HomeMy WebLinkAboutResolution 881 Capital Improvements
RESOLUTION NO. 881
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA SUPPLEMENTING RESOLUTION NO. 615 AS
HERETOFORE AMENDED AND SUPPLEMENTED; FOR THE
PURPOSE OF PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF CERTAIN CITY
OWNED CAPITAL IMPROVEMENTS AND THE REFUNDING
OF THE CITY'S OUTSTANDING IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 1989;
AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $8,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF IMPROVEMENT REFUNDING REVENUE
BONDS, SERIES 1999, TO FINANCE A PART OF THE COST
THEREOF, TO PURCHASE A SURETY BOND FOR DEPOSIT
TO THE SUBACCOUNT IN THE RESERVE ACCOUNT AND
PAY THE COSTS OF ISSUANCE OF THE SERIES 1999
BONDS; ACCEPTING THE INSURER'S COMMITMENT
RELATING TO A MUNICIPAL BOND INSURANCE POLICY
AND SURETY BOND WITH RESPECT TO THE SERIES 1999
BONDS; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE SERIES 1999
BONDS, ON A PARITY WITH THE CITY'S OUTSTANDING
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1993, THE FRANCHISE FEES RECEIVED BY THE CITY
FROM FLORIDA POWER CORPORATION AND THE PUBLIC
SERVICE TAXES LEVIED AND COLLECTED BY THE CITY
PURSUANT TO SECTION 166.231, FLORIDA STATUTES;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDERS OF THE SERIES 1999
BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes Chapter 72-718, Laws of Florida, Special Acts
of 1972 as amended and supplemented, being the Charter of the City of Winter Springs, Florida,
the Original Instrument (as hereinafter defined) and other applicable provisions of law.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the
Original Instrument shall have the respective meanings assigned thereto by the Original
Instrument and the following terms shall have the following meanings, unless the context clearly
otherwise requires:
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"Act" shall mean Chapter 166, Part II, Florida Statutes, as amended and supplemented,
Chapter 72-718, Laws of Florida, Special Act of 1972 as amended and supplemented, and other
applicable provisions of law.
"Agreement" or "Escrow Deposit Agreement" shall mean that certain agreement by and
between the Issuer and a bank or trust company to be selected and named by the Issuer prior to
the sale of the Series 1999 Bonds (as hereinafter defined) for the purpose of providing for the
payment of the Prior Bonds (as hereinafter defined).
"Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 17(D) of this Resolution.
"Continuing Disclosure Certificate" shall mean that certain certificate related to the
Series 1999 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series
1999 Bonds to the participating underwriter or underwriters, as it may be amended from time to
time in accordance with the terms thereof, whereby the Issuer undertakes to comply with the
secondary disclosure requirements of the Rule.
"Cost" when used in connection with the 1999 Project, shall mean all expenses necessary,
appurtenant or incidental to the acquisition and construction of the 1999 Project, including
without limitation the cost of any land or interest therein or of any fixtures, equipment or
personal property necessary or convenient therefor, the cost of labor and materials to complete
such construction, engineering and legal expenses, fiscal expenses, expenses for estimates of
costs and of revenues, expenses for plans, specifications and surveys, interest during construction
and administrative expenses related solely to the acquisition, construction and erection of the
1999 Project and all expenses incident to the financing of the 1999 Project and the issuance of
the Series 1999 Bonds.
"Investment Securities" shall mean in regard to investments pursuant to this Resolution,
any investment permitted under applicable State and federal law including units of participation
in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218,
Florida Statutes and
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in paragraph (2) below), or
(2) Direct obligations of (including obligations issued or held in book entry form on
the books of) the Department of the Treasury of the United States of America, or
(3) Obligations of any of the following federal agencies which obligations represent
the full faith and credit of the United States of America, including:
. Export-Import Bank
. Farm Credit System Financial Assistance Corporation
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. Rural Economic Community Development Administration (formerly the
Farmers Home Administration)
. General Services Administration
. U.S. Maritime Administration
. Small Business Administration
. Government National Mortgage Association (GNMA)
. U.S. Department of Housing & Urban Development (PHA's)
. Federal Housing Administration
. Federal Financing Bank;
(4) Direct obligations of any of the following federal agencies which obligations are
not fully guaranteed by the full faith and credit of the United States of America:
. Senior debt obligations rated "Aaa" by Moody's Investors Service
("Moody's") and "AAA" by Standard & Poor's Ratings Group ("S&P")
issued by the Federal National Mortgage Association (FNMA) or Federal
Home Loan Mortgage Corporation (FHLMC)
. Obligations of the Resolution Funding Corporation (REF CORP)
. Senior debt obligations of the Federal Home Loan Bank System
. Senior debt obligations of other Government sponsored agencies approved by
Ambac Assurance.
(5) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances
with domestic commercial banks which have a rating on their short term certificates of deposit
on the date of purchase of "A-I" or "A-I +" by S&P and "P-I" by Moody's and maturing no
more than 360 days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank.);
(6) Commercial paper which is rated at the time of purchase in the single highest
classification, "A-I +" by S&P and "P-I" by Moody's and which matures not more than 270 days
after the date of purchase;
(7) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by
S&P;
(8) Pre-refunded Municipal Obligations defined as follows: Any bonds or other
obligations of any state of the United States of America or of any agency, instrumentality or
local governmental unit of any such state which are not callable at the option of the obligor prior
to maturity or as to which irrevocable instructions have been given by the obligor to call on the
date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category ofS&P and Moody's or any successors thereto; or
(B) (i) which are fully secured as to principal and interest and redemption
premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2)
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above, which escrow may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on the maturity
date or dates specified in the irrevocable instructions referred to above, as appropriate.
(9) General obligations of States with a rating of at least "A2/A" or higher by both
Moody's and S&P.
(10) Investment agreement approved in writing by Ambac Assurance supported by
appropriate opinions of counsel with notice to S&P; and
(11) Other forms of investments (including repurchase agreements) approved In
writing by Ambac Assurance with notice to S&P.
The value of the above investments shall be determined as follows:
"Value," which shall be determined as of the end of each month, means that the value of
any investments shall be calculated as follows:
(1) As to investments the bid and asked prices of which are published on a regular
basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of
the bid and asked prices for such investments so published on or most recently prior to such time
of determination;
(2) As to investments the bid and asked prices of which are not published on a regular
basis in The Wall Street Journal or The New York Times: the average bid price at such time of
determination for such investments by any two nationally recognized government securities
dealers (selected by the Paying Agent in its absolute discretion) at the time making a market in
such investments or the bid price published by a nationally recognized pricing service;
(3) As to certificates of deposit and bankers acceptances: the face amount thereof,
plus accrued interest; and
(4) As to any investment not specified above: the value thereof established by prior
agreement between the Issuer, the Paying Agent and Ambac Assurance.
"Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy
issued by Ambac Assurance insuring the payment when due of the principal of and interest on
the Series 1999 Bonds as provided therein.
"1999 Project" shall mean the capital improvements authorized to be financed with the
proceeds of the Series 1999 Bonds, in accordance with plans and specifications on file or to be
on file with the Clerk.
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"Original Instrument" shall mean Resolution No. 615 adopted by the City Commission of
the City on May 1, 1989, as heretofore amended and supplemented.
"Parity Obligations" shall mean the Issuer's outstanding Improvement Refunding
Revenue Bonds, Series 1993.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Prior Bonds" shall mean the Outstanding bonds of the City of Winter Springs, Florida,
Improvement Refunding Revenue Bonds, Series 1989.
"Resolution" shall mean the Original Instrument as amended and supplemented including
the amendments and supplements made by the Resolution and any resolution supplementing or
amending the Resolution.
"This Resolution" shall mean this instrument, as the same may from time to time be
amended, modified or supplemented.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Series 1999 Bonds" shall mean the City of Winter Springs, Florida Improvement
Refunding Revenue Bonds, Series 1999 authorized to be issued pursuant to Section 7 of this
Resolution.
"State" shall mean the State of Florida.
"Surety Bond" shall mean the surety bond issued by Ambac Assurance guaranteeing
certain payments into the subaccount within the Reserve Account with respect to the Series 1999
Bonds as provided therein and subject to the limitations set forth therein.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms
shall refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
A. It is necessary and desirable and in the interests of the health, welfare and
safety of the citizens and inhabitants of the Issuer that the 1999 Project be acquired and
constructed. The acquisition and construction of the 1999 Project serves a paramount public
purpose.
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B. The Issuer has previously issued the Refunded Bonds of which the sum of
$2,875,000 principal amount is currently outstanding and unpaid.
C. The Issuer has heretofore issued and has presently outstanding and unpaid
the Prior Bonds. The Issuer deems it necessary, desirable and in the best financial interest of the
Issuer that the Prior Bonds be refunded in order to effectuate interest cost savings and a reduction
in the debt service secured by the Excise Taxes. Simultaneously with the issuance of the Series
1999 Bonds, a sufficient portion of the proceeds of the Series 1999 Bonds and other available
funds will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder (as
defined in the Agreement) into the Escrow Account established pursuant to the Escrow Deposit
Agreement, to effectuate the refunding and defeasance of the Prior Bonds by providing for the
payment of the principal of, premium, if any, and interest on the Prior Bonds as provided in the
Escrow Deposit Agreement.
D. The Issuer deems it necessary, desirable and in the best interest of the
Issuer that the Excise Taxes be pledged to the payment of the principal of and interest on the
Series 1999 Bonds. Following the issuance of the Series 1999 Bonds, no part of the Excise
Taxes are pledged or encumbered in any manner except as security for the Series 1999 Bonds
and the Parity Obligations and except on a subordinate lien basis to the Issuer's Subordinate
Improvement Revenue Bonds, Series 1997; and the Original Instrument, in Section 18(H) thereof
as amended, provides for the issuance of Additional Parity Obligations payable from the Excise
Taxes on a parity with the Parity Obligations under the terms, limitations and conditions
provided therein. The Issuer will issue the Series 1999 Bonds as Additional Parity Obligations
within the authorization contained in Section 18(H) of the Original Instrument as amended. The
Series 1999 Bonds shall be payable on a parity and rank equally as to lien on and source and
security for payment from the Excise Taxes, and in all other respects, with the Parity
Obligations.
E. The principal of and interest and redemption premium on the Series 1999
Bonds and all reserve and other payments shall be payable solely from the Excise Taxes. The
Issuer shall never be required to levy ad valorem taxes on any real or personal property therein to
pay the principal of and interest on the Series 1999 Bonds herein authorized or to make any other
payments provided for herein. The Series 1999 Bonds shall not constitute a lien upon any
properties owned by or located within the boundaries of the Issuer or upon any property other
than the Excise Taxes.
F. The Issuer has received from Ambac Assurance commitments to provide a
policy of municipal bond insurance and a surety bond with respect to the Series 1999 Bonds,
copies of which are attached hereto as Exhibit A; and it is in the best financial interest of the
Issuer that the Issuer accept said commitments.
SECTION 4. AUTHORIZATION OF REFUNDING OF PRIOR BONDS AND
DESIGN, PERMITTING, ACQUISITION AND CONSTRUCTION OF THE 1999 PROJECT.
There is hereby authorized the refunding of the Prior Bonds as provided in the Resolution and
the design, permitting, acquisition and construction of the 1999 Project.
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SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the purchase and acceptance of any or all of the Series 1999 Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Owners from time to time of the Series 1999
Bonds and shall be a part of any contract of bond insurance that pertains to the Series 1999
Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein
set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection
and security of the Owners of any and all of the Series 1999 Bonds and for the benefit, protection
and security of any insurer insuring the Series 1999 Bonds. All of the Series 1999 Bonds,
regardless of the time or times of their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Series 1999 Bonds over any other thereof except
as expressly provided in or pursuant to this Resolution.
SECTION 6. ACCEPTANCE OF INSURANCE COMMITMENTS. The Issuer hereby
accepts the Insurer's commitments to provide the Municipal Bond Insurance Policy and Surety
Bond with respect to the Series 1999 Bonds; and the Mayor, the Clerk and/or the City Manager
of the Issuer are hereby authorized to execute and deliver on behalf of the Issuer appropriate
evidence of such acceptance.
SECTION 7. AUTHORIZATION OF SERIES 1999 BONDS. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Improvement Refunding
Revenue Bonds, Series 1999," are authorized to be issued in the aggregate principal amount of
not exceeding $8,000,000, which may mature at higher Accreted Values to include the maturity
amount of Capital Appreciation Bonds.
SECTION 8. DESCRIPTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall
be issued in fully registered form; may be Capital Appreciation Bonds or Current Interest Bonds;
shall be dated; shall be numbered consecutively from one upward in order of Maturity preceded
by the letter "R" or such other lettering as the Issuer shall approve; shall be in the denomination
of $5,000 each, or integral multiples thereof for Current Interest Bonds or in $5,000 maturity
amounts for the Capital Appreciation Bonds or in $5,000 multiples thereof, or such other
denominations as shall be approved by the Issuer in a supplemental resolution prior to the
delivery of the Series 1999 Bonds; shall bear interest at such rate or rates not exceeding the
maximum rate allowed by State law, the actual rate or rates to be approved by the governing
body of the Issuer prior to or upon the sale of the Series 1999 Bonds; such interest to be payable
semiannually at such times as are fixed by supplemental resolution of the Issuer if Current
Interest Bonds and shall mature annually on such date in such years (not exceeding 30 years
from the date of issuance) and in such amounts as will be fixed by supplemental resolution of the
Issuer prior to or upon the sale of the Series 1999 Bonds; and may be issued with variable,
adjustable, convertible or other rates and with original issue discounts; all as the Issuer shall
provide herein or hereafter by supplemental resolution.
Each Current Interest Bond shall bear interest from the interest date next preceding the
date on which it is authenticated, unless authenticated on an interest payment date, in which case
it shall bear interest from such interest payment date, or, unless authenticated prior to the first
interest payment date, in which case it shall bear interest from its date; provided, however, that if
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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 Accreted Value.
The principal of, the Accreted Value, the interest and redemption premium, if any, on the
Series 1999 Bonds shall be payable in any coin or currency of the United States of America
which on the respective dates of payment thereof is legal tender for the payment of public and
private debts. The interest on the Current Interest Bonds shall be payable by the Paying Agent
on each interest payment date to the person appearing on the registration books of the Issuer
hereinafter provided for as the registered Owner thereof on the 15th day of the calendar month
immediately preceding the applicable interest payment date, by check or draft mailed to such
registered Owner at his address as it appears on such registration books or by wire transfer to
Owners of $1,000,000 or more in principal amount of the Series 1999 Bonds. Payment of the
principal of all Current Interest Bonds and the Accreted Value with respect to the Capital
Appreciation Bonds shall be made upon the presentation and surrender of such Series 1999
Bonds as the same shall become due and payable.
Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to
the date of issuance of the Series 1999 Bonds, elect to use an immobilization system or book-
entry system with respect to issuance of such Series 1999 Bonds. As long as any Series 1999
Bonds are outstanding in book-entry form the provisions of this Resolution inconsistent with
such system of book-entry registration shall not be applicable to such Series 1999 Bonds. The
details of any alternative system of issuance, as described in this paragraph, shall be set forth in a
resolution of the Issuer duly adopted at or prior to the sale of such Series 1999 Bonds.
SECTION 9. EXECUTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall be
signed by, or bear the facsimile signature of the Mayor of the Issuer, and shall be attested by, or
bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be
imprinted on the Series 1999 Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Series 1999 Bonds shall cease to be such officer before the delivery of such Series 1999 Bonds,
such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the
same as if he has remained in office until such delivery. Any Series 1999 Bond may bear the
facsimile signature of or may be signed by such persons who, at the actual time of the execution
of such Bond, shall be the proper officers to sign such Series 1999 Bonds although, at the date of
such Series 1999 Bond, such persons may not have been such officers.
SECTION 10. AUTHENTICATION OF SERIES 1999 BONDS. Only such of the
Series 1999 Bonds as shall have endorsed thereon a certificate of authentication substantially in
the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution. No Series 1999 Bond shall be valid or
obligatory for any purpose unless and until such certificate of authentication shall have been duly
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executed by the Registrar, and such certificate of the Registrar upon any such Series 1999 Bond
shall be conclusive evidence that such Series 1999 Bond has been duly authenticated and
delivered under this Resolution. The Registrar's certificate of authentication on any Series 1999
Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
of all of the Series 1999 Bonds that may be issued hereunder at anyone time.
SECTION 11. EXCHANGE OF SERIES 1999 BONDS. Any Series 1999 Bonds, upon
surrender thereof at the principal corporate trust office of the Registrar, together with an
assignment duly executed by the Bondholder or his attorney or legal representative in such form
as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an
aggregate principal amount or Accreted Value of Series 1999 Bonds equal to the principal
amount or Accreted Value of the Series 1999 Bond or Series 1999 Bonds so surrendered.
The Registrar shall make provision for the exchange of Series 1999 Bonds at the
principal corporate trust office of the Registrar. The Issuer and Registrar shall not be obligated
to make any exchange of Series 1999 Bonds during the fifteen (15) days next preceding an
interest payment date or in the case of any proposed redemption of Series 1999 Bonds during the
fifteen (15) days next preceding the redemption date established for such Series 1999 Bonds.
SECTION 12. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES
1999 BONDS. The Registrar shall keep books for the registration of and for the registration of
transfers of Series 1999 Bonds as provided in this Resolution. The transfer of any Series 1999
Bonds may be registered only upon such books and only upon surrender thereof to the Registrar
together with an 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
1999 Bond, a new Series 1999 Bond or Series 1999 Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of such Series
1999 Bond or Series 1999 Bonds so surrendered. The Issuer and Registrar shall not be obligated
to make any transfer of Series 1999 Bonds during the fifteen (15) days next preceding an interest
payment date or in the case of any proposed redemption of Series 1999 Bonds during the fifteen
(15) days next preceding the redemption date established for such Series 1999 Bonds.
In all cases in which Series 1999 Bonds shall be exchanged, the Issuer shall execute and
the Registrar shall authenticate and deliver, at the earliest practicable time, a new Series 1999
Bond or Series 1999 Bonds of the same type (e.g., Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be exchanged for Capital
Appreciation Bonds) in accordance with the provisions of this Resolution. All Series 1999
Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by
the Registrar. The Issuer or the Registrar may make a charge for every such exchange or
registration of transfer of Series 1999 Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to such exchange or registration of transfer,
but no other charge shall be made to any Owner for the privilege of exchanging or registering the
transfer of Series 1999 Bonds under the provisions of this Resolution.
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SECTION 13. OWNERSHIP OF SERIES 1999 BONDS. The person in whose name
any Series 1999 Bond shall be registered shall be deemed and regarded as the absolute owner
thereof for all purposes, and payment of or on account of the principal or redemption price of any
such Series 1999 Bond, and the interest on any such Series 1999 Bonds shall be made only to or
upon the order of the registered owner thereof or his legal representative. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such Series 1999 Bond
including the premium, if any, and interest thereon to the extent of the sum or sums so paid.
SECTION 14. SERIES 1999 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Series 1999 Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may in its discretion cause to be executed, and the Registrar shall authenticate and deliver,
a new Series 1999 Bond of like date and tenor as the Series 1999 Bond so mutilated, destroyed,
stolen or lost (e.g., Current Interest Bonds shall be issued in exchange for Current Interest Bonds
and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in
exchange and substitution for such mutilated Series 1999 Bond upon surrender and cancellation
of such mutilated Series 1999 Bond or in lieu of and substitution for the Series 1999 Bond
destroyed, stolen or lost, and upon the Owner furnishing the Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer and the Registrar may prescribe and paying such
expenses as the Issuer and the Registrar may incur. All Series 1999 Bonds so surrendered shall
be canceled by the Issuer. If any of the Series 1999 Bonds shall have matured or be about to
mature, instead of issuing a substitute Series 1999 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid, and if such Series 1999 Bond be lost, stolen or destroyed,
without surrender thereof.
Any such duplicate Series 1999 Bonds issued pursuant to this Section shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen
or destroyed Series 1999 Bonds be at any time found by anyone, and such duplicate Series 1999
Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the same extent as all other Series
1999 Bonds issued hereunder.
SECTION 15. PROVISIONS FOR REDEMPTION. The Series 1999 Bonds shall be
subject to redemption prior to their maturity, at such times and in such manner as shall be fixed
by supplemental resolution of the Issuer prior to or at the time of sale of the Series 1999 Bonds.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Owners of Series
1999 Bonds to be redeemed at their addresses as they appear on the registration books
hereinbefore provided for, but failure to mail such notice to one or more Owners of Series 1999
Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners
of Series 1999 Bonds to which notice was duly mailed hereunder. Each such notice shall set
forth the date fixed for redemption, the redemption price to be paid and, if less than all of the
Series 1999 Bonds of one maturity are to be called, the distinctive numbers of such Series 1999
Bonds to be redeemed and in the case of Series 1999 Bonds to be redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
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Any notice of optional redemption, other than with respect to an advance refunding, shall
be circulated only if sufficient funds have been deposited in the Debt Service Fund to pay the
redemption price of the Series 1999 Bonds to be redeemed.
Official notice of redemption having been given as aforesaid, the Series 1999 Bonds or
portions of Series 1999 Bonds to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and after such date (unless the Issuer
shall default in the payment of the redemption price) such Series 1999 Bonds or portions of
Series 1999 Bonds shall cease to bear interest. Upon surrender of such Series 1999 Bonds for
redemption in accordance with said notice, such Series 1999 Bonds shall be paid by the Registrar
at the redemption price. Installments of interest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any partial redemption of
any Series 1999 Bond, there shall be prepared for the Owner a new Series 1999 Bond or Series
1999 Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Series 1999 Bond. All Series 1999 Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below, but no defect in said further notice nor any failure to give all or any portion of such
further notice shall in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed.
A. Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSIP numbers of all
Series 1999 Bonds being redeemed; (ii) the date of issue of the Series 1999 Bonds as originally
issued; (iii) the rate of interest borne by each Series 1999 Bond being redeemed: (iv) the maturity
date of each Series 1999 Bond being redeemed; and (v) any other descriptive information needed
to identify accurately the Series 1999 Bonds being redeemed.
B. Each further notice of redemption shall be sent at least 35 days before the
redemption date by registered or certified mail or overnight delivery service to all registered
securities depositories then in the business of holding substantial amounts of obligations of types
similar to the type of which the Series 1999 Bonds consist and to one or more national
information services that disseminates notices of redemption of obligations such as the Series
1999 Bonds.
SECTION 16. FORM OF SERIES 1999 BONDS. The text of the Series 1999 Bonds,
together with the certificate of authentication to be endorsed therein, shall be in substantially the
following form, with such omissions, insertions and variations as may be necessary, desirable,
authorized or permitted by this Resolution, or as may be necessary if the Series 1999 Bonds or a
portion thereof are issued as Capital Appreciation Bonds, or as may be necessary to comply with
applicable laws, rules and regulations of the United States and of the State in effect upon the
issuance thereof.
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[FORM OF SERIES 1999 BOND]
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999
MATURITY DATE: INTEREST RATE:
DATED DATE:
JUNE 15, 1999
CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity
Date identified above, upon the presentation and surrender hereof at the principal corporate trust
office of SunTrust Bank, Central Florida, National Association, Orlando, Florida, solely from the
revenues hereinafter mentioned, the Principal Amount identified above in any coin or currency
of the United States of America which on the date of payment thereof is legal tender for the
payment of public and private debts, and to pay, solely from said sources, to the Registered
Owner hereof by wire transfer or check transmitted to the Registered Owner at his address as it
appears on the Bond registration books of the Issuer as it appears on the 15th day ofthe calendar
month preceding the applicable interest payment date, interest on said Principal Amount at the
Interest Rate per annum identified above on each April 1 and October 1 commencing October 1,
1999 from the interest payment date next preceding the date of registration and authentication of
this Bond, unless this Bond is registered and authenticated as of an interest payment date, in
which case it shall bear interest from said interest payment date, or unless this Bond is registered
and authenticated prior to October 1, 1999, in which event this Bond shall bear interest from
June 15, 1999.
The Bonds of this issue [shall not be) (shall be) subject to redemption prior to their
maturity at the option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner required by the Resolution
described below.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ of like date, tenor and effect, except as to number, principal amount, maturity,
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redemption provisions and interest rate, issued to refund certain outstanding debt of the Issuer
and to acquire, construct and erect certain capital improvements within the jurisdiction of the
Issuer, all in full compliance with the Constitution and Statutes of the State of Florida, including
particularly Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, and Resolution No.
615 duly adopted by the Issuer on May 1, 1989, as amended supplemented and particularly as
supplemented by Resolution No. _ duly adopted by the Issuer on June 14, 1999 as
supplemented (hereinafter collectively called the "Resolution") and is subject to all the terms and
conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of the proceeds of the Public Service Tax imposed by the Issuer on the purchase of
certain utilities services within the corporate limits of the Issuer, under the authority of Section
166.231, Florida Statutes, and pursuant to ordinances of the City and the proceeds of the
Franchise Fees to be paid for a period of thirty (30) years from April 1, 1984, by the Florida
Power Corporation, pursuant to an ordinance enacted by the Issuer on March 27, 1984 (such tax
and fees, above described, are herein collectively referred to as "Excise Taxes") in the manner
provided in the Resolution.
It is provided in the Resolution that the lien of this Bond on the Excise Taxes is on a
parity with the lien thereon of the Issuer's outstanding Improvement Refunding Revenue Bonds,
Series 1993.
This Bond does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
Owner of this Bond that such Bondowner shall never have the right to require or compel the
exercise of the ad valorem taxing power of the Issuer or taxation of any real or personal property
therein for the payment of the principal of and interest on this Bond or the making of any debt
service fund, reserve or other payments provided for in the Resolution.
It is further agreed between the Issuer and the Owner of this Bond that this Bond and the
indebtedness evidenced hereby shall not constitute a lien or on any property of or in the Issuer,
but shall constitute a lien only on the Excise Taxes all in the manner provided in the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
bond shall be liable personally hereon or be subject liability or accountability by reason of the
issuance hereof.
It is certified that this Bond is authorized by and is issued in conformity with the
requirements of the Constitution and Statutes of the State of Florida.
This Bond is and has all the qualities and incidents of a negotiable instrument under
Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes
but may be transferred by the Bondowner hereof in person or by his attorney or legal
representative at the principal corporate trust office of the Registrar but only in the manner and
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subject to the conditions provided in the Resolution and upon surrender and cancellation of this
Bond.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Bond and
has caused the same to be signed by its Mayor, and countersigned and attested to by its Clerk
(the signatures of the Mayor, and the Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the 15th day of June, 1999.
(SEAL)
CITY OF WINTER SPRINGS, FLORIDA
Mayor
ATTESTED AND COUNTERSIGNED:
CLERK
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CERTIFICATE OF AUTHENTICATION
This Bond is one ofthe Bonds issued under the provisions ofthe within mentioned
Resolution.
Date of Authentication:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, Registrar, as
Authenticating Agent
By:
Authorized Officer
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ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached bond of the City of Winter Springs,
Florida, and does hereby constitute and appoint , attorney, to
transfer the said Bond on the books kept for Registration thereof, with full power of substitution
in the premises.
Date
Signature Guaranteed by
(member firm of the New York Stock
Exchange or a commercial bank or a trust
company.)
NOTICE: No transfer will be registered and
no new Bonds will be issued in the name of
the Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
By:
Title:
(END OF FORM OF SERIES 1999 BOND]
ORL#504734.05
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SECTION 17. APPLICATION OF SERIES 1999 BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the sale of the Series 1999 Bonds
shall be applied by the Issuer simultaneously with the delivery of such Series 1999 Bonds to the
purchaser thereof, as follows:
(A) The accrued interest shall be deposited in the Interest Account and shall be used
only for the purpose of paying interest becoming due on the Series 1999 Bonds.
(B) The Issuer shall purchase from Ambac Assurance the Surety Bond in an amount
equal to the Reserve Requirement for the Series 1999 Bonds which shall be deposited in the
subaccount in the Reserve Account hereby created for the benefit of the Series 1999 Bonds.
(C) Such sum which, together with the other funds described in the Agreement as will
be sufficient to pay, as of any date of calculation, principal and interest and any redemption
premium on the Prior Bonds at the time and in the manner provided in the Agreement, including
expenses incurred by the Issuer in connection with the payment of such Prior Bonds shall be
deposited to the escrow fund created pursuant to the Agreement. Such funds shall be kept
separate and apart from all other funds of the Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Escrow Holder solely for the purposes set forth herein and in
the Agreement. Simultaneously with the delivery of the Series 1999 Bonds to the original
purchasers thereof, the Issuer shall enter into the Agreement, the form of which will be approved
by the Issuer in a supplemental Resolution adopted prior to the issuance of the Series 1999
Bonds. At the time of execution of the Agreement, the Issuer shall furnish to the Escrow Holder
appropriate documentation to demonstrate that the sums being deposited and the investments to
be made will be sufficient to defease the Prior Bonds.
(D) The balance of the proceeds of the Series 1999 Bonds shall be deposited into the
Construction Fund hereby created and used solely for the purpose of paying Costs of the 1999
Project. Other than costs of issuing and delivering the Series 1999 Bonds which shall be paid at
the direction of the City Manager of the Issuer or his designee, the Issuer shall make
disbursements or payments from the Construction Fund to pay the Costs of the 1999 Project only
upon the filing in the office of the Clerk of certificates signed by the Finance Director and the
1999 Project engineer or other qualified consultant, stating with respect to each disbursement or
payment to be made: (1) the item number of the payment, (2) the name and address of the Person
to whom payment is due, (3) the amount to be paid, and (4) that each obligation, item or cost or
expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the
1999 Project and is a proper charge against the Construction Fund and has not been the basis of
any previous disbursement or payment, or that each obligation, item of cost or expense
mentioned therein is a reimbursement of a part of the Cost of the 1999 Project which has been
paid by the Issuer or will be paid by the Issuer substantially contemporaneously with such
disbursement from the Construction Fund, and is a proper charge against the Construction Fund,
has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous
disbursement or payment and the Issuer is entitled to reimbursement thereof.
The date of completion of the 1999 Project shall be determined by the 1999 Project
engineer or other qualified consultant who shall certify such fact in writing to the governing
body of the Issuer. Promptly after the date of the completion of the 1999 Project, and after
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paying or making provisions for the payment of all unpaid items of the Cost of the 1999 Project,
the Issuer shall deposit in the following order of priority any balance of moneys remaining in the
Construction Fund in (1) another construction fund or account established in connection with
projects for which there are insufficient moneys present to pay the costs of such project, (2) the
subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds, to the extent
of a deficiency therein and (3) such other fund or account of the Issuer, including those
established under the Original Instrument, as shall be determined by the governing body,
provided the Issuer has received an opinion of bond counsel to the effect that such transfer shall
not adversely affect the exclusion of interest on the Series 1999 Bonds from gross income for
federal income tax purposes.
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Series 1999 Bonds shall
not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the
meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes on a parity with the lien thereon of the Parity Obligations
as herein provided and as provided in the Original Investment. No Holder or Holders of any
Series 1999 Bonds issued hereunder shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer or taxation in any form of any real or personal property
therein, or to compel the Issuer to pay such principal and interest from any other funds of the
Issuer.
SECTION 19. SECURITY FOR SERIES 1999 BONDS. The payment of the principal
of or redemption price, if applicable, and interest on the Series 1999 Bonds shall be secured
forthwith equally and ratably by a pledge of and prior lien upon the Excise Taxes. The Excise
Taxes shall be subject to the lien of this pledge immediately upon the issuance and delivery of
the Series 1999 Bonds, without any physical delivery by the Issuer of the Excise Taxes or further
act, and the lien of this pledge shall be valid and binding as against all parties having claims of
any kind against the Issuer, in tort, contract or otherwise. The Issuer does hereby irrevocably
pledge the Excise Taxes to the payment of the principal of or redemption price, if applicable, and
interest on the Series 1999 Bonds in the manner provided in this Resolution and the Original
Instrument.
The Series 1999 Bonds are payable from the Excise Taxes on a parity, equally and
ratably, with the Parity Obligations.
SECTION 20. ADDITIONAL SECURITY. Anything herein to the contrary
notwithstanding, however, the Issuer may cause the Series 1999 Bonds to be payable from and
secured by a bond insurance policy not applicable to anyone or more other Series of Bonds, as
shall be provided by supplemental resolution of the City Commission of the Issuer, in addition to
the security of the Excise Taxes provided herein.
SECTION 21. APPLICATION OF PROVISIONS OF ORIGINAL INSTRUMENT.
The Series 1999 Bonds shall for all purposes be considered to be Additional Parity Obligations
issued under the authority of Section 18(H) of the Original Instrument as amended and shall be
entitled to all the protection and security provided in and by the Original Instrument for
Additional Parity Obligations, and the Series 1999 Bonds shall be in all respects entitled to the
same security, rights and privileges enjoyed by the Parity Obligations. The debt service on the
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Series 1999 Bonds shall be payable from the Debt Service Fund established by the Original
Instrument on a parity with the Parity Obligations, and deposits shall be made into the Debt
Service Fund by the Issuer in amounts fully sufficient to pay the debt service on the Series 1999
Bonds and on the Parity Obligations as such debt service become due. Notwithstanding the
immediately preceding sentence, the Surety Bond shall secure only the Series 1999 Bonds.
SECTION 22. MUNICIPAL BOND INSURANCE. Notwithstanding any provision to
the contrary contained herein, the following provisions shall apply so long as the Municipal
Bond Insurance Policy and the Surety Bond with respect to the Series 1999 Bonds issued by
Ambac Assurance shall be in full force and effect:
(A) Any provision of this Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any manner which affect the rights of Ambac
Assurance hereunder without the prior written consent of Ambac Assurance.
(B) Unless otherwise provided in this Resolution, Ambac Assurance's consent shall
be required in addition to Bondholder consent, when required, for the following purposes:
(i) execution and delivery of any supplemental Resolution or any amendment,
supplement or change to or modification of the Resolution, (ii) removal of the Registrar
or Paying Agent and selection and appointment of any successor Registrar or Paying
Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above
which requires Bondholder consent.
(C) Any reorganization or liquidation plan with respect to the Issuer must be
acceptable to Ambac Assurance. In the event of any reorganization or liquidation,
Ambac Assurance shall have the right to vote on behalf of all Bondholders who hold
Ambac Assurance-insured Bonds absent a default by Ambac Assurance under the
Municipal Bond Insurance Policy.
(D) Anything in this Resolution to the contrary notwithstanding, upon the occurrence
and continuance of an Event of Default as defined herein, Ambac Assurance shall be
entitled to control and direct the enforcement of all rights and remedies granted to the
Bondholders or any trustee for the benefit of the Bondholders under the Resolution.
(E) While the Municipal Bond Insurance Policy is in effect, the Issuer or the Paying
Agent, as appropriate, shall furnish to Ambac Assurance (to the attention of the
Surveillance Department, unless otherwise indicated):
(a) as soon as practicable after the filing thereof, a copy of any financial
statement of the Issuer and a copy of any audit and annual report of the Issuer;
(b) such additional information it may reasonably request;
(c) a copy of any notice to be given to the registered owners of the Series 1999
Bonds, including, without limitation, notice of any redemption of or defeasance of Series
1999 Bonds, and any certificate rendered pursuant to this Resolution relating to the
security for the Series 1999 Bonds, at no cost to Ambac Assurance; and
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(d) To the extent that the Issuer has entered into a continuing disclosure
agreement with respect to the Series 1999 Bonds, Ambac Assurance shall be copied on
all information provided in regard thereto.
(F) The Paying Agent or Issuer, as appropriate, shall notify Ambac Assurance to the
attention of the general counsel's office of any failure of the Issuer to provide relevant
notices, certificates, etc.
Notwithstanding any other provision of this Resolution, the Paying Agent shall
immediately notify Ambac Assurance to the attention of the general counsel's office if at
any time there are insufficient moneys to make any payments of principal and/or interest
as required and immediately upon the occurrence of any Event of Default under the
Resolution.
(G) The Issuer will permit Ambac Assurance to discuss the affairs, finances and
accounts of the Issuer or any information Ambac Assurance may reasonably request
regarding the security for the Series 1999 Bonds with appropriate officers of the Issuer.
The Paying Agent or Issuer, as appropriate, will permit Ambac Assurance to have access
to the 1999 Project and have access to and to make copies of all books and records
relating to the Series 1999 Bonds at any reasonable time.
Ambac Assurance shall have the right to direct an accounting at the Issuer's
expense, and the Issuer's failure to comply with such direction within thirty (30) days
after receipt of written notice of the direction from Ambac Assurance shall be deemed a
default hereunder; provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owner of the Series 1999 Bonds.
(H) For all purposes of this Resolution, Series 1999 Bonds shall remain Outstanding
in the event that the principal and/or interest due on the Series 1999 Bonds shall be paid
by Ambac Assurance Corporation pursuant to the Municipal Bond Insurance Policy.
(1) As long as the Municipal Bond Insurance Policy shall be in full force and effect,
the Issuer and any Paying Agent agree to comply with the following provisions:
(a) At least one (1) day prior to all interest payment dates the Paying Agent will
determine whether there will be sufficient funds in the Debt Service Fund to pay the
principal of or interest on the Series 1999 Bonds on such interest payment date. If the
Paying Agent determines that there will be insufficient funds in the Debt Service Fund,
the Paying Agent shall notify Ambac Assurance. Such notice shall specify the amount of
the anticipated deficiency, the Series 1999 Bonds to which such deficiency is applicable
and whether such Series 1999 Bonds will be deficient as to principal or interest, or both.
If the Paying Agent has not so notified Ambac Assurance at least one (1) day prior to an
interest payment date, Ambac Assurance will make payments of principal or interest due
on the Series 1999 Bonds on or before the first (1 st) day next following the date on which
Ambac Assurance shall have received notice of nonpayment from the Paying Agent.
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(b) the Paying Agent shall, after giving notice to Ambac Assurance as provided
in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction,
to the United States Trust Company of New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration
books of the Issuer maintained by the Registrar and all records relating to the funds and
accounts maintained under the Resolution.
(c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Series 1999 Bonds entitled to receive principal or
interest payments from Ambac Assurance under the terms of the Municipal Bond
Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Series 1999 Bonds entitled to receive full or
partial interest payments from Ambac Assurance and (ii) to pay principal or Accreted
Value upon Series 1999 Bonds surrendered to the Insurance Trustee by the registered
owners of Series 1999 Bonds entitled to receive full or partial principal or Accreted
Value payments from Ambac Assurance.
(d) the Paying Agent shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 1999 Bonds entitled to receive
the payment of principal, Accreted Value or interest thereon from Ambac Assurance (i)
as to the fact of such entitlement, (ii) that Ambac Assurance will remit to them all or a
part of the interest payments next coming due upon proof of Bondholder entitlement to
interest payments and delivery to the Insurance Trustee, in form satisfactory to the
Insurance Trustee, of an appropriate assignment of the registered owner's right to
payment, (iii) that should they be entitled to receive full payment of principal or Accreted
Value from Ambac Assurance, they must surrender their Series 1999 Bonds (along with
an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to
permit ownership of such Series 1999 Bonds to be registered in the name of Ambac
Assurance) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that
should they be entitled to receive partial payment of principal or Accreted Value from
Ambac Assurance, they must surrender their Series 1999 Bonds for payment thereon first
to the Paying Agent, who shall note on such Series 1999 Bonds the portion of the
principal or Accreted Value paid by the Paying Agent, and then, along with an
appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion of principal or Accreted Value.
( e) in the event that the Paying Agent has notice that any payment of principal or
Accreted Value of or interest on a Series 1999 Bond which has become Due for Payment
and which is made to a Bondholder by or on behalf of the Issuer has been deemed a
preferential transfer and theretofore recovered from its registered owner pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final
nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at
the time Ambac Assurance is notified pursuant to (a) above, notify all registered owners
that in the event that any registered owner's payment is so recovered, such registered
owner will be entitled to payment from Ambac Assurance to the extent of such recovery
if sufficient funds are not otherwise available, and the Paying Agent shall furnish to
Ambac Assurance its records evidencing the payments of principal or Accreted Value of
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and interest on the Series 1999 Bonds which have been made by the Paying Agent and
subsequently recovered from registered owners and the dates on which such payments
were made.
(f) in addition to those rights granted Ambac Assurance under this Resolution,
Ambac Assurance shall, to the extent it makes payment of principal or Accreted Value of
or interest on Series 1999 Bonds, become subrogated to the rights of the recipients of
such payments in accordance with the terms of the Municipal Bond Insurance Policy, and
to evidence such subrogation (i) in the case of subrogation as to claims for past due
interest, the Paying Agent shall note Ambac Assurance's rights as subrogee on the
registration books of the Issuer maintained by the Paying Agent upon receipt from
Ambac Assurance of proof of the payment of interest thereon to the registered owners of
the Series 1999 Bonds, and (ii) in the case of subrogation as to claims for past due
principal or Accreted Value, the Paying Agent shall note Ambac Assurance's rights as
subrogee on the registration books of the Issuer maintained by the Paying Agent upon
surrender of the Series 1999 Bonds by the registered owners thereof together with proof
of the payment of principal or Accreted Value thereof.
(J) To the extent that this Resolution confers upon or gives or grants to Ambac
Assurance any right, remedy or claim under or by reason of this Resolution, Ambac
Assurance is hereby explicitly recognized as being a third-party beneficiary hereunder
and may enforce any such right, remedy or claim conferred, given or granted hereunder.
(K) As long as the Surety Bond shall be in full force and effect, the Issuer and Paying
Agent, if appropriate, agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Debt Service Fund
(exclusive of the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds), plus all amounts on deposit in and credited to the subaccount in the Reserve
Account created for the benefit of the Series 1999 Bonds in excess of the amount of the
Surety Bond, are insufficient to pay the amount of principal and/or Accreted Value and
interest coming due, then upon the later of: (i) one (1) day after receipt by the General
Counsel of Ambac Assurance of a demand for payment in the form attached to the Surety
Bond as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent
certifying that payment due under the Resolution has not been made to the Paying Agent;
or (ii) the payment date of the Series 1999 Bonds as specified in the Demand for Payment
presented by the Paying Agent to the General Counsel of Ambac Assurance, Ambac
Assurance will make a deposit of funds in an account with the Paying Agent or its
successor, in New York, New York, sufficient for the payment to the Paying Agent, of
amounts which are then due to the Paying Agent under the Resolution (as specified in the
Demand for Payment) up to but not in excess of the Surety Bond Coverage, as defined in
the Surety Bond; provided, however, that in the event that the amount on deposit in, or
credited to, the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds, in addition to the amount available under the Surety Bond, includes amounts
available under a letter of credit, insurance policy, surety bond or other such funding
instrument (the "Additional Funding Instrument"), draws on the Surety Bond and the
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Additional Funding Instrument shall be made on a pro rata basis to fund the
insufficiency.
(b) the Paying Agent shall, after submitting to Ambac Assurance the Demand for
payment as provided in (a) above, make available to Ambac Assurance all records
relating to the funds and accounts maintained under the Resolution.
(c) the Paying Agent shall, upon receipt of moneys received from the draw on the
Surety Bond, as specified in the Demand for Payment, credit the subaccount in the
Reserve Account created for the benefit of the Series 1999 Bonds to the extent of moneys
received pursuant to such Demand.
(d) the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds shall be replenished in the following priority: (i) principal and interest on
the Surety Bond and on the Additional Funding Instrument shall be paid from first
available Pledged Revenues on a pro rata basis; (ii) after all such amounts are paid in full,
amounts necessary to fund the subaccount in the Reserve Account created for the benefit
of the Series 1999 Bonds to the required level, after taking into account the amounts
available under the Surety Bond and any Additional Funding Instrument shall be
deposited from next available Pledged Revenues.
SECTION 23. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders of the Series 1999 Bonds that it shall not use
the proceeds of such Series of Bonds in any manner which would cause the interest on such
Series of Bonds to be or become includable in the gross income of the Holder thereof for federal
income tax purposes.
(B) The Issuer covenants with the Holders of the Series 1999 Bonds that neither the
Issuer nor any Person under its control or direction will make any use of the proceeds of such
Series 1999 Bonds (or amounts deemed to be proceeds under the Code) in any manner which
would cause such Series 1999 Bonds to be "arbitrage bonds" within the meaning of Section 148
of the Code, and neither the Issuer nor any other Person shall do any act or fail to do any act
which would cause the interest on such Series 1999 Bonds to become includable in the gross
income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of the Series 1999 Bonds that it will
comply with all provisions of the Code necessary to maintain the exclusion of interest on such
Series 1999 Bonds from the gross income of the Holder thereof for federal income tax purposes,
including, in particular, the payment of any amount required to be rebated to the United States
Treasury pursuant to the Code.
SECTION 24. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all Series 1999 Bonds the principal and/or Accreted Value, redemption premium, if
any, and interest due or to become due thereon, at the times and in the manner stipulated herein
ORL1I504734.05
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and in the Series 1999 Bonds, then the covenants, agreements and other obligations of the Issuer
to the Bondholders, shall thereupon cease, terminate and become void and be discharged and
satisfied. If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of any Outstanding Series 1999 Bonds the principal and/or Accreted Value, redemption
premium, if any, and interest due or to become due thereon, at the times and in the manner
stipulated herein, such Series 1999 Bonds shall cease to be entitled to any benefit under this
Resolution, and all covenants, agreements and obligations of the Issuer to the Holders of such
Series 1999 Bonds shall thereupon cease, terminate and become void and be discharged and
satisfied.
(B) The Series 1999 Bonds, redemption premium, if any, and interest due or to become
due for the payment or redemption of which moneys shall have been set aside and shall be held
in trust (through deposit by the Issuer of funds for such payment or redemption or otherwise) at
the maturity or redemption date thereof shall be deemed to have been paid within the meaning
and with the effect expressed in paragraph (A) of this Section 24. Any Outstanding Series 1999
Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within
the meaning and with the effect expressed in paragraph (A) of this Section if (i) in case of said
Series 1999 Bonds are to be redeemed on any date prior to their maturity, the Issuer shall have
given to the escrow agent instructions accepted in writing by the escrow agent to notify Holders
of Outstanding Series 1999 Bonds in the manner required herein of the redemption of such
Series 1999 Bonds on said date and (ii) there shall have been deposited with the escrow agent
either moneys in an amount which shall be sufficient, or Federal Securities (including any
Federal Securities issued or held in book-entry form on the books of the Department of the
Treasury of the United States) the principal of and the interest on which when due will provide
moneys which, together with the moneys, if any, deposited with the escrow agent at the same
time, shall be sufficient, to pay when due the principal of and/or Accreted Value, or premium, if
any, and interest due and to become due on said Series 1999 Bonds on or prior to the redemption
date or maturity date thereof, as the case may be.
Notwithstanding anything herein to the contrary, in the event that the principal and/or
Accreted Value and/or interest due on the Series 1999 Bonds shall be paid by Ambac Assurance
pursuant to the Municipal Bond Insurance Policy, the Series 1999 Bonds shall remain
Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid
by the Issuer, and the assignment and pledge of the Pledged Revenues and all covenants,
agreements and other obligations of the Issuer to the registered owners shall continue to exist and
shall run to the benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the
rights of such registered owners.
SECTION 25. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure requirements of the
Rule with respect to the Series 1999 Bonds, that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time
the Issuer delivers the Series 1999 Bonds to the participating underwriter or underwriters, as it
may be amended from time to time in accordance with the terms thereof. Notwithstanding any
other provision of this Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an Event of Default hereunder. However, the
Continuing Disclosure Certificate shall be enforceable by the Series 1999 Bondowners in the
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event that the Issuer fails to cure a breach thereunder within a reasonable time after written
notice from a Series 1999 Bondowner to the Issuer that a breach exists. Any rights of the Series
1999 Bondowners to enforce the provisions of the covenant shall be on behalf of all Series 1999
Bondowners and shall be limited to a right to obtain specific performance of the Issuer's
obligations thereunder.
SECTION 26. SEVERABILITY. If anyone or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Series 1999 Bonds, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants, agreements or provisions
ofthis Resolution or of the Series 1999 Bonds issued hereunder.
SECTION 27. SALE OF BONDS. The Series 1999 Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and at such price or prices
as shall be consistent with the provisions of the requirements of this Resolution and other
applicable provisions oflaw.
SECTION 28. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Series 1999 Bonds and this Resolution, and they are
hereby authorized to execute and deliver all documents which shall be required by bond counsel
or the initial purchasers of the Series 1999 Bonds to effectuate the sale of the Series 1999 Bonds
to said initial purchasers.
SECTION 29. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Series 1999 Bonds shall be personally
liable therefor or be subject to any personal liability or accountability by reason of the issuance
thereof.
SECTION 30. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
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SECTION 31. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
ADOPTED this 14th day of June, 1999.
(SEAL)
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA
ATTEST:
City Clerk
Mayor
Approved as to form and legal sufficiency:
City Attorney
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