HomeMy WebLinkAboutResolution 690 Refunding Revenue Bonds
RESOLUTION NO. 690
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$17,000,000 WATER AND SEWER REFUNDING REVENUE BONDS,
SERIES 1992, OF THE CITY OF WINTER SPRINGS, FLORIDA TO BE
APPLIED TO REFUND THE CITY'S PRESENTLY OUTSTANDING WATER
AND SEWER REVENUE BONDS, SERIES 1990 AND THE CITY'S
PRESENTLY OUTSTANDING SERIES 1989 UTILITY REVENUE BOND
ANTICIPATION NOTE; PLEDGING THE NET REVENUES OF THE
COMBINED WATER AND SEWER SYSTEM OF THE CITY FOR THE
PAYMENT OF SAID REFUNDING BONDS; PROVIDING FOR THE RIGHTS
OF THE HOLDERS OF SUCH BONDS; MAKING OTHER COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the Constitution of the State of Florida;
Chapter 166, Part II, Florida Statutes, as amended and supplement-
ed, Chapter 72-718, Laws of Florida, Special Act of 1972, as
amended and supplemented, being the Charter of the City of winter
Springs and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise
requires, the terms defined in this section shall have the meanings
specified in this section. Words importing singular number shall
include the plural number in each case and vice versa, and words
importing persons shall include firms and corporations.
(A) "ACT" shall mean Chapter 166, Part II, Florida Statutes,
as amended and supplemented, the Charter of the Issuer and other
applicable provisions of law.
(B) "ACT OF BANKRUPTCY" shall mean (1) the Issuer shall be
adjudicated a bankrupt or become subject to an order for relief
under federal bankruptcy law, (2) the Issuer shall institute any
proceedings seeking an order for relief under federal bankruptcy
law or seeking to be adjudicated a bankrupt or insol vent, or
seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or its debts under any
law relating to bankruptcy or insol vency, (3) there shall be
appointed a receiver, liquidator or similar official for the Issuer
under any law relating to bankruptcy or insolvency, or (4) without
the application, approval or consent of the Issuer, a receiver,
trustee, examiner, liquidator or similar official shall be
appointed for the Issuer, or a proceeding described in (2) above
shall be instituted against the Issuer, and such appointment
continues undischarged or such proceeding continues undismissed or
unstayed for a period of thirty (30) consecutive days. The mere
declaration of a state of financial emergency under section
218.503, Florida Statutes, shall not, in and of itself, constitute
an Act of Bankruptcy.
(C) "ADDITIONAL PARITY OBLIGATIONS" shall mean additional
obligations issued in compliance with the terms, conditions and
limitations contained herein and in the Original Resolution and
which (i) shall have a lien on the Net Revenues equal to that of
the Series 1992 Bonds and the Parity Bonds, (ii) shall be payable
from the Net Revenues on a parity with the Series 1992 Bonds and
the Parity Bonds, and (iii) rank equally in all other respects with
the Series 1992 Bonds and the Parity Bonds.
(D) "AGREEMENT" or "ESCROW DEPOSIT 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 all or part of the Refunded Bonds hereinafter mentioned,
which Agreement shall be in substantially the form attached hereto
as Exhibit A and incorporated herein by reference.
(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 obliga-
tions.
(F) "AUTHORIZED NEWSPAPERS" shall mean a financial newspaper
of general circulation in the Borough of Manhattan, City and State
of New York (including, at such times as they are published, The
New York Times, The Dailv Bond Buver or The Wall Street Journal)
and a newspaper of general circulation in the City of winter
Springs, Florida which in each case, is customarily published at
least once a day for at least five days (other than legal holidays)
in each calendar week, printed in the English language.
(G) "AVERAGE ANNUAL BOND SERVICE REQUIREMENT" means as of
each date on which a Series of Bonds is issued, the total amount of
the Bond Service Requirement to become due on all Bonds deemed to
be outstanding immediately after the issuance of such Series of
Bonds divided by the total number of years for which Bonds are
deemed to be Outstanding (including any partial years), except that
with respect to any Bonds for which Amortization Installments have
been established, the amount of principal coming due on the final
maturity date with respect to such Bonds shall be reduced by the
aggregate principal amount of such Bonds that are to be redeemed
from Amortization Installments to be made in prior Bond Years.
(H) "BOND ANTICIPATION NOTES" shall mean notes of the Issuer
issued in anticipation of any Series of Bonds and shall be secured
by a lien on the proceeds of the Series of Bonds for which such
Bond Anticipation Notes were issued.
(I) "BOND SERVICE REQUIREMENT" shall mean, for any Bond Year,
at any time, the amount required to be deposited in such Bond Year
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into the Debt Service Fund, as provided herein. For purpose of
calculating Bond Service Requirement with respect to Designated
Maturity Obligations, the unamortized principal coming due on the
final maturity date thereof shall not be included and in lieu
thereof there shall be added to Bond Service Requirement for the
Bond Year in which such final maturity occurs and to each Bond Year
thereafter through the 25th anniversary of the final maturity of
such Designated Maturity Obligation (the "Reamortization Period")
the amount of substantially level principal and interest paYments
(using the same interest rate actually applicable to such unamor-
tized Bonds before maturity) that if paid in each year during the
Reamortization Period would be sufficient to pay in full the
unamortized portion of such Designated Maturity obligations by such
anniversary (the "Amortization PaYment"); provided, however, for
the current Bond Year interest coming due on such Designated
Maturity Obligations shall be deducted from the Amortization
PaYment. with respect to Variable Rate Bonds, the interest rate
used to calculate the Bond Service Requirement shall be assumed to
be one hundred ten percent (110%) of the greater of (a) the daily
average interest rate on such Variable Rate Bonds during the twelve
months ending with the month preceding the date of calculation or
(b) the most recent effective interest on such Variable Rate Bonds
prior to the date of calculation. If such Variable Rate Bonds were
not outstanding for a full twelve months ending with the month
immediately preceding the date of calculation, the rate described
in clause (b) of the immediately preceding sentence shall be used.
If Bonds are Option Bonds, the date or dates of tender shall be
disregarded, unless actually tendered and not remarketed, and the
stated maturity dates thereof shall be used for purposes of this
calculation, if such Option Bonds are required to be paid from Net
Revenues hereunder on such date of tender.
(J) "BONDS" shall mean the Parity Bonds, the Series 1992
Bonds issued hereunder, together with any Additional Parity
Obligations hereafter issued under the terms, conditions and
limitations contained herein and in the Original Resolution.
(K) "BOND YEAR" shall mean the period beginning with October
2 of each year and extending for a period of twelve (12) months
thereafter.
(L) "BOND COUNSEL" shall mean a firm of nationally recognized
attorneys at law experienced in the issuance of bonds the interest
on which is excluded from gross income of the Holders thereof for
purposes of Federal income taxation under the Internal Revenue Code
of 1986, as amended.
(M) "BUSINESS DAY" shall mean any day other than on Saturday,
Sunday or a day on which banking institutions located in the State
of Florida are required or authorized to remain closed.
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(N) "CAPITAL APPRECIATION BONDS" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be
determined by subsequent resolution of the Issuer. In the case of
Capi tal Appreciation Bonds that are convertible to Bonds with
interest payable prior to maturity or redemption of such Bonds,
such Bonds shall be considered Capital Appreciation Bonds only
during the period of time prior to such conversion.
(0) "CAPITAL APPRECIATION INCOME BONDS" means those Bonds
initially issued as Capital Appreciation Bonds and which become
Current Interest Bonds when the original issue amount and the
compounded Amount equals $5,000 principal amount or an integral
mul tiple thereof as determined by subsequent resolution of the
Issuer.
(P) "CLERK" shall mean the City Clerk of the Issuer.
(Q) "COMPOUNDED AMOUNTS" means the amounts as to which
reference is made that establish the amounts payable at maturity or
upon redemption prior to maturity on the Capital Appreciation
Bonds. Such amounts shall be determined by subsequent resolution
of the Issuer.
(R) "CONNECTION CHARGES" shall mean all fees and charges
assessed by the Issuer to users for the actual cost of connecting
to the System, but shall not include any Impact Fees.
(S) "CONSULTING ENGINEERS" shall mean qualified 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 duties as
herein provided for such consulting engineers.
(T) "CONTRIBUTIONS IN AID OF CONSTRUCTION" shall mean any
amount or item of money, services, or property received by the
Issuer, any portion of which is provided at no cost to the System,
which represents an addition or transfer to the capital of the
System, and which is utilized to offset the acquisition, improve-
ment or construction costs of the System.
(U) "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.
,<V) "CURRENT INTEREST BONDS" means the aggregate principal
amount of the Bonds that bear interest payable semiannually on such
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dates as shall be determined by subsequent resolution of the
Issuer.
(W) "DEBT SERVICE FUND" shall mean the City of winter springs
Water and Sewer Debt Service Fund created pursuant to the Original
Resolution, which fund has within it an Interest Account, a
Principal Account, a Redemption Account and a Reserve Account.
(X) "DEFEASANCE OBLIGATIONS" shall mean the following:
A. Cash
B. U.S. Treasury Certificates, Notes and Bonds (including
State and Local Government Series -- "SLGS").
C. Direct obligations of the Treasury which have been
stripped by the Treasury itself, CATS, TIGRS and similar
securities.
D. Resolution Funding Corp. (REFCORP) Only the interest
component of REFCORP strips which have been stripped by
request to the Federal Reserve Bank of New York in book
entry form are acceptable.
E. Pre-refunded municipal bonds rated "Aaa" by Moody's and
"AAA" by S&P. If however, the issue is only rated by S&P
(Le., there is no Moody's rating), then the pre-refunded
bonds must have been pre-refunded with cash, direct U.S.
or U. S. guaranteed obligations, or AAA rated pre-refunded
municipals to satisfy this condition.
F. Obligations issued by the following agencies which are
backed by the full faith and credit of the U.S.:
a. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates
of beneficial ownership.
b. Farmers Home Administration (FHA)
Certificates of beneficial ownership
c. Federal Financinq Bank
d. General Services Administration
participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U. S. Department of Housinq and Urban Develo-pment
(HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guar-
anteed debentures
U.S. Public Housing Notes and Bonds - U.S. govern-
ment guaranteed public housing notes and bonds
(Y) "DESIGNATED MATURITY OBLIGATIONS" shall mean all of the
Bonds of a Series or a particular maturity thereof, so designated
by the Issuer by resolution prior to the issuance thereof, for
which no Amortization Installments have been established.
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(Z) "ESCROW AGENT" shall mean a bank with trust powers or a
trust company appointed by the Issuer as a party to any Agreement
approved by the Issuer for the purposes set forth in Section 24 of
this Resolution.
(AA) "FISCAL YEAR" shall mean the period commencing on October
1 of each year and ending on the succeeding September 30.
(BB) "GROSS REVENUES" or "REVENUES" shall mean all income or
earnings, including Connection Charges, from any source received by
the Issuer or accrued to the Issuer from the ownership or operation
of the System and all parts thereof, including investment income,
if any, earned on any fund or account established by the Issuer for
the system, 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 with respect to the System. Gross Revenues also do not
include contributions in Aid of Construction or Impact Fees.
(CC) "IMPACT FEES" shall mean the fees imposed by the Issuer
on new users connecting to the System which represent a pro rata
share of the costs of the System which are attributable to the
increased demand such additional connections create upon the
System.
(DO) "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 Revenues:
A. Direct obligations of the United States of America
(including obligations issued or held in book-entry form
on the books of the Department of the Treasury) or
obligations the principal of and interest on which are
unconditionally guaranteed by the united States of
America.
B. Bonds, debentures, notes or other evidence of indebted-
ness issued or guaranteed by any of the following federal
agencies and provided such obligations are backed by the
full faith and credit of the United States of America:
1. U. S. Export-Import Bank: Direct obligations or
fully guaranteed certificates of beneficial owner-
ship
2. Farmers Home Administration: certificates of
beneficial ownership
3. Federal Financinq Bank
4. Federal Housinq Administration Debentures
5. General Services Administration: Participation
certificates
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6. Government National Mortqaqe Association ("GNMA"):
GNMA - guaranteed mortgage-backed bonds; GNMA -
guaranteed pass-through obligations (not acceptable
for certain cash-flow sensitive issues.)
7. U.S. Maritime Administration: Guaranteed Title XI
financing
8. New Communities Debentures: U.S. government guar-
anteed debentures
9. U.S. Public Housinq Notes and Bonds: U.S. govern-
ment guaranteed public housing notes and bonds
10. U.S. Department of Housinq and Urban Development:
Project Notes; Local Authority Bonds
C. Bonds, debentures, notes or other evidence of indebted-
ness issued or guaranteed by any of the following U.s.
government agencies (non-full faith and credit agencies) :
1. Federal Home Loan Bank System: Senior debt obliga-
tions
2. Federal Home Loan Mortgaqe Corporation: Participa-
tion Certificates; Senior debt obligations
3. Federal National Mortqaqe Association: Mortgage-
backed securities and senior debt obligations
4. Student Loan Marketing Association: Senior debt
obligations
D. Money market funds registered under the Federal Invest-
ment Company Act of 1940, whose shares are registered
under the Federal Securities Act of 1933, and having a
rating by S&P of AAAm-G; AAAm; or AAm.
E. certificates of deposit secured at all times by collater-
al described in (A) and/or (B) above. Such certificates
must be issued by commercial banks, savings and loan
associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must
have a perfected first security interest in the collater-
al.
F. certificates of deposit, savings accounts, deposit
accounts or money market deposits which are fully insured
by FDIC or FSLIC.
G. Investment Agreements, including GIC' s, acceptable to
MBIA.
H. Commercial paper rated, at the time of purchase, IIprime -
1" by Moody's or "A-1" or better by S&P.
I. Bonds or notes issued by any state or municipality which
are rated by Moody's or S&P in one of the two highest
rating categories assigned by such agencies.
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J. Federal funds or bankers acceptances with a minimum term
of one year of any bank which has an unsecured, uninsured
and unguaranteed obligation rating of "Prime - 1" or "A3"
or better by Moody's and "A-1" or "A" or better by S&P.
K. Repurchase agreements provide for the transfer of
securities from a dealer bank or securities firm (sell-
er/borrower) to a municipal entity (buyer/lender), and
the transfer of cash from a municipal entity to the
dealer bank or securities firm with an agreement that the
dealer bank or securities firm will repay the cash plus
a yield to the municipal entity in exchange for the
securities at a specified date.
Repurchase Agreements must satisfy the following criteria
or be approved by MBIA.
1. Repos must be between the municipal entity and a
dealer bank or securities firm
a. Primary dealers on the Federal Reserve report-
ing dealer list, or
b. Banks rated "A" or above by Standard & Poor's
Corporation and Moody's Investor Services.
2. The written repo contract must include the follow-
inq:
a. Securities which are acceptable for transfer
are:
(1) Direct u.S. governments, or
(2) Federal agencies backed by the full faith
and credit of the u.S. government
b. The term of the repo may be UP to 30 days
c. The collateral must be delivered to the munic-
ipal entity, trustee (if trustee is not sup-
plying the collateral) or third party acting
as agent for the trustee (if the trustee is
supplying the collateral) before/simultaneous
with payment (perfection by possession of
certificated securities).
(1) The securities must be valued weekly.
marked-to-market at current market price
plus accrued interest
(a) The value of collateral must be
equal to 103% of the amount of cash
transferred by the municipal entity
to the dealer bank or security firm
under the repo plus accrued inter-
est. If the value of securities
held as collateral slips below 103%
of the value of the cash transferred
by municipality then additional cash
and/or acceptable securities must be
transferred.
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3. Leaal opinion which must be delivered to the munic-
ipal entity:
a. Repo meets guidelines under state law for
legal investment of public funds.
L. The Local Government Surplus Funds Trust Fund created
pursuant to Chapter 218, Part IV of the Florida Statutes.
(EE) "ISSUER" or "CITY" shall mean the City of winter springs,
Florida.
(FF) "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.
(GG) "MBIA" shall mean Municipal Bond Investors Assurance
Corporation.
(HH) "MOODY'S" shall mean Moody's Investors Service, and any
assigns or successors thereto.
(II) "NET REVENUES" of the System shall mean the Revenues or
Gross Revenues after deduction of the Cost of operation and
Maintenance.
(JJ) "OPTION BONDS" shall mean Bonds subject to tender for
paYment prior to their maturity at the option of the Holder
thereof.
(KK) "ORIGINAL RESOLUTION" means Resolution No. 665 authoriz-
ing the Parity Bonds and any Additional Parity obligations as from
time to time amended or supplemented, in accordance with the terms
therefor.
(LL) "OUTSTANDING" or "BONDS OUTSTANDING" means all Bonds
which have been issued pursuant to this Resolution, except:
(i) Bonds canceled after purchase in the open market or
because of payment at or redemption prior to maturity;
(ii) Bonds for the paYment or redemption of which cash
funds or Defeasance obligations or any combination thereof shall
have been theretofore irrevocably set aside in a special account
with an Escrow Agent (whether upon or prior to the maturity or
redemption date of any such Bonds) in an amount which, together
with earnings on such Defeasance Obligations, will be sufficient to
pay the principal of and interest on such Bonds at maturity or upon
their earlier redemption; provided that, if such Bonds are to be
redeemed before the maturity thereof, notice of such redemption
shall have been gi ven according to the requirements of this
Resolution or irrevocable instructions directing the timely
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publication of such notice and directing the payment of the
principal of and interest on all such Bonds at such redemption
dates shall have been given to the Escrow Agent; and
(iii) Bonds which are deemed paid pursuant to this
Resolution or in lieu of which other Bonds have been issued under
Sections 11 and 13 hereof.
(MM) "OWNER OF BONDS" or "OWNER" or "HOLDER" or any similar
term shall mean any person who shall be the registered owner of any
such Bond or Bonds.
(NN) "PARITY BONDS" shall mean the City's outstanding Water
and Sewer Refunding Revenue Bonds, Series 1991.
(00) "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.
(PP) "PRUDENT UTILITY PRACTICE" shall mean, in respect of any
particular utility industry, any of the practices, methods and acts
which, in the exercise of reasonable judgment, in the light of the
facts, including but not limited to the practices, methods and acts
engaged in or approved by a significant portion of such utility
industry prior thereto, known at the time the decision was made,
would have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety, and
expedition. It is recognized that Prudent Utility Practice is not
intended to be limited to the optimum practice, method or act to
the exclusion of all others, but rather is a spectrum of possible
practices, methods or acts which could have been expected to
accomplish the desired result at the lowest reasonable cost
consistent with reliability, safety and expedition.
(QQ) "REFUNDED BONDS" shall mean (i) the outstanding bonds of
the City of winter Springs, Florida Water and Sewer Revenue Bonds,
Series 1990 and the City's outstanding Series 1989 Utility Revenue
Bond Anticipation Note.
(RR) "REGISTRAR" shall mean the trust company or bank with
trust powers appointed from time to time by subsequent resolution
of the Issuer to serve under the Resolution. Nothing in the
Resolution shall prohibit the Issuer from serving as Registrar
thereunder.
(SS) "RENEWAL AND REPLACEMENT FUND" shall mean the City of
Winter Springs Water and Sewer Renewal and Replacement Fund created
and established pursuant to section 19B(3) of the Original
Resolution.
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(TT) "RESERVE REQUIREMENT" shall mean, as of any date of
calculation, an amount equal to the lesser of (1) the Maximum Bond
Service Requirement for the Series 1992 Bonds, (2) 125% of the
Average Annual Bond Service Requirement of the Series 1992 Bonds,
or (3) 10% of the proceeds of the Series 1992 Bonds. In computing
the Reserve Requirement, the interest rate on Variable Rate Bonds
shall be assumed to be the greater of (a) 110% of the daily average
interest rate on such Variable Rate Bonds during the 12 months
ending with the month preceding the date of calculation, or such
shorter period of time that such Bonds shall have been Outstanding,
or (b) the actual rate of interest borne by the Variable Rate Bonds
on such date of calculation.
(00) "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.
(VV) "SERIAL BONDS" shall mean the Bonds of a Series, which
mature on more than one date.
(WW) "SERIES" or "SERIES OF BONDS" or "BONDS OF A SERIES"
shall mean all Bonds designated as being of the same Series issued
and delivered on original issuance in a simultaneous transaction,
and any Bonds thereafter delivered in lieu thereof or in substitu-
tion therefore pursuant to this Resolution.
(XX) "SERIES
$17,000,000 City
Refunding Revenue
Resolution.
1992 BONDS" shall mean the not to exceed
of winter Springs, Florida Water and Sewer
Bonds, Series 1992, authorized pursuant to this
(ZZ) "S&P" shall mean Standard & Poor's Corporation, and any
assigns or successors thereto.
(AAA) "STATE" shall mean the State of Florida.
(BBB) "SYSTEM" shall mean all properties and assets, real and
personal, tangible and intangible, owned or operated by the Issuer
which properties and assets include those properties and assets
described as the Seminole System and the city System in the
resolution of the Issuer adopted September 28, 1992 merging the
City System and the Seminole System, used or useful for the
collection, transmission, treatment, and disposal of sewage, and
for the supply, storage, treatment, transmission and distribution
of water, and all properties and assets hereafter constructed or
acquired as additions, improvements, betterments or replacements
thereto and extensions thereof.
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(CCC) "TERM BONDS" shall mean the Bonds of a series, all of
which shall be stated to mature on one date.
(ODD) "VARIABLE RATE BONDS" shall mean obligations issued with
a variable, adjustable, convertible or other similar rate which is
not fixed in percentage at the date of issue for the entire term
thereof.
SECTION 3. FINDINGS.
and declared:
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 $13,050,000 principal amount is outstanding and unpaid as of
September 1, 1992.
(C) 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 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 sum required for the refunding of the Refunded Bonds
will be derived from a portion of the proceeds of the sale of the
Series 1992 Bonds, together with certain other funds available to
the Issuer as more fully described herein and in the Agreement.
(E) A portion of the proceeds of the Series 1992 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 all or some of 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
sufficient to make timely payments of all principal of, redemption
premiums and interest on the Refunded Bonds to be paid in accor-
dance with the Agreement. Any Refunded Bonds not paid pursuant to
the Agreement shall be retired simultaneously with the delivery of
the Series 1992 Bonds.
(F) The principal of and interest on the Series 1992 Bonds
and all required 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 Series
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1992 Bonds herein authorized or to make any other payments provided
for herein. The Series 1992 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 Series 1992 Bonds and the
Parity Bonds, 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.
(H) The Net Revenues are now pledged or encumbered in any
manner, except for the prior paYment of the principal and interest
on the Parity Bonds and the Refunded Bonds. The pledge and
encumbrance of the Refunded Bonds on the Net Revenues shall be
defeased pursuant to the refunding herein authorized.
(I) The Original Resolution, in section 19(N} thereof,
provides for the issuance of Additional Parity Obligations under
the terms, limitations and conditions provided therein. The terms,
limitations and conditions of said section 19(N} have been complied
with.
(J) The Series 1992 Bonds herein authorized shall be on a
parity and rank equally, as to lien on and source and security for
paYment from the Net Revenues and in all other respects, with the
Parity Bonds.
SECTION 4. AUTHORIZATION OF REFUNDING. There is hereby
authorized the refunding of the Refunded Bonds in the manner
provided herein.
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 and
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
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 1992 BONDS. subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Water and Sewer Refunding Revenue Bonds, Series 1992",
are authorized to be issued in the aggregate principal amount of
not exceeding $17,000,000.
SECTION 7. DESCRIPTION OF SERIES 1992 BONDS. The Series 1992
Bonds shall be issued in fully registered form; may be Capital
13
Appreciation Bonds and/or Current Interest Bonds; shall be dated;
shall be numbered; shall be in the denomination of $5,000 each, or
integral multiples thereof for the Current Interest Bonds and in
$5,000 maturity amounts for the Capital Appreciation Bonds or in
$5,000 multiples thereof, or such other denominations as shall be
approved by the Issuer in a subsequent resolution prior to the
delivery of the Series 1992 Bonds; shall bear interest at such rate
or rates not exceeding the maximum rate allowed by Florida law, the
actual rate or rates to be determined by the governing body of the
Issuer prior to or upon the sale of the Series 1992 Bonds; may be
issued with variable, adjustable, convertible or other rates with
original issue discounts and as zero interest rate bonds; such
interest to be payable semiannually at such times as are fixed by
resolution of the Issuer if Current Interest Bonds and shall mature
annually on such date in such years and amounts as will be fixed by
resolution of the Issuer prior to or upon the sale of the Series
1992 Bonds; and may be Serial and/or Term Bonds.
Each Current Interest 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 paYment of any
interest which is due and payable has not been made, such Current
Interest Bond shall bear interest from the date to which interest
shall have been paid.
The Capital Appreciation Bonds shall bear interest only at
maturity or upon redemption prior to maturity in the amount
determined by reference to the Compounded Amount.
The principal of and the interest and redemption premium, if
any, on the Series 1992 Bonds shall be payable in any coin or
currency of the United States of America which on the respective
dates of paYment thereof is legal tender for the payment of public
and private debts. The interest on the Current Interest Bonds
shall be payable by the Paying Agent on each interest payment date
to the person appearing on the registration books of the Issuer
hereinafter provided for as the registered Holder thereof, by check
or draft mailed to such registered Holder at his address as it
appears on such registration books on the fifteenth day of the
month prior to each interest paYment date. PaYment of the
principal of all Current Interest Bonds and the Compounded Amount
with respect to the Capital Appreciation Bonds shall be made upon
the presentation and surrender of such Bonds at the principal
corporate trust office of the Paying Agent as the same shall become
due and payable.
Notwithstanding any other provisions of this section, the
Issuer may, at its option, prior to the date of issuance of the
14
Series 1992 Bonds, elect to use an immobilization system or book-
entry system with respect to issuance of such Series 1992 Bonds,
provided adequate records will be kept with respect to the
ownership of such Series 1992 Bonds issued in book-entry form or
the beneficial ownership of Series 1992 Bonds issued in the name of
a nominee. As long as any Series 1992 Bonds are outstanding in
book-entry form the provisions or Sections 10, 11 and 13 of this
Resolution shall not be applicable to such Series 1992 Bonds. The
details of any alternative system of issuance, as described in this
paragraph, shall be set forth in a resolution of the Issuer duly
adopted at or prior to the sale of such Series 1992 Bonds.
SECTION 8. EXECUTION OF SERIES 1992 BONDS. The Series 1992
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 Clerk and a facsimile of the official seal of the Issuer shall
be imprinted on the Series 1992 Bonds.
In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1992 Bonds shall cease to be
such officer before the delivery of such Series 1992 Bonds, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained in
office until such delivery, and also any Series 1992 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 1992 Bond, shall
be the proper officers to sign such Series 1992 Bonds although at
the date of such Series 1992 Bond such persons may not have been
such officers.
SECTION 9. AUTHENTICATION OF SERIES 1992 BONDS. Only such of
the Series 1992 Bonds as shall have endorsed thereon a certificate
of authentication substantially in the form herein set forth, duly
executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution and the
Original Resolution. No Series 1992 Bond shall be valid or
obligatory for any purpose unless and until such certificates of
authentication shall have been duly executed by the Registrar, and
such certificate of the Registrar upon any such Series 1992 Bonds
shall be conclusive evidence that such Series 1992 Bonds has been
duly authenticated and delivered under this Resolution. The
Registrar's certificate of authentication on any Series 1992 Bond
shall be deemed to have been duly executed if signed by an
authorized officer of the Registrar, but it shall not be necessary
that the same officer sign the certificate of authentication of all
of the Series 1992 Bonds that may be issued hereunder at anyone
time.
SECTION 10. EXCHANGE OF SERIES 1992 BONDS. Any Series 1992
Bond, upon surrender thereof at the principal corporate trust
office of the Registrar, together with an assignment duly executed
by the Owner or his attorney or legal representative in such form
15
a shall be satisfactory to the Registrar, may, at the option of the
Owner, be exchanged for a Series 1992 Bond of the same type (i.e.
Current Interest Bonds shall be exchanged for Current Interest
Bonds and Capital Appreciation Bonds shall be exchanged for capital
Appreciation Bonds) and in an aggregate principal amount of Series
1992 Bonds equal to the principal amount of the Series 1992 Bonds
or Series 1992 Bonds so surrendered.
The Registrar shall make provisions for the exchange of Series
1992 Bonds at the principal corporate trust office of the Regis-
trar.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF
SERIES 1992 BONDS. The Registrar shall keep books for the
registration of and for the registration of transfers of Series
1992 Bonds as provided in this Resolution. The transfer of any
Series 1992 Bonds may be registered only upon such books upon
surrender thereof to the Registrar together with an assignment duly
executed by the Owner or his attorney or legal representative in
such form as shall be satisfactory to the Registrar. Upon any such
registration of transfer the Issuer shall execute and the Registrar
shall authenticate and deliver in exchange for such Series 1992
Bond, a new Series 1992 Bond or Series 1992 Bonds registered in the
name of the transferee, and in an aggregate principal amount equal
to the principal amount of such Series 1992 Bond or Series 1992
Bonds so surrendered.
In all cases in which Series 1992 Bonds shall be exchanged,
the Issuer shall execute and the Registrar shall authenticate and
deliver, at the earliest practicable time, Series 1992 Bonds of the
same type (i. e. Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be
exchanged for capital Appreciation Bonds) in accordance with
provisions of this Resolution. All Series 1992 Bonds surrendered
in any such exchange or registration of transfer shall forthwith be
canceled by the Registrar. The Issuer or the Registrar may make a
charge for every such exchange or registration of transfer of
Series 1992 Bonds sufficient to reimburse 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 1992 Bonds under the provisions of this
Resolution. Neither the Issuer nor the Registrar shall be required
to make any such exchange or registration of transfer of Series
1992 Bonds during the fifteen (15) days immediately preceding any
interest paYment date or, in the case of any proposed redemption of
Series 1992 Bonds during the fifteen (15) days next preceding the
redemption date established for such Series 1992 Bonds.
SECTION 12. OWNERSHIP OF SERIES 1992 BONDS. The person in
whose name any Series 1992 Bond shall be registered shall be deemed
and regarded as the absolute Owner thereof for all purposes and
16
payment of or on account of the principal or redemption price of
any such Series 1992 Bond, and the interest on any such Series 1992
Bonds, shall be made only to or upon the order of the registered
Owner thereof or his legal representative. All such payments shall
be valid and effectual to satisfy and discharge the liability upon
such Series 1992 Bond including the premium, if any, and interest
thereon to the extent of the sum or sums so paid.
SECTION 13. SERIES 1992 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Series 1992 Bond shall become mutilated, or be
destroyed, stolen or lost, the Issuer may in its discretion cause
to be executed, and the Registrar shall authenticate and deliver,
a new Series 1992 Bond of like date and tenor (i. e. Current
Interest Bonds shall be issued in exchange for Current Interest
Bonds and Capital Appreciation Bonds shall be issued in exchange
for Capital Appreciation Bonds) as the Series 1992 Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution
for such mutilated Series 1992 Bond upon surrender and cancellation
of such mutilated Series 1992 Bond or in lieu of and substitution
for the Series 1992 Bond destroyed, stolen or lost, and upon the
Owner furnishing the Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with
such other reasonable regulations and conditions as the Issuer and
the Registrar may prescribe and paying such expenses as the Issuer
and the Registrar may incur. All Series 1992 Bonds so surrendered
shall be canceled by the Issuer. If any of the Series 1992 Bonds
shall have matured, or be about to mature, instead of issuing a
substitute Series 1992 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid, and if such Series 1992 Bond be
lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 1992 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 1992 Bonds be at any time found by anyone, and
such duplicate Series 1992 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 1992 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Series 1992 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 1992 Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
mailed, postage prepaid, to all Owners of Series 1992 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 1992 Bonds shall not affect the
17
validity of the proceedings for such redemption with respect to
Owners of Series 1992 Bonds to which notice was duly mailed
hereunder. Each such notice shall set forth the date fixed for
redemption, the redemption price to be paid and, if less than all
of the Series 1992 Bonds of one maturity are to be called, the
distinctive numbers of such Series 1992 Bonds to be redeemed and in
the case of Series 1992 Bonds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed.
In addition to the foregoing notice, further notice shall be
given by the Issuer as set out below, but no defect in said further
notice nor any failure to give all or any portion of such further
notice shall in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as above prescribed.
(1) Each further notice of redemption given hereunder shall
contain the information required above for an official notice of
redemption plus (a) the CUSIP numbers of all Series 1992 Bonds
being redeemed; (b) the date of issue of the Series 1992 Bonds as
originally issued; (c) the rate of interest borne by each Series
1992 Bond being redeemed; (d) the maturity date of each Series 1992
Bond being redeemed; and (e) any other descriptive information
needed to identify accurately the Series 1992 Bonds being redeemed.
(2) Each further notice of redemption shall be sent at least
thirty-five (35) days before the redemption date by registered or
certified mail or overnight delivery service to any insurer which
shall have insured, or any credit bank which shall have provided a
credit facility for, any of the Series 1992 Bonds being redeemed
and to all registered securities depositories then in the business
of holding substantial amounts of obligations of types similar to
the type of which the Series 1992 Bonds consist (such depositories
now being Depository Trust Company of New York, New York, Midwest
Securities Trust Company of Chicago, Illinois, and Philadelphia
Depository Trust Company of Philadelphia, Pennsylvania) and to one
or more national information services that disseminate notices of
redemption of obligations such as the Series 1992 Bonds.
(3) Each such further notice shall be published one time in
the Bond Buyer of New York, New York or, if such publication is
impractical or unlikely to reach a substantial number of the
Holders of the Series 1992 Bonds, in some other financial newspaper
or journal which regularly carries notices of redemption of
obligations similar to the Series 1992 Bonds, such publication to
be made at least 30 days prior to the date fixed for redemption.
When notice of redemption is given, Series 1992 Bonds called
for redemption will become due and payable on the redemption date
at the redemption price stated in such notice. When a notice of
redemption is given and funds sufficient for redemption are
deposited with the Registrar, interest on the Series 1992 Bonds to
be redeemed will cease to accrue on the date fixed for redemption,
18
such Series 1992 Bonds shall cease to be entitled to any lien,
benefit or security under this Resolution and the Holders of such
Series 1992 Bonds will have no right in respect thereof except to
receive payment of the redemption price.
Upon surrender of any Series 1992 Bond for redemption in part
only, the Registrar shall authenticate and deliver to the Owner
thereof, the cost of which shall be paid by the Issuer, a new
Series 1992 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1992 Bond surrendered.
SECTION 15. FORM OF SERIES 1992 BONDS. The text of the
Series 1992 Bonds, together with the certificate of authentication,
shall be in substantially the following form, with such omissions,
insertions and variations as may be necessary, desirable, autho-
rized or permitted by this Resolution or by any subsequent
resolution adopted prior to the issuance thereof, or as may be
necessary if the Series 1992 Bonds or a portion thereof are issued
as Capital Appreciation Bonds, Option Bonds, Designated Maturity
Obligations, Variable Rate Bonds, or as may be necessary to comply
with applicable laws, rules and regulations of the united States
and of the State in effect upon the issuance thereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
19
No. R -
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
WATER AND SEWER REFUNDING REVENUE BOND, SERIES 1992
MATURITY DATE:
INTEREST RATE:
DATED DATE:
ClJSIP :
Registered Owner:
Principal Amount:
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
from the revenues
,
, Florida (the "Paying Agent"),
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 1 and 1 commencing 1,
19 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
1, 19 ,in which event this Bond shall bear interest
1, 19_
from
The Bonds of this issue shall be subject to redemption prior
to their maturity at the option of the City.
(Insert Optional or Mandatory Redemption provisions)
Notice of such redemption shall be given in the manner
required by the Resolution.
20
This Bond is one of an authorized issue of Bonds in the
aggregate 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 City
pursuant to and in full compliance with the Constitution and
statutes of the state of Florida, including particularly Chapter
166, Part II, Florida statutes, the Charter of the City, other
applicable provisions of law and a resolution duly adopted by the
City commission of the City on April 29, 1991, as supplemented and
specifically as supplemented by a resolution adopted by the City
commission of the City on 1992 (hereinafter
collectively called the "Resolution").
It is provided in the Resolution that the Bonds of this issue
will rank on a parity with the outstanding Bonds of an issue of
Water and Sewer Refunding Revenue Bonds, Series 1991, of the Issuer
(the "Parity Bonds").
This Bond and the Parity Bonds are payable solely on a parity
with each other 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
Resolution. Reference is made to the Resolution for more complete
definition and description of Net Revenues and the System.
This Bond does not constitute an indebtedness of the City
wi thin the meaning of any constitutional, statutory or charter
provision or limitation, and it is expressly agreed by the Owner of
this Bond that such Owner shall never have the right to require or
compel the exercise of the ad valorem taxing power of the city or
taxation of any real or personal property therein for the payment
of the principal of and interest on this Bond or the making of any
Debt Service Fund, reserve or other payments provided for in the
Resolution.
It is further agreed between the City and the Owner of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon 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, revise from
time to time whenever necessary, maintain and collect always 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 (i) the aggregate of the
amount needed to pay all Cost of Operation and Maintenance as the
same shall become due in such year, plus one hundred ten percent
(110%) of the Bond Service Requirement becoming due in such year on
21
the outstanding Bonds, one hundred percent (100%) of all amounts
due under the Financial Guaranty Agreement and one hundred percent
(100%) of all other deposits to be made pursuant to the Resolution,
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 reserved the right in the Resolution to
issue in the future Additional Parity obligations having a lien on
the Net Revenue equal to the lien thereon of this Bond and the
Parity Bonds. 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.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as
required by the laws and Constitution of the state of Florida
applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional statutory or charter
limitations or provisions.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the state of Florida.
The transfer of this Bond is registrable by the Bondholder
hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject to the conditions provided in the Resolution and
upon surrender and cancellation of this Bond.
The Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the
Resolution until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorsed
hereon.
IN WITNESS WHEREOF, the City of winter springs, Florida, has
issued this Bond and has caused the same to be signed by its Mayor
and countersigned and attested to by its Clerk, (the signatures of
the Mayor and the Clerk being authorized to be facsimiles of such
22
officers' signatures) and its seal or facsimile thereof to be
affixed, impressed, imprinted, lithographed or reproduced hereon,
all as of the day of , 1992.
(SEAL)
ATTESTED AND COUNTERSIGNED:
~;: ~7;:,;
Clerk
23
SPRINGS, FLORIDA
~-'~'.'_.,...<:..~,.-.---"
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within mentioned Resolution.
Registrar, as Authenticating
Agent
Date of Authentication:
By: (Manual Siqnature)
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 of
Florida and does hereby constitute and appoint
, attorney, to transfer the said
bond on the books kept for registration thereof, with full power of
substitution in the premises.
(Please insert
assignee)
winter springs,
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
with the name as it appears
upon the face of the wi thin
Bond in every particular with-
out alteration or enlargement
or any change whatever and the
Social Security or Federal Em-
ployer Identification Number of
the Transferee is supplied. If
the Transferee is a trust, the
names and Social Security or
Federal Employer Identification
Numbers of the settlor and ben-
ef iciar ies of the trust, the
Federal Employer Identification
Number and date of the trust
and the name of the trustee
should be supplied.
(Bond Counsel Opinion)
[End of Form of Series 1992 Bond]
24
SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION.
The Series 1992 Bonds, herein authorized, shall for all purposes
(except as herein expressly provided) be considered to be Addition-
al Parity obligations issued under the authority of the original
Resolution, and shall be entitled to all the protection and
security provided therein for the Parity Bonds, and shall be in all
respects entitled to the same security, rights and privileges
enjoyed by the Parity Bonds.
The covenants and pledges contained in the Original Resolution
shall be applicable to the Series 1992 Bonds herein authorized in
like manner as applicable to the Parity Bonds. The principal of
and interest on the Series 1992 Bonds shall be payable from the
accounts in the Interest Account, Principal Account and Redemption
Account within the Debt Service Fund, as applicable, established in
the Original Resolution on a parity with the Parity Bonds, and
paYments shall be made into such account in the Debt Service Fund
by the Issuer in amounts fully sufficient to pay the principal of
and interest on the Parity Bonds and the Series 1992 Bonds as such
principal and interest become due.
The Net Revenues shall immediately be subject to the lien of
this pledge without any physical delivery thereof or further act,
and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind in tort, contract or
otherwise against the Issuer.
SECTION 17. APPLICATION OF SERIES 1992 BOND PROCEEDS. The
proceeds, including accrued interest and premium, if any, received
from the sale of any or all of the Series 1992 Bonds shall be
applied by the Issuer simultaneously with the delivery of such
Series 1992 Bonds to the purchaser thereof, as follows, which
accounts and subaccounts as well as the other funds and accounts
provided for in this Resolution may at the discretion of the Issuer
be held by a depository authorized to hold such funds, accounts and
subaccounts under the laws of the State of Florida:
(A) The accrued interest, and at the option of the Issuer
interest to accrue on the Series 1992 Bonds in such amount and for
a period of time as shall be approved by subsequent resolution of
the Issuer, on the Series 1992 Bonds 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 1992
Bonds.
(B) Unless provided from other funds of the Issuer on the
date of issuance of the Series 1992 Bonds, or unless provided for
through the purchase of a guaranty or an insurance policy, an
irrevocable letter of credit, a surety bond, or similar credit
facility, or any combination thereof, the Issuer shall deposit to
the special subaccount in the Reserve Account established for the
25
benefit of the Series 1992 Bonds, a sum sufficient equal to the
Reserve Requirement on the Series 1992 Bonds.
(C) To the extent not reimbursed therefor by the original
purchaser of the Series 1992 Bonds, the Issuer shall pay all costs
and expenses incurred in connection with the issuance of the Series
1992 Bonds.
(D) A sum as specified by a supplemental resolution of the
Issuer shall, together with other legally available funds of the
Issuer, if any, as determined by subsequent resolution of the
Issuer, be used to retire and/or defease the Refunded Bonds by
immediately paying to the holder thereof the amount due such holder
to retire said Refunded Bonds or, by depositing such sums of money
for investment in appropriate Federal Securities pursuant to the
Escrow Deposit Agreement so as to produce sufficient funds to make
all the paYments described in such Escrow Deposit Agreement. At
the time of execution of such Escrow Deposit Agreement, the Issuer
shall furnish to the Escrow Agent named therein appropriate
documentation to demonstrate that the sums being deposited and the
investment to be made will be sufficient for such purposes.
Simultaneously with the issuance of the Series 1992 Bonds, the
Issuer shall enter into an Agreement substantially in the form
attached hereto as Exhibit A with the Escrow Agent. Such escrowed
funds shall be kept separate and apart from all other funds of the
Issuer and the moneys on deposit under the Agreement shall be
withdrawn, used and applied by the Issuer solely for the purposes
set forth in the Agreement.
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Series 1992
Bonds shall not be or constitute general obligations or indebted-
ness of the Issuer as "bonds" within the meaning of the Constitu-
tion of 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 Series 1992 Bonds issued hereunder shall
ever have the right to compel the exercise of the ad valorem taxing
power of the Issuer or taxation in any form of any real or personal
property therein to pay such principal and interest from any other
funds of the Issuer except from the special funds in the manner
provided herein.
The paYment of the principal of and interest on the Series
1992 Bonds shall be secured forthwith equally and ratably by an
irrevocable lien on the Net Revenues on a parity with the lien
thereon of the Parity Bonds, and the Issuer does irrevocably pledge
such Net Revenues to the payment of the principal of and interest
on the Series 1992 Bonds, for the reserves therefor and for all
other required paYments hereunder. Such amounts hereby pledged and
assigned shall immediately be subject to the lien of this pledge
without any further physical delivery thereof or any further act,
and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind in tort, contract or
26
otherwise against the Issuer, irrespective of whether such parties
have notice thereof.
SECTION 19. COVENANTS OF THE ISSUER. The provisions of
section 19 of the Original Resolution shall be deemed applicable to
this Resolution and shall apply to the Series 1992 Bonds issued
pursuant to this Resolution as though fully restated herein.
However, as to the Series 1992 Bonds Investments Securities in the
subaccount in the Reserve Account established for the benefit of
the Series 1992 Bonds shall be valued mark to market on April 1 and
October 1 of each year commencing April 1, 1993 and such Investment
Securities shall not have a maturity date in excess of ten (10)
years from the date of their deposit into such subaccount in the
Reserve Account.
Whenever the amount in the subaccount in the Reserve Account
created for the benefit of the Series 1992 Bonds, together with the
amount in the other accounts or subaccounts of the Debt Services
Fund, is sufficient to fully pay all Outstanding Series 1992 Bonds
in accordance with their terms (including principal or applicable
sinking fund redemption price and interest thereon), the funds on
deposit in such subaccount Reserve Account shall be transferred by
the Issuer to the other accounts of the Fund.
SECTION 20. TAX COVENANTS. The Issuer shall not use or
permit the use of any proceeds of the Series 1992 Bonds or any
other funds of the Issuer, directly or indirectly, to acquire any
securities or obligations, and shall not use or permit the use of
any amounts received by the Issuer with respect to the Series 1992
Bonds in any manner, and shall not take or permit to be taken any
other action or actions, which would cause any such Series 1992
Bonds to be an "arbitrage bond" within the meaning of section 148,
or "federally guaranteed" within the meaning of section 149(b}, of
the Internal Revenue Code of 1986, as amended (in this section
called the "Code"), or otherwise cause interest on the such Series
1992 Bonds to become included in gross income for federal income
tax purposes.
The Issuer shall at all times do and perform all acts and
things permitted by law and this Resolution which are necessary or
desirable in order to assure that interest paid on such Series 1992
Bonds will be excluded from gross income for purposes of federal
income tax and shall take no action that would result in such
interest not being so excluded.
The Issuer shall payor cause to be paid to the United States
Government any amounts required by section 148(f} of Code and the
regulations thereunder (the "Regulations"). In order to insure
compliance with the rebate provisions of Section 148(f} of the Code
with respect to the Series 1992 Bonds the Issuer hereby creates the
City of winter Springs Water and Sewer Refunding Revenue Rebate
Fund to be held by Issuer. The Rebate Fund need not be maintained
27
so long as the Issuer timely satisfies its obligation to pay any
rebatable earnings to the united states Treasury; however, the
Issuer may, as an administrative convenience, maintain and deposit
funds in the Rebate Fund from time to time. Any moneys held in the
Rebate Fund shall not be considered Net Revenues and shall not be
pledged in any manner for the benefit of the holders of the Series
1992 Bonds. Moneys in the Rebate Fund (including earnings and
deposits therein) shall be held for future paYment to the United
states Government as required by the Regulations and as set forth
in instructions of Bond Counsel delivered to the Issuer upon
issuance of such Series 1992 Bonds.
Notwithstanding any provision of this Resolution to the
contrary, to the extent the Issuer is required or elects to make
deposits to the Rebate Fund, such amounts may be taken from any
fund or account created hereunder.
SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. The
provisions of section 21 of the Original Resolution shall be deemed
applicable to this Resolution and shall apply to the Series 1992
Bonds issued pursuant to this Resolution as though fully restated
herein.
SECTION 22. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF BONDS. The provisions of section 22 of the
original Resolution shall be deemed applicable to this Resolution
and shall apply to the Series 1992 Bonds issued pursuant to this
Resolution as though fully restated herein.
SECTION 23. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS
OF BONDS. The provisions of Section 23 of the Original Resolution
shall be deemed applicable to this Resolution and shall apply to
the Series 1992 Bonds issued pursuant to this Resolution as though
fully restated herein.
SECTION 24. DEFEASANCE. The provisions of section 24 of the
Original Resolution shall be deemed applicable to this Resolution
and shall apply to the Series 1992 Bonds issued pursuant to this
Resolution as though fully restated herein.
SECTION 25. GOVERNMENTAL REORGANIZATION. The provisions of
section 25 of the original Resolution shall be deemed applicable to
this Resolution and shall apply to the Series 1992 Bonds issued
pursuant to this Resolution as though fully restated herein.
SECTION 26. ADDITIONAL UTILITY FUNCTIONS. The provisions of
section 26 of the Original Resolution shall be deemed applicable to
this Resolution and shall apply to the Series 1992 Bonds issued
pursuant to this Resolution as though fully restated herein.
SECTION 27. CAPITAL APPRECIATION BONDS. The provisions of
section 27 of the Original Resolution shall be deemed applicable to
28
this Resolution and shall apply to the Series 1992 Bonds issued
pursuant to this Resolution as though fully restated herein.
SECTION 28. DESIGNATED MATURITY OBLIGATIONS. The provisions
of section 28 of the Original Resolution shall be deemed applicable
to this Resolution and shall apply to the Series 1992 Bonds issued
pursuant to this Resolution as though fully restated herein.
SECTION 29. OPTION BONDS. The provisions of section 29 of
the Original Resolution shall be deemed applicable to this
Resolution and shall apply to the Series 1992 Bonds issued pursuant
to this Resolution as though fully restated herein.
SECTION 30. SEVERABILITY. If anyone or more of the
covenants, agreements or provisions of this Resolution should be
held contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants,
agreements or provisions of this Resolution or of the Bonds issued
hereunder.
SECTION 31. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with the provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
SECTION 32. NOTICES TO MBIA. For so long as the Series 1992
Bonds are outstanding, MBIA will be furnished a copy of all
significant notices with respect to this Resolution or the Bonds as
follows:
Municipal Bond Investors Assurance Corporation
113 King Street
Armonk, New York 10504
Attention: Surveillance Department
SECTION 33. PAYMENTS UNDER MBIA POLICY. As long as the
municipal bond insurance policy of MBIA (the "Policy") guaranteeing
the payment of principal and interest on the Series 1992 Bonds
shall be in full force and effect the Issuer and Paying Agent agree
to comply with the following provisions:
A. In the event that, on the second Business Day, and again
on the Business Day, prior a the payment date on the Series 1992
Bonds, the Paying Agent has not received sufficient moneys to pay
all principal of and interest on the Series 1992 Bonds due on the
second following or following, as the case may be, Business Day,
the Paying Agent shall immediately notify MBIA or its designee on
the same Business Day by telephone or telegraph, confirmed in
29
writing by registered or certified mail, of the amount of the
deficiency.
B. If the deficiency is made up in whole or in part prior to
or on the payment date, the Paying Agent shall so notify MBIA or
its designee.
C. In addition, if the Paying Agent has notice that any
Series 1992 Bondholder has been required to disgorge payments of
principal or interest on the Series 1992 Bonds to a trustee in
bankruptcy or creditors or others pursuant to a final judgment by
a court of competent jurisdiction that such payment constitutes a
voidable preference to such Series 1992 Bondholder within the
meaning of any applicable bankruptcy laws, then the Paying Agent
shall notify MBIA or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified
mail.
D. The Paying Agent is hereby irrevocably designated,
appointed, directed and authorized to act as attorney-in-fact for
Holders of the Series 1992 Bonds as follows:
1. If and to the extent there is a deficiency in
amounts required to pay interest on the Series 1992 Bonds, the
Paying Agent shall (a) execute and deliver to Citibank, N.A.,
or its successors under the Policy (the "Insurance Paying
Agent"), in form satisfactory to the Insurance Paying Agent,
an instrument appointing MBIA as agent for such Holders in any
legal proceeding related to the payment of such interest and
an assignment to MBIA of the claims for interest to which such
deficiency relates and which are paid by MBIA, (b) receive as
designee of the respective Holders (and not as Paying Agent)
in accordance with the tenor of the Policy payment from the
Insurance Paying Agent with respect to the claims for interest
so assigned, and (c) disburse the same to such respective
Holders; and
2. If and to the extent of a deficiency in amounts
required to pay principal of the Series 1992 Bonds, the Paying
Agent shall (a) execute and deliver to the Insurance Paying
Agent in form satisfactory to the Insurance Paying Agent an
instrument appointing MBIA as agent for such Holder in any
legal proceeding relating to the payment of such principal and
an assignment to MBIA of any of the Series 1992 Bonds surren-
dered to the Insurance Paying Agent of so much of the princi-
pal amount thereof as has not previously been paid or for
which moneys are not held by the Paying Agent and available
for such payment (but such assignment shall be delivered only
if payment from the Insurance Paying Agent is received), (b)
receive as designee of the respective Holders (and not as
Paying Agent) in accordance with the tenor of the Policy
30
payment therefor from the Insurance Paying Agent, and (c)
disburse the same to such Holders.
E. Payments with respect to claims for interest on and
principal of Series 1992 Bonds disbursed by the Paying Agent from
proceeds of the Policy shall not be considered to discharge the
obligation of the Issuer with respect to such Series 1992 Bonds,
and MBIA shall become the owner of such unpaid Series 1992 Bonds
and claims for the interest in accordance with the tenor of the
assignment made to it under the provisions of this subsection or
otherwise.
F. Irrespective of whether any such assignment is executed
and delivered, the Issuer and the Paying Agent hereby agree for the
benefit of MBIA that,
1. They recognize that to the extent MBIA makes
payments, directly or indirectly (as by paying through the
paying Agent), on account of principal of or interest on the
Series 1992 Bonds, MBIA will be subrogated to the rights of
such Holders to receive the amount of such principal and
interest from the Issuer, with interest thereon as provided
and solely from the sources stated in this Resolution and the
Series 1992 Bonds; and
2. They will accordingly pay to MBIA the amount of such
principal and interest (including principal and interest
recovered under subparagraph (ii) of the first paragraph of
the POlicy, which principal and interest shall be deemed past
due and not to have been paid), but only from the sources and
in the manner provided herein for the payment of principal of
and interest on the Series 1992 Bonds to Holders, and will
otherwise treat MBIA as the owner of such rights to the amount
of such principal and interest.
G. In connection with the issuance of Additional Parity
Obligations, the Issuer shall deliver to MBIA a copy of the
disclosure document, if any, circulated with respect to such
Additional Parity Obligations.
H. Copies of any amendments made to the documents executed
in connection with the issuance of the Series 1992 Bonds which are
consented to by MBIA shall be sent to S&P.
I. MBIA shall receive notice of the resignation or removal
of the Paying Agent and the appointment of a successor thereto.
J.
delivered
copies of
budget.
MBIA shall receive copies of all notices required to be
to Series 1992 Bondholders and, on an annual basis,
the Issuer's audited financial statements and annual
31
K. Any notice that is required to be given to a Holder of
the Series 1992 Bonds or to the Paying Agent pursuant to the
Resolution shall also be provided to MBIA. All notices required to
be given to MBIA under the Resolution shall be in writing and shall
be sent by registered or certified mail addressed to Municipal Bond
Investors Assurance Corporation, 113 King Street, Armonk, New York
10504 Attention: Surveillance.
SECTION 34. EXPENDITURES PRIOR TO ISSUANCE OF BONDS. The
Issuer is hereby authorized to expend legally available funds of
the Issuer in anticipation of the issuance of the Series 1992
Bonds. Upon the issuance of the Series 1992 Bonds, the Issuer may
be reimbursed for any expenditures made in anticipation of the
issuance of such Series 1992 Bonds.
SECTION 35. PUBLICATION OF NOTICE OF REFUNDING. wi thin
thirty (30) days after the delivery of the Series 1992 Bonds, the
Issuer shall cause to be published one time in a financial journal
published in the Borough of Manhattan, City and State of New York,
a notice of the advance refunding of the Refunded Bonds.
SECTION 36. PRELIMINARY OFFICIAL STATEMENT. The City Manager
is authorized and directed to cause a Preliminary Official
Statement to be prepared and to deem the Preliminary Official
Statement final for purposes of Rule 15c2-12 (the "Rule") of the
Securities and Exchange Commission, except for "permitted omis-
sions," as defined in such Rule.
SECTION 37. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
ADOPTED this 28th day of September, 1992
( SEAL)
C,~'COMMISSION OF THE CITY
o WI~TER~INGS, FLORIDA
) ~ ) ,
, /
-\~ ~
Mayor
ATTEST:
,~-r: };~
. City Clerk
Approved as to Form and Legal Sufficiency:
City Attorney
35402A lIT .RES
09/28/92
32
EXHIBIT A
ESCROW DEPOSIT AGREEMENT
In consideration of the facts hereinafter recited and of the
mutual covenants and agreements herein contained, the CITY OF
WINTER SPRINGS, Florida, an incorporated municipality of the State
of Florida (the "Issuer"), and ,
Florida, a national banking association organized and existing
under the laws of the united States of American, as Escrow Holder
(the "Escrow Holder"), do hereby agree as follows:
section 1. Definitions. Terms used herein shall have the
respective meanings assigned in and by the Resolution hereinafter
defined, and the following terms which are not defined in the
Resolution shall have the following meanings, unless the text
clearly otherwise requires:
"Aggregate Debt Service" shall mean, as of any particular
date, the sum of the amounts of Annual Debt Service for all years
with respect to which the Annual Debt Service shall remain unpaid.
Aggregate Debt Service as of the date of the deli very of this
Agreement is stated in the Verification Report.
"Agreement" shall mean this Escrow Deposit Agreement.
"Annual Debt Service" shall mean, with respect to any year,
the interest on the Refunded Bonds becoming due in such year and
the principal of and premium, if any, on the Refunded Bonds
becoming due in such year according to the Verification Report.
"Bonds" shall mean the Issuer's Water and Sewer Refunding
Revenue Bonds, Series 1992, authorized to be issued pursuant to the
Resolution.
"Escrow Account" shall mean the Escrow Account created
pursuant to the provisions of section 3 of this Agreement.
"Escrow Requirement" shall mean, as of any particular date,
the sum of an amount in cash and the principal amount of the
Federal Securities held by the Escrow Holder pursuant to Section 4
hereof which, together with the interest which shall thereafter
become payable on the Federal Securities, which will be sufficient
to pay Aggregate Debt Service, as each of the respective install-
ments thereof shall become due.
"Federal Securities" shall mean direct obligations of the
united States of America, none of which permit redemption prior to
maturity at the option of the obligor, which obligations are set
forth in the Verification Report and hereby made a part hereof, and
such other obligations as may be purchased in accordance with
Section 8 hereof.
"Refunded Bonds" shall mean the Issuer's outstanding Water and
Sewer Revenue Bonds, Series 1990, dated as of April 1, 1990.
"Resolution" shall mean Resolution No. adopted by the
Issuer on , 1992, as amended and supplemented from time
to time, authorizing issuance of the Bonds and the execution and
delivery of this Agreement.
"Verification Report" shall mean the verification report dated
, 1992, issued by , independent
certified public accountants, in connection with the issuance of
the Bonds, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference.
section 2. Recitals.
(A) The Issuer adopted the Resolution for the purpose of
authorizing the issuance of the Bonds for the purpose of refunding
the Refunded Bonds.
(B) The Bonds will be payable solely from and secured by a
prior lien upon and a pledge of the Net Revenues (as defined in the
Resolution, in the manner provided in the Resolution). The Bonds
will be payable on a parity, equally and ratably, from the Net
Revenues, in the manner provided in the Resolution, with the
Issuer's outstanding Water and Sewer Refunding Revenue Bonds,
Series 1991, dated as of May 1, 1991.
(C) The Resolution authorized the Issuer to enter into this
Agreement for the purposes expressed therein and herein, and all
acts and things have been done and performed to make this Agreement
valid and binding for the security of the Refunded Bonds.
(0) The Escrow Holder has the powers and authority of a trust
company under the laws of the united States of America and,
accordingly, the power to execute the trust hereby created.
Section 3. OeDosit of Funds. There is hereby created and
established with the Escrow Holder a special account to be known as
the "Escrow Account." Simultaneously with the execution and
delivery of this Agreement, the Issuer has deposited with the
Escrow Holder, for deposit by the Escrow Holder to the Escrow
Account, a portion of the proceeds of the Bonds in the sum of
$ and $ heretofore held by the Issuer
for the paYment of the principal of and interest on the Refunded
Bonds totaling $7,569,885.80, which when invested to the extent
required to purchase the Federal Securities, the uninvested portion
of such funds and the principal amount of such Federal Securities
and the interest to become due thereon equals or exceeds (according
to the representation of the Issuer) the Escrow Requirement as of
the date of the delivery of this Agreement. Such Federal Securi-
ties shall mature and such interest shall be payable on or before
2
the funds represented thereby shall be required for timely payment
of the principal of, premium, if any, and interest on the Refunded
Bonds as the same shall become due and payable in accordance with
the terms of the Refunded Bonds as described in the Verification
Report.
The Escrow Holder shall hold the Escrow Account as a separate
trust account wholly segregated from all other funds held by the
Escrow Holder in any capacity and shall make disbursements from the
Escrow Account only in accordance with the provisions of this
Agreement. The Federal Securities described in the Verification
Report shall not be sold or otherwise disposed of or reinvested
except as provided in sections 4 and 8 hereof. The owners of the
Refunded Bonds are hereby granted a first and prior lien on the
principal of and interest on such Federal Securities until the same
shall be used and applied in accordance with the provisions of this
Agreement.
section 4. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the cash described in section 3 of this
Agreement and agrees:
(a) to hold the same in irrevocable escrow during the term of
this Agreement.
(b) to apply such cash and the proceeds of such Federal
Securities in the manner provided in this Agreement, and only in
such manner,
(c) to invest immediately $ by purchasing the
Federal Securities described in the Verification Report, and
(d) to deposit in the Escrow Account, as received, the
principal of all of such Federal Securities and any other Federal
Securities acquired hereunder which shall mature during the term of
this Agreement, all interest which shall be derived during the term
of this Agreement from such Federal Securities and any other
Federal Securities acquired hereunder, and the proceeds of any
sale, transfer, redemption or other disposition of such Federal
Securities and any other Federal Securities acquired hereunder.
All moneys held by the Escrow Holder pursuant to any provision
of this Agreement, on deposit in the Escrow Account or otherwise,
shall at all times be continually secured in the manner provided by
Florida law for the securing of municipal funds.
section 5. Payment of the Refunded Bonds and Expenses. The
owners of the Refunded Bonds shall have a first and prior lien on
the Federal Securities and all moneys held by the Escrow Holder in
the principal of and interest on the Escrow Account, until all such
moneys shall be used and applied by the Escrow Holder as follows:
3
(a) Refunded Bonds.
(i) The Issuer has called all Refunded Bonds
maturing after April 1, 2000, for redemption on April 1, 2000,
at a redemption price of 102% (expressed as a percentage of
the principal amount of Refunded Bonds to be redeemed), plus
accrued interest to the redemption date. The Escrow Holder
hereby agrees to give or cause to be given notice of such call
for redemption in the manner provided in the resolution of the
Issuer pursuant to which the Refunded Bonds were issued.
(ii) On each date which shall be an interest payment
date for any of the Refunded Bonds, the Escrow Holder shall
pay to the paying agent for the Refunded Bonds, from the
moneys on deposit in the Escrow Account, a sum sufficient to
pay that portion of Annual Debt Service due on such date, as
shown in the Verification Report. After making such payments
from the Escrow Account, the Escrow Holder, at the written
request of the Issuer, shall pay to the Issuer any moneys
remaining in said account in excess of the Escrow Requirement,
for the Issuer to use for any lawful municipal purpose,
provided that, prior to any such payment, the Escrow Holder
shall have received a verification report prepared by a
nationally recognized firm of independent certified public
accountants verifying the Escrow Requirement and that such
moneys to be paid to the Issuer are in excess of the Escrow
Requirement.
(b) Fees. Expenses and Indemnity.
(i) In consideration of the services rendered by
the Escrow Holder under this Agreement, the Issuer upon the
execution hereof has paid to the Escrow Holder a fee of
$ for all services and ordinary expenses to be incurred
as Escrow Holder in connection with such services.
(ii) The Issuer shall also reimburse the Escrow
Holder for any extraordinary expenses incurred by it in
connection herewith.
(iii) The fees and expenses payable by the Issuer
under this section shall not be paid from the Escrow Account,
but shall be paid by the Issuer as a Cost of Operation and
Maintenance. The Escrow Holder shall have no lien for the
payment of its fees or expenses or otherwise for its benefit
on the Escrow Account and hereby waives any rights of set off
against the Escrow Account which it may lawfully have or
acquire.
(c) Arbitraqe Rebate. The Issuer agrees to continue to
comply with any arbitrage rebate requirements applicable to the
Refunded Bonds as described in the Issuer's Nonarbitrage Certifi-
4
cate, dated April 26, 1990, delivered in connection with the
issuance of the Refunded Bonds.
section 6. Notice of Advance Refundinq. Promptly after the
issuance of the Bonds, the Escrow Holder shall give or cause to be
given notice of the advance refunding of the Refunded Bonds, which
notice shall be substantially in the form of the Notice of Advance
Refunding attached hereto as Exhibit B. Such notice shall be sent
by first-class mail, postage prepaid, to each owner of Refunded
Bonds at the address of such owner shown on the registration books
maintained by the Registrar and Paying Agent for the Refunded Bonds
and to Depository Trust Company of New York, New York, Midwest
Securities Trust Company of Chicago, Illinois, and Philadelphia
Depository Trust Company of Philadelphia, Pennsylvania and to one
or more national information services that disseminate the notices
of advance refunding of obligations such as the Refunded Bonds.
section 7. No Redemption or Acceleration of Maturitv. The
Issuer will not accelerate the maturity of any Refunded Bonds or
exercise any option to redeem any Refunded Bonds before April 1,
2000.
section 8. Reinvestment. Except as provided in section 4 of
this Agreement and in this section, the Escrow Holder shall have no
power or duty to invest any funds held under this Agreement or to
sell, transfer or otherwise dispose of or make substitutions for
any Federal Securities held hereunder.
At the request of the Issuer and upon compliance with the
conditions stated in this Section, the Escrow Holder shall sell,
transfer, otherwise dispose of or request the redemption of any of
the Federal Securities acquired hereunder and shall purchase either
Refunded Bonds or other Federal Securities to be substituted for
such Federal Securities disposed of or redeemed.
The Issuer will not request the Escrow Holder to exercise any
of the powers described in the preceding sentence in any manner
which will cause the same to be "arbitrage bonds" within the
meaning of section 148 of the Internal Revenue Code of 1986, as
amended, and the applicable regulations proposed or promulgated
thereunder.
The Escrow Holder may, at the direction of the Issuer,
substitute other noncallable Federal Securities ("Substitute
Federal Securities") in lieu of the Federal Securities then on
deposit in the Escrow Account provided that, prior to any such
substitution, the Escrow Holder and the Issuer shall have received:
(a) New debt service and cash flow schedules showing (i)
the dates and amounts of all principal and interest payments
thereafter to become due on the Refunded Bonds, (ii) showing the
cash and Federal Securities to be on deposit in the Escrow Account
5
upon making such substitution, (iii) the dates and amounts of
maturing principal and interest to be received by the Escrow Holder
from such Federal Securities, and (iv) that the cash on hand in the
Escrow Account plus cash to be derived from the maturing principal
and interest of such Federal Securities shall be sufficient to pay
when due all remaining debt service paYments on the Refunded Bonds
(the most recent debt service and cash flow schedules shall be
considered to be the applicable "Debt Service and Cash Flow
Schedules");
(b) A new verification report prepared by a nationally
recognized firm of independent certified public accountants
verifying the accuracy of the new Debt Service and Cash Flow
Schedules (the most recent verification report shall be considered
to be the applicable "New Verification Report" for purposes
hereof); and
(c) An opinion of nationally recognized bond counsel
that such substitution is permissible hereunder, that (based on
said new Debt Service and Cash Flow Schedules and New Verification
Report as to sufficiency) the substitution will not adversely
affect the defeasance of the Refunded Bonds.
Section 9. Indemnitv. Whether or not any action or transac-
tion authorized or contemplated hereby shall be undertaken or
consummated, the Issuer hereby agrees to indemnity, protect, save
and keep harmless the Escrow Holder and its respective successors,
assigns, agents and servants, from and against any and all
liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements (including legal
fees and attorneys' disbursements and expenses) of whatsoever kind
and nature which may be imposed on, incurred by or asserted against
the Escrow Holder at any time, whether or not the same may be
indemnified against by the Issuer or any other Person under any
other agreement or instrument, by reason of or arising out of the
execution and delivery of this Agreement, the establishment of the
Escrow Account, the acceptance by the Escrow Holder of the funds
herein described, the purchase, retention or disposition of the
Federal Securities or the proceeds thereof, or any paYment,
transfer or other application of funds or securities by the Escrow
Holder in accordance with the provisions of this Agreement;
provided, however, that the Issuer shall not be required to
indemnity the Escrow Holder for any expense, loss, costs, disburse-
ments, damages or liability resulting from its own negligence or
misconduct. The indemnities contained in this section shall
survive the termination of this Agreement.
Nothing in this section contained shall give rise to any
liability on the part of the Issuer in favor of any Person other
than the Escrow Holder.
6
section 10. Responsibilities of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort,
contract or otherwise, by reason of the execution and delivery of
this Agreement, the establishment of the Escrow Account, the
acceptance and disposition of the various moneys and funds
described herein, or the purchase, retention or disposition of the
Federal Securities or the proceeds thereof, or any paYment,
transfer or other application of funds or securities by the Escrow
Holder in accordance with the provisions of this Agreement or by
reason of any non-negligent act, omission or error of the Escrow
Holder made in good faith in the conduct of its duties. The Escrow
Holder shall, however, be liable to the Issuer and to holders of
the Refunded Bonds to the extent of their respective damages for
negligent or willful acts, omissions or errors of the Escrow Holder
which violate or fail to comply with the terms of this Agreement.
The duties and obligations of the Escrow Holder shall be determined
by the express provisions of this Agreement. The Escrow Holder may
consult with counsel, who mayor may not be counsel to the Issuer,
and be entitled to receive from the Issuer reimbursement of the
fees and expenses of such counsel, and in reliance upon the opinion
of such counsel have full and complete authorization and protection
in respect of any action taken, suffered or omitted by it in good
faith in accordance therewith. Whenever the Escrow Holder shall
deem it necessary or desirable that a matter be proved or estab-
lished prior to taking, sUffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established
by a certificate signed by an authorized officer of the Issuer.
section 11. Resiqnation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and
obligations hereby created, by notice in writing given to the
Issuer and published once in a newspaper of general circulation
published in the corporate territorial limits of the Issuer, and in
a daily newspaper of general circulation or a financial journal
published in the Borough of Manhattan, city and state of New York,
not less than sixty (60) days before such resignation shall take
effect. Such resignation shall take effect immediately upon the
appointment of a new Escrow Holder hereunder, if such new Escrow
Holder shall be appointed before the time limited by such notice
and shall then accept the duties and obligations of the Escrow
Holder hereunder.
section 12. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
owners of not less than fifty-one per centum (51%) in aggregate
principal amount of the Refunded Bonds then outstanding, such
instrument or instruments to be filed with the Issuer, and notice
published once in a newspaper of general circulation published in
the corporate territorial limits of the Issuer, and in a daily
7
financial journal published in the Borough of Manhattan, city and
state of New York, not less than sixty (60) days before such
removal is to take effect as stated in said instrument or instru-
ments. A photographic copy of any instrument filed with the Issuer
under the provisions of this paragraph shall be delivered by the
Issuer to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time by any
court of competent jurisdiction upon the application of the Issuer
or the owners of not less than five per centum (5%) in aggregate
principal amount of the Refunded Bonds then outstanding for any
breach of trust or for acting or proceeding in violation of, or for
failing to act or proceed in accordance with, any provision of this
Agreement with respect to the duties or obligations of the Escrow
Holder.
section 13. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall resign,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
vacant for any of the foregoing reasons or for any other reason,
the Issuer shall appoint a successor Escrow Holder to fill such
vacancy. The Issuer shall publish notice of any such appointment
once in each week for four (4) successive weeks in a newspaper of
general circulation published in the corporate territorial limits
of the Issuer and in a daily financial journal published in the
Borough of Manhattan, city and State of New York.
(b) At any time within one year after such vacancy shall have
occurred, the owners of not less than fifty-one per centum (51%) in
aggregate principal amount of Refunded Bonds then outstanding, by
an instrument or concurrent instruments in writing, executed by
such owners and filed with the City commission of the Issuer, may
appoint a successor Escrow Holder, which shall supersede any
successor Escrow Holder theretofore appointed by the Issuer.
Photographic copies of each such instrument shall be promptly
delivered by the Issuer to the predecessor Escrow Holder to the
Escrow Holder so appointed by such owners.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this Section, the
owner of any Refunded Bonds then outstanding, or the retiring
Escrow Holder may apply to any court of competent jurisdiction to
appoint a successor Escrow Holder. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe,
appoint a successor Escrow Holder.
(d) Any corporation or association into which the Escrow
Holder may be converted or merged, or with which it may be
8
consolidated, or to which it may sell or transfer its trust
business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party,
ipso facto, shall be and become successor Escrow Holder hereunder
and vested with all of the title to the whole property or trust
estate and all of the trust, powers, duties, obligations, immuni-
ties, privileges and all other matters as was its predecessor,
without the execution or filing of any instrument or any further
act, deed or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
section 14. Term. This Agreement shall commence upon its
execution and delivery and shall terminate, except as provided in
section 9 hereof, when the Refunded Bonds and the interest thereon
shall have been paid and discharged in accordance with the
proceedings authorizing the Refunded Bonds.
section 15. Severability. If any of the covenants, agree-
ments or provisions of this Agreement on the part of the Issuer or
the Escrow Holder to be performed should be determined by a court
of competent jurisdiction to be contrary to law, such covenant,
agreement or provision shall be null and void, shall be deemed
separable from the remaining covenants, agreements and provisions
of this Agreement and shall in no way affect the validity of the
remaining covenants, agreements or provisions of this Agreement.
section 16. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
purposes as the original and shall constitute and be but one and
the same instrument.
Section 17. Governinq Law. This Agreement shall be construed
under the laws of the State of Florida.
9
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested, all as
of the day of , 1992.
CITY ~NTE
..-
,.
FLORIDA
"""~-
(SEAL)
ATTEST:
~A~-r JJ~
city Clerk
as Escrow Holder
By:
Title:
(SEAL)
35402.EDA
9/9/92
10
EXHIBIT A
VERIFICATION REPORT
EXHIBIT B
NOTICE OF ADVANCE REFUNDING
OF THE CITY OF WINTER SPRINGS, FLORIDA
WATER AND SEWER REVENUE BONDS, SERIES 1990
Notice is hereby given by , as
Escrow Holder for the City of winter Springs, Florida Water and
Sewer Revenue Bonds, Series 1990, dated as of April 1, 1990
(collectively, the "Bonds"), that the Bonds have been advance
refunded by depositing in irrevocable escrow cash and obligations
of the united States of America sufficient to pay the principal of
and interest on the Bonds maturing on or before April 1, 2000 as
the same shall mature and become payable in accordance with their
terms, and for the payment on April 1, 2000 of the principal of,
applicable redemption premium and accrued interest on all Bonds
maturing after April 1, 2000, which Bonds have been called for
redemption on April 1, 2000.
The maturity dates and eUSIP numbers of the Bonds, are as
follows:
Maturity Date
(October 1)
CUSIP No.
Principal Amount
Series Bonds
1996
1997
1998
1999
2000
2001
2002
2003
2004
$190,000
200,000
215,000
230,000
245,000
265,000
280,000
300,000
325,000
Term Bonds
2010
2020
$2,515,000
7,535,000
The Bonds are deemed to be no longer outstanding under the
resolution of the ei ty of Winter springs, Florida (the "ei ty")
authorizing the issuance of the Bonds.
Prior to April 1, 2000 the city will not accelerate the
maturity of the Bonds, or exercise any option to redeem the Bonds
before maturity.
Dated:
, 1992
as Escrow Holder
( SEAL)
By:
Title:
2
RESOLUTION
NUMBER 690
IS SIGNED AND SEALED, BUT
NO DATE. APPROVED IN
SEPTEMBER 28, 1992
MEETING.