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HomeMy WebLinkAboutResolution 2000-32 Refunding Revenue Bonds RESOLUTION NO. 2000-32 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA SUPPLEMENTING CITY RESOLUTION 665 AS PREVIOUSLY AMENDED AND SUPPLEMENTED BY AUTHORIZING THE ISSUANCE OF $6,969,191.35 WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000, OF THE CITY OF WINTER SPRINGS, FLORIDA TO BE APPLIED TO PROVIDE FUNDS TO ACQUIRE AND CONSTRUCT IMPROVEMENTS TO THE CITY'S WATER AND SEWER SYSTEM AND THE REFUNDING OF THE CITY'S OUTSTANDING SUBORDINATE WATER AND SEWER REVENUE BONDS, SERIES 1997; PLEDGING ON A PARITY WITH THE LIEN THEREON OF THE CITY'S OUTSTANDING WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1991 AND THE CITY'S OUTSTANDING WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1992, THE NET REVENUES OF THE COMBINED WATER AND SEWER SYSTEM OF THE CITY FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF WINTER SPRINGS, FLORIDA AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of the State of Florida; Chapter 166, Part II, Florida Statutes, as amended and supplemented, Chapter 72-718, Laws of Florida, Special Act of 1972, being the Charter of the City of Winter Springs, Florida as amended and supplemented, Section 19(N) of City Resolution No. 665, as amended and supplemented (the "Original Resolution") and other applicable provisions of law. SECTION 2. DEFINITIONS. All terms used herein that are defined in the Original Resolution are used within the same meaning herein unless the context otherwise requires or they are expressly given a different meaning. In addition, the following terms used herein shall have the following meaning. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. (A) "ACCRETED VALUE" means as of any date of calculation the amount owed on a Capital Appreciation Bond prior to maturity or at maturity taking into consideration the initial offering price plus accrued interest compounded semiannually on April 1 and October 1 of each year, with interest commencing the date of delivery of the Capital Appreciation Bonds. The Accreted Value for a day of a month other than an April 1 or October 1 shall be calculated by straight line interpolation using for purposes of such calculation an assumed period of six months of thirty day months intervening between the then next succeeding April 1 or October 1, as the case may be. (B) "ACQUIRED OBLIGATIONS" shall mean and include any of the following securities, if an to the extent the same are at the time legal for investment of funds of the Issuer: (1) Direct Obligations (as hereinafter defined) provided such obligations are non-callable and OR315142;4 (2) CATS, STRPS, Refcorp interest strips, TIGRS or defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any combination of the foregoing). (C) "ADDITIONAL PARITY OBLIGATIONS" shall mean additional obligations issued in compliance with the terms, conditions and limitations contained in the Original Resolution and which (i) shall have a lien on the Net Revenues equal to that of the Series 2000 Bonds and the Parity Bonds,(ii) shall be payable from the Net Revenues on a parity with the Series 2000 Bonds and the Parity Bonds, and (iii) rank equally in all other respects with the Series 2000 Bonds and the Parity Bonds. (D) "AGREEMENT" or "ESCROW DEPOSIT AGREEMENT" shall mean that certain Escrow Deposit Agreement by and between the Issuer and a trust company or bank with trust powers selected by subsequent resolution of the Issuer for the purpose of providing for the payment of the Refunded Bonds hereinafter mentioned. (E) "AUTHORIZED DENOMINATIONS" shall mean $5,000 or any integral multiple thereof or maturity amounts of $5,000 as to Capital Appreciation Bonds or any integral multiple thereof. (F) "BOND INSURANCE POLICY" shall mean as to the Series 2000 Bonds the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees the payment of principal and interest on the Series 2000 Bonds. (G) "BOND INSURER" shall mean as to the Series 2000 Bonds, Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto. (H) "BONDS" shall mean the Parity Bonds, the Series 2000 Bonds issued hereunder, together with any Additional Parity Obligations hereafter issued under the terms, conditions and limitations contained in the Original Resolution. (I) "BOND YEAR" shall mean as to the Series 2000 Bonds the Fiscal Year of the Issuer. (J) "CONTINUING DISCLOSURE CERTIFICA TE" shall mean that certain certificate related to the Series 2000 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series 2000 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. (K) "CONSTRUCTION FUND" shall mean the City of Winter Springs, Florida Water and Sewer Construction Fund created and established pursuant to Section 17(D) of this Resolution. (L) "COST" when used in connection with the Project, shall mean all expenses necessary, appurtenant or incidental to the acquisition and construction of the 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 OR315142;4 2 acquisition, construction and erection of the Project and all expenses incident to the financing of the Project and the issuance of the Series 2000 Bonds. (M) "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 Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, and (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee ("Direct Obligations"). (2) Direct obligations and fully guaranteed certificates of beneficial interest of the Export- Import Bank of the United States; consolidated debt obligations and letter of credit-backed issues of the Federal Home Loan Banks; participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation ("FHLMCs"); debentures of the Federal Housing Administration; mortgage-backed securities (except striped mortgage securities which are valued greater than par on the portion of unpaid principal) and senior debt obligations of the Federal National Mortgage Association ("FNMAs"); participation certificates of the General Services Administration; guaranteed mortgage- backed securities and guaranteed participation certificates of the Government National Mortgage Association ("GNMAs"); guaranteed participation certificates and guaranteed pool certificates of the Small Business Administration; debt obligations and letter of credit- backed issues of the Student Loan Marketing Association; local authority bonds of the U.S. Department of Housing & Urban Development; guaranteed Title XI financings of the U.S. Maritime Administration; guaranteed transit bonds of the Washington Metropolitan Area Transit Authority; Resolution Funding Corporation securities. (3)Direct obligations of any state of the United States of America or any subdivision or agency thereof whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's Corporation, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's Corporation. (4) Commercial papers (having original maturities of not more than 270 days) rated, at the time of purchase "P-l" by Moody's Investors Service ("Moody's") and "A-I" or better by Standard & Poor's Corporation ("S&P"). (5) Federal funds, unsecured certificates of deposit, time deposits or bankers acceptances (in each case having maturities of not more than 365 days) of any domestic bank including a branch office of a foreign bank which branch office is located in the United States, provided legal opinions are received to the effect that full and timely payment of such deposit or similar obligation is enforceable against the principal office of any branch of 3 such bank, which, at the time of purchase, has a short-term "Bank Deposit" rating of "p- 1" by Moody's and a "Short-Term CD" rating of "A-I" or better by S&P. (6) Deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of no less than $3 million, provided such deposits are continuously and fully insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. (7) Investments in money-market funds rated "AAAm" or "AAAm-G" by S&P. (8) Repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or FHLMCs with any registered broker/dealer subject to the Securities Investors' Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated "P- 1" or "A3" or better by Moody's and "A -1" or "A -" or better by S&P, provided: a) A master repurchase agreement or specific written repurchase agreement governs the transaction; b) The securities are held free and clear of any lien by the Paying Agent or an independent third party acting solely as agent ("Agent") for the Paying Agent, and such third party is (i) a Federal Reserve Bank, (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50 million, or (Hi) a bank approved in writing for such purpose by Financial Guaranty Insurance Company, and the Paying Agent shall have received written confirmation from such third party that it holds such securities, free and clear of any lien, as agent for the Paying Agent; c) .A perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 C.F.R. 306 et seq. or 31 C.F.R. 350 et seq. in such securities is created for the benefit of the Paying Agent; d) The repurchase agreement has a term of 180 days or less, and the Paying Agent or the Agent will value the collateral securities no less frequently than weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business days of such valuation; and e) The fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 103 % . (9) Investment agreements, the issuer, form and substance of which are specifically approved by the Bond Insurer. (N) "PARITY BONDS" shall mean the City's Outstanding Water and Sewer Refunding Revenue Bonds, Series 1991 and the City's Outstanding Water and Sewer Refunding Revenue Bonds, Series 1992. OR315142;4 4 (0) "PERSON" shall mean an individual, a corporation, a partnership, an association, ajoint stock company, a trust, any unincorporated organization or governmental entity. (P) "PROJECT" shall mean the improvements to the System to be financed in part with proceeds of the Series 2000 Bonds as more particularly set forth in the plans and specifications on file with the Clerk as the same may be amended from time to time. (Q) "REFUNDED BONDS" shall mean the outstanding bonds of the City of Winter Springs, Florida, Subordinate Water and Sewer Revenue Bonds, Series 1997. (R) "RESERVE REQUIREMENT" shall mean the lesser of (i) the Maximum Bond Service Requirement for the Series 2000 Bonds, (ii) 125% of the Average Annual Bond Service Requirement for the Series 2000 Bonds, or (iii) 10% of the proceeds of the Series 2000 Bonds. (S) "RULE" shall mean Rule 15c2-12 of the United States Securities and Exchange Commission, as amended. (T) "SERIES 2000 BONDS" shall mean the City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 2000, authorized pursuant to this Resolution. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared: (A) The Issuer now owns, operates and maintains the System and derives Revenues from rates, fees rentals and other charges made and collected for the services of the System. (B) The Issuer deems it necessary, beneficial and in its best interest to issue the Series 2000 Bonds to acquire and construct the Project and to refund the Refunded Bonds. (C) The principal of and interest on the Series 2000 Bonds and all other required payments hereunder shall be payable solely from the Net Revenues as provided herein. The Issuer shall never be required to levy ad valorem taxes on any real or personal property therein to pay the principal of and interest on the Series 2000 Bonds herein authorized or to make any other payments provided for herein. The Series 2000 Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the Issuer. (D) The Net Revenues are estimated to be sufficient to pay all principal of and interest on the Series 2000 Bonds and the Parity Bonds, as the same become due, and to make all other required payments required by this Resolution and the resolutions of the Issuer pursuant to which the Parity Bonds were issued including the Original Resolution. (E) The Net Revenues are not pledged or encumbered in any manner, except for the payment of the principal and interest on the Parity Bonds and the other deposits provided for in the resolutions of the Issuer pursuant to which the Parity Bonds were issued including the Original Resolution and the Refunded Bonds which lien of the Refunded Bonds on the Revenues pledged thereto shall be released simultaneously with the issuance of the Series 2000 Bonds. OR315142;4 5 (F) The Original Resolution, in Section 19(N) thereof, provides for the issuance of Additional Parity Obligations under the terms, limitations and conditions provided therein. The terms, limitations and conditions of said Section 19(N) have been complied with. (G) The Series 2000 Bonds herein authorized shall be on a parity and rank equally, as to lien on and source and security for payment from the Net Revenues and in all other respects except as provided in Sections 16 and 28 hereof, with the Parity Bonds. SECTION 4. AUTHORIZATION OF PROJECT AND REFUNDING OF REFUNDED BONDS. There is hereby authorized the acquisition and construction of the Project and the refunding of the Refunded Bonds in the manner provided herein. SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Series 2000 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute and contract between the Issuer and such owners. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal owners of any and all of the Series 2000 Bonds, all of which shall be of equal rank without preference, priority or distinction of any of the Series 2000 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF SERIES 2000 BONDS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Water and Sewer Revenue Refunding Bonds, Series 2000", are authorized to be issued in the original aggregate principal amount of $6,969, 191.35. SECTION 7. DESCRIPTION OF SERIES 2000 BONDS. The Series 2000 Bonds shall be issued in fully registered form as Capital Appreciation Bonds and 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 issued in Authorized Denominations; shall bear interest or yields at such rate or rates or yields not exceeding the maximum rate allowed by State law, the actual rate or rates or yields to be approved by the governing body of the Issuer prior to or upon the sale of the Series 2000 Bonds; such interest to be payable semiannually at such times as are fixed by supplemental resolution of the Issuer as to the Current Interest Bonds and shall mature annually on such date in such years and in such amounts as will be fixed by supplemental resolution of the Issuer prior to or upon the sale of the Series 2000 Bonds; and may be issued with variable, adjustable, convertible or other rates and with original issue discounts; all as the Issuer shall provide by supplemental resolution. Each Series 2000 Current Interest Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication payment of any interest which is due and payable has not been made, such Series 2000 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. OR315142;4 6 The principal of, the Accreted Value, the interest and redemption premium, if any, on the Series 2000 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 Series 2000 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 2000 Bonds. Payment of the principal of all Series 2000 Current Interest Bonds and the Accreted Value with respect to the Series 2000 Capital Appreciation Bonds shall be made upon the presentation and surrender of such Series 2000 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 2000 Bonds, elect to use an immobilization system or book-entry system with respect to issuance of such Series 2000 Bonds. As long as any Series 2000 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 2000 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 2000 Bonds. SECTION 8. EXECUTION OF SERIES 2000 BONDS. The Series 2000 Bonds shall be signed by, or bear the facsimile signature of the Mayor of the City and shall be signed by, or bear the facsimile signature of the Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Series 2000 Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2000 Bonds shall cease to be such officer before the delivery of such Series 2000 Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and also any Series 2000 Bond may bear the facsimile signature of or may be signed by such persons who, as at the actual time of the execution of such Series 2000 Bond, shall be the proper officers to sign such Series 2000 Bonds although at the date of such Series 2000 Bond such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 2000 BONDS. Only such of the Series 2000 Bonds as shall have endorsed thereon a certificate of authentication duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution and the Original Resolution. No Series 2000 Bond shall be valid or obligatory for any purpose unless and until such certificates of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar upon any such Series 2000 Bonds shall be conclusive evidence that such Series 2000 Bonds has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Series 2000 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 2000 Bonds that may be issued hereunder at anyone time. SECTION 10. EXCHANGE OF SERIES 2000 BONDS. Any Series 2000 Bond, upon surrender thereof at the office of the Registrar, together with an assignment duly executed by the Owner or his OR315142;4 7 attorney or legal representative in such form shall be satisfactory to the Registrar, may, at the option of the owner, be exchanged for a Series 2000 Bond in Authorized Denominations in an aggregate principal amount or Accreted Value of Series 2000 Bonds equal to the principal amount or Accreted Value of the Series 2000 Bonds or Series 2000 Bonds so surrendered. The Registrar shall make provisions for the exchange of Series 2000 Bonds at the principal corporate trust office of the Registrar. The Issuer and Registrar shall not be obligated to make any exchange of Series 2000 Bonds during the fifteen (15) days next preceding an interest payment date or in the case of any proposed redemption of Series 2000 Bonds during the fifteen (15) days next preceding the redemption date established for such Series 2000 Bonds. SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 2000 BONDS. The Registrar shall keep books for the registration of and for the registration of transfers of Series 2000 Bonds as provided in this Resolution. The transfer of any Series 2000 Bonds may be registered only upon such books upon surrender thereof to the Registrar together with an assignment duly executed by the owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration of transfer the Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Series 2000 Bond, a new Series 2000 Bond or Series 2000 Bonds in Authorized Denominations and registered in the name of the transferee, and in an aggregate principal amount or Accreted Value equal to the principal amount or Accreted Value of such Series 2000 Bond or Series 2000 Bonds so surrendered. In all cases in which Series 2000 Bonds shall be exchanged, the Issuer shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, Series 2000 Bonds in accordance with provisions of this Resolution. All Series 2000 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 2000 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 2000 Bonds under the provisions of this Resolution. Neither the Issuer nor the Registrar shall be required to make any such exchange or registration of transfer of Series 2000 Bonds during the fifteen (15) days immediately preceding any interest payment date or, in the case of any proposed redemption of Series 2000 Bonds during the fifteen (15) days next preceding the redemption date established for such Series 2000 Bonds. SECTION 12. OWNERSHIP OF SERIES 2000 BONDS. The person in whose name any Series 2000 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 or Accreted Value of any such Series 2000 Bond, and the interest on any such Series 2000 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 2000 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 13. SERIES 2000 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 2000 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 2000 Bond OR315142;4 8 of like date as the Series 2000 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2000 Bond upon surrender and cancellation of such mutilated Series 2000 Bond or in lieu of and substitution for the Series 2000 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 2000 Bonds so surrendered shall be canceled by the Issuer. If any of the Series 2000 Bonds shall have matured, or be about to mature, instead of issuing a substitute Series 2000 Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Series 2000 Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2000 Bond 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 2000 Bonds be at any time found by anyone, and such duplicate Series 2000 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 2000 Bonds issued hereunder. SECTION 14. PROVISIONS FOR REDEMPTION. The Series 2000 Bonds shall be subject to redemption prior to their maturity at such times and in such manner as shall be fixed by resolution of the Issuer prior to or at the time of sale of the Series 2000 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 2000 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 2000 Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Series 2000 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 2000 Bonds of one maturity are to be called, the distinctive numbers of such Series 2000 Bonds to be redeemed and in the case of Series 2000 Bonds to be redeemed in part only, the portion of the principal amount or Accreted Value thereof 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 Debt Service Fund to pay the redemption price of the Series 2000 Bonds to be redeemed. Any notice of optional redemption with respect to an advance refunding shall explicitly state that the proposed redemption is conditioned on sufficient moneys being available to effect the full amount of the proposed redemption. Official notice of redemption having been given as aforesaid, the Series 2000 Bonds or portions of Series 2000 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 2000 Bonds or portions of Series 2000 Bonds shall cease to bear interest. Upon surrender of such Series 2000 Bonds for redemption in accordance with said notice, such Series 2000 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 2000 Bond, there shall be prepared for the Owner a new Series 2000 Bond or Series 2000 Bonds of the same maturity in the amount of the unpaid principal or OR315142;4 9 Accreted Value of such partially redeemed Series 2000 Bond. All Series 2000 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 2000 Bonds being redeemed; (ii) the date of issue of the Series 2000 Bonds as originally issued; (iii) the rate of interest borne by each Series 2000 Bond being redeemed; (iv) the maturity date of each Series 2000 Bond being redeemed; and (v) any other descriptive information needed to identify accurately the Series 2000 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 2000 Bonds consist and to one or more national information services that disseminates notices of redemption of obligations such as the Series 2000 Bonds. SECTION 15. FORM OF SERIES 2000 BONDS. The form of the Series 2000 Bond shall be approved by resolution of the Issuer adopted prior to the issuance thereof. SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION. The Series 2000 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be Additional Parity Obligations issued under the authority of the Original Resolution, and shall be entitled to all the protection and security provided therein for Additional Parity Obligations, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Parity Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the Series 2000 Bonds herein authorized in like manner as applicable to the Parity Bonds. The principal of, Amortization Installments, Accreted Value and interest on the Series 2000 Bonds shall be payable from the amounts in the Interest Account, Principal Account and Redemption Account within the Debt Service Fund, as applicable, established in the Original Resolution on a parity with the Parity Bonds, and payments shall be made into such accounts in the Debt Service Fund by the Issuer in amounts fully sufficient to pay the principal of, Amortization Installments, Accreted Value and interest on the Parity Bonds and the Series 2000 Bonds as such principal, Amortization Installments, Accreted Value and interest become due. Notwithstanding the provisions of the immediately preceding paragraphs, no funds or other amounts on deposit in a subaccount in the Reserve Account established for the benefit of the Parity Bonds shall be available for the Series 2000 Bonds and no funds or other amounts on deposit in the subaccount in the Reserve Account established for the benefit of the Series 2000 Bonds shall be available for any of the Parity Bonds. OR315142;4 10 The Net Revenues shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer. SECTION 17. APPLICATION OF SERIES 2000 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2000 Bonds shall be applied by the Issuer simultaneously with the delivery of such Series 2000 Bonds to the underwriters 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 2000 Current Interest Bonds. (B) Unless provided from other funds of the Issuer on the date of issuance of the Series 2000 Bonds, or unless provided for through the purchase of a guaranty or an insurance policy, an irrevocable letter of credit, or surety bond, as set forth below, the Issuer shall deposit to the special subaccount in the Reserve Account hereby established for the benefit of the Series 2000 Bonds, a sum equal to the Reserve Requirement on the Series 2000 Bonds. Amounts on deposit in such subaccount in the Reserve Account shall be invested in Investment Securities which mature not more than five (5) years from the date of their acquisition. Investment Securities on deposit in such subaccount in the Reserve Account 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. The Issuer may satisfy the Reserve Requirement by the deposit of a surety bond, insurance policy or letter of credit as set forth below. Any such credit instrument (other than a credit instrument issued by the Bond Insurer) shall comply with the following provisions: 1. A surety bond or insurance policy issued to the entity serving as trustee or paying agent (the "Fiduciary"), as agent of the bondholders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Series 2000 Bonds (a "municipal bond insurer") may be deposited in the subaccount in the Reserve Account to meet the Reserve Requirement if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa" by S&P or Moody's, respectively. 2. A surety bond or insurance policy issued to the Fiduciary, as agent of the bondholders, by an entity other than a municipal bond insurer may be deposited in the subaccount in the Reserve Account to meet the Reserve Requirement if the form and substance of such instrument and the issuer thereof shall be approved by the Bond Insurer. 3. An unconditional irrevocable letter of credit issued to the Fiduciary, as agent of the bondholders, by a bank may be deposited in the subaccount in the Reserve Account to meet the Reserve Requirement if the issuer thereof is rated at least "AA" by S&P. The letter of credit shall be payable in one or more draws upon presentation by the beneficiary of a sight draft accompanied by its certificate that it then holds insufficient funds to make a required payment of principal or interest on the Series 2000 Bonds. The draws shall be payable within two days of presentation of the sight draft. The letter of credit shall be for a term of not less than three years. The issuer of the letter of credit shall be required to notify the Issuer and the Fiduciary, not later than 30 months OR315142;4 11 prior to the stated expiration date of the letter of credit, as to whether such expiration date shall be extended, and if so, shall indicate the new expiration date. 4. If such notice indicates that the expiration date shall not be extended, the Issuer shall deposit in the subaccount in the Reserve Account an amount sufficient to cause the cash or Investments Securities on deposit in such subaccount together with any other qualifying credit instruments, to equal the Reserve Requirement on all outstanding Series 2000 Bonds, such deposit to be paid in equal installments on at least a semi-annual basis over the remaining term of the letter of credit, unless such credit instrument is replaced by a credit instrument meeting the requirements in any of 1-3 above. The letter of credit shall permit a draw in full not less than two weeks prior to the expiration or termination of such letter of credit if the letter of credit has not been replaced or renewed and the Fiduciary is in such a case hereby directed to draw upon the letter of credit prior to its expiration or termination unless an acceptable replacement is in place or the subaccount in the Reserve Account is fully funded in its required amount. 5. The use of any credit instrument to this Paragraph shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer as to the due authorization, execution, delivery and enforceability of such instrument in accordance with its terms, subject to applicable laws affecting creditors' rights generally, and, in the event the issuer of such credit instrument is not a domestic entity, an opinion of foreign counsel in form and substance satisfactory to the Bond Insurer. In addition, the use of an irrevocable letter of credit shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer to the effect that payments under such letter of credit would not constitute avoidable preference under Section 547 of the U.S. Bankruptcy Code or similar state laws with avoidable preference provisions in the event of the filing of a petition for relief under the U. S. Bankruptcy Code or similar laws by or against the Issuer (or any other account party under the letter of credit). 6. The obligation to reimburse the issuer of any such credit instrument for any fees, expenses, claims or draws upon such credit instrument shall be subordinate to the payment of debt service on the Series 2000 Bonds. The right of the issuer of a credit instrument to payment or reimbursement of its fees and expenses shall be subordinated to cash replenishment of the subaccount in the Reserve Account, and, subject to the second succeeding sentence, its right to reimbursement for claims or draws shall be on a parity with the cash replenishment of the subaccount in the Reserve Account. The credit instrument shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of such credit instrument to reimbursement will be further subordinated to cash replenishment of the subaccount of the Reserve Account to an amount equal to the difference between the full original amount available under such credit instrument and the amount then available for further draws or claims. If (a) the issuer of a credit instrument becomes insolvent or (b) the issuer of a credit instrument defaults in its payment obligations thereunder or (c) the claims-paying ability of the issuer of the insurance policy or surety bond falls below a S&P "AAA" or a Moody's "Aaa" or (d) the rating of the issuer of the letter of credit falls below a S&P "AA," the obligation to reimburse the issuer of such credit instrument shall be subordinate to the cash replenishment of the subaccount in the Reserve Account. OR315142;4 12 7. If (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below a S&P "AAA" or a Moody's "Aaa" or (c) the rating of the issuer of the letter of credit falls below a S&P "AA," the Issuer shall either (i) deposit into the subaccount in the Reserve Account an amount sufficient to cause the cash or Investments Securities on deposit in such subaccount to equal the Reserve Requirement on all outstanding Series 2000 Bonds, such amount to be paid over the ensuing five years in equal installments deposited at least semi-annually or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements in any of 1-3 above within six months of such occurrence. In the event (a) the rating of the claims-paying ability of the issuer of the surety bond insurance policy falls below "A" or (b) the rating of the issuer of the letter of credit falls below "A" or (c) the issuer of such credit instrument defaults in its payment obligations or (d) the issuer of such credit instrument becomes insolvent, the Issuer shall either (i) deposit into the subaccount in the Reserve Account an amount sufficient to cause the cash or Investment Securities on deposit in the subaccount in the Reserve Account to equal the Reserve Requirement on all outstanding Series 2000 Bonds, such amount to be paid over the ensuing year in equal installments on at least a monthly basis or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements in any of 1-3 above within six months of such occurrence. 8. Where applicable, the amount available for draws or claims under such credit instrument may be reduced by the amount of cash or Investment Securities deposited in the subaccount in the Reserve Account pursuant to clause (i) of the preceding subparagraph 7. 9. Any amounts owed by the Issuer to the issuer of such credit instrument as a result of a draw thereon or a claim thereunder, as appropriate, shall be included in any calculation of debt service requirements required to be made pursuant to the Resolution for any purpose, e.g., rate covenant or additional bonds test. 10. The Fiduciary is required to ascertain the necessity for a claim or draw upon the credit instrument and to provide notice to the issuer of the credit instrument in accordance with its terms not later than three days (or such longer period as may be necessary depending on the permitted time period of honoring a draw under such credit instrument) prior to each interest payment date. 11. Cash on deposit in the Reserve Account shall be used (or investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing on any credit instrument. If and to the extent that more than one credit instrument is deposited in the subaccount in the Reserve Account, drawings thereunder and repayments of costs associated therewith shall be made on a pro rata basis, calculated by reference to the maximum amounts available thereunder. (C) A sum as specified by a supplemental resolution of the Issuer shall, together with other legally available funds of the Issuer, if any, as determined by subsequent resolution of the Issuer, be used to defease the Refunded Bonds by depositing such sums of money for investment in acquired obligations (as defined in the resolution pursuant to which such Refunded Bonds were issued) pursuant to the Escrow Deposit Agreement so as to produce sufficient funds to make all the payments described in such Escrow Deposit Agreement. At the time of execution of such Escrow Deposit Agreement, the Issuer shall furnish OR315142;4 13 to the escrow agent named therein appropriate documentation to demonstrate that the sums being deposited and the investment to be made will be sufficient for such purposes. Simultaneously with the issuance of the Series 2000 Bonds, the Issuer shall enter into the Agreement. Such escrowed funds shall be kept separate and apart from all other funds of the Issuer and the moneys on deposit under the Agreement shall be withdrawn, used and applied by the Issuer solely for the purposes set forth in the Agreements. (D) The balance of the proceeds of the Series 2000 Bonds shall be deposited into the City of Winter Springs, Florida Water and Sewer Construction Fund (the "Construction Fund") hereby created and used solely for the purpose of paying Costs of the Project. Notwithstanding the immediately preceding sentence, amounts on deposit in the Construction Fund shall be used to pay the due debt service on the Series 2000 Bonds to the extent there are no other available funds in the event of a payment default. Other than costs of issuing and delivering the Series 2000 Bonds which shall be paid at the direction of the City Manager of the Issuer or her 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 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 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 subaccount in the Reserve Account created for the benefit of the Series 2000 Bonds, to the extent of a deficiency therein and (3) such other fund or account of the Issuer, including those established under the Original Resolution, 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 2000 Bonds from gross income for federal income tax purposes. SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Series 2000 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 Net Revenues as herein provided. No Owner or Owners of any Series 2000 Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real or personal property therein to pay such principal and interest from any other funds of the Issuer except from the special funds in the manner provided herein. OR315142;4 14 The payment of the principal of and interest on the Series 2000 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Net Revenues on a parity with the lien thereon of the Parity Bonds, and the Issuer does irrevocably pledge such Net Revenues to the payment of the principal of and interest on the Series 2000 Bonds, for the reserves therefor and for all other required payments hereunder. Such amounts hereby pledged and assigned shall immediately be subject to the lien of this pledge without any further physical delivery thereof or any further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer, irrespective of whether such parties have notice thereof. SECTION 19. COVENANTS OF THE ISSUER. The provisions of Section 19 of the Original Resolution (except as otherwise stated in Section 16 hereof) shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 20. TAX COVENANTS. The Issuer shall not use or permit the use of any proceeds of the Series 2000 Bonds or any other funds of the Issuer, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the Issuer with respect to the Series 2000 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any such Series 2000 Bonds to be an "arbitrage bond" within the meaning of Section 148, or a "private activity bond" within the meaning of Section 141, of the Internal Revenue Code of 1986, as amended (in this Section called the "Code"), or otherwise cause interest on the such Series 2000 Bonds to become included in gross income for federal income tax purposes. The Issuer shall at all times do and perform all acts and things which are necessary or desirable in order to assure that interest paid on such Series 2000 Bonds will be excluded from gross income for purposes of federal income tax and shall take no action that would result in such interest not being so excluded. The Issuer shall payor cause to be paid to the United States Government any amounts required by Section 148 (f) of Code and the regulations thereunder (the "Regulations"). SECTION 21. MUNICIPAL BOND INSURANCE. In regard to the Series 2000 Bonds, the Issuer agrees with the Bond Insurer for the Series 2000 Bonds as follows: (A) Pavment provisions (i) If, on the third day preceding any interest payment date for the Series 2000 Bonds there is not on deposit with the Paying Agent sufficient moneys available to pay all principal of, Accreted Value and interest on the Series 2000 Bonds due on such date, the Paying Agent shall immediately notify the Bond Insurer and State Street Bank and Trust Company, N.A., New York, New York or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Paying Agent shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Series 2000 Bonds maintained by the Paying Agent. In addition: OR315142;4 15 OR315142;4 (ii) (iii) (a) The Paying Agent shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal, Accreted Value or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (i) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of or Accreted Value of the Series 2000 Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments or Accreted Value payments from the Bond Insurer; and (b) The Paying Agent shall, at the time it makes the registration books available to the Bond Insurer pursuant to (a) above, notify Bondholders entitled to receive the payment of principal of, Accreted Value, or interest on the Series 2000 Bond from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal or Accreted Value from the Bond Insurer, such Bondholder must tender his Series 2000 Bond with the instrument of transfer in the form provided on the Series 2000 Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal or Accreted Value from the Bond Insurer, such Bondholder must tender his Series 2000 Bond for payment first to the Paying Agent, which shall note on such Series 2000 Bond the portion of principal or Accreted Value paid by the Paying Agent, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal or Accreted Value to the Bondholder subject to the terms ofthe Bond Insurance Policy. In the event that the Paying Agent has notice that any payment of principal of, Accreted Value or interest on a Series 2000 Bond that has been recovered from a Series 2000 Bondholder 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 it provides notice to the Bond Insurer, notify all Series 2000 Bondholders that in the event that any Series 2000 Bondholder's payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Paying Agent shall furnish to the Bond Insurer its records evidencing the payments of principal of, Accreted Value, and interest on the Series 2000 Bonds which have been made by the Paying Agent and subsequently recovered from Series 2000 Bondholders, and the dates on which such payments were made. The Bond Insurer shall, to the extent it makes payment of principal of, Accreted Value or interest on the Series 2000 Bonds, become subrogated to the rights of the 16 recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (A) in the case of subrogation as to claims for past due interest, the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books maintained by the Registrar upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Series 2000 Bondholders of such Series 2000 Bonds and (B) in the case of subrogation as to claims for past due principal or Accreted Value, the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books for the Series 2000 Bonds maintained by the Registrar upon receipt of proof of the payment of principal or Accreted Value thereof to the Series 2000 Bondholders of such Series 2000 Bonds. Notwithstanding anything in the Resolution or the Series 2000 Bonds to the contrary, the Paying Agent shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto. (B) Reporting Requirements (a) The Bond Insurer shall be provided with the following information: (i) Within 120 days after the end of each of the Issuer's Fiscal Years, the budget for the succeeding year as soon as available, the annual audited financial statements, a statement of the amount on deposit in the subaccount in the Reserve Account as of the last valuation and a statement of the amount of Net Revenues for such Fiscal Year; (ii) The official statement or other disclosure document, if any, prepared in connection with the issuance of additional debt, whether or not on parity with the Series 2000 Bonds within 30 days after the sale thereof; (iii) Notice of any drawing upon or deficiency due to market fluctuation in the amount, if any, on deposit, in the subaccount in the Reserve Account pledged to the Series 2000 Bonds; (iv) Notice of the redemption, other than mandatory sinking fund redemption, if any, of any of the Series 2000 Bonds, or of any advance refunding of the Series 2000 Bonds, including the principal amount, maturities and CUSIP numbers thereof; and (v) Simultaneously with the delivery of the annual audited financial statements, a statement of: (A) The number of System users as of the end of the fiscal year; (B) Notification of the withdrawal of any System user comprising 5 % or more of System sales measured in terms of revenue dollars since the last reporting date; OR315142;4 17 (C) Any significant plant retirements or expansions planned or undertaken since the last reporting date; (D) Maximum and average daily usage for the fiscal year; (E) Updated capital plans for expansion and improvement projects; (F) Results of annual engineering inspections, if any, occurring at the end of the fiscal year; and (vi) Such additional information as the Bond Insurer may reasonably request from time to time. (C) Notice Addresses. (A) The notice addresses for the Bond Insurer and the Fiscal Agent are as follows: Financial Guaranty Insurance Company, 115 Broadway, New York, New York 10006, Attention: Risk Management; and State Street Bank and Trust Company, N.A., 61 Broadway, New York, New York 10006, Attention: Corporate Trust Department. (D) Hedge or Derivative Product. The Issuer shall not enter into any hedge agreement or other derivative product in respect of the Series 2000 Bonds or any Additional Parity Obligations without the prior consent of the Bond Insurer. SECTION 22. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. The provisions of Section 21 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. In determining whether there has been a payment default in regard to the Series 2000 Bonds no effect shall be given to payments made under the Bond Insurance Policy. Any acceleration of payments due on the Series 2000 Bonds shall be subject to the prior written consent of the Bond Insurer (if it has not failed to comply with its payment obligations under the Bond Insurance Policy). The Bond Insurer shall receive immediate notice of any payment default and notice of any other default known to the Registrar or the Issuer within thirty (30) days of their knowledge thereof. Notwithstanding any provision of this Resolution to the contrary, for all purposes of this Section 20, 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 sole Holder of the Bonds it has insured as long as it has not failed to comply with its payment obligations under the Bond Insurance Policy. 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 or any applicable receiver of the occurrence of an Event of Default and (ii) request the Issuer or any Paying Agent or receiver to intervene in judicial proceedings that affect the Series OR315142;4 18 2000 Bonds or the security therefor. The Issuer and any Paying Agent and any receiver are required to accept notice of default from the Bond Insurer. SECTION 23. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT CONSENT OF HOLDERS OF BONDS. The provisions of Section 22 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. No amendment or supplement pursuant to this Resolution shall be made without the consent of the Bond Insurer. SECTION 24. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS OF BONDS. The provisions of Section 23 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. No amendment or supplement pursuant to this Resolution shall be made without the consent of the Bond Insurer. Any rating agency rating the Series 2000 Bonds must receive notice of each amendment to the Resolution and a copy thereof at least 15 days in advance of its execution or adoption. The Bond Insurer for the Series 2000 Bonds shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement. SECTION 25. DEFEASANCE. The provisions of Section 24 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. Notwithstanding the provisions of the immediately preceding sentence any securities deposited with an escrow agent to effect a defeasance must be Acquired Obligations. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or the authorizing document, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling. SECTION 26. GOVERNMENTAL REORGANIZATION. The provisions of Section 25 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 27. ADDITIONAL UTILITY FUNCTIONS. The provisions of Section 26 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2000 Bonds issued pursuant to this Resolution as though fully restated herein. OR315142;4 19 SECTION 28. ADDITIONAL SECURITY. Anything herein to the contrary notwithstanding, however, the Issuer may cause the Series 2000 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 governing body of the Issuer, in addition to the security of the Net Revenues provided herein. SECTION 29. 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 2000 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 2000 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 2000 Bondowners in the event that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from a Series 2000 Bondowner to the Issuer that a breach exists. Any rights of the Series 2000 Bondowners to enforce the provisions of the covenant shall be on behalf of all Series 2000 Bondowners and shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder. SECTION 30. GENERAL AUTHORITY. The members of the governing body 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 2000 Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be required by bond counselor the underwriter of the Series 2000 Bonds to effectuate the sale of the Series 2000 Bonds to said underwriter. SECTION 31. NO PERSONAL LIABILITY. Neither the members of the governing body of the Issuer nor any person executing the Series 2000 Bonds shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 32. SEVERABILITY. If anyone or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Series 2000 Bonds issued hereunder. SECTION 33. INCONSISTENT RESOLUTIONS. All prior resolutions of the Issuer inconsistent with the provisions of this, Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained. OR315142;4 20 SECTION 34. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. ADOPTED this 3rd day of October, 2000. CITY OF WINTER SPRINGS, FLORIDA Paul P. Partyka, Mayor (SEAL) City Clerk Approved as to form: City Attorney 21