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HomeMy WebLinkAboutResolution 2001-10 Refunding Revenue Bonds RESOLUTION NO. 2001-10 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA SUPPLEMENTING CITY RESOLUTION 665 AS PREVIOUSLY AMENDED AND SUPPLEMENTED BY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $22,500,000 WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2001A and SERIES 2001B, OF THE CITY OF WINTER SPRINGS, FLORIDA TO BE APPLIED TO PROVIDE FUNDS, TOGETHER WITH OTHER LEGALLY AVAILABLE CITY MONEYS, TO DEFEASE 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, PLEDGING ON A PARITY WITH THE LIEN THEREON OF THE CITY'S OUTSTANDING WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000, THE NET REVENUES OF THE COMBINED WATER AND SEWER SYSTEM OF THE CITY FOR THE PAYMENT OF SAID BONDS; DELEGATING TO THE CITY MANAGER SUBJECT TO COMPLIANCE WITH THE APPLICABLE PROVISION HEREOF, THE AUTHORITY TO AWARD THE SALE OF SUCH BONDS BY EXECUTING AND DELIVERING TO THE UNDERWRITERS OF SUCH BONDS A BOND PURCHASE CONTRACT OR BOND PURCHASE CONTRACTS; AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING THE FORM OF AN ESCROW DEPOSIT AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; ACCEPTING THE COMMITMENT OF MBIA INSURANCE CORPORATION FOR THE ISSUANCE OF BOND INSURANCE POLICIES FOR EACH SERIES OF SUCH BONDS; AND THE COMMITMENT OF MBIA INSURANCE CORPORA TION FOR THE ISSUANCE OF A SURETY BOND FOR DEPOSIT TO THE SUBACCOUNT IN THE RESERVE ACCOUNT FOR THE SERIES 2001A BONDS; APPROVING FORM OF SAID BONDS; APPROVING THE FORM OF AND AUTHORIZING THE DISSEMINA TION OF THE PRELIMINARY OFFICIAL STATEMENTS AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE FINAL OFFICIAL ST A TEMENTS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF CITY OF WINTER SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS; DESIGNATING THE SERIES 2001A BONDS AS BANK QUALIFIED; APPOINTING THE PAYING AGENT AND REGISTRAR FOR THE BONDS; APPOINTING THE ESCROW TRUSTEE TO SERVE UNDER THE ESCROW DEPOSIT AGREEMENTS; APPROVING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE 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 OR315142;1O 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 I 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 and to the extent the same are at the time legal for investment of funds of the Issuer: (1) V.S. Treasury Certificates, Notes and Bonds (including State and Local Government Securities - "SLGS") (2) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities (3) Resolution Refunding Corp, (REFCORP) Only the interest component of REF CORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. (4) Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If however, the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or V.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. (5) Obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: a. V,S, Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b, Farmers Home Administration (FmHA) Certificate of beneficial ownership c. Federal Financing Bank OR315142;1O 2 d. General Services Administration Participation certificates e, U.S. Maritime Administration Guaranteed Title XI financing f. U.S. Department of Housing: and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S, government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds (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 2001 Bonds and the Parity Bonds,(ii) shall be payable from the Net Revenues on a parity with the Series 2001 Bonds and the Parity Bonds, and (iii) rank equally in all other respects with the Series 2001 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 2001 Bonds the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees the payment of principal and interest on the Series 2001 Bonds. (G) "BOND INSURER" shall mean as to the Series 2001 Bonds, MBIA Insurance Corporation, a stock insurance company incorporated under the laws of the State of New York or any successor thereto, (H) "BONDS" shall mean the Parity Bonds, the Series 2001 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 2001 Bonds the Fiscal Year of the Issuer. 0R315142;1O 3 (1) "CONTINUING DISCLOSURE CERTIFICATE" shall mean that certain certificate related to the Series 2001 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series 2001 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) "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) (2) 0R315142;1O 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"). 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-I" 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, 4 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 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-l" or "A3" or better by Moody's and "A-I" 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 (iii) 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. OR315142;1O 5 (L) "PARITY BONDS" shall mean the City's Outstanding Water and Sewer Refunding Revenue Bonds, Series 2000, and the City's Outstanding Water and Sewer Refunding Revenue Bonds, Series 1992 until such Series 1992 Refunded Bonds (as hereinafter defined) have been defeased. (M) "PERSON" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity, (N) "REFUNDED BONDS" shall mean the outstanding bonds of the City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1991 other than such Series 1991 bond maturing October 1,2001 ("Series 1991 Refunded Bonds") and the City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 1992 ("Series 1992 Refunded Bonds"). (0) "RESERVE REQUIREMENT" shall mean the lesser of (i) the Maximum Bond Service Requirement for the Series 2001 Bonds, (ii) 125% of the Average Annual Bond Service Requirement for the Series 2001 Bonds, or (iii) 10% of the proceeds of the Series 2001 Bonds, (P) "RULE" shall mean Rule 15c2-12 of the United States Securities and Exchange Commission, as amended. (Q) "SERIES 2001 BONDS" shall mean collectively the City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 2001A (the Series 2001A Bonds") and Series 200lB (the "Series 200lB Bonds"), authorized pursuant to this Resolution, Such Series 2001A Bonds shall be issued for the primary purpose of defeasing the Series 1991 Refunded Bonds and the Series 200lB Bonds shall be issued for the primary purpose of defeasing the Series 1992 Refunded Bonds. (R) "SURETY BOND" means the surety bond issued by the Bond Insurer guaranteeing certain payments into the subaccount in the Reserve Account with respect to the Series 2001A Bonds as provided therein. 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 2001 Bonds to refund the Refunded Bonds. (C) The principal of and interest on the Series 2001 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 2001 Bonds herein authorized or to make any other payments provided for herein. The Series 2001 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 2001 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. OR315142;1O 6 (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 Net Revenues pledged thereto shall be released simultaneously with the issuance of the Series 2001 Bonds. (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) will be complied with prior to the issuance of any of the Series 2001 Bonds. (G) The Series 2001 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 REFUNDING OF REFUNDED BONDS. There is hereby authorized the refunding of the Refunded Bonds in the manner provided herein. SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Series 2001 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 2001 Bonds, all of which shall be of equal rank without preference, priority or distinction of any of the Series 2001 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZA TION OF SERIES 2001 BONDS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Water and Sewer Revenue Refunding Bonds, Series 2001A and Series 200 1B", are authorized to be issued in the original aggregate principal amount of not exceeding $22,500,000, Should either Series of Bonds not be issued in calendar year 2001 the Issuer mayprior to the issuance of such Series of Bonds designate such Series of 2001 Bonds with the appropriate particular designation such designation to be conclusively approved upon execution of each Series 2001 Bond by the proper officers of the Issuer. SECTION 7. DESCRIPTION OF SERIES 2001 BONDS. The Series 2001 Bonds shall be issued in fully registered form as Capital Appreciation Bonds and/or Current Interest Bonds; 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 by execution of such Series 2001 Bonds; shall be issued in Authorized Denominations; shall be dated, 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 as set forth in the Bond Purchase Contract referred to in Section 36 hereof; such interest to be payable semiannually at such times and such Series 2001 Bonds shall mature annually on such date in such years and in such amounts and have such other terms all as set forth in the Bond Purchase Contract referred to in Section 36 hereof. Each Series 2001 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, OR315142;1O 7 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 2001 Bond shall bear interest from the date to which interest shall have been paid. The Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Accreted Value, The principal of, the Accreted Value, the interest and redemption premium, if any, on the Series 2001 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 2001 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 2001 Bonds. Payment of the principal of all Series 2001 Current Interest Bonds and the Accreted Value with respect to the Series 2001 Capital Appreciation Bonds shall be made upon the presentation and surrender of such Series 2001 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 2001 Bonds, elect to use an immobilization system or book-entry system with respect to issuance of such Series 2001 Bonds. Such election shall be conclusively evidenced by execution by the proper officers of the Issuer of Series 2001 Bonds reflecting use of a bond-entry system. As long as any Series 2001 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 2001 Bonds. SECTION 8. EXECUTION OF SERIES 2001 BONDS. The Series 2001 Bonds shall be signed by, or bear the facsimile signature of the Mayor or Deputy Mayor of the City and shall be signed by, or bear the facsimile signature of the Clerk or any Deputy City Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Series 2001 Bonds, In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2001 Bonds shall cease to be such officer before the delivery of such Series 2001 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 2001 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 2001 Bond, shall be the proper officers to sign such Series 2001 Bonds although at the date of such Series 2001 Bond such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 2001 BONDS. Only such of the Series 2001 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 2001 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 2001 Bonds shall be conclusive evidence that such Series 2001 Bonds has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Series 2001 Bond shall be deemed to have been duly executed if signed by an authorized officer OR31S142;1O 8 of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Series 2001 Bonds that may be issued hereunder at anyone time. SECTION 10, EXCHANGE OF SERIES 2001 BONDS. Any Series 2001 Bond, upon surrender thereof at the office of the Registrar, together with an assignment duly executed by the Owner or his 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 2001 Bond in Authorized Denominations in an aggregate principal amount or Accreted Value of Series 2001 Bonds equal to the principal amount or Accreted Value of the Series 2001 Bonds or Series 2001 Bonds so surrendered. The Registrar shall make provisions for the exchange of Series 2001 Bonds at the principal corporate trust office of the Registrar, The Issuer and Registrar shall not be obligated to make any exchange of Series 2001 Bonds during the fifteen (15) days next preceding an interest payment date or in the case of any proposed redemption of Series 2001 Bonds during the fifteen (15) days next preceding the redemption date established for such Series 2001 Bonds. SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 2001 BONDS. The Registrar shall keep books for the registration of and for the registration of transfers of Series 2001 Bonds as provided in this Resolution. The transfer of any Series 2001 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 2001 Bond, a new Series 2001 Bond or Series 2001 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 2001 Bond or Series 2001 Bonds so surrendered, In all cases in which Series 2001 Bonds shall be exchanged, the Issuer shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, Series 2001 Bonds in accordance with provisions of this Resolution. All Series 2001 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 2001 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 2001 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 2001 Bonds during the fifteen (15) days immediately preceding any interest payment date or, in the case of any proposed redemption of Series 2001 Bonds during the fifteen (15) days next preceding the redemption date established for such Series 2001 Bonds, SECTION 12, OWNERSHIP OF SERIES 2001 BONDS, The person in whose name any Series 2001 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 2001 Bond, and the interest on any such Series 2001 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 2001 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid, OR315142;10 9 SECTION 13. SERIES 2001 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 2001 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 2001 Bond of like date as the Series 2001 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2001 Bond upon surrender and cancellation of such mutilated Series 2001 Bond or in lieu of and substitution for the Series 2001 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 2001 Bonds so surrendered shall be canceled by the Issuer. If any of the Series 2001 Bonds shall have matured, or be about to mature, instead of issuing a substitute Series 2001 Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Series 2001 Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2001 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 2001 Bonds be at any time found by anyone, and such duplicate Series 2001 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 2001 Bonds issued hereunder. SECTION 14, PROVISIONS FOR REDEMPTION. The Series 2001 Bonds shall be subject to redemption prior to their maturity at such times and in such manner as shall be set forth in the Bond Purchase Contract referred to in Section 36 hereof. 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 2001 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 2001 Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Series 2001 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 2001 Bonds of one maturity are to be called, the distinctive numbers of such Series 2001 Bonds to be redeemed and in the case of Series 2001 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 2001 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 2001 Bonds or portions of Series 2001 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 2001 Bonds or portions of Series 2001 Bonds shall cease to bear interest. Upon surrender of such Series 2001 Bonds for redemption in accordance with said notice, such Series 2001 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 2001 Bond, there shall be prepared for the Owner a new 0R315142;1O 10 Series 2001 Bond or Series 2001 Bonds of the same maturity in the amount of the unpaid principal or Accreted Value of such partially redeemed Series 2001 Bond, All Series 2001 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 2001 Bonds being redeemed; (ii) the date of issue of the Series 2001 Bonds as originally issued; (iii) the rate of interest borne by each Series 2001 Bond being redeemed; (iv) the maturity date of each Series 2001 Bond being redeemed; and (v) any other descriptive information needed to identify accurately the Series 2001 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 2001 Bonds consist and to one or more national information services that disseminates notices of redemption of obligations such as the Series 2001 Bonds. SECTION 15. FORM OF SERIES 2001 BONDS, The form of the Series 2001 Bond shall be in substantially the form attached hereto with such omissions, insertions and variations may be necessary and/or desirable and approved by the executing officers of the City prior to the issuance thereof (which necessity and/or desirability and approval shall be evidenced conclusively by the Issuer's delivery of the Bonds to the purchaser or purchasers thereot). SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION. The Series 2001 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 2001 Bonds herein authorized in like manner as applicable to the Parity Bonds. The principal of, Amortization Installments, Accreted Value and interest on the Series 2001 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 2001 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 2001 Bonds and no funds or other amounts on deposit in the subaccounts in the Reserve Account established for the benefit of the Series 2001 Bonds shall be available for any of the Parity Bonds. OR315142;10 11 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, APPLICA TION OF SERIES 2001 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of each Series of the Series 2001 Bonds shall be applied by the Issuer simultaneously with the delivery of such Series of Series 2001 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 applicable Series of Series 2001 Current Interest Bonds, (B) The Issuer shall deposit to the special subaccount in the Reserve Account hereby established for the benefit of the Series 2001A Bonds, the Surety Bond in a sum equal to the Reserve Requirement for such bonds and shall deposit to the special subaccount in the Reserve Account created for the benefit of the Series 2001B bonds an amount equal to the Reserve Requirement on such bonds. The Surety Bond shall be payable to the Paying Agent for the Series 2001A Bonds on any interest payment or redemption date on which a deficiency exists which cannot be cured by funds in any other fund or account within the Debt Service Fund and available for such purpose. If at any time the Reserve Fund contains both a Surety Bond and cash, the cash shall be drawn down completely before any demand is made on the Surety Bond, Any moneys on deposit in a 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 Paying Agent shall deliver a Demand for Payment in the form attached to the Surety Bond at least three (3) days prior to the date on which funds are required from the Surety Bond, or as soon thereafter as the Paying Agent is aware that funds are required from the Surety Bond. If a disbursement is made from the Surety Bond, the Issuer shall reimburse the Bond Insurer as soon as possible, but in any case within one year of any disbursement the amount of such disbursement before replenishing any cash withdrawn from such subaccount. The Paying Agent shall maintain adequate records verified with the Bond Insurer as to the amount available to be drawn at any given time under the Surety Bond on the Series 2001A Bonds and the Issuer shall maintain adequate records verified with the Bond Insurer as to the amounts paid and owing to the Bond Insurer under the terms of the financial guaranty agreement entered into by the Issuer in connection with the issuance of the Surety Bond. Notwithstanding any other provisions of the Resolution to the contrary as long as the Surety Bond for the Series 2001A Bonds shall be in full force and effect, the Issuer and Paying Agent agree that there may be no optional redemption of Series 2001A Bonds or defeasance of Series 2001A Bonds or distribution of moneys held under the Resolution to the Issuer unless all amounts then owed to the Bond Insurer by the Issuer under the terms of the financial guaranty agreement entered into in connection with the delivery of the Surety Bond or any other documents related to the Series 2001A Bonds have been paid in full, 0R315142;1O 12 (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 for the applicable series of Series 2001 Bonds so as to produce sufficient funds to make all the payments described in such Escrow Deposit Agreement. At the time of execution of such Escrow Deposit Agreement, the Issuer shall furnish to the escrow agent named therein appropriate documentation to demonstrate that the sums being deposited and the investment to be made will be sufficient for such purposes. Simultaneously with the issuance of each Series of the Series 2001 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 each Series of the Series 2001 Bond shall be deposited to the City of Winter Springs Water and Sewer Cost of Issuance Fund hereby created and such amount shall be applied to the payment of costs and expenses relating to the issuance of the Series 2001 Bonds, One hundred and eighty (180) days following the initial delivery of the Series 2001 Bonds any amount remaining in the cost of Issuance Fund shall be transferred to any other account or fund of the Issuer and the Cost of Issuance Fund shall be closed. SECTION 18, SPECIAL OBLIGATIONS OF ISSUER. The Series 2001 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 2001 Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real or personal property therein to pay such principal and interest from any other funds of the Issuer except from the special funds in the manner provided herein. The payment of the principal of and interest on the Series 2001 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 2001 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 2001 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 2001 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 2001 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any such Series 2001 Bonds to be an "arbitrage bond" within the meaning of Section 148, or a "private activity bond" within the meaning of Section 141, ofthe Internal Revenue Code of 1986, 0R315142;1O 13 as amended (in this Section called the "Code"), or otherwise cause interest on the such Series 2001 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 in order to assure that interest paid on such Series 2001 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 2001 Bonds, the Issuer agrees with the Bond Insurer for the Series 2001 Bonds as follows: The Issuer shall give the Bond Insurer notice required to be given any other party under the Resolution to the Attention of Insured Portfolio Management. 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 2001 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 2001 Bonds no effect shall be given to payments made under the Bond Insurance Policy. Any acceleration of payments due on the Series 2001 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 and shall have the right to direct all remedies upon the occurrence of an Event of Default. Any acceleration of the Series 2001 Bonds shall be subject to the Bond Issuer's prior written consent. 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 2001 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 2001 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, 0R315142;1O 14 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 2001 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 2001 Bonds and S&P even if it is not rating the Series 2001 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 2001 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 2001 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, 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 2001 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 2001 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 28. BOND INSURANCE. Insurance to insure the holder of any Series 2001 Bond, the scheduled payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased from the Bon Insurer and payment for such insurance is hereby authorized from Series 2001 Bond proceeds or from other City moneys. In accordance with the Commitment for Municipal Bond Insurance attached hereto as an exhibit, a statement of insurance is hereby authorized to be printed on or attached to each Series of the Series 2001 Bonds for the benefit and information of the Series 2001 Bondholders. In accordance with the commitment of the Bond Insurer attached hereto as an exhibit, the purchase of a surety bond for deposit to the subaccount in the Reserve Account for the Series 2001A Bonds is hereby authorized, and payment of the premium for such surety bond from proceeds of the Series 2001A Bonds or other legally available moneys of the City is hereby authorized, SECTION 29. ESCROW DEPOSIT AGREEMENT. The form and content of the Escrow Deposit Agreement (the "Escrow Agreement") pursuant to which certain proceeds of each Series of the Series 2001 Bonds will be deposited together with other legally available moneys to defease the Refunded Bonds in the form attached hereto as an exhibit is hereby approved. The Mayor or Deputy Mayor and the City Clerk or Deputy City Clerk are hereby authorized to execute on behalf of the Issuer the Escrow Deposit Agreement in substantially the form attached hereto, with such additions, deletions, and other changes as may be necessitated by applicable law, the Resolution and the Bond Purchase Contracts as such officers may approve (such approval to be conclusively evidenced by their execution of the Escrow Agreement) . OR315142;1O 15 SECTION 30. PA YING AGENT AND REGISTRAR AND ESCROW TRUSTEE. First Union National Bank, is hereby appointed to serve as Registrar and Paying Agent for the Series 2001 Bonds and as Escrow Trustee pursuant to each Escrow Agreement. SECTION 31. BANK QUALIFIED. The Issuer designates each Series of the Series 2001A Bonds as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Issuer does not reasonably anticipate that the Issuer, any subordinate entities of the Issuer, and issuers of debt that issue "on behalf" of the Issuer, will during calendar year 2001 issue more than $10,000,000 of "tax-exempt" obligations, exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the Code. SECTION 32. EARL Y REDEMPTION OF PRIOR BONDS. The Series 1991 Refunded Bonds maturing after October 1, 2001 are upon issuance of the Series 2001A Bonds hereby irrevocably called for redemption on October 1, 2001 at the redemption price of 102 % of the principal amount thereof plus accrued interest to the redemption date, The Series 1992 Refunded Bonds maturing after April 1, 2002 are upon issuance of the Series 200lB Bonds hereby irrevocably called for redemption on April 1 , 2002 at the redemption price of 102 % of the principal amount thereof plus accrued interest to the redemption date. SECTION 33. TRANSFER OF REFUNDED BONDS FUNDS AND ACCOUNTS AND LIQUIDA TION OF SAME. The amount on deposit in the funds and accounts established under the resolutions securing the Refunded Bonds are hereby authorized to be transferred to the escrow account created pursuant to the Escrow Agreements and as otherwise provided in certificates ofthe Issuer delivered at the time of issuance of each Series of the Series 2001 Bonds and the securities in such funds and accounts are hereby authorized to be liquidated in such manner as recommended by the Issuer's Financial Advisor to best accomplish the refunding of the Refunded Bonds. SECTION 34, OTHER ACTIONS. The Mayor, the Deputy Mayor/Commissioner, the City Manager, the City Attorney, the City Clerk including any Deputy City Clerk and the Finance Director (collectively the "Issuer Officers"), Akerman, Senterfitt & Eidson, P.A. as Bond Counsel, and Public Financial Management, Inc" as the Issuer's Financial Advisor, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Series 2001 Bonds and the consummation of all transactions in connection therewith. The Issuer Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents, papers, and agreements for the undertaking and fulfillment of all transactions referred to in or contemplated by the Resolution, the Official Statement, this Resolution, and the Bond Purchase Contract. SECTION 35. 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 2001 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 2001 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 2001 Bondowners in the event that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from a Series 2001 Bondowner to the Issuer that a breach exists, Any rights of the Series 2001 Bondowners to enforce the provisions of the covenant shall be on behalf of all Series 2001 OR315142;1O 16 Bondowners and shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder. SECTION 36. NEGOTIATED SALE; DELEGATIONS OF AUTHORITY REGARDING SALE OF BONDS; BOND PURCHASE CONTACT. The complex character of the security for the Series 2001 Bonds requires lengthy and detailed structuring with could be unreasonably restricted by the lack of flexibility at public sale, Based upon all available information and advice from the staff of the Issuer, a negotiated sale of the Series 2001 Bonds to the Underwriters listed in the Bond Purchase Contract(s) (the "Bond Purchase Contract") attached hereto will result in the most favorable bond financing plan and is in the best interest of the Issuer, The City Manager of the Issuer is hereby authorized and directed to execute and deliver to the underwriters for the Series 2001A Bonds such Bond Purchase Contact(s) provided that the present value savings to the Issuer resulting from the refunding of the Series 1991 Refunded Bonds is not less than ten percent (10 %) of the outstanding principal amount of such Series 1991 Refunded Bonds and that the final maturity of such Series 200 1A Bonds is not later than October, 2021. The City Manager of the Issuer is hereby authorized to execute and deliver to the underwriters of the Series 200lB Bonds a purchase contract which sets forth the terms and the provisions applicable to Series 200lB Bonds which provides for the refunding of the Series 1992 Refunded Bonds provided that the present value savings to the Issuer resulting from the refunding of such Series 1992 Refunded Bonds is not less than six percent (6%) of the outstanding principal amount of such Series 1992 Refunded Bonds and that the maturity of such Series 200 lB Bonds is not later than October 1, 2021. Compliance with the provisions of the prior sentence shall be conclusively determined upon receipt by the City Manager of a letter of Public Financial Management, Inc" financial advisor to the Issuer that such provisions have been complied with, The Bond Purchase Contract(s) shall be in substantially the form attached hereto with such changes thereto as may be approved in accordance with the above paragraph, The negotiated sale of the Bonds to the Underwriter is hereby approved. The City Manager is hereby authorized to execute the Bond Purchase Contract(s) on behalf of the Issuer, upon satisfaction of the above conditions. SECTION 37. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution of a preliminary official statements in essentially the forms attached hereto for the purpose of marketing the Series 2001 Bonds and delegates to the City Manager the authority to deem such Preliminary Official Statements "final" except for "permitted omissions" within the contemplation of Rule 15c2-12 of the Securities and Exchange Commission. The proper officers of the City are hereby authorized to execute on behalf of the Issuer the Official Statements relating to each Series of the Series 2001 Bonds, in substantially the form and content as the Preliminary Official Statements, with such additions, deletions, and changes thereto, including such additions, deletions and other changes as may be necessitated by this Resolution and the approved Bond Purchase Contract as such officers may approve (such approval to be conclusively evidenced by their execution of said Official Statement), and to deliver such Official Statements to the underwriters. SECTION 38. NO PERSONAL LIABILITY. Neither the members of the governing body of the Issuer nor any person executing the Series 2001 Bonds shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 39. 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 0R315142;10 17 separate from the remaining covenants, agreements or provisions of this Resolution or of the Series 2001 Bonds issued hereunder. SECTION 40. INCONSISTENT RESOLUTIONS. All prior resolutions of the Issuer inconsistent with the provisions of this, Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained. SECTION 41. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. ADOPTED this 9th day of April, 2001. CITY OF WINTER SPRIN GS, FLORIDA Paul P. Partyka, Mayor (SEAL) ATTEST: CITY CLERK Approved as to form: City Attorney 18