Agreement or shall be used to pay components of Bond Service Requirement on the Series 1985 Bonds at the earliest possible date. Moneys on deposit in the Acquisition and Improvement Fund created pursuant to the resolution authorizing the Refunded Bonds shall be transferred on the date of the issuance of the Series 1985 Bonds to the City of Winter Springs Acquisition and Improve- ment Fund hereby created and established. Section 17 of the reso- lution authorizing the Refunded Bonds shall apply to such trans- ferred funds as though fully set forth herein until all of such funds have been utilized as provided therein. All defined terms used in said Section 19 shall have the same meaning as set forth in this Resolution. 26 . . e e Section 20. AUTHORIZATION OF TRUST AGREEMENT. In order to more fully secure the Bonds, by providing for the deposit and disposition of moneys in the Debt Service Fund, by providing for the rights of the Trustee upon default by the Issuer and by providing for certain other rights of the Owners of the Bonds, the Mayor and the Clerk are auth~rized to execute the Trust Agreement attached hereto as Exhibit I~" with the Trustee, with such inser- tions, omissions, substitutions and additions as shall be made and approved by the officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. Section 21. MODIFICATION OR AMENDMENT. This Resolution may be amended wi thout approval of the Owners of the Bonds for the reasons set forth in Section 1001 of the Trust Agreement. Except as provided in said Section 1001, no material modification or amendment of this Resolution or of any resolution amendatory here- of or supplemental thereto, may be made wi thout the consent in writing of the Owners of two-thirds (2/3) or more in principal amount of the Bonds then Outstanding; 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 uncondi- tional promise of the Issuer to pay the principal of and interest on the Bonds as the same shall come due from the Net Revenues of the System or reduce the percentage 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 22. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, 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 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 deposit, 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 Tssuer 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 (1. e., the Issuer may elect to defease one series of Bonds without defeasing all Outstanding series of Bonds. 27 . ~ . . Section 23. SEVERABILITY. If anyone or more of the cove nants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, 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 hereunoer. Section 24. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. SECTION 2. This Resolution shall become effective immediate- ly upon its adoptjon. ADOPTED this ~ day of ~, 198.5. . CITY C MMISSION OF THE CITY W ER 80'::= Mayor (SEAL) ATTEST: ~r~ C ty Clerk Approved as to Form and Legal Sufficiency: City Attorney 28