HomeMy WebLinkAboutResolution 895 Revenue Bonds/TLBD
RESOLUTION NO. 895
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA AUTHORIZING THE ISSUANCE BY THE CITY OF
NOT EXCEEDING $2,500,000 IN AGGREGATE PRINCIPAL
AMOUNT OF SPECIAL ASSESSMENT REVENUE BONDS,
SERIES 1999 (TUSCA WILLA LIGHTING AND
BEAUTIFICATION DISTRICT), TO FINANCE A PART OF
THE COST OF CONSTRUCTING RIGHTS-OF-WAY,
SUBDIVISION WALLS AND SUBDIVISION
ENTRANCEW A YS WITHIN THE TUSCA WILLA LIGHTING
AND BEAUTIFICATION DISTRICT, TO PURCHASE A
SURETY BOND FOR DEPOSIT TO THE RESERVE FUND
AND TO PAY THE COSTS OF ISSUANCE OF THE BONDS;
PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON THE BONDS, CERTAIN PLEDGED
REVENUES INCLUDING THE PROCEEDS OF THE NON-AD
VALOREM SPECIAL ASSESSMENTS LEVIED BY THE CITY
AGAINST PROPERTY WITH SUCH ASSESSMENT AREA
SPECIALLY BENEFITED BY SUCH PROJECT;
COVENANTING TO BUDGET AND APPROPRIATE
CERTAIN LEGALLY AVAILABLE NON-AD VALOREM
FUNDS TO PAY DEBT SERVICE ON SUCH BONDS TO THE
EXTENT SUCH SPECIAL ASSESSMENTS ARE
INSUFFICIENT TO DO SO; MAKING CERTAIN
COVENANTS AND AGREEMENTS FOR THE BENEFIT OF
THE HOLDERS OF THE 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,
and other applicable provisions oflaw.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined
in this Resolution 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.
"Acquired Obligations" shall mean and include any of the following securities, if and to
the extent the same are at the time legal for investment of funds of the Issuer:
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(i) any bonds or other obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the United States of America,
including obligations of any Federal agency or corporation which has been or may hereafter be
created pursuant to an act of Congress as an agency or instrumentality of the United States of
America to the extent unconditionally guaranteed by the United States of America or any other
evidences of an ownership interest in obligations or in specified portions thereof (which may
consist of specified portions of the interest thereon) of the character described in this clause (i)
held by a bank or trust company as custodian, under which the owner of the investment is the
real party in interest and has the right to proceed directly and individually against the obligor on
the obligations described in this clause (i), and which underlying obligations are not available to
satisfy any claim of the custodian or any person claiming through the custodian or to whom the
custodian may be obligated; and
(ii) any bonds or other obligations of (a) the State of Florida or any
governmental unit thereof or (b) any other state of the United States or governmental unit
thereof, the interest on which is excluded from gross income for federal income tax purposes and
which are rated at such time in the then highest rating category of two or more nationally
recognized municipal rating agencies; and
(iii) 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 (a) which are not
callable at the option of the obligor prior to maturity or as to which irrevocable notice has been
given by the obligor to call such bonds or obligations on the date specified in the notice, (b)
which are fully secured as to principal and interest and redemption premium, if any, by a fund
consisting only of cash or bonds or other obligations of the character described in clause (i)
hereof which fund may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (c) as to which the principal of and interest on the bonds and obligations of the
character described in clause (i) hereof which have been deposited in such fund along with any
cash on deposit in such fund is sufficient to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this clause (iii) on the maturity
date or dates thereof or on the redemption date or dates specified in the irrevocable instructions
referred to in subclause (a) of this clause (iii), as appropriate.
"Amortization Installment" shall mean an amount designated as such by supplemental
resolution of the Issuer and established with respect to any Term Bonds.
"Assessment Area" shall mean that area within the City designated as the Tuscawilla
Lighting and Beautification District pursuant to City Resolution No. 884 as amended and
supplemented.
"Assessments" shall mean the proceeds to be derived from the special assessments
imposed and levied by the City for the payment of the Project Cost of Local Improvements (as
defined in City Ordinance 98-704) against the property within the Tuscawilla Lighting and
Beautification District to be specially benefited by the construction of the Project, including
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interest on such Assessments and any penalties thereon and moneys received upon the
foreclosure of the liens of any such Assessments, but excluding moneys recovered for the
expense of collecting Assessments.
"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 Daily Bond Buyer or The Wall Street Journal).
"Average Annual Bond Service Requirement" shall mean, the total amount of Bond
Service Requirement which is to become due on all Bonds deemed to be Outstanding
immediately after the issuance of the Bonds divided by the total number of years for which
Bonds are deemed to be Outstanding, 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.
"Bond Counsel" shall mean Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. or
any other attorney at law or firm of attorneys of nationally recognized standing in matters
pertaining to the exclusion from gross income for federal income tax purposes of interest on
obligations issued by states and political subdivisions, and duly admitted to practice law before
the highest court of any state of the United States of America.
"Bond Insurance Policy," shall mean the municipal bond insurance policy issued by the
Bond Insurer that guarantees payment of principal of, and interest on, the Bonds.
"Bond Insurer," with respect to the Bonds, shall mean the Person, if any, who provides a
Bond Insurance Policy designated in a supplemental resolution of the Issuer.
"Bond Service Requirement" shall mean, for any Bond Year, the amount of principal of
or Amortization Installments and interest due on the Bonds for such Bond Year.
"Bond Year" shall mean the Fiscal Year of the Issuer.
"Bonds" shall mean the Special Assessment Revenue Bonds, Series 1999 (Tuscawilla
Lighting and Beautification District) herein authorized to be issued herein.
"City Attorney" shall mean the City Attorney of the Issuer.
"City Manager" shall mean the City Manager of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 16 of this Resolution.
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"Continuing Disclosure Certificate" shall mean that certain certificate related to the
Bonds to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the
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.
"Finance Director" shall mean the Finance Director of the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and ending
on the next succeeding September 30 or such other annual period as may be prescribed by law
from time to time for the Issuer.
"Holder of Bonds" or "Bondholders" or any similar term shall mean any persons who
shall be the registered owner of any outstanding Bonds.
"Issuer" or "City" shall mean the City of Winter Springs, Florida.
"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, 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 which were to be made in prior
Bond Years.
"Non-Ad Valorem Funds" shall mean all legally available revenues of the Issuer other
than the Assessments derived from any source whatsoever other than ad valorem taxation on real
or personal property, which are legally available to make the payments required herein, but only
after provision has been made by the Issuer for the payment of services and programs which are
for essential public purposes affecting the health, welfare and safety of the inhabitants of the
Issuer or which are legally mandated by applicable law.
"Outstanding" or "Bonds Outstanding" shall mean 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 Acquired
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 Acquired 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 given according to the requirements of this Resolution
or irrevocable instructions directing the timely publication of such notice and directing the
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payment of the principal of and interest on all such Bonds at such redemption dates shall have
been given; 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.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
supplemental resolution and its successors or assigns, and any other Person which may at any
time be substituted in its place pursuant to a supplemental resolution.
"Permitted Investments" shall mean any investment permitted under applicable State,
local and federal law for proceeds of debt of the Issuer and the Pledged Revenues.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Revenues" shall mean the Assessments, and until applied in accordance with
the provisions of this Resolution, the proceeds of the Bonds and all moneys including
investments, in the funds and accounts established hereunder, except the Rebate Fund.
"Project" shall mean certain capital improvements to be made within the Assessment
Area, all or more particularly described in the plans and specifications on file or to be on file
with the City as the same may be amended or supplemented from time to time.
"Project Costs" shall mean all costs authorized to be paid from the Construction Fund
pursuant to Section 18 hereof to the extent permitted under the laws of the State. It is intended
that this definition be broadly construed to encompass all costs, expenses and liabilities of the
Issuer related to the Project which on the date of this Resolution or in the future shall be
permitted to be funded with the proceeds of the Bonds pursuant to the laws of the State.
"Rebate Fund" shall mean the Rebate Fund created pursuant to Section 24 of this
Resolution.
"Redemption Price" shall mean with respect to any Bond or portion thereof, the principal
amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof
pursuant to such Bond or this Resolution.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to
supplemental resolution and its successors and assigns, and any other Person which may at any
time be substituted in its place pursuant to supplemental resolution.
"Reserve Fund" shall mean the Reserve Fund created and established pursuant to Section
16 of this Resolution.
"Reserve Requirement" shall be the lesser of (i) the Maximum Bond Service
Requirement, (ii) 125% of the Average Annual Bond Service Requirement or (iii) the largest
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amount as shall not adversely affect the exclusion of interest on the Bonds from gross income for
Federal income tax purposes.
"Resolution" shall mean this resolution as from time to time may be amended or
supplemented, in accordance with the terms hereof.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Serial Bonds" shall mean all of the Bonds other than Term Bonds, as shall be
determined by supplemental resolution of the Issuer.
"State" shall mean the State of Florida.
"Surety Bond" shall mean the surety bond issued by the Bond Insurer guaranteeing
certain payments into the Reserve Fund as provided therein and subject to the limitations set
forth therein.
"Term Bonds" shall mean the Bonds of a series, all of which shall be stated to mature on
one date, as shall be determined by supplemental resolution of the Issuer.
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 in the best interests of the Issuer and the residents thereof that the Issuer
authorize the issuance of the Bonds for the purpose of designing, permitting, acquiring and
constructing the Project.
(B) The Issuer has legally imposed the Assessments.
(C) The principal of and interest and redemption premium on the Bonds and all other
payments hereunder will be secured solely by the Pledged Revenues and to the extent necessary
by a covenant of the Issuer, with certain conditions as set forth herein, to budget and appropriate
from Non-Ad Valorem Funds amounts necessary to pay the principal of an interest on the Bonds
when due. The Issuer shall never be required to use any ad valorem taxes for the payment of the
Bonds. The Bonds shall not constitute a pledge of the faith and credit of the Issuer, nor shall the
Bondholders or the Bond Insurer have any lien or encumbrance on the Project or upon any other
property of the Issuer except the Pledged Revenues.
(D)
The Pledged Revenues have not been pledged or encumbered in any manner.
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SECTION 4. AUTHORIZATION OF DESIGN, PERMITTING, ACQUISITION AND
CONSTRUCTION OF THE PROJECT. There is hereby authorized the design, permitting,
acquisition and construction of the Project.
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the purchase and acceptance of any or all of the 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 Bonds and shall be a part of
any contract of bond insurance that pertains to the 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 Bonds and for the benefit, protection and security of any Bond Insurer insuring the Bonds.
All of the 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 Bonds over any other thereof except
as expressly provided in or pursuant to this Resolution.
SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Special Assessment Revenue Bonds, Series
1999 (Tuscawilla Lighting and Beautification District)," are authorized to be issued in the
aggregate principal amount of not exceeding $2,500,000.
SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered
form; as 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 or such other denominations as shall
be approved by the Issuer in a supplemental resolution prior to the delivery of the 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 Bonds; such interest to be payable semiannually at such times as are fixed by supplemental
resolution of the Issuer and shall mature annually on such date in such years (not exceeding 40
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 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 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 at the
time of authentication payment of any interest which is due and payable has not been made, such
Bond shall bear interest from the date to which interest shall have been paid.
The principal of, the interest and redemption premium, if any, on the 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
Bonds shall be payable by the Paying Agent on each interest payment date to the person
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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 Bonds. Payment of the principal of all Bonds shall be made upon the presentation and
surrender of such 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 Bonds, elect to use an immobilization system or book-entry system
with respect to issuance of such Bonds. As long as any 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 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 Bonds.
SECTION 8. EXECUTION OF BONDS. The 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
Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such 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 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 Bonds although, at the date of such Bond, such persons may not have been
such officers.
SECTION 9. AUTHENTICATION OF BONDS. Only such of the 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 Bond shall be valid or obligatory for any purpose unless and until
such certificate of authentication shall have been duly executed by the Registrar, and such
certificate of the Registrar upon any such Bond shall be conclusive evidence that such Bond has
been duly authenticated and delivered under this Resolution. The Registrar's certificate of
authentication on any 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 Bonds that may be issued hereunder at anyone time.
SECTION 10. EXCHANGE OF BONDS. Any 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 of
Bonds equal to the principal amount of the Bond or Bonds so surrendered.
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The Registrar shall make provision for the exchange of Bonds at the designated office of
the Registrar. The Issuer and Registrar shall not be obligated to make any exchange of Bonds
during the fifteen (15) days next preceding an interest payment date or in the case of any
proposed redemption of Bonds during the fifteen (15) days next preceding the redemption date
established for such Bonds.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS.
The Registrar shall keep books for the registration of and for the registration of transfers
of Bonds as provided in this Resolution. The transfer of any 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 Bond, a new Bond or Bonds registered in the
name of the transferee, and in an aggregate principal amount equal to the principal amount of
such Bond or Bonds so surrendered. The Issuer and Registrar shall not be obligated to make any
transfer of Bonds during the fifteen (15) days next preceding an interest payment date or in the
case of any proposed redemption of Bonds during the fifteen (15) days next preceding the
redemption date established for such Bonds.
In all cases in which Bonds shall be exchanged, the Issuer shall execute and the Registrar
shall authenticate and deliver, at the earliest practicable time, a new Bond or Bonds in
accordance with the provisions of this Resolution. All 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 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 Bonds under the provisions
of this Resolution.
SECTION 12. OWNERSHIP OF BONDS. The person in whose name any 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 Bond, and the interest
on any such 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 Bond including the premium, if any, and interest thereon to the extent of the
sum or sums so paid.
SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any 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 Bond of like date
and tenor as the Bond so mutilated, destroyed, stolen or lost in exchange and substitution for
such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and
substitution for the 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 Bonds so surrendered shall
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be canceled by the Issuer. If any of the Bonds shall have matured or be about to mature, instead
of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid,
and if such Bond be lost, stolen or destroyed, without surrender thereof.
Any such duplicate 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 Bonds be at any time found by anyone, and such duplicate 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 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The 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 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 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 Bonds shall not affect the validity
of the proceedings for such redemption with respect to Owners of 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 Bonds of one maturity are to be called, the
distinctive numbers of such Bonds to be redeemed and in the case of Bonds to be redeemed in
part only, the portion of the principal amount to be redeemed.
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 Bond Service Fund to pay the
redemption price of the Bonds to be redeemed.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
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 Bonds or portions of Bonds shall cease to bear interest.
Upon surrender of such Bonds for redemption in accordance with said notice, such 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 Bond, there shall be prepared for the Owner a new Bond or Bonds
of the same maturity in the amount of the unpaid principal of such partially redeemed Bond. All
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.
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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
Bonds being redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of
interest borne by each Bond being redeemed: (iv) the maturity date of each Bond being
redeemed; and (v) any other descriptive information needed to identify accurately the 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 Bonds consist and to one or more national information services
that disseminates notices of redemption of obligations such as the Bonds.
SECTION 15. FORM OF BONDS. The text of the 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 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 NOTE]
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 1999
(TUSCA WILLA LIGHTING AND BEAUTIFICATION DISTRICT)
MATURITY DATE:
INTEREST RATE:
DATED DATE:
, 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 , 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 or draft 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 of the calendar month
preceding the applicable interest payment date, interest on said Principal Amount at the Interest
Rate per annum identified above on each 1 and 1 commencing 1,
2000 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, 2000, in which event this Bond shall bear interest from
,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.
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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,
redemption provisions and interest rate, issued to acquire, construct and erect certain capital
improvements within the Tuscawilla Lighting and Beautification District located 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. _ duly adopted by the Issuer on , 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 Pledged Revenues (as defined in the Resolution) including the Assessments (as
defined in the Resolution) and until applied in accordance with the provisions of the Resolution,
the proceeds of the Bonds and all moneys including investments thereof, in certain of the funds
and accounts established pursuant to the Resolution, all in the manner and to the extent provided
in the Resolution.
The Issuer covenants and agrees in the Resolution to appropriate in its annual budget, by
amendment, if necessary, from Non-Ad Valorem Funds amounts sufficient to (A) pay principal
of, Redemption Price, if any, and interest on the Bonds when due, (B) pay all fees and expenses
of the Paying Agent and Registrar, and (C) pay all required deposits to the Reserve Fund and
Rebate Fund but only to the extent Pledged Revenues are insufficient to make such payments or
deposits. Such covenant and agreement on the part of the Issuer to budget and appropriate such
amounts of Non-Ad Valorem Funds shall be cumulative to the extent not paid and shall continue
until such Non-Ad Valorem Funds or other legally available funds in amounts sufficient to make
all such required payments shall have been budgeted, appropriated and actually paid.
Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to maintain
any services or programs, now provided or maintained by the Issuer, which generate Non-Ad
Valorem Funds.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non-Ad Valorem Funds, nor does it preclude the Issuer from pledging in the future its Non-Ad
Valorem Funds, nor does it require the Issuer to levy and collect any particular Non-Ad Valorem
Funds, nor does it give the Bondholders a prior claim on the Non-Ad Valorem Funds as opposed
to claims of general creditors of the Issuer. Such covenant to appropriate Non-Ad Valorem
Funds is subject in all respects to the payment of obligations secured by a pledge of such Non-
Ad Valorem Funds heretofore or hereafter entered into (including the payment of debt service on
bonds and other debt instruments).
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 bond
service fund, reserve or other payments provided for in the Resolution.
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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 Pledged Revenues 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 confonnity 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 W1der the
laws of the State of Florida 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 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 cO\.Ultersigned 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 Of facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon.. all as of the 5th day of October, 1999.
CITY OF WINTER SPRINGS, FLORlDA
(SEAL)
Mayor
ATTESTED AND COUNTERSIGNED:
Clerk
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
, Registrar, as
Date of Authentication:
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 ofthe 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 NOTE]
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SECTION 16. CREATION OF FUNDS. There are hereby created and established for
the Bonds the following funds and accounts, which funds and accounts shall be trust funds held
by the Clerk for the purposes herein provided and used only in the manner herein provided:
(A) The "City of Winter Springs Special Assessment Revenue Fund" (hereinafter
sometimes called the "Revenue Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 20(A) hereof.
(B) The "City of Winter Springs Special Assessment Bond Service Fund" (hereinafter
sometimes called the "Bond Service Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 20(B)(I) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the Interest Account and the
Redemption Account.
(C) The "City of Winter Springs Special Assessment Reserve Fund" (hereinafter
sometimes called the "Reserve Fund") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(B)(1) hereof.
(D) The "City of Winter Springs Special Assessment Construction Fund" (hereinafter
sometimes called the "Construction Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 17 hereof.
SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including
accrued interest and premium, if any, received from the sale of the Bonds shall be applied by the
Issuer simultaneously with the delivery of such 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 Bonds.
(B) The Issuer shall purchase from the Bond Insurer the Surety Bond in an amount
equal to the Reserve Requirement for the Bonds which shall be deposited in the Reserve Fund
hereby created for the benefit of the Bonds.
(C) The balance of the proceeds of the Bonds shall be deposited into the Construction
Fund hereby created and used solely for the purpose of paying Costs of the Project. Other than
costs of issuing and delivering the 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 Project only upon the filing in the office of the Clerk
of certificates signed by the Finance Director and the 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 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 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
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otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to
reimbursement thereof.
The date of completion of the Project shall be determined by the 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 Project, and after paying or making provisions
for the payment of all unpaid items of the Cost of the 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 Reserve Fund created for
the benefit of the Bonds, to the extent of a deficiency therein and (3) such other fund or account
of the Issuer 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 Bonds from gross income for federal income tax purposes.
SECTION 18. DISBURSEMENTS FROM CONSTRUCTION FUND. Moneys on
deposit from time to time in the Construction Fund shall be used to payor reimburse the
following Project Costs:
(A) Costs incurred directly or indirectly for or in connection with the Project
including, but not limited to, those for preliminary planning and studies, architectural, legal,
financial, engineering and supervisory services, labor, services, materials, equipment,
acquisitions, land, rights-of-way, improvements and installation;
(B) Premiums attributable to all insurance required to be taken out and maintained
during the period of construction with respect to the Project, the premium on each surety bond, if
any, required with respect to work on such facilities, and taxes, assessments and other charges
hereofthat may become payable during the period of construction with respect to such Project;
(C) Costs incurred directly or indirectly in seeking to enforce any remedy against a
contractor or subcontractor in respect of any default under a contract relating to the Project or
costs incurred directly or indirectly in defending any claim by a contractor or subcontractor with
respect to the Project;
(D) Financial, legal, accounting, appraisals, title evidence and printing and engraving
fees, charges and expenses, and all other such fees, charges and expenses incurred in connection
with the authorization, sale, issuance and delivery of the Bonds;
(E) Interest funded from Bond proceeds, if any, for a reasonable period oftime, which
shall be deposited in the Construction Fund and shall be used as provided in a supplemental
resolution of the Issuer;
(F) Any other incidental and necessary costs including without limitation any
expenses, fees and charges relating to the acquisition, construction or installation of the Project,
including the cost of temporary employees of the Issuer retained to carry out duties in connection
with the acquisition, construction or erection of a Project;
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(G) Costs incurred directly or indirectly in placing the Project in operation in order
that completion of such Project may occur;
(H) Any other costs authorized pursuant to a supplemental resolution of the Issuer and
permitted under the laws of the State; and
(I) Reimbursements to the Issuer in accordance with applicable law for any of the
above items theretofore paid by or on behalf of the Issuer.
SECTION 19. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall not be or
constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the
Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge
of the Pledged Revenues as herein provided. The Bonds shall also be payable from amounts
budgeted and appropriated by the Issuer from Non-Ad Valorem Funds in accordance within the
terms of Section 20 hereof. No Holder or Holders of any Bonds issued hereunder shall ever have
the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any
form of any real or personal property therein, or to compel the Issuer to pay such principal and
interest from any other funds of the Issuer.
SECTION 20. COVENANTS OF THE ISSUER. For so long as any of the principal of
and interest on any of the Bonds shall be outstanding and unpaid or until the Issuer has made
provision for payment of principal, interest and redemption premiums, if any, with respect to the
Bonds, as provided herein, the Issuer covenants with the Holders of any and all Bonds as
follows:
(A) REVENUE FUND. All Assessments shall upon receipt thereof by the Issuer be
deposited in the Revenue Fund. All deposits into such Revenue Fund shall be deemed to be held
in trust for the purposes herein provided and used only for the purposes and in the manner herein
provided.
(B) DISPOSITION OF REVENUES. All revenues in the Revenue Fund shall be
disposed of monthly, but not later than the twenty-fifth(25th) day of each month commencing in
the month immediately following the delivery of the Bonds only in the following manner and the
following order or priority:
(1) The Issuer shall first deposit into the Bond Service Fund and credit to the
following accounts, in the following order (except that payments in the Principal Account and
the Redemption Account shall be on a parity with each other), the following identified sums:
(a) Interest Account: A portion of the Assessments which shall
represent interest on the Assessments as will be sufficient to pay one-sixth (1/6th) of all interest
coming due on all outstanding Bonds on the next interest payment date, together with any fees
and charges of the Paying Agent and Registrar therefor; provided, however, that monthly
deposits of interest, or portions thereof, shall not be required to be made to the extent that money
on deposit within such Interest Account is sufficient for such purpose. Any monthly payment to
be deposited as set forth above, for the purpose of meeting interest payments for the Bonds, shall
be adjusted, as appropriate, to reflect the frequency of interest payment dates applicable to such
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Bonds. Moneys in the Interest Account may be used only for the purposes set forth in this
paragraph (a).
(b) Principal Account: A portion of the Assessments which shall be
allocable to the principal of the Assessments as will be sufficient to pay one-twelfth (l/12th) of
the principal amount of the Outstanding Bonds which will mature and become due on such
annual maturity dates beginning the month which is twelve (12) months prior to the first
principal maturity date; provided, however, that monthly deposits for principal, or portions
thereof, shall not be required to be made to the extent that money on deposit within such
Principal Account is sufficient for such purpose. Any monthly payment to be deposited as set
forth above, for the purpose of meeting principal payments for the Bonds, shall be adjusted, as
appropriate, to reflect the frequency of principal payment dates applicable to such Bonds.
Moneys in the Principal Account may be used only for the purposes set forth in this paragraph
(b).
(c) Redemption Account: Such sum as will be sufficient to pay one-
twelfth (1/1ih) of any Amortization Installment established for the mandatory redemption of
Outstanding Bonds beginning the month which is twelve (12) months prior to the first
Amortization Installment date; provided, however, that monthly deposits into the Redemption
Account, or portions thereof, shall not be required to be made to the extent that money on deposit
in the Redemption Account is sufficient for such purpose. Any monthly payment to be deposited
as set forth above, for the purpose of meeting Amortization Installments for the Bonds, shall be
adjusted, as appropriate, to reflect the frequency of dates established for Amortization
Installments applicable to such Bonds. The moneys in the Redemption Account shall be used
solely for the purchase or redemption of the Term Bonds payable therefrom. The Issuer may at
any time purchase any of said Term Bonds at prices not greater than the then redemption price of
said Term Bonds. If the Term Bonds are not then redeemable prior to maturity, the Issuer may
purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on
the next ensuing redemption date. If Term Bonds are so purchased by the Issuer, the Issuer shall
credit the amount of such purchased Term Bonds against any current Amortization Installment to
be paid by the Issuer. If the Issuer shall purchase or call for redemption in any year Term Bonds
in excess of the Amortization Installment requirement for such year, such excess of Term Bonds
so purchased or redeemed shall be credited in such manner and at such times as the Issuer shall
determine. Moneys in the Redemption Account in the Bond Service Fund may be used only for
the purposes set forth in this paragraph (c).
(2) The Issuer shall next deposit from moneys remaining in the Revenue Fund
an amount required by the provisions hereof to be deposited into the Reserve Fund. Any
withdrawals from the Reserve Fund shall be subsequently restored from the first moneys
available in the Revenue Fund, after all current applications and allocations to the Bond Service
Fund, including all deficiencies for prior payments have been made in full. Notwithstanding the
foregoing, in case of withdrawal from the Reserve Fund, in no event shall the Issuer be required
to deposit into the Reserve Fund an amount greater than that amount necessary to ensure that the
difference between the Reserve Requirement and the amounts on deposit in the Reserve Fund on
the date of calculation shall be restored not later than twelve (12) months after the date of such
deficiency (assuming equal monthly payments into such account for such twelve (12) month
period). The Issuer may provide that the difference between the amounts on deposit in the
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Reserve Fund and the Reserve Requirement shall be an amount covered by obtaining bond
insurance issued by a reputable and recognized municipal bond insurer, by a letter of credit rated
in one of the two highest categories by a nationally recognized rating agency, by a surety bond
acceptable to the Bond Insurer, or any combination thereof. Amounts in the Reserve Fund shall
be used only for the purpose of the payment of Amortization Installments, principal of, or
interest on the Outstanding Bonds when the other moneys allocated to the Bond Service Fund are
insufficient therefor, and for no other purpose.
In the event of the refunding of any Bonds, the Issuer may withdraw from the Reserve
Fund, all or any portion of the amounts accumulated therein with respect to the Bonds being
refunded and deposit such amounts as required by the resolution authorizing the refunding of
such Bonds; provided that such withdrawal shall not be made unless (a) immediately thereafter
the Bonds being refunded shall be deemed to have been paid pursuant to the provisions hereof
and (b) the amount remaining in the Reserve Fund after giving effect to the issuance of such
refunding obligations and the disposition of the proceeds thereof shall not be less than the
Reserve Requirement for any Bonds then Outstanding.
(3) The balance of any moneys remaining in the Revenue Fund after the above
required payments have been made may be used for any lawful purpose; provided, however, that
none of said money shall be used for any purposes other than those hereinabove specified unless
all current payments, including any deficiencies for prior payments, have been made in full and
unless the Issuer shall have complied fully with all the covenants and provisions of this
Resolution.
(4) The Bond Service Fund (including the accounts therein), the Reserve Fund,
the Revenue Fund, and any other special funds herein established and created shall be deemed to
be held in trust for the purposes provided herein for such funds. The moneys in all such funds
shall be continuously secured in the same manner as state and municipal deposits are authorized
to be secured by the laws of the State of Florida.
Moneys in any fund or account created hereunder (with the exception of the Reserve
Fund) may be invested and reinvested in Permitted Investments which mature not later than the
dates on which the moneys on deposit therein will be needed for the purpose of such fund.
Moneys in the Reserve Fund may be invested and reinvested in Permitted Investments maturing
not later than five (5) years from the date of initial deposit to the Reserve Fund. Such Permitted
Investments shall be valued by the Paying Agent as frequently as deemed necessary by the Bond
Insurer, but not less often than annually, at the market value thereof, exclusive of accrued
interest. Deficiencies in any fund or account created hereunder resulting from a decline in
market value shall be restored no later than the succeeding valuation date. All income on such
investments, except as otherwise provided, shall be deposited in the respective funds and
accounts from which such investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit therein, and thereafter shall be deposited in
the Revenue Fund.
(5) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
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(6) The cash required to be accounted for in each of the funds and accounts
described in this Section may be deposited in a single bank account, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the cash on
deposit therein for the various purposes of such funds and accounts as herein provided. The
designation and establishment of the various funds in and by this Resolution shall not be
construed to require the establishment of any completely independent, self-balancing funds as
such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues and assets for certain purposes and to
establish certain priorities for application of such revenues and assets as herein provided.
(C) COVENANT TO BUDGET AND APPROPRIATE. The Issuer covenants and
agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem
Funds amount sufficient to (1) pay principal of, Redemption Price, if any, and interest on the
Bonds when due, (2) pay all fees and expenses of the Paying Agent and the Registrar and (3) pay
all required deposits to the Reserve Fund and Rebate Fund as provided herein but only to the
extent that Pledged Revenues are insufficient to make such payments. Such covenant and
agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem
Funds shall be cumulative to the extent not paid and shall continue until such Non-Ad Valorem
Funds or other legally available funds in amounts sufficient to make all such required payments
shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing
covenant of the Issuer, the Issuer does not covenant to maintain any services or programs, now
provided or maintained by the Issuer, which generate Non-Ad Valorem Funds.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non-Ad Valorem Funds, nor does it preclude the Issuer from pledging in the future its Non-Ad
Valorem Funds, nor does it require the Issuer to levy and collect any particular Non-Ad Valorem
Funds, nor does it give the Bondholders a prior claim on the Non-Ad Valorem Funds as opposed
to claims of general creditors of the Issuer. Such covenant to appropriate Non-Ad Valorem
Funds is subject in all respects to the payment of obligations secured by a pledge of such Non-
Ad Valorem Funds heretofore or hereafter entered into (including the payment of debt service on
bonds and other debt instruments). However, the covenant to budget and appropriate for the
purposes and in the manner stated herein shall have the effect of making available for the
payment ofthe Bonds in the manner described herein Non-Ad Valorem Funds and placing on the
Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient
to meet its obligations hereunder; subject, however, in all respect to the restrictions of Section
166.241(3), Florida Statutes, which provides that the governing body of each municipality may
only make appropriations for each Fiscal Year which, in anyone year, shall not exceed the
amount to be received from taxation or other revenues sources; and subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable
law.
The Issuer agrees to deposit in the appropriate fund, solely from funds budgeted and
appropriated as described above, at least one business day prior to the date such payment is due,
the amount required to cure any insufficiency in such fund.
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(D) ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The Issuer will assess,
levy, collect or cause to be collected and enforce the payment of Assessments in the manner
prescribed by all resolutions, ordinances or laws thereunto appertaining at times and in amounts
as shall be necessary in order to pay, when due, the principal of and interest on the Bonds. Upon
the due date of the Assessments, the Issuer shall diligently proceed to collect the same and shall
exercise all legally available remedies to enforce such collections now or hereafter available
under State law.
(E) DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land shall
be delinquent in the payment of any Assessment, then such Assessment shall be enforced in
accordance with applicable law, including but not limited to the sale of tax certificates and tax
deed as regards such delinquent Assessment.
(F) OTHER OBLIGATIONS PAYABLE FROM ASSESSMENTS. The Issuer will
not issue or incur any obligations payable from the proceeds of Assessments nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge
upon such Assessments except for fees, commissions, costs, and other charges payable to the
property appraiser or to the tax collector pursuant to Florida law.
(G) RE-ASSESSMENTS. If any Assessment shall be either in whole or in part
annulled, vacated or set aside by the judgment of any court, or the Issuer shall be satisfied that
any such Assessment is so irregular or defective that it cannot be enforced or collected, or if the
Issuer shall have omitted to make such Assessment when it might have done so, the Issuer shall
either: (i) take all necessary steps to cause a new Assessment to be made for the whole or any
part of such improvement or against any property benefited by such improvement; or (ii) in its
sole discretion, make up the amount of such Assessment from legally available moneys, which
moneys shall be deposited into the Revenue Fund. In case any such subsequent Assessment shall
also be annulled, the Issuer shall obtain and make other Assessments until a valid Assessment
shall be made.
(H) ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal
Year, cause the financial statements of the Issuer to be properly audited by a recognized
independent certified public accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their report on the annual financial
statements in accordance with applicable law. The annual financial statement shall be prepared
in conformity with generally accepted accounting principles consistently applied. A copy of the
audited financial statements for each Fiscal Year shall be furnished to the Bond Insurer and to
each Holder that provides a written request. The Issuer shall be permitted to make a reasonable
charge for furnishing such audited financial statements to each Holder.
(I) BOOKS AND RECORDS. The Issuer shall keep books, records and accounts of
the Assessments, and the Holders of any Bonds Outstanding or the duly authorized
representatives thereof shall have the right at all reasonable times to inspect all books, records
and accounts ofthe Issuer relating thereto.
(J) NO IMPAIRMENT. The Issuer will not enter into any contract or contracts, nor
take any action, the results of which might impair the right of the Holders hereunder.
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SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be
and to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Bonds;
(B) Default in the due and punctual payment of the principal of and premium, if any,
on any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof;
(C) Default in the performance or observance of any other of the covenants,
agreements or conditions on the part of the Issuer contained in this Resolution or in the Bonds
and the continuance thereof for a period of thirty (30) days after written notice to the Issuer given
by the Holders of not less than twenty-five percent (25%) of aggregate principal amount of
Bonds then Outstanding (provided, however, that with respect to any obligation, covenant,
agreement or condition which requires performance by a date certain, if the Issuer performs such
obligation, covenant, agreement or condition within thirty (30) days of written notice as provided
above, the default shall be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or
attachment of such consequence as will materially impair its ability to carry out its obligations
hereunder; or
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar
laws relating to or affecting creditors' rights.
The term "default" shall mean default by the Issuer in the performance or observance of
any of the covenants, agreements or conditions on its part contained in this Resolution, any
supplemental resolution or in the Bonds, exclusive of any period of grace required to constitute a
default or an "Event of Default" as hereinabove provided.
For purposes of Section 21(A) and (B) hereof, no effect shall be given to any payments
made under any Bond Insurance Policy.
Any Holder of Bonds issued under the provisions hereof or any trustee acting for the
Holders of such Bonds, may either at law or in equity, by suit, action, mandamus or other
proceedings in any court of competent jurisdiction, protect and enforce any and all rights,
including the right to the appointment of a receiver, existing under State or federal law, or
granted and contained herein, and may enforce and compel the performance of all duties required
herein or by any applicable law to be performed by the Issuer or by any officer thereof.
The foregoing notwithstanding:
(i)No remedy conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to
any other remedy given to the Bondholders hereunder.
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(ii)No delay or omission to exercise any right or power accruing upon any default or
Event of Default shall impair any such right or power or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right and power may be exercised as often
as may be deemed expedient.
(iii) No waiver of any default or Event of Default hereunder by the Bondholders shall
extend to or shall affect any subsequent default or Event of Default or shall impair any rights or
remedies consequent thereon.
(iv) Acceleration of the payment of principal of and interest on the Bonds shall
not be a remedy hereunder in the case of an Event of Default.
Notwithstanding any provision of this Resolution to the contrary, for all purposes of this
Section 21, except the giving of notice of any Event of Default to the Holder of the Bonds, the
Bond Insurer shall be deemed to be the Holder of the Bonds it has insured.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to
take advantage of any stay, extension or redemption laws now or hereafter in force, in order to
prevent or hinder the enforcement of this Resolution, and the Issuer, for itself and all who may
claim through or under it, hereby waives, to the extent it may lawfully do so, the benefit of all
such laws and all right of redemption to which it may be entitled.
Within 30 days of knowledge thereof, both the Issuer and the Paying Agent shall provide
notice to the Bond Insurer of the occurrence of any Event of Default.
The Bond Insurer shall be included as a party in interest and as a party entitled to (i)
notify the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request
the Issuer or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the
security therefor. The Issuer and any Paying Agent are required to accept notice of default from
the Bond Insurer.
Anything in this Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Bond Insurer, provided the Bond Insurance Policy is still
in full force and effect, shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders under this Resolution and the Bond Insurer shall also be
entitled to approve all waivers of events of default.
SECTION 22. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF BONDS. The Issuer, from time to time and at any time and
without the consent or concurrence of any Holder of any Bonds, may adopt a resolution
amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution
shall not adversely affect the rights of the Holders of the Bonds then Outstanding, for anyone or
more of the following purposes:
(A) To make any changes or corrections in this Resolution as to which the Issuer shall
have been advised by counsel that are required for the purpose of curing or correcting any
ambiguity or defective or inconsistent provisions or omission or mistake or manifest error
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contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or
questions arising under this Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of
further securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or conferred upon the
Issuer by the terms of this Resolution;
(D) To confirm as further assurance any covenant created or to be created by the
provisions of this Resolution;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" and other applicable tax provisions
in effect from time to time; or
(G) To modify any of the provisions of this Resolution in any other aspects provided
that such modifications shall not be effective until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding, or until the holders thereof
consent thereto pursuant to Section 23 hereof, and any Bonds issued subsequent to any such
modification shall contain a specific reference to the modifications contained in such
supplemental resolution.
Except for supplemental resolutions providing for the issuance of Bonds pursuant hereto,
the Issuer shall not adopt any supplemental resolution authorized by the foregoing provisions of
this Section unless in the opinion of Bond Counsel the adoption of such supplemental resolution
is permitted by the foregoing provisions of this Section.
SECTION 23. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS
OF BONDS. Except as provided in Section 22 hereof, no material modification or amendment
of this Resolution or of any resolution supplemental hereto shall be made without the consent in
writing of the Holders of fifty-one percent or more in the principal amount of the Bonds so
affected and then Outstanding. For purposes of this Section, to the extent any Bonds are insured
by a policy of Bond Insurance Policy or are secured by a letter of credit and such Bonds are then
rated in as high a rating category as the rating category in which such Bonds were rated at the
time of initial issuance and delivery thereof by either Standard & Poor's Rating Group or
Moody's Investors Service, or successors and assigns, then the consent of the issuer of such
Bond Insurance Policy or the issuer of such letter of credit shall be deemed to constitute the
consent of the Holder of such Bonds. No modification or amendment shall permit a change in
the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the
principal obligation thereof or affecting the promise of the Issuer to pay the principal of and
interest on the Bonds as the same shall become due or reduce the percentage of the Holders of
the Bonds required to consent to any material modification or amendment hereof without the
consent of the Holder or Holders of all such Bonds. For purposes of the immediately preceding
sentence, the issuer of a Bond Insurance Policy or a letter of credit shall not consent on behalf of
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the Holders of the Bonds. No amendment or supplement pursuant to this Section 23 shall be
made without the consent of the Bond Insurer.
SECTION 24. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders of the Bonds that it shall not use the proceeds
of such Bonds in any manner which would cause the interest on such 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 Bonds that neither the Issuer nor any
Person under its control or direction will make any use of the proceeds of such Bonds (or
amounts deemed to be proceeds under the Code) in any manner which would cause such 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
Bonds to become includable in the gross income of the Holder thereof for federal income tax
purposes.
(C) The Issuer shall payor cause to be paid to the United States Government any
amounts required by Section 148(f) of the 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 Bonds, the Issuer hereby creates the "City of Winter Springs Special
Assessment Rebate Fund" (hereinafter sometimes called the "Rebate Fund") to be held by the
Issuer. The Rebate Fund need not be maintained 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 available to pay debt service on the
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 treasury regulations and as
set forth in instructions of Bond Counsel delivered to the Issuer upon issuance of such Bonds.
SECTION 25. 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 Bonds the principal, redemption premium, if any, and interest due or to become
due thereon, at the times and in the manner stipulated herein and in the 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 Bonds the
principal, redemption premium, if any, and interest due or to become due thereon, at the times
and in the manner stipulated herein, such 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 Bonds shall thereupon cease, terminate and become void and be discharged and satisfied.
(B) The 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
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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 25. Any Outstanding 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 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 Bonds in
the manner required herein of the redemption of such 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
Acquired Obligations (including any Acquired Obligations issued or held in book-entry form on
the books ofthe Department ofthe Treasury ofthe 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, premium,
if any, and interest due and to become due on said 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
interest due on the Bonds shall be paid by the Bond Insurer, the 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 the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such
registered owners.
SECTION 26. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure requirements of the
Rule, 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 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
Bondowners in the event that the Issuer fails to cure a breach thereunder within a reasonable time
after written notice from a Bondowner to the Issuer that a breach exists. Any rights of the
Bondowners to enforce the provisions of the covenant shall be on behalf of all Bondowners and
shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder.
SECTION 27. BOND ANTICIPATION NOTES. The Issuer may issue notes in
anticipation of the issuance of Bonds which shall have such terms and details and be secured in
such manner, not inconsistent with this Resolution, as shall be provided by resolution of the
Issuer.
SECTION 28. PRELIMINARY OFFICIAL STATEMENT. The Issuer is hereby
authorized to distribute a preliminary official statement for the Bonds. Prior to such distribution,
the Finance Director or City Manager is hereby authorized to deem such preliminary official
statement relating to the Bonds "final" within the meaning of the Rule as of its date, except for
certain "permitted omissions" as defined therein.
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SECTION 29. 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 Bonds, 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 30. SALE OF BONDS. The 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 31. 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 Bonds and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by bond counselor the
initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 32. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Bonds shall be personally liable therefor
or be subject to any personal liability or accountability by reason ofthe issuance thereof.
SECTION 33. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 34. HEADINGS NOT PART HEREOF. The headings preceding the several
articles and sections hereof shall be solely for convenience of reference and shall not constitute a
part of this Resolution or affect its meaning, construction or effect.
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SECTION 35. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
ADOPTED this 27th day of September, 1999.
(SEAL)
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA
MAYOR
ATTEST:
CITY CLERK
Approved as to form and legal sufficiency:
City Attorney
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