HomeMy WebLinkAbout2001 12 10 Regular A Bond Resolution 2001-48 Limited General Obligation Bonds
COMMISSION AGENDA
ITEM A
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR XX
nel'em her 10, 2001
Meeting
MGR r/DEPT-~
Authorization
REQUEST:
The City Manager requesting the Commission to:
. Adopt Bond Resolution #2001-48 authorizing the issue by the City of Limited General
Obligation Bonds, Series 2002 not to exceed $3,400,000.
PURPOSE:
The purpose ofthis Agenda Item is to approve the bond resolution related to the Limited General
Obligation Bonds, Series 2002.
CONSIDERATIONS:
A Bond Referendum passed on September 4,2001 regarding the issue of Limited Ad Valorem
Bonds not to exceed $3,400,000 to acquire 27 acres of land to expand Central Winds Park and to
construct soccer, football, baseball and other recreational facilities. Repayment of bonds to be
made through the levy of an Ad Valorem tax not to exceed one-quarter of one mill (.25) on all
taxable property within the City of Winter Springs.
ATTACHMENTS:
Resolution 2001-48
FUNDING:
Funding for the debt service will come from Ad Valorem tax revenues.
RECOMMENDATION:
Approval of Resolution No. 2001-48
COMMISSION ACTION:
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RESOLUTION NO. 2001-48
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA, PROVIDING FOR THE ACQUISITION OF
APPROXIMATELY 27 ACRES OF LAND TO EXPAND
CENTRAL WINDS PARK AND TO CONSTRUCT SOCCER,
FOOTBALL, BASEBALL AND OTHER RECREATIONAL
FACILITIES IN THE CITY; AUTHORIZING THE ISSUANCE
BY THE CITY OF NOT EXCEEDING $3,400,000 IN
AGGREGA TE PRINCIPAL AMOUNT OF LIMITED GENERAL
OBLIGATION BONDS, SERIES 2002, TO FINANCE THE
COST OF SUCH PROJECT AND PAY THE COSTS OF
ISSUANCE OF SUCH BONDS; PLEDGING TO SECURE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
SUCH BONDS THE MONEYS RECEIVED BY THE CITY
FROM AN ANNUAL AD V ALOREM TAX NOT EXCEEDING
ONE-QUARTER OF ONE MILL ON ALL TAXABLE
PROPERTY WITHIN THE CITY, ALL MONEYS ON DEPOSIT
IN AND INVESTMENTS HELD FOR THE CREDIT OF
CERTAIN FUNDS CREATED HEREUNDER AND THE
EARNINGS ON SUCH INVESTMENTS; MAKING CERTAIN
COVENANTS AND AGREEMENTS FOR THE BENEFIT OF
THE HOLDERS OF SUCH BONDS; ACCEPTING THE
INSURER'S COMMITMENT RELATING TO A BOND
INSURANCE POLICY WITH RESPECT TO SUCH BONDS;
AND PROVIDING AN EFFECTIVE DATE.
;/
Section 1.1
Section 1.4
Section 1.3
Section 1.4
Section 1.5
Section 1.6
TABLE OF CONTENTS
PAGE
ARTICLE 1 GENERAL
Definitions.............................................................................................................. 1
Authority for Resolution. ....................................................................................... 9
Resolution to Constitute Contract. ..................................................... ..... ............... 9
Findings.................................................................................................................. 9
Authorization of Proiect....................................................................................... 10
Acceptance ofInsurance Commitments. .... ..... ................ ....... ........ ........ ...... ....... 10
ARTICLE 2 AUTHORIZATION, TERMS. EXECUTION AND REGISTRA nON OF BONDS
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Section 2.6
Section 2.7
Section 2.8
Section 2.9
Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Authorization of Bonds. ....................................................................................... 10
Authorization and Description of Bonds. ............................................................ 11
Application of Bond Proceeds. ............... ................ ....... ............. ............. ....... ..... 12
Execution of Bonds. ............................................................................................. 13
Authentication. . .................................................................................................... 13
Temporary Bonds................................. ................................................................ 14
Bonds Mutilated, Destroyed, Stolen or Lost........................................................ 14
Interchangeability, Negotiability and Transfer. ................................................... 14
Form of Bonds. .................................................................................................... 16
ARTICLE 3 REDEMPTION OF BONDS
Privilege of ,Redemption. ..................................................................................... 23
Selection of Bonds to be Redeemed. ................................................................... 23
'Notice of Redemption. ......................................................................................... 23
Redemption of Portions of Bonds. .............. ......................................................... 24
Payment of Redeemed Bonds. .. .......... ........ ................... ........... ....... .................... 24
ARTICLE 4 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
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Bonds not to be Indebtedness of Issuer................................ ................................ 25
Security for Bonds. .......................................................................... ....................25
Construction Fund........................................................................ ........................26
Funds and Accounts. ........................ ....................................................................27
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Flow of Funds. . .................................................................................................... 27
Rebate Fund. ........................................................................................................ 28
Investments. ......................................................................................................... 28
Separate Accounts.......................................................................... ...................... 29
Exhibit A
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Insurance Commitment
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Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.6
Section 5.7
Section 5.8
Section 5.9
Section 5.10
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 7.1
Section 7.2
Section 7.3
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9
Section 8.10
Section 8.11
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ARTICLE 5 COVENANTS OF ISSUER
Books and Records. ................................................................ ............................. 29
Annual Audit........................................................................................................ 29
No Impairment. .................................................................................................... 30
Entitlement to Pledged Ad Valorem Taxes. ........................................................ 30
Covenants with Credit Banks and Insurers. ......................................................... 30
Federal Income Tax Covenants; Taxable Bonds. ................................................ 30
Continuing Disclosure. ........................................................................................ 31
Municipal Bond Insurance. .................................................................................. 31
Additional Assurances. ........................................................................................ 33
ARTICLE 6 DEFAULTS AND REMEDIES
Events of Default. ................................................................................................ 33
Remedies. ............................................................................................................. 34
Directions to Trustee as to Remedial Proceedings. ............................................. 34
Remedies Cumulative. ......................................................................................... 35
Waiver of Default. ............... ................................................................................ 35
Application of Moneys After Default. ................................................................. 35
Control by Insurer or Credit Bank. ................................... ....... ............. ............... 36
ARTICLE 7 SUPPLEMENTAL RESOLUTIONS
Supplemental Resolution Without Bondholders' Consent. .................................. 36
Supplemental Resolution With Bondholders', Insurer's and Credit Bank's
Consent. .. ............................... ......................................... ..................................... 37
Amendment with Consent of Insurer and/or Credit Bank Only. ......................... 38
ARTICLE 8 MISCELLANEOUS
Defeasance. ..... ................................................ ............. ................................. ....... 39
General Authority. .. ............................................................................................. 41
No Personal Liability. .......................................................................................... 41
No Third Party Beneficiaries. ....................... .............. ............................ ....... ...... 41
Sale of Bonds. ...................................................................................................... 41
Intent to Reimburse. ............................................................................................. 41
Preliminary Official Statement. ........................................................................... 42
Severability of Invalid Provisions........................................................................ 42
Repeal of Inconsistent Resolutions. .......................... .......................... ......... ........42
Table of Contents and Headings not Part Hereof. ................... .................... ..... ...42
Effective Date. ................................................................................................ ..... 42
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BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA AS FOLLOWS:
ARTICLE 1
GENERAL
Section 1.1
Definitions.
When used in this Resolution, the following terms shall have the following
meanings, unless the context clearly otherwise requires:
"Act" shall mean Chapter 166, Part II, as amended, the Charter of the Issuer,
Section 12, Article VII of the Florida Constitution, and other applicable provisions oflaw.
"Ad Valorem Taxes: shall mean the limited direct annual tax levied on all taxable
property within the Issuer as provided Section 4.1 of this Resolution.
"Additional Bonds" shall mean the obligations issued at any time under the
provisions of Section 5.5 hereof on a parity with the Bonds.
"Amortization Installment" shall mean the amount designated and established as
an Amortization Installment with respect to any Term Bonds by Supplemental Resolution.
"Annual Audit" shall mean the annual audit prepared pursuant to the requirements
of Section 5.6 hereof.
"Annual Debt Service" shall mean, at any time, the aggregate amount in the then
current Fiscal Year of (1) interest required to be paid on the Outstanding Bonds during such
Fiscal Year, except, to the extent, that such interest is to be paid from deposits in the Debt
Service Fund made from Bond proceeds, (2) principal of Outstanding Serial Bonds maturing in
such Fiscal Year, and (3) the Amortization Installments coming due in such Fiscal Year.
"Authorized Depository" shall mean the State Board of Administration of Florida
or a bank or trust company which is eligible under the laws of the State to receive funds of the
Issuer.
"Authorized Investments" shall mean any of the following which shall be
authorized from time to time by applicable laws of the State for deposit or purchase by the Issuer
for the investment of its funds:
(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").
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(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 such bank, which, at the time of purchase, has a short-term "Bank
Deposit" rating of "P-l" 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
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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.
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(10) Units of Participation in the Local Government Surplus Funds Trust Fund
established pursuant to Part IV, Chapter 218, Florida Statutes.
"Authorized Issuer Officer" shall mean for the performance on the behalf of the
Issuer of any act of the Issuer or the execution of any instrument on behalf of the Issuer shall
mean any person authorized by resolution or certificate of the Issuer to perform such act or sign
such document.
"Bond Counsel" shall mean Akerman, Senterfitt & Eidson, P.A. and any other
attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the
federal tax exemption of interest on obligations issued by states and political subdivisions, and
duly admitted to practice law before the highest court of any state of the United States of
America.
"Bond Insurance Policy" shall mean the insurance policy or policies issued by an
Insurer guaranteeing the scheduled payment of the principal of and interest on any portion of the
Bonds when due.
"Bond Referendum Election: shall mean the Bond referendum election of the
qualified electors residing in the City of Winter Springs, Florida held on September 4, 2001 at
which the qualified electors voting in the Bond Referendum Election approved the issuance of
not exceeding $3,400,000.00 of Bonds payable from ad valorem taxes levied at a rate not to
exceed one quarter (1/4) of one mill (.25 mill) on a taxable property in the City of Winter
Springs to acquire and construct the Project.
"Bond Year" shall mean the annual period commencing each year on the day after
the day of the year on which the Bonds mature, whether or not Bonds of such Series mature in
every year or in the Bond Year under consideration (except that the first Bond Year shall
commence on the date of issuance of the Bonds), and ending on the next succeeding day of the
year which shall be such day of the year on which the Bonds mature. Each Bond Year shall be
designated with the number of the calendar year in which such Bond Year ends.
"Bondholder" or "Holder" or "holder" shall mean any Person who shall be the
registered owner of any Outstanding Bond or Bonds according to the registration books of the
Issuer.
"Bonds" shall mean the Limited General Obligation Bonds, Series 2002
authorized pursuant to this Resolution.
"Book Entry Form" or "Book Entry System" means, with respect to the Bonds, a
form or system, as applicable, under which (1) the ownership of beneficial interests in Bonds and
debt service payments on Bonds may be transferred only through a book entry and (2) physical
Bond certificates in fully registered form are registered only in the name of a Depository or its
nominee as Holder, with the physical Bond certificates "immobilized" in the custody of the
Depository.
"Clerk" shall mean the City Clerk of the Issuer or such other person as may be
duly authorized by the Issuer to act on his or her behalf.
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"Code" shall mean the United States Internal Revenue Code of 1986, as the same
may be amended from time to time, and the regulations thereunder, whether proposed, temporary
or final, promulgated by the Department of the Treasury, Internal Revenue Service, and all other
promulgations of said service pertaining thereto.
"Construction Fund" shall mean the Construction Fund established pursuant to
Section 4.3 hereof.
"Continuing Disclosure Certificate" shall mean that certain certificate related to
the Bonds to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the
underwriter or underwriters, as it may be amended from time to time in accordance with the
terms thereof, whereby the Issuer undertakes to comply with the secondary disclosure
requirements of the Rule.
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of
land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of
any indemnity and surety bonds and premiums for insurance during construction; (5) all interest
due to be paid on the Bonds and other obligations relating to the Project during the construction
period of such Project and for a reasonable period there~fter; (6) engineering, legal and other
consultant fees and expenses; (7) costs and expenses incidental to the issuance of the Bonds
including bond insurance premium, rating agency fees and the fees and expenses of any auditors,
Paying Agent, Registrar, Credit Bank or Depository; (8) payments, when due (whether at the
maturity of principal or the due date of interest or upon redemption) on any indebtedness of the
Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery or equipment
required by the Issuer for the commencement of operation of such Project; and (10) any other
costs properly attributable to the issuance of the Bonds, and such construction or acquisition, as
determined by generally accepted accounting principles and may include reimbursement to the
Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution
may provide for additional items to be included in the aforesaid Costs.
"Credit Bank" shall mean as to the Bonds, the Person (other than an Insurer)
providing a letter of credit, a line of credit or another credit or liquidity enhancement facility, as
designated in the Supplemental Resolution providing for the issuance of such Bonds.
"Credit Facility" shall mean as to the Bonds, a letter of credit, a line of credit or
another credit or liquidity enhancement facility (other than an insurance policy issued by an
Insurer), as approved in the Supplemental Resolution providing for the issuance of such Bonds.
"Debt Service Fund" shall mean the Debt Service Fund established pursuant to
Section 4.4 hereof.
"Debt Service Requirement" for any Bond Year shall mean the sum of:
(1) The aggregate amount required to pay the interest becoming due on the
Bonds, during such Bond Year, except to the extent that such interest shall have been provided
by payments into the Debt Service Fund out of Bond proceeds or other sources for a specified
period of time.
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(2) The aggregate amount required to pay the principal becoming due on the
Bonds, for such Bond Year. For purposes of this definition: (a) the stated maturity date of any
Term Bonds shall be disregarded and the principal of such Term Bonds shall be deemed to be
due in the Bond Years and in the amounts of the Amortization Installments applicable to such
Term Bonds; and (b) the principal amount of any single maturity of Term Bonds for which the
Issuer shall have established no Amortization Installments shall be deemed to be due in the Bond
Years and in such amounts as shall provide for the amortization of such principal amount over a
term equal to the number of years such Term Bonds shall be Outstanding to such maturity and in
equal annual installments of combined principal and interest; provided, however, that if the
Issuer has employed a Credit Facility in connection with any such Term Bonds having no
Amortization Installments the amortization of such Term Bonds shall be deemed to correspond
to the applicable terms of such Credit Facility.
"Depository" means any securities depository that is a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934,
operating and maintaining, with its participants or otherwise, a Book Entry System to record
ownership of beneficial interests in Bonds, and to effect transfers of Bonds, in Book Entry Form,
and includes and means initially The Depository Trust Company (a limited purpose trust
company), New York, New York.
"Federal Securities" shall mean
(1) U.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. (REF CORP) Only the interest component of
REFCORP strips which have been stripped by request to the Federal
Reserve Bank of New York in book entry form are acceptable.
(4) Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by
S&P. Ifhowever, 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 U.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. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHA)
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Certificate of beneficial ownership
c. Federal Financing Bank
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
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be prescribed
bylaw.
"Governing Body" shall mean the City Commission of the Issuer or its successor
in function.
"Insurer" or "Bond Insurer" shall mean MBID Insurance Corporation and any
such Person as shall be in the business of insuring or guaranteeing the payment of principal of
and interest on municipal securities.
"Interest Date" shall mean January 1 and July 1 of each year.
"Issuer" shall mean the City of Winter Springs, Florida.
"Maximum Debt Service Requirement" shall mean, as of any particular date of
calculation, the greatest annual Debt Service Requirement for the Bonds for the then current or
any future Fiscal Year.
"Mayor" shall mean the Mayor of the Issuer or such other person as may be duly
authorized by the Issuer to act on his or her behalf.
"Moody's Investors Service" or "Moody's" shall mean Moody's Investors Service,
Inc., the nationally recognized securities rating firm, and any successor or successors thereto; and
if such corporation shall be dissolved or liquidated or shall no longer perform securities rating
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functions, shall mean any other nationally recognized securities rating firm designated by the
Issuer and approved by the Insurer and/or the Credit Bank, as applicable.
"Outstanding" shall mean all Bonds theretofore and thereupon being authenticated
and delivered, except (1) any Bond in lieu of which another Bond or other Bonds have been
issued under an agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond
surrendered by the Holder thereof in exchange for another Bond or other Bonds under Section
2.6 and Section 2.8 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.1 hereof,
and (4) Bonds cancelled after purchase in the open market or because of payment at or
redemption prior to maturity.
"Paying Agent" shall mean any paying agent for the Bonds appointed by or
pursuant to Supplemental Resolution and its successors or assigns, and any other Person which
may at any time be substituted in its place pursuant to Supplemental Resolution.
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean the Ad Valorem Taxes and, until applied in
accordance with the provisions of this Resolution, the proceeds of the Bonds and all moneys,
including investments thereof, in the Revenue Fund and the Debt Service Fund.
"Project" shall mean the acquisition of approximately 27 acres of land adjacent to
Central Winds Park and the construction of soccer, football, baseball and other recreational
facilities all as approved in the Bond Referendum Election.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.4
hereof.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or Supplemental Resolution.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to
Supplemental Resolution and its successors and assigns, and any other Person which may at any
time be substituted in its place pursuant to Supplemental Resolution.
"Resolution" and "this Resolution" shall mean this instrument, as the same may
from time to time be amended, modified or supplemented by any and all Supplemental
Resolutions.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Section 2.1 and Section 2.2 hereof or in a Supplemental
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Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless
of variations in maturity, interest rate, Amortization Installments or other provisions.
"Standard & Poor's" or "S&P" shall mean Standard & Poor's, a division of The
McGraw-Hill Companies, the nationally recognized securities rating firm, and any successor and
successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer
perform securities rating functions, shall mean any other nationally recognized securities rating
firm designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution, adopted and becoming effective prior to the issuance of the
Bonds or in accordance with the terms of Section 7.1, Section 7.2 and Section 7.3 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby or by Supplemental Resolution and which are subject to mandatory redemption by
Amortization Installments.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption
of this Resolution; and the term "hereafter" shall mean after the date of adoption of this
Resolution.
Words importing the singular number include the plural number, and vice versa.
Section 1.2 Authority for Resolution.
This Resolution is adopted pursuant to the provisions of the Act.
Section 1.3 Resolution to Constitute Contract.
In consideration of the purchase and acceptance of any or all of the Bonds by
those who shall hold the same from time to time, the provisions of this Resolution shall be
deemed to be and shall constitute a contract between the Issuer and the Holders from time to
time of the Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any
Insurer. The pledge made in this Resolution and the provisions, covenants and agreements
herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit,
protection and security of the Holders of any and all of the Bonds and for the benefit, protection
and security of any Credit Bank and any Insurer. All of the Bonds, regardless of the time or
times of their issuance or maturity, shall be of equal rank without preference, priority or
distinction of any of the Bonds over any other thereof except as expressly provided in or
pursuant to this Resolution.
Section 1.4 Findings.
It is hereby ascertained, determined and declared as follows:
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(A) The Issuer deems it necessary, desirable and in the best interests of the
Issuer that the Project be acquired and constructed. The Cost of the Project shall be financed with
the proceeds of the Bonds.
(B) That the Ad Valorem Taxes pledged under this Resolution are not
encumbered in any manner.
(C) That it is deemed necessary and desirable to pledge a tax not to exceed one
quarter of one mill on all taxable property within the Issuer to the payment of the principal of,
redemption premium, if any, and interest on the Bonds.
(D) The Issuer has received from the Bond Insurer its commitment to provide
a Bond Insurance Policy with respect to the Bonds, a copy of which commitment is attached
hereto as Exhibit A; and it is in the best financial interest of the Issuer that the Issuer accept said
commitment.
Section 1.5 Authorization of Proiect.
The acquisition and construction of the Project in the manner herein provided is
hereby authorized.
Section 1.6 Acceptance of Insurance Commitments.
The Issuer hereby accepts the Bond Insurer's commitment to provide a Bond
Insurance Policy with respect to the Bonds.
ARTICLE 2
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
Section 2.1
Authorization of Bonds.
The Issuer hereby authorizes the issuance of Bonds of the Issuer to be designated
as "City of Winter Springs, Florida, Limited General Obligation Bonds Series 2002". The
aggregate principal amount of the Bonds which may be executed and delivered under this
Resolution is limited to $3,400,000 except as otherwise might be permitted by applicable law in
accordance with any refunding.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution,
be issued in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the Issuer may determine and
as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond
shall bear upon its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such
rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful
{OR446801 ;3}
10
money of the United States of America on such dates; all as determined by this Resolution or by
Supplemental Resolution.
The Bonds shall be issued in such denomination or denominations and such form,
whether coupon or registered; shall be dated such date or dates; shall bear such numbers; shall be
payable at such place or places; shall contain such redemption provisions; shall have such Paying
Agent and Registrar; shall mature in such years and amounts; and the proceeds shall be used in
such manner all as determined by this Resolution or by Supplemental Resolution. The Bonds
may be secured by a Credit Facility or by a Bond Insurance Policy all as shall be determined by
this Resolution or by Supplemental Resolution.
Section 2.2 Authorization and Description of Bonds.
A Series of Bonds entitled to the benefit, protection and security of this
Resolution is hereby authorized to be issued in an aggregate principal amount not to exceed
$3,400,000 for the principal purpose of financing the cost of acquiring and constructing the
Project and paying certain costs of issuance incurred with respect to such Bonds. Such Series
shall be designated as, and shall be distinguished from the Bonds of all other Series by the title
"City of Winter Springs, Florida, Limited General Obligation Bonds, Series 2002".
The Bonds shall be dated as of the first day of the month in which occurs the
delivery of the Bonds to the purchaser or purchasers thereof or such other date as may be set
forth by Supplemental Resolution; shall be issued as fully registered Bonds in denominations of
$5,000 or integral multiples thereof or such other denominations as shall be set forth in a
Supplemental Resolution; and shall be numbered consecutively from one upward in order of
maturity preceded by the letter "R;" shall be in such denominations and shall bear interest at a
rate or rates not exceeding the maximum rate permitted by law (calculated on the basis of a 360-
day year of twelve 30-day months), payable in such manner and on such dates; shall consist of
such amounts of Serial Bonds and/or Term Bonds, maturing in such amounts and in such years;
shall have such Paying Agent and Registrar; and shall contain such redemption provisions; all as
the Issuer shall hereafter provide by Supplemental Resolution.
The principal of, Redemption Price, if applicable, on the Bonds is payable upon
presentation and surrender of the Bonds at the office of the Paying Agent. Interest payable on
any Series 2002 Bond on any Interest Date will be paid by check or draft of the Paying Agent to
the Holder in whose name such Bond shall be registered at the close of business on the date
which shall be the fifteenth day (whether or not a business day) of the calendar month next
preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the
option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer
for the account of such Holder. In the event the interest payable on any Series 2002 Bond is not
punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest
will be paid to the Holder in whose name such Bond shall be registered at the close of business
on a special record date for the payment of such defaulted interest as established by notice to
such Holder, not less than ten (10) days preceding such special record date. All payments of
principal of or Redemption Price, ifapplicable, and interest on the Bonds shall be payable in any
coin or currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
{OR446801 ;3}
11
A Depository may act as securities depository for the Bonds. The ownership of
one fully-registered, certificated Bond for each maturity, each in the aggregate principal amount
of such maturity, may be registered in the name of a Depository or its nominee.
The Bonds in a Book Entry System registered in the name of a Depository or its
nominee shall be payable in lawful money of the United States of America in immediately
available funds (i) in the case of principal of and any premium on such Bonds, delivered or
transmitted to the Depository or its authorized representative when due, and (ii) in the case of
interest on the Bonds, delivered or transmitted on any date interest is due to the Depository or
nominee that was the Holder of that Bond (or one or more predecessor Bonds) at the close of
business on the record date applicable to that Interest Date.
The Issuer will recognize the Depository or its nominee as the Holder for all
purposes, including notices. Conveyance of notices and other communications by the
Depository to participants, by participants to indirect participants, and by participants and
indirect participants to beneficial owners will be governed by arrangements among them, subject
to any statutory and regulatory requirements as may be in effect from time to time.
In the event that (i) the Depository determines to discontinue providing its service
with respect to the Bonds by giving written notice to the Issuer and discharging its
responsibilities. with respect thereto under applicable law, and the Issuer fails to appoint a
successor Depository for the Bonds, or (ii) the Issuer determines to discontinue the Book Entry
System through a Depository, then bond certificates are required to be delivered as described in
the Bonds. The purchasers of beneficial ownership interests in the Bonds (the "Beneficial
Owners"), upon registration of certificates held in the Beneficial Owner's name, will become the
registered owner of the Bonds.
Neither the Issuer, the Registrar nor the Paying Agent will have any responsibility
or obligation to any Beneficial Owner or any other person with respect to (i) the accuracy of any
records maintained by the Depository or any persons participating by or through the Depository;
(ii) the payment by the Depository or any persons participating by or through the Depository of
any amount with respect to the principal or Redemption Price, if applicable, or interest on the
Bonds; (Hi) any notice which is permitted or required to be given to Holders pursuant to this
Resolution; (iv) the selection by the Depository or any persons participating by or through the
Depository of any person to receive payment in the event of a partial redemption of the Bonds;
or (v) any consent given or other action taken by the Depository as Holder.
Section 2.3 Application of Bond Proceeds.
Except as otherwise provided by Supplemental Resolution, the proceeds derived
from the sale of the Bonds, including accrued interest and premium, if any, shall, simultaneously
with the delivery of the Bonds to the purchaser or purchasers thereof, be applied by the Issuer as
follows:
(A) Accrued interest shall be deposited in the Debt Service Fund.
(B) The Issuer covenants and agrees to establish a separate account with an
Authorized Depository to be known as the "City of Winter Springs Limited General Obligation
{OR446801 ;3}
12
Bonds, Series 2002, Costs of Issuance Account" (the "Costs of Issuance Account"), which shall
be used only for the payment of costs and expenses described in this subsection. A sum
sufficient to pay costs and expenses in connection with the preparation, issuance and sale of the
Bonds, including fees of financial advisors, engineering and other consulting fees, legal fees,
bond insurance premiums, printing fees, rating agency fees and other similar costs shall be
deposited to the credit of the Costs of Issuance Account, and all such costs and expenses shall be
promptly paid by the Issuer to the persons respectively entitled to receive the same. When all
moneys on deposit to the credit of the Costs of Issuance Account shall have been disbursed by
the Issuer for the payment of such costs and expenses, the Costs of Issuance Account shall be
closed; provided, however, that if any balance shall remain in the Costs of Issuance Account six
months after issuance of the Bonds, such moneys shall be transferred by the Issuer to the
Construction Fund and the Costs of Issuance Account shall be closed. After the Costs of
Issuance Account shall be closed, the Issuer may pay from the Construction Fund. any unpaid
Issuance expenses.
(C) The balance of the Bond proceeds shall be deposited in the Construction
Fund.
Section 2.4 Execution of Bonds.
The Bonds shall be executed in the name of the Issuer with the manual or
facsimile signature of the Mayor and the official seal of the Issuer shall be imprinted thereon,
attested and countersigned with the manual or facsimile signature of the Clerk. In case anyone
or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile
signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so
signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold
and delivered as herein provided and may be issued as if the person who signed or sealed such
Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the
Issuer by such person who at the actual time of the execution of such Bond shall hold the proper
office of the Issuer, although at the date of such Bond such person may not have held such office
or may not have been so authorized. The Issuer may adopt and use for such purposes the
facsimile signatures of any such persons who shall have held such offices at any time after the
date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to
hold such office at the time the Bonds shall be actually sold and delivered.
Section 2.5 Authentication.
No Bond of any Series shall be secured hereunder or entitled to the benefit hereof
or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such
Bond a certificate of authentication by the Registrar or such other entity as may be approved by
the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such
Bond has been duly authenticated and delivered under this Resolution. The form of such
certificate shall be substantially in the form provided in Section 2.9 hereof.
{OR446801 ;3}
13
Section 2.6 Temporary Bonds.
Until the definitive Bonds of any Series are prepared, the Issuer may execute, in
the same manner as is provided in Section 2.4, and deliver, upon authentication by the Registrar
pursuant to Section 2.5 hereof, in lieu of definitive Bonds, but subject to the same provisions,
limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or
more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such
temporary Bond or Bonds are issued, in denominations authorized by the Mayor and the Clerk,
such authorization to be evidenced conclusively by their execution of such temporary Bond or
Bonds, and with such omissions, insertions and variations as may be appropriate to temporary
Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall
be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange,
the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive
Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds
surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the
same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary
Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or
Bonds shall be forthwith cancelled by the Registrar.
Section 2.7 Bonds Mutilated, Destroyed, Stolen or Lost.
In case any Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond
of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and
substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and
the Registrar proof of such Holder's ownership thereof and satisfactory indemnity and complying
with such other reasonable regulations and conditions as the Issuer or the Registrar may
prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so
surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Bonds
shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may
pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such
Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.7 shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen
or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as
all other Bonds issued hereunder and shall be entitled to the same benefits and security as the
Bond so lost, stolen or destroyed.
Section 2.8 Interchangeability, Negotiabilitv and Transfer.
Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, dul y executed by the Holder thereof or such
Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be
{OR446801 ;3}
14
exchanged for an equal aggregate principal amount of registered Bonds of the same Series and
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the laws of the State of Florida, subject to the
provisions for registration and transfer contained in this Resolution and in the Bonds. So long as
any of the Bonds shall remain Outstanding, the Issuer shall cause to be maintained and kept, at
the office of the Registrar, books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of
the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder
thereof in person or by such Holder's attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly executed and
guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any
such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a
new Bond or Bonds of the same aggregate principal amount and Series and maturity as the
surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may
deem and treat the Person in whose name any Outstanding Bond shall be registered upon the
books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price,
if applicable, and interest on such Bond and for all other purposes, and all such payments so
made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the
Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by
any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any
Series of Bonds, shall forthwith (a) following the fifteenth day prior to an Interest Date for such
Series, (b) following the fifteenth day next preceding the date of first mailing of notice of
redemption of any Bonds of such Series, and (c) at any other time as reasonably requested by the
Paying Agent of such Series, certify and furnish to such Paying Agent the names, addresses and
holdings of Bondholders and any other relevant information reflected in the registration books.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in
accordance with the provisions of this Resolution. Execution of Bonds by the Mayor and the
Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the
original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any
such exchanges or transfers shall be cancelled by the Registrar. For every such exchange or
transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any
tax, fee, expense or other governmental charge required to be paid with respect to such exchange
or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or
transfer of Bonds of any Series during the fifteen (15) days next preceding an Interest Date on
the Bonds of such Series or, in the case of any proposed redemption of Bonds, during the fifteen
(15) days next preceding the redemption date established for such Bonds.
{OR446801 ;3}
15
The Issuer may elect to issue any Bonds as uncertificated registered public
obligations (not represented by instruments), commonly known as book-entry obligations,
provided it shall establish a system of registration therefor by this Resolution or Supplemental
Resolution.
Section 2.9 Form of Bonds.
The Bonds shall be in substantially the following form with such omissions,
insertions and variations as may be necessary and/or desirable and approved by the Mayor or the
Clerk 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
thereof):
NO. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
LIMITED GENERAL OBLIGATION BOND, SERIES 2002
INTEREST RATE MATURITY DATE
DATED DATE
CUSIP:
%
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Winter Springs, a
municipality created and existing under and by virtue of the laws of the State of Florida (the
"Issuer"), for value received, hereby promises to pay, solely from the sources of payment
hereinafter described, to the Registered Holder identified above, or registered assigns as
hereinafter provided, the Principal Amount identified above on the Maturity Date identified
above and interest (calculated on the basis of a 360-day year of twelve 30-day months) on such
Principal Amount from the Dated Date identified above or from the most recent interest payment
date to which interest has been paid, at the Interest Rate per annum identified above on January 1
and July 1 of each year commencing July 1, 2002 until such Principal Amount shall have been
paid or provided for, except as the provisions hereinafter set forth with respect to redemption
prior to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium, if any, on this bond are
payable in any coin or currency of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public and private debts. Such
Principal Amount and the premium, if any, on this bond, are payable, upon presentation and
surrender hereof, at the office of
{OR446801 ;3}
16
, , as paying agent, or such other paying agent as the
Issuer shall hereafter duly appoint (the "Paying Agent"). Payment of each installment of interest
shall be made to the person in whose name this bond shall be registered on the registration books
of the Issuer maintained by
, as registrar, or such other registrar as the Issuer shall hereafter duly appoint
(the "Registrar"), at the close of business on the date which shall be the fifteenth day (whether or
not a business day) of the calendar month next preceding each interest payment date and shall be
paid by a check or draft of the Paying Agent mailed to such Registered Holder at the address
appearing on such registration books or, at the option of the Paying Agent, and at the request and
expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the
event interest payable on this bond is not punctually paid or duly provided for by the Issuer on
such interest payment date, payment of each installment of such defaulted interest shall be made
, to the person in whose name this bond shall be registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice to such Registered
Holder, not less than ten (10) days preceding such special record date.
This bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the Registrar.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this
bond and has caused the same to be executed by the manual or facsimile signature of its Mayor
and attested and countersigned by the manual or facsimile signature of its City Clerk and its
official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the _ day of
'-'
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
By:
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
{OR446801 ;3}
17
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Signatory
(Provisions on Reverse Side of Bond)
This bond is one of an authorized issue of bonds of the Issuer in the aggregate
principal amount of $ (the "Bonds") of like date, tenor and effect, except as to
maturity date, interest rate, denomination and number, issued to finance the cost of the
acquisition of approximately 27 acres of land adjacent to Central Winds Park and to construct
soccer, football, baseball and other recreational facilities, in and for the Issuer, under the
authority of and in full compliance with the Constitution and laws of the State of Florida,
particularly Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, Section 12, Article
VII of the Florida Constitution, and other applicable provisions of law (the "Act"), and a
resolution duly adopted by the City Commission of the Issuer on , 2001, as
supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution.
In accordance with the terms of the Resolution, the Issuer has made a limited
pledge of its faith, credit and taxing power for the full and prompt payment of the principal of,
redemption premium, if any, and interest on the Bonds. A direct annual tax shall be levied, not
in excess of an amount which equals or is less than one quarter (1/4) of one mill, upon all taxable
property of the Issuer to make such payments. Provision shall be included and made in the
annual budget and tax levy for the levy of such taxes, which tax shall be levied and collected at
the same time, and in the same manner, as other ad valorem taxes of the County are assessed,
levied and collected.
Neither the members of the City Commission of the Issuer nor any person
executing this bond shall be liable personally hereon or be subject to any personal liability or
accountability by reason ofthe issuance hereof.
The Bonds maturing prior to , shall not be subject to
redemption prior to maturity. The Bonds maturing on , or thereafter may be
redeemed prior to their respective maturities at the option of the Issuer, as a whole or in part on
, or on any date thereafter, if in part, from such maturity or maturities as
the Issuer shall designate and by lot within a maturity, at the following redemption prices
{OR446801 ;3}
18
(expressed as a percentage of the principal amount of the Bonds to be redeemed) plus accrued
interest to the redemption date, if redeemed during the following periods:
Redemption Period
(both dates inclusive)
Redemption
Price
through
through
and thereafter
%
The Bonds maturing , are subject to mandatory redemption
in part prior to maturity by lot at a redemption price equal to the principal amount thereof,
without premium, plus accrued interest to the redemption date, beginning on
, and on each thereafter in the years and in the principal
amounts corresponding to the Amortization Installments (as defined in the Resolution) as
follows:
Year
Amortization
Installments
$
(maturity)
Notice of redemption, unless waived, is to be given by the Registrar by mailing an
official redemption notice by first class mail, postage prepaid, at least 30 days prior to the date
fixed for redemption to the registered holders of the Bonds to be redeemed at such holders'
addresses shown on the registration books maintained by the Registrar or at such other addresses
as shall be furnished in writing by such registered holders to the Registrar; provided, however,
that no defect in any such notice to any registered holder of Bonds to be redeemed nor failure to
give such notice to any such registered holder nor failure of any such registered holder to receive
such notice shall in any manner defeat the effectiveness of a call for redemption as to all other
registered holders of Bonds to be redeemed. Notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become
due and payable at the redemption price therein specified, and from and after such date (unless
the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds
shall cease to bear interest.
This bond is and has all the qualities and incidents of a negotiable instrument
under the laws of the State of Florida, but may be transferred only in accordance with the terms
of the Resolution only upon the books of the Issuer kept for that purpose at the office of the
Registrar by the Registered Holder in person or by such Holder's attorney duly authorized in
writing, upon the surrender of this bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new bond or bonds in the same aggregate principal
amount shall be issued to the transferee in exchange therefor, and upon the payment of the
charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered
form in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate
{OR446801 ;3}
19
principal amount of the Bonds having the same maturity. The Issuer, the Registrar and any
Paying Agent may treat the Registered Holder of this bond as the absolute owner hereof for all
purposes, whether or not this bond shall be overdue, and shall not be affected by any notice to
the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or
transfer of any Bonds during the fifteen (15) days next preceding an interest payment date, or in
the case of any proposed redemption of any Bonds, during the fifteen (15) days next preceding
the redemption date established for such Bonds.
The Bonds when issued will be registered initially in the name of Cede & Co., as
nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as
the initial securities depository for the Bonds. Individual purchases of the Bonds may be made
in book entry form only, and such purchasers will not receive certificates representing their
interests in the Bonds. While the Bonds are registered in the name of a securities depository (a
"Depository") or its nominee the Issuer will recognize the Depository or its nominee as the
Holder of the Bonds for all purposes, including notices. Conveyance of notices and other
communications by the Depository to participants, by participants to indirect participants, and by
participants and indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory and regulatory requirements as may be in effect from time
to time.
The Bonds are issuable only as fully-registered bonds and, except as hereinafter
provided, in printed or typewritten form, registered in the name of Cede & Co., as nominee of
DTC, which shall be considered to be the Registered Holder for all purposes of the Resolution,
including without limitation, payment by the Issuer of principal of, premium, if any, and interest
on the Bonds, and receipt of notices and exercise of rights of holders of the Bonds. There shall
be a single Bond issued for each maturity of the Bonds which shall be immobilized in the
custody of DTC with the beneficial owners having no right to receive the Bonds in the form of
physical securities or certificates. Ownership of beneficial interest in the Bonds shall be shown
by book entry on the system maintained and operated by DTC and its participants, and transfers
of ownership or beneficial interests shall be made only by DTC and its participants, by book
entry, the Issuer having no responsibility therefor. DTC is expected to maintain records of the
positions of participants in the Bonds, and the participants and persons acting through
participants are expected to maintain records of the purchasers of beneficial interests in the
Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to
another Depository or to another nominee of a Depository, without further action by the Issuer.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in connection with the issuance of this
bond, exist, have happened and have been performed, in regular and due form and time as
required by the Constitution and laws of the State of Florida applicable thereto, and that the
issuance of the Bonds does not violate any constitutional or statutory limitations or provisions.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM
as tenants in common
{OR446801 ;3}
20
TEN ENT
as tenants by the entireties
JT TEN
as joint tenants with right of survivorship and
not as tenants in common
UNIF TRANS MIN ACT -
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
{OR446801 ;3}
21
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within bond and does hereby irrevocably constitute and appoint
,
as attorneys to register the transfer of the said bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: Signature(s) must be guaranteed by
an institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or other
identifying number of such assignee must be
supplied.
{OR446801 ;3}
22
ARTICLE 3
REDEMPTION OF BONDS
Section 3.1 Privilege of Redemption.
The terms ofthis Article III shall apply to redemption of Bonds.
Section 3.2 Selection of Bonds to be Redeemed.
The Bonds shall be redeemed only in the principal amount of $5,000 each and
integral multiples thereof. The Issuer shall, at least forty (40) days prior to the redemption date
(unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such
redemption date and of the principal amount of Bonds to be redeemed. For purposes of any
redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or
portions of Bonds to be redeemed shall be selected not more than thirty-five (35) days prior to
the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities
designated by the Issuer by lot and which may provide for the selection for redemption of Bonds
or portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and,
in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
Section 3.3 Notice of Redemption.
Unless waived by any Holder of Bonds to be redeemed, notice of any redemption
made pursuant to this section shall be given by the Registrar on behalf of the Issuer by mailing a
copy of an official redemption notice by first class mail, postage prepaid, at least thirty (30) days
prior to the date fixed for redemption to each Holder of Bonds to be redeemed at the address of
such Holder shown on the registration books maintained by the Registrar or at such other address
as shall be furnished in writing by such Holder to the Registrar; provided, however, that no
defect in any notice given pursuant to this section to any Holder of Bonds to be redeemed nor
failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as
to all other Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
(2) the Redemption Price,
(3) ifless than all outstanding Bonds are to be redeemed, the number (and, in
the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
{OR446801 ;3}
23
(4) that on the redemption date the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest thereon
shall cease to accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price plus accrued interest at the office of the Paying
Agent.
Prior to any redemption date, the Issuer shall deposit with the Paying Agent an
amount of money sufficient to pay the Redemption Price of and accrued interest on all the Bonds
or portions of Bonds which are to be redeemed on that date.
In addition to the foregoing notice, further notice may be given by the Issuer as
set out below, but no defect in said further notice nor any failure to give all or any portion of
such further notice shall in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed.
(1) Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (a) the CUSIP numbers of
all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; ( c) the rate of
interest borne by each Bond being redeemed; (d) the maturity date of each Bond being
redeemed; and (e) any other descriptive information needed to identify accurately the Bonds
being redeemed,
(2) Each further notice of redemption shall be sent at least thirty-five (35)
days before the redemption date by registered or certified mail or overnight delivery service to
any Insurer which shall have insured, or any Credit Bank which shall have provided a Credit
Facility for, any of the Bonds being redeemed and to all registered securities depositories then in
the business of holding substantial amounts of obligations of types similar to the type of which
the Bonds consist and to one or more national information services that disseminate notices of
redemption of obligations such as the Bonds.
Section 3.4 Redemption of Portions of Bonds.
Any Bond which is to be redeemed only in part shall be surrendered at any place
of payment specified in the notice of redemption (with due endorsement by, or written
instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing) and the Issuer shall execute and the
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds, of the same interest rate and maturity, and of any authorized denomination
as requested by such Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bonds so surrendered.
Section 3.5 Payment of Redeemed Bonds.
Official notice of redemption having been given substantially as aforesaid, the
Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Issuer
{OR446801 ;3}
24
shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall
cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said
notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. Each check or other transfer of funds issued by the
Registrar and/or Paying Agent for the purpose of the payment of the Redemption Price of Bonds
being redeemed shall bear the CUSIP number identifying, by issue and maturity, the Bonds
being redeemed with the proceeds of such check or other transfer. Installments of interest due on
or prior to the redemption date shall be payable as herein provided for payment of interest. All
Bonds which have been redeemed shall be cancelled by the Registrar and shall not be reissued.
ARTICLE 4
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
Section 4.1
Pledge of Ad Valorem Taxes.
The faith, credit and taxing power of the Issuer shall be and is hereby pledged for
the full and prompt payment of the principal of, redemption premium, if any, and interest on the
Bonds; provided, that such pledge is a limited obligation of the Issuer which shall not exceed an
amount which equals one quarter (114) of one mill of Ad Valorem Taxes. A direct annual tax not
in excess of an amount which equals One quarter (114) of one mill shall be levied upon all
taxable property of the Issuer to make such payments. Provision shall be included and made in
the annual budget and tax levy for the levy of such Ad Valorem Taxes. Whenever the Issuer
shall, in any year, have irrevocably deposited in the Debt Service Fund for the Bonds any
moneys derived from sources other than the aforementioned, property tax, said property tax may
be correspondingly diminished; but any such diminution must leave available an amount of such
taxes, after allowance for anticipated delinquencies in collection, fully sufficient, with such
moneys so deposited from other sources, to assure the prompt payment of the prin~ipal of,
redemption premium, if any, and interest on the Bonds falling due prior to the time that the
proceeds of the next annual property tax levy will be available. Such Ad Valorem Taxes shall be
levied and collected at the same time, and in the same manner, as other ad valorem taxes of the
Issuer are assessed, levied and collected. The Issuer hereby irrevocably pledges such Ad
Valorem Taxes to the payment of the Bonds.
The Pledged Funds shall be subject to the lien of this pledge immediately upon
the issuance and delivery of the Bonds, without any physical delivery by the Issuer of the
Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against all
parties having claims of any kind against the Issuer, in tort, contract or otherwise.
Section 4.2 Security for Bonds.
The payment of the principal of or Redemption Price, if applicable, and interest
on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the
Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility
or a Bond Insurance Policy not applicable to anyone or more other Series of Bonds, as shall be
provided by Supplemental Resolution, in addition to the security provided herein. The Issuer
{OR446801 ;3}
25
does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or
Redemption Price, if applicable, and interest on the Bonds.
Section 4.3
Construction Fund.
The Issuer covenants and agrees to establish a separate fund with an Authorized
Depository to be known as the "City of Winter Springs Limited General Obligation Bonds
Construction Fund," which shall be used for payment of the Cost of the Projects. Moneys in the
Construction Fund, until applied in payment of any item of the Cost of a Project in the manner
hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien and charge
in favor of the Bondholders and for the further security of such Holders.
There shall be paid into the Construction Fund the amounts required to be so paid
by the provisions of this Resolution or any Supplemental Resolution, and there may be paid into
the Construction Fund, at the option of the Issuer, any moneys received for or in connection with
a Project by the Issuer from any other source.
The proceeds of insurance maintained pursuant to this Resolution against physical
loss of or damage to a Project, or of contractors' performance bonds with respect thereto
pertaining to the period of construction thereof, shall be deposited into of the Construction Fund.
The Issuer covenants that the acquisition and construction of each Project will be
completed without delay and in accordance with sound engineering practices. The Issuer shall
make disbursements or payments from the Construction Fund to pay the Cost of a Project upon
the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer
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, (4) the Construction Fund account from which payment is to be made, (5) the purpose, by
general classification, for which payment is to be made, and (6) that (A) each obligation, item of
cost or expense mentioned therein has been properly incurred, is in payment of a part of the Cost
of a Project and is a proper charge against the account of the Construction Fund from which
payment is to be made and has not been the basis of any previous disbursement or payment, or
(B) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a
reimbursement of a part of the Cost of a Project, is a proper charge against the account of the
Construction Fund from which payment is to be made, 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 Clerk shall retain all such documents and/or certificates
of the Authorized Issuer Officers for seven (7) years from the dates of such documents and/or
certificates. The Clerk shall make available the documents and/or certificates at all reasonable
times for inspection by any Bondholder or the agent or representative of any Bondholder.
Notwithstanding any of the other provisions of this Section 4.3, to the extent that
other moneys are not available therefor, amounts in the Construction Fund shall be applied to the
payment of principal of or Redemption Price, if applicable, and interest on Bonds when due and
unless the Insurer otherwise directs, amounts on deposit in the Construction Fund shall be
applied to the payment of debt service or Redemption Price of the Bonds upon the occurrence
{OR446801 ;3}
26
and continuance of an Event of Default or the occurrence and continuance of an event which
with notice or lapse of time or both would constitute an Event of Default.
The date of completion of a Project shall be detennined by the Authorized Issuer
Officer who shall certify such fact in writing to the Governing Body. Promptly after the date of
the completion of a Project, and after paying or making provisions for the payment of all unpaid
items of the Cost of such Project, the Issuer shall deposit any balance of moneys remaining in the
Construction Fund such other fund or account of the Issuer, including those established
hereunder, 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,
if any, of interest on the Bonds from gross income for federal income tax purposes.
Section 4.4 Funds and Accounts.
The Issuer covenants and agrees to establish with one or more Authorized
Depositories separate funds to be known as the "City of Winter Springs Limited General
Obligation Bonds Debt Service Fund" and the "City of Winter Springs Limited General
Obligation Bonds Rebate Fund." Moneys in the Debt Service Fund, until applied in accordance
with the provisions hereof, shall be subject to a lien and charge in favor of the Holders and for
the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more
Authorized Depositories to hold, for the benefit of the Issuer and/or the Bondholders, anyone or
more of the funds and accounts established hereby. Such depository or depositaries shall
perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and
disbursing moneys to and from each of such funds and accounts as herein set forth, and all
records of such depository in performing such duties shall be open at all reasonable times to
inspection by the Issuer and its agents and employees.
Section 4.5 Flow of Funds.
(A) Debt Service Fund. The Issuer covenants and agrees to establish with a
bank or trust company in the State of Florida, which is eligible under the laws of such State to
receive funds of the Issuer, as either a separate fund or consolidated bank account maintained in
the manner provided in Section 4.8, the Debt Service Fund.
(B) Disposition of Ad Valorem Taxes. All Ad Valorem Taxes levied and
collected as provided in Section 4.1 of this Resolution shall be deposited as received in the Debt
Service Fund.
Moneys in the Debt Service Fund shall be disbursed for (i) the payment of the
interest on the Bonds as such interest falls due, (ii) the payment of the principal of the Serial
Bonds at their respective maturities, (iii) the payment of the Amortization Installments of the
Term Bonds as the same shall become due, and (iv) the payment of the necessary charges for
paying Bonds and interest thereon and for all other services relating to the investment of funds
established hereunder or relating to the Rebate Fund. After making all deposits required by
clauses (i) through (iv) above in each Fiscal Year, the Issuer may use any moneys derived from
said Ad Valorem Taxes in excess of the amount necessary to pay said amounts for any lawful
{OR446801 ;3}
27
purpose.
The Issuer, in its discretion, may use moneys in the Debt Service Fund to
purchase or redeem Bonds coming due on the next principal payment date, provided such
purchase or redemption does not adversely affect the Issuer's ability to pay the principal or
interest coming due on such principal payment date on the Bonds not so purchased or redeemed.
At least three (3) business days prior to the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the Debt Service Fund sufficient moneys to pay such principal or Redemption
Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to
be paid.
Section 4.6 Rebate Fund.
Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and
used solely to make required rebates to the United States Treasury and the Bondholders shall
have no right to have the same applied for debt service on the Bonds. The Issuer agrees to
undertake all actions required of it in its arbitrage certificate relating to the Bonds, and other
instructions from Bond Counsel, delivered in connection with or subsequent to the issuance of
such Bonds, including, but not limited to:
(A) making a determination III accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(B) depositing from moneys in the Debt Service Fund or from other moneys of
the Issuer and legally available for such purpose the amount determined in subsection (A) above
into the Rebate Fund;
(C) paying on the dates and in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such
amounts as shall be required by the Code to be rebated to the United States Treasury; and
(D) keeping such records of the determinations made pursuant to this
Section 4.6 as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate and instructions of
Bond Counsel may be amended from time to time as shall be necessary, in the opinion of Bond
Counsel, to comply with the provisions ofthe Code.
Section 4.7 Investments.
The Construction Fund and the Debt Service Fund shall be continuously secured
in the manner by which the deposit of public funds are authorized to be secured by the laws of
the State. Moneys on deposit in the Construction Fund and the Debt Service Fund, may be
invested and reinvested in Authorized Investments maturing not later than the date on which the
moneys therein will be needed.
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28
Any and all income received by the Issuer from the investment of moneys in the
Construction Fund, the Rebate Fund and the in the Debt Service Fund shall be retained in such
respective fund or account unless otherwise required by applicable law.
All investments shall be valued at cost. Nothing contained in this Resolution shall
prevent any Authorized Investments acquired as investments of or security for funds held under
this Resolution from being issued or held in book-entry form on the books of the Department of
the Treasury of the United States.
Section 4.8 Separate Accounts.
The moneys required to be accounted for in each of the foregoing funds and
accounts established herein may be deposited in a single bank account, and funds allocated to the
various funds and accounts established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect and control the restricted
allocation of the moneys on deposit therein and such investments for the various purposes of
such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by
this Resolution shall not be construed to require the establishment of any completely
independent, self-balancing funds as such term is commonly defined and used in governmental
accounting, but rather is intended solely to constitute an earmarking of certain revenues for
certain purposes and to establish certain priorities for application of such revenues as herein
provided.
ARTICLE 5
COVENANTS OF ISSUER
Section 5.1
Books and Records.
The Issuer will keep books, records and accounts of the receipt of the Pledged
Funds in accordance with generally accepted accounting principles, and any Credit Bank,
Insurer, or Holder of any Bonds Outstanding or the duly authorized representatives thereof shall
have the right at all reasonable times to inspect all books, records and accounts of the Issuer
relating thereto.
Section 5.2 Annual Audit.
The Issuer shall, immediately after the close of each Fiscal Year, cause the
financial statements of the Issuer to be properly audited by a recognized independent firm of
certified public accountants, and shall require such accountants to complete their report of such
Annual Audit in accordance with applicable law. Such Annual Audits shall contain, a certificate
by such accountants disclosing any material default on the part of the Issuer of any covenant or
agreement herein. Each Annual Audit shall be in conformity with generally accepted accounting
principles.
{OR446801 ;3}
29
Section 5.3 No Impairment.
The pledging of the Ad Valorem Taxes in the manner provided in Section 4.1 of
this Resolution shall not be subject to repeal, modification or impairment by any subsequent
ordinance, resolution or other proceedings of the Governing Body of the Issuer.
Section 5.4 Entitlement to Pledged Ad Valorem Taxes.
The Issuer will take all lawful action necessary or required to continue to entitle
the Issuer to receive the Ad Valorem Taxes pledged in this Resolution as provided in Section 4.1
hereof and will take no action which will impair or adversely affect its receipt of said ad valorem
taxes.
Section 5.5 Issuance of Additional Bonds. No Additional Bonds, payable on a
parity from the Ad Valorem Taxes pledged for the payment of principal and interest on the
Bonds shall be issued after the issuance of the Bonds, except for refunding obligations secured
hereunder; provided that the issuance of such Additional Bonds for refunding shall result in a
lower net average interest cost rate and otherwise comply with applicable law.
Section 5.6 Covenants with Credit Banks and Insurers.
The Issuer may make such covenants as it may in its sole discretion determine to
be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to
insure or to provide for Bonds of anyone or more Series credit or liquidity support that shall
enhance the security or the value of such Bonds. Such covenants may be set forth in the
applicable Supplemental Resolution and shall be binding on the Issuer, the Registrar, the Paying
Agent and all the Holders of Bonds the same as if such covenants were set forth in full in this
Resolution.
Section 5.7 Federal Income Tax Covenants.
(A) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds), that it shall not use the proceeds of such Series of Bonds in any manner which
would cause the interest on such Series of Bonds to be or become includable in the gross income
of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make
any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the
Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code, and neither the Issuer nor any such other Person shall do
any act or fail to do any act which would cause the interest on such Series of Bonds to become
includable in the gross income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of each Series of Bonds
(other than Taxable Bonds) that it will comply with all provisions of the Code necessary to
maintain the exclusion of interest on such Series of Bonds from the gross income of the Holder
{OR446801 ;3}
30
thereof for federal income tax purposes, including, in particular, the payment of any amount
required to be rebated to the United States Treasury pursuant to the Code.
Section 5.8 Continuing Disclosure.
The Issuer agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate, executed by the Issuer in connection with the initial delivery
of the Bonds, as originally executed and 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 the Continuing Disclosure Certificate shall not be considered an Event of
Default; however, any Bondholder or Beneficial Owner (as hereinafter defined) may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the Issuer to comply with its obligations under this Section 5.8. For
purposes of this Section 5.8 "Beneficial Owner" means any person which (a) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries), or (b)
is treated as the owner of any Bonds for federal income tax purposes.
Section 5.9 Municipal Bond Insurance.
The following provisions shall be applicable to the Bonds and the Bond Insurance Policy
therefor:
A. In the event that, on the second Business Day, and again on the Business Day,
prior to the payment date on the Bonds, the Paying Agent has not received sufficient moneys to
pay all principal of and interest on the Bonds due on the second following or following, as the
case may be, Business day, the Paying Agent shall immediately notify the Bond Insurer or its
designee on the same Business Day by telephone or telegraph, confirmed in writing by registered
or certified mail, ofthe amount of the deficiency.
B. If the deficiency is made up in whole or in part prior to or on the payment date,
the Paying Agent shall so notify the Bond Insurer or its designee.
C. In addition, if the Paying Agent has notice that any Bondholder has been required
to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy or creditors
or others pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such Bondholder within the meaning of any applicable
bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact
by telephone or telegraphic notice, confirmed in writing by registered or certified mail.
D. The Paying Agent is hereby irrevocably designed, appointed, directed and
authorized to act as attorney-in-fact for Holders of the Bonds as follows:
1. If and to the extent there is a deficiency in amounts required to pay interest
on the Bonds, the Paying Agent shall (a) execute and deliver to State Street Bank and
Trust Company, N.A., or its successors under the Bond Insurance Policy (the "Insurance
Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument
appointing the Bond Insurer as agent for such Holders in any legal proceeding related to
{OR446801 ;3}
31
the payment of such interest and an assignment to the Insurer of the claims for interest to
which such deficiency relates and which are paid by the Insurer, (b) receive as designee
of the respective Holders (and not as Paying Agent) in accordance with the tenor of the
Bond Insurance Policy payment from the Insurance Paying Agent with respect to the
claims for interest so assigned, and (c) disburse the same to such respective Holders; and
2. If and to the extent of a deficiency in amounts required to pay principal of
the Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent
in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond
Insurer as agent for such Holder in any legal proceeding relating to the payment of such
principal and an assignment to the Bond Insurer of any of the Bonds surrendered to the
Insurance Paying Agent of so much of the principal amount thereof as has not previously
been paid or for which moneys are not held by the Paying Agent and available for such
payment (but such assignment shall be delivered only if payment from the Insurance
Paying Agent is received), (b) receive as designee of the respective Holders (and not as
Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment
therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders.
E. Payments with respect to claims for interest on and principal of Bonds disbursed
by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to
discharge the obligation of the Issuer with respect to such Bonds, and the Bond Insurer shall
become the owner of such unpaid Bond and claims for the interest in accordance with the tenor
of the assignment made to it under the provisions of this subsection or otherwise.
F. Irrespective of whether any such assignment is executed and delivered, the Issuer
and the Paying Agent hereby agree for the benefit of the Insurer that:
1. They recognize that to the extent the Insurer makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of priI)Cipal of or interest
on the Bonds, the Bond Insurer will be subrogated to the rights of such Holders to receive
the amount of such principal and interest from the Issuer, with interest thereon as
provided and solely from the sources stated in this Resolution and the Bonds; and
2. They will accordingly pay to the Bond Insurer the amount of such
principal and interest (including principal and interest recovered under subparagraph (ii)
of the first paragraph of the Bond Insurance Policy, which principal and interest shall be
deemed past due and not to have been paid), with interest thereon as provided in this
Resolution and the Bonds, but only from the sources and in the manner provided herein
for the payment of principal of and interest on the Bonds to Holders, and will otherwise
treat the Bond Insurer as the owner of such rights to the amount of such principal and
interest
G. In connection with the issuance of any Additional Bonds, the Issuer shall deliver
to the Bond Insurer a copy of the disclosure document, if any, circulated with respect to such
Additional Bonds.
H. Copies of any amendments made to the documents executed in connection with
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32
the issuance of the Bonds which are consented to by the Bond Insurer shall be sent to S & P.
I. The Bond Insurer shall receive notice of the resignation or removal of the Paying
Agent and the appointment of a successor thereto.
J. The Bond Insurer shall receive copies of all notices required to be delivered to
Bondholders and, on an annual basis, copies of the Issuer's audited financial statements and
Annual Budget.
Notices: Any notice that is required to be given to a holder of the Bonds or to the Paying
Agent pursuant to the Resolution shall also be provided to the Bond Insurer. All notices required
to be given to the Bond Insurer under the Resolution shall be in writing and shall be sent by
registered or certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk,
New York 10504 Attention: Surveillance.
Section 5.10 Additional Assurances.
The Issuer covenants and agrees to take such action (including, as applicable, filing of
UCC financing statements) as is necessary from time to time to perfect or otherwise preserve the
priority of the pledge of the Pledged Funds under applicable law.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.1
Events of Default.
The following events shall each constitute an "Event of Default" hereunder:
(A) Default shall be made in the payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing
by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar
act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other
of the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a period
of thirty (30) days after written notice of such default shall have been received from any Insurer
or the Holders of not less than twenty-five percent (25%) of the aggregate principal amount of
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33
Bonds Outstanding or any Credit Bank. Such thirty (30) day period may be extended with the
prior written consent of the Insurer(s).
Section 6.2 Remedies.
Any Holder of Bonds issued under the provisions of this Resolution or any trustee
or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus
or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights
under the laws of the State, or granted and contained in this Resolution, and may enforce and
compel the performance of all duties required by this Resolution or by any applicable statutes to
be performed by the Issuer or by any officer thereof.
In determining whether there has been a payment default in regard to the Bonds
no effect shall be given to payments made under the Bond Insurance Policy. Any acceleration of
payments due on the 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 default known to the Registrar or the Insurer within thirty (30) days of their
knowledge thereof.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of the
rights of such Bondholders and such certificate shall be executed by such Bondholders or their
duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice
of such appointment, together with evidence of the requisite signatures of the Holders of not less
than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding and the trust
instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and
the trustee and notice of appointment shall be given to all Holders of Bonds in the same manner
as notices of redemption are given hereunder. After the appointment of the first trustee
hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate
principal amount of all the Bonds then Outstanding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
Section 6.3 Directions to Trustee as to Remedial Proceedings.
The Holders of a majority in principal amount of the Bonds then Outstanding (or
any Insurer insuring, or any Credit Bank providing a Credit Facility for, any then Outstanding
Bonds) have the right, by an instrument or concurrent instruments in writing executed and
delivered to the trustee, to direct the method and place of conducting all remedial proceedings to
be taken by the trustee hereunder, provided that such direction shall not be otherwise than in
accordance with law or the provisions hereof, and that the trustee shall have the right to decline
to follow any such direction which in the opinion of the trustee would be unjustly prejudicial to
Holders of Bonds not parties to such direction.
{OR446801 ;3}
34
Section 6.4 Remedies Cumulative.
No remedy herein conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative,
and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute.
Section 6.5 Waiver of Default.
No delay or omission of any Bondholder to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver of any
such default, or an acquiescence therein; and every power and remedy given by Section 6.2 of
this Resolution to the Bondholders may be exercised from time to time, and as often as may be
deemed expedient.
Section 6.6 Application of Moneys After Default.
If an Event of Default shall happen and shall not have been remedied, the Issuer
or a trustee or receiver appointed for the purpose shall apply all Pledged Funds as follows and in
the following order:
(A) To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver.
(B) To the payment of the interest and principal or Redemption Price, if
applicable, then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due, in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to pay in
full any particular installment, then to the payment ratably, according to
the amounts due on such installment, to the Persons entitled thereto,
without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity or upon mandatory redemption prior to maturity (other than
Bonds called for redemption for the payment of which moneys are held
pursuant to the provisions of Section 8.1 of this Resolution), in the order
of their due dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall not be
sufficient to pay in full Bonds due on any particular date, together with
such interest, then to the payment first of such interest, ratably according
to the amount of such interest due on such date, and then to the payment of
such principal, ratably according to the amount of such principal due on
{OR446801 ;3}
35
such date, to the Persons entitled thereto without any discrimination or
preference; and
THIRD: to the payment of the Redemption Price of any Bonds
called for optional redemption pursuant to the provisions of this
Resolution; and
FOURTH: to the payment of other reasonable fees and expenses
due hereunder.
(2) If the principal of all the Bonds shall have become due and payable, all
such moneys shall be applied to the payment of the principal and interest then due and unpaid
upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal
over interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the Persons entitled thereto without any
discrimination or preference.
Section 6.7 Control by Insurer or Credit Bank.
Notwithstanding any of the provisions of the Resolution, upon the occurrence and
continuance of an Event of Default, each Insurer or Credit Bank, if such Insurer or Credit Bank
shall have honored all of its commitments under its Bond Insurance Policy or its Credit Facility,
as the case may be, shall be deemed the sole holder of Bonds enhanced by it and shall be entitled
to direct and control the enforcement of all rights and remedies with respect to the Bonds it
insures or for which such Credit Facility is provided. The maturity of Bonds insured by an
Insurer shall not be accelerated without the consent of such Insurer. The right of an Insurer or
Credit Bank to direct and control the enforcement of all rights and remedies shall not be
applicable if the Bond Insurance Policy or the Credit Facility is not in effect or the Insurer or
Credit Bank provides written notice that it waives such right. The rights granted to an Insurer
under the Resolution or any other related document to request, consent to or direct any action are
rights granted to the Insurer(s) in consideration of its issuance of its Bond Insurance Policy. Any
exercise by an Insurer of such rights is merely an exercise of such Insurer's contractual rights and
shall not be construed or deemed to be taken for the benefit or on behalf of the Bondholders nor
does such action evidence any position of the Insurer, positive or negative, as to whether
Bondholder consent is required in addition to consent of the Insurer.
ARTICLE 7
SUPPLEMENTAL RESOLUTIONS
Section 7.1
Supplemental Resolution Without Bondholders' Consent.
The Issuer, from time to time and at any time, may adopt such Supplemental
Resolutions without the consent of the Bondholders but with prior notice to the Bond Insurer
(which Supplemental Resolution shall thereafter form a part hereof) for any of the following
purposes:
{OR446801 ;3}
36
(A) To cure any ambiguity or formal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights,
remedies, powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and restrictions
thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender any right
or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine at any time prior to the first delivery of any
Series of Bonds the matters and things referred to in Section 2.1 and Section 2.2 hereof, and also
any other matters and things relative to such Bonds which are not contrary to or inconsistent with
this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization,
specification or determination.
(F) To make any other change that, in the opinion of Bond Counsel, would not
materially adversely affect the security for the Bonds. In making such determination, Bond
Counsel shall not take into consideration any Bond Insurance Policy.
Section 7.2 Supplemental Resolution With Bondholders', Insurer's and Credit
Bank's Consent.
Subject to the terms and provisions contained in this Section 7.2 and Section 7.1
hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, anything contained in this
Resolution to the contrary notwithstanding, to consent to and approve the adoption of such
Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by the
Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding,
in any particular, any of the terms or provisions contained in this Resolution; provided, however,
that if such modification or amendment will, by its terms, not take effect so long as any Bonds of
any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds
shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of
any calculation of Outstanding Bonds under this Section 7.2. Any Supplemental Resolution
which is adopted in accordance with the provisions of this Section 7.2 shall also require the
written consent of the Insurer of, or any Credit Bank providing a Credit Facility for, any Bonds
which are Outstanding at the time such Supplemental Resolution shall take effect. A copy of any
such proposed amendment must be sent to S&P prior to its adoption. No Supplemental
Resolution may be approved or adopted without the prior consent of the Holders of the Bonds so
affected which shall permit or require (A) an extension of the maturity of the principal of or the
payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of
any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon
{OR446801 ;3}
37
or a pledge of the Pledged Funds other than the lien and pledge created by this Resolution which
adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any
other Bond or Bonds, or (E) a reduction in the aggregate principal amount of the Bonds required
for consent to such Supplemental Resolution. Nothing herein contained, however, shall be
construed as making necessary the approval by Bondholders, the Insurer or the Credit Bank of
the adoption of any Supplemental Resolution as authorized in Section 7.1 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.2, the Clerk shall cause the Registrar to
give notice of the proposed adoption of such Supplemental Resolution and the form of consent to
such adoption to be mailed, postage prepaid, to all affected Bondholders at their addresses as
they appear on the registration books and to all Insurers of, and Credit Banks providing a Credit
Facility for, Bonds Outstanding. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to
any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.2 to be mailed and any such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this Section 7.2.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be executed by the Holders of the requisite percentage of the principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to and
approve the adoption thereof in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in
substantially such form, without liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than the requisite percentage of the Bonds Outstanding
at the time of the adoption of such Supplemental Resolution shall have consented to and
approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to '
object to the adoption of such Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any manner to question the propriety
of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking
any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.2, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution ofthe Issuer and
all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in
all respects under the provisions of this Resolution as so modified and amended.
Section 7.3 Amendment with Consent ofInsurer and/or Credit Bank Only.
If Bonds Outstanding hereunder which are insured or secured as to payment of
principal and interest by an Insurer or Insurers and/or by a Credit Facility provided by a Credit
Bank or Credit Banks, and the Insurer or Insurers and/or the Credit Bank or Credit Banks, as
{OR446801 ;3}
38
applicable, are not in default, and the Bonds, at the time of the hereinafter described amendment,
shall be rated by the rating agencies which shall have rated the Bonds at the time such Bonds
were insured or such Credit Facility was provided no lower than the ratings assigned thereto by
such rating agencies on the date such Bonds were insured or such Credit Facility was provided,
the Issuer may adopt one or more Supplemental Resolutions amending all or any part of this
Resolution or any other transaction document (each a "Related Document") only with the written
consent of said Insurer or Insurers and/or said Credit Bank or Credit Banks, as applicable, and
the acknowledgment by said Insurer or Insurers and/or said Credit Bank or Credit Banks that its
Bond Insurance Policy or its Credit Facility, as the case may be, will remain in full force and
effect. Notwithstanding anything to the contrary in Section 7.2, the consent of the Holders of
any Bonds shall not be necessary. Copies of any amendment or modification to this Resolution
or any other Related Document shall be sent to Standard & Poor's and Moody's Investors
Service, at least ten (10) days prior to the effective date thereto. The foregoing right of
amendment, however, does not apply to any amendment to Section 5.11 hereof with respect to
the exclusion, if applicable, of interest on said Bonds from the gross income of the Holders
thereof for federal income tax purposes nor may any such amendment deprive the Holders of any
Bond of right to payment of the Bonds from, and their lien on, the Pledged Funds and any
additional security pledged hereunder. Upon filing with the Clerk of evidence of such consent of
the Insurer or Insurers and/or the Credit Bank or Credit Banks as aforesaid, the Issuer may adopt
such Supplemental Resolution. After the adoption by the Issuer of such Supplemental
Resolution, notice thereof shall be mailed in the same manner as notice of an amendment under
Section 7.2 hereof.
ARTICLE 8
MISCELLANEOUS
Section 8.1
Defeasance.
If the Issuer shall payor cause to be paid or there shall otherwise be paid to the
Holders of all Bonds the principal or Redemption Price, if applicable, and interest due or to
become due thereon, at the times and in the manner stipulated therein and in this Resolution, then
the pledge of the Pledged Funds and any additional security pledged hereunder, and all
covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied. In such event, the Paying
Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to
this Resolution which are not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.1 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an
amount which shall be sufficient, or Federal Securities the principal of and the interest on which
{OR446801 ;3}
39
when due will provide moneys which, together with the moneys, if any, deposited with such
bank or trust company at the same time shall be sufficient, to pay the principal of or Redemption
Price, if applicable, and interest due and to become due on said Bonds on and prior to the
redemption date or maturity date thereof, as the case may be and (C) a report of an independent
firm of nationally recognized certified public accountants or such other accountant as shall be
acceptable to the applicable Bond Insurer ("Accountant") verifying the sufficiency of the escrow
established to pay the Bonds in full on the maturity or redemption date ("Verification"), and (D)
an escrow deposit agreement (which shall be acceptable in form and substances to the applicable
Bond Insurer), and (E) an opinion of nationally recognized bond counsel to the effect that the
Bonds are no longer "Outstanding" under the Resolution. Each Verification and defeasance
opinion shall be acceptable in form and substances, and addressed, to the Issuer and the
applicable Bond Insurer. The applicable Bond Insurer shall be provided with final drafts of the
above-referenced documentation not less than five (5) business days prior to the funding of the
escrow. Neither the Federal Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal Securities shall be withdrawn or used
for any purpose other than, and all such moneys shall be held in trust for and be applied to, the
payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds for the
payment or redemption of which they were deposited and the interest accruing thereon to the -
date of maturity or redemption thereof; provided, however, the Issuer may substitute new Federal
Securities and moneys for the deposited Federal Securities and moneys if the new Federal
Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable,
and interest on such Bonds.
In the event the Bonds for which moneys are to be deposited for the payment
thereof in accordance with this Section 8.1 are not by their terms subject to redemption within
the next succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 8.1 of moneys and/or Federal
Securities has been made and said Bonds are deemed to be paid in accordance with the
provisions of this Section 8.1 and stating such maturity or redemption date upon which moneys
are to be available for the payment of the principal of or Redemption Price, if applicable, and
interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the
Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
In the event that the principal of or Redemption Price, if applicable, and interest
due on the Bonds or any portion thereof shall be paid by an Insurer or Insurers or a Credit Bank
or Credit Banks, such Bonds or any portion thereof shall remain Outstanding, shall not be
defeased and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and
any additional security pledged hereunder, and all covenants, agreements and other obligations
of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers or such
Credit Bank or Credit Banks shall be subrogated to the rights of such Bondholders.
{OR446801;3}
40
The Resolution shall not be discharged unless and until all amounts due to the
Insurer(s) have been paid in full or duly provided for.
Section 8.2 General Authority.
The members of the Governing Body and the Issuer's officers, attorneys and other
agents and employees are hereby authorized to do all acts and things required of them by this
Resolution or desirable or consistent with the requirements hereof for the full, punctual and
complete performance of all of the terms, covenants and agreements contained in the Bonds and
this Resolution, and they are hereby authorized to execute and deliver all documents which shall
be required by Bond Counselor the initial purchasers of the Bonds to effectuate the sale of the
Bonds to said initial purchasers.
Section 8.3 No Personal Liability.
No representation, statement, covenant, warranty, stipulation, obligation or
agreement herein contained, or contained in the Bonds, or in any certificate or other instrument
to be executed on behalf of the Issuer in connection with the issuance of the Bonds, shall be
deemed to be a representation, statement, covenant, warranty, stipulation, obligation or
agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his
or her individual capacity, and none of the foregoing persons nor any officer of the Issuer
executing the Bonds, or any certificate or other instrument to be executed in connection with the
issuance of the Bonds, shall be liable personally thereon or be subject to any personal liability or
accountability by reason of the execution or delivery thereof.
Section 8.4 No Third Party Beneficiaries.
Except such other Persons as may be expressly described herein or in the Bonds,
nothing in this Resolution, or in the Bonds, expressed or implied, is intended or shall be
construed to confer upon any Person other than the Issuer, the Holders and any Insurer any right,
remedy or claim, legal or equitable, under and by reason of this Resolution or any provision
hereof, or of the Bonds, all provisions hereof and thereof being intended to be and being for the
sole and exclusive benefit of the Issuer, the Persons who shall from time to time be the Holders
and any Insurer.
Section 8.5 Sale of Bonds.
The Bonds shall be issued and sold at public or private sale at one time or in
installments from time to time and at such price or prices as shall be consistent with the
provisions of the Act, the requirements of this Resolution and other applicable provisions of law.
Section 8.6 Intent to Reimburse.
The Issuer hereby expresses its present intention to be reimbursed from proceeds
of a future tax-exempt financing for capital expenditures to be paid by the Issuer in connection
with the subsequent issuance of the Bonds for the purpose of financing the Cost of the Project.
Pending reimbursement, the Issuer expects to use funds on deposit in the Issuer General Fund or
other appropriate fund or account to pay such costs including but not limited to capital
{OR446801 ;3}
41
expenditures and other costs associated with the issuance of the Bonds. It is reasonably expected
that the amount of Bonds to be issued by the City with respect to the I Project will not exceed
$3,400,000. This Resolution is intended to constitute a "declaration of official intent" within the
meaning of Section 1.150-2 of the Income Tax Regulations with respect to the Bonds to be
issued to finance the Cost of the Initial Project.
Section 8.7 Preliminary Official Statement.
The Issuer hereby authorizes the distribution of a preliminary official statement
for the purpose of marketing the Bonds and delegates to the Finance Director the authority to
deem such Preliminary Official Statement "final" except for "permitted omissions" within the
contemplation of Rule 15c2-12 of the Securities and Exchange Commission. The form of such
preliminary official statement shall be approved by Supplemental Resolution.
Section 8.8 Severability ofInvalid Provisions.
If anyone or more of the covenants, agreements or provisions of this Resolution
shall 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 separable from the remaining covenants, agreements and provisions of this Resolution
and shall in no way affect the validity of any of the other covenants, agreements or provisions
hereof or of the Bonds issued hereunder.
Section 8.9 Repeal of Inconsistent Resolutions.
All resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
Section 8.10 Table of Contents and Headings not Part Hereof.
The Table of Contents preceding the body of this Resolution and the headings
preceding the several articles and sections hereof shall be solely for convenience of reference and
shall not constitute a part of this Resolution or affect its meaning, construction or effect.
Section 8.11 Effective Date.
This Resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 10th day of December, 2001.
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
ATTEST:
Paul P. Partyka, Mayor
City of Winter Springs, Florida
{OR446801 ;3}
42
Andrea Lorenzo Luaces, City Clerk
City of Winter Springs, Florida
Approved as to form:
City Attorney
{OR446801 ;3}
43
EXHIBIT A
Insurance Commitment
{OR446801 ;3}
44
1"
{OR453188;2}
RESOLUTION NO. 2001-48
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA, PROVIDING FOR THE ACQUISITION OF
APPROXIMA TEL Y 27 ACRES OF LAND TO EXPAND
CENTRAL WINDS PARK AND TO CONSTRUCT SOCCER,
FOOTBALL, BASEBALL AND OTHER RECREATIONAL
FACILITIES IN THE CITY; AUTHORIZING THE ISSUANCE
BY THE CITY OF NOT EXCEEDING $3,400,000 IN
AGGREGA TE PRINCIPAL AMOUNT OF LIMITED
GENERAL OBLIGA TION BONDS, SERIES 2002, TO
FINANCE THE COST OF SUCH PROJECT AND PAY THE
COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING TO
SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON SUCH BONDS THE MONEYS RECEIVED BY
THE CITY FROM AN ANNUAL AD VALOREM TAX NOT
EXCEEDING ONE-QUARTER OF ONE MILL ON ALL
TAXABLE PROPERTY WITHIN THE CITY, ALL MONEYS
ON DEPOSIT IN AND INVESTMENTS HELD FOR THE
CREDIT OF CERT AIN FUNDS CREA TED HEREUNDER
AND THE EARNINGS ON SUCH INVESTMENTS; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDERS' OF SUCH BONDS;
ACCEPTING THE INSURER'S COMMITMENT RELATING
TO A BOND INSURANCE POLICY WITH RESPECT TO
SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE.
.,
Section 1.1
Section 1.2
Section 1.3
Section 1.4
Section 1.5
Section 1.6
TABLE OF CONTENTS
PAGE
ARTICLE 1 GENERAL
Definitions. .................................................................................. 1
Authority for Resolution. ................................................................. 8
Resolution to Constitute Contract........................................................ 8
Findings. ..................................................................................... 8
Authorization of Project. .... . ....... ........ . . ......... . ... .... . . . . . . ..... . . ..... ... ......8
Acceptance of Insurance Commitments. ...............................................8
ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF
BONDS
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Section 2.6
Section 2.7
Section 2.8
Section 2.9
Section 3. 1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Authorization of Bonds. ................................................................... 9
Authorization and Description of Bonds................................................ 9
Application of Bond Proceeds. ...................... ........ ... . . .......... ............ 11
Execution of Bonds. ...................................................... ............... 12
Authentication. ............................................................................ 12
Tern po rary Bo nds .. . . . .. . . . . .. . . . .. . .. .. . .. .. . . . . . . . .. . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . . . ... 12
Bonds Mutilated, Destroyed, Stolen or 'Lost. ...... ....... .... .......;............... 13
Interchangeability, Negotiability and Transfer. ..................................... 13
Form of Bonds. .............................................. ........ ................. .... 14
ARTICLE 3 REDEMPTION OF BONDS
Pri vilege of Redemption. .. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 22
Selection of Bonds to be Redeemed. .................................................. 22
Notice of Redemption.. ..... ........ ........... .................................... ......22
Redemption of Portions of Bonds. .......... ............................. .............23
Payment of Redeemed Bonds......................... .......... ........................24
ARTICLE 4 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
(OR453188:2}
Bonds not to be Indebtedness of Issuer. .............................................. 24
Security for Bonds...................................... . . . . .. . . . . . . . :. . .. .. . .. .. . . . . .. ... 25
Construction Fund. ..... ..... ........ .......... .......................... .... ... ..... .....25
Funds and Accounts. ........ ........... ..................................................26
Flow of Funds... ..... ... ......................... .........................................26
Rebate Fund. ............. ..... ....................................................... .....27
Investments. ............................................................................... 28
Separate Accounts. ................................................::..................... 28
~)
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.6
Section 5.7
Section 5.8
Section 5.9
Section 5. 10
Section 6. 1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 7.1
Section 7.2
Section 7.3
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9
Section 8.10
Section 8. 11
Exhibit A
{OR453188;2}
ARTICLES COVENANTS OF ISSUER
Books and Records. ...;.................................................................. 29
Annual Audit. ..... .......................... ..............................................29
No Impairment. ........ ....... ............................................................ 29
Entitlement to Pledged Ad Valorem Taxes. ......................................... 29
Covenants with Credit Banks and Insurers......................... .................. 29
Federal Income Tax Covenants; Taxable Bonds. ................................... 30
Continuing Disclosure. .................................................................. 30
Municipal Bond Insurance. .......... ......... ..................................... ..... 30
Additional Assurances. ....... ... ..... ......... ............................ .............. 33
ARTICLE 6 DEFAULTS AND REMEDIES
Events of Default. ........................................................................ 33
Remedies.....; .... ............ ............................... .................. ........ ....33
Directions to Trustee as to Remedial Proceedings. .................................34
Remedies Cumulative.. ........ ........... ..... ........ ... .......... ......... ....... .....34
W ai ver of Default. ....................................................................... 34
Application of Moneys After Default. ................................................ 35
Control by Insurer or Credit Banle ................................................... 36
ARTICLE 7 SUPPLEMENTAL RESOLUTIONS
Supplemental Resolution Without Bondholders' Consent. ........................ 36
Supplemental . Resolution With Bondholders', Insurer's and Credit Bank's
Consent. .................................................................................... 37
Amendment with Consent of Insurer and/or Credit Bank Only. ................. 39
ARTICLE 8 MISCELLANEOUS
Defeasance. ........................................................... ..................... 39
General Authority. ....................................................................... 41
No Personal Liability. ....................... ............................................41
No Third Party Beneficiaries. ............................... .. .. .. .. .. .. .. .. . .. .. .. .... 41
Sale of Bonds... ....... ...... ............. ........:. ...... .................................42
Intent to Reimburse. .. ... ... ............ ....................... ........ ..................42
Preliminary Official Statement. ............................... ......................... 42
Severability of Invalid Provisions. .................................................... 42
Repeal of Inconsistent Resolutions. ................................................... 42
Table of Contents and Headings not Part Hereof. .................................. 43
Effective Date. ........ ................. ...................................................43
Insurance Commitment
11
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BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA AS FOLLOWS:
ARTICLE I
GENERAL
Section 1.1 Definitions.
When used in this Resolution, the following terms shall have the following
meanings, unless the context clearly otherwise requires:
"Act" shall mean Chapter 166, Part II, as amended, the Charter of the Issuer,
Section 12, Article VII of the Florida Constitution, and other applicable provisions of law.
"Ad Valorem Taxes: shall mean the limited direct annual tax levied on all
taxable property within the Issuer as provided Section 4.1 of this Resolution.
"Additional Bonds" shall mean the obligations issued at any time under the
provisions of Section 5.5 hereof on a parity with the Bonds.
"Amortization Installment" shall mean the amount designated and established as
an Amortization Installment with respect to any Term Bonds by Supplemental Resolution.
"Annual Audit" shall mean the annual audit prepared pursuant to the
requirements of Section 5.2 hereof.
"Annual Debt Service" shall mean, at any time, the aggregate amount in the
then current Fiscal Year of (I) interest required to be paid on the Outstanding Bonds during
such Fiscal Year, except, to the extent, that such interest is to be paid from deposits in the
Debt Service Fund made from Bond proceeds, (2) principal of Outstanding Serial Bonds
maturing in such Fiscal Year, and (3) the Amortization Installments coming due in such Fiscal
Year.
"Authorized Depository" shall mean the State Board of Administration of
Florida or a bank or trust company which is eligible under the laws of the State to receive
funds of the Issuer.
"Authorized Investments" shall mean any of the following which shall be
authorized from time to time by applicable laws of the State for deposit or purchase by the
Issuer for the investment of proceeds of the Bonds and the Pledged Funds:
(1) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Securities - "SLGS")
(OR453188;2}
(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
REFCORP 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
U.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. U.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
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
Units of Participation in the Local Government Surplus Funds Trust Fund
established pursuant to Part IV, Chapter 218, Florida Statutes.
{OR453188;2}
2
"Authorized Issuer Officer" shall mean for the performance on the behalf of the
Issuer of any act of the Issuer or the execution of any instrument on behalf of the Issuer shall
mean any person authorized by resolution or certificate. of the Issuer to perform such act or
sign such document.
"Bond Counsel" shall mean Akerman, Senterfitt & Eidson, P.A. and any other
attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to
the federal tax exemption of interest on obligations issued by states and political subdivisions,
and duly admitted to practice law before the hi~hest court of any state of the United States of
America.
"Bond Insurance Policy" shall mean the insurance policy or policies issued by
an Insurer guaranteeing the scheduled payment of the principal of and interest on any portion
of the Bonds when due.
"Bond Referendum Election" shall mean the Bond referendum election of the
qualified electors residing in the City of Winter Springs, Florida held on September 4, 2001 at
which the qualified electors voting in the Bond Referendum Election approved the issuance of
not exceeding $3,400,000.00 of Bonds payable from ad valorem taxes levied at a rate not to
exceed one quarter (114) of one mill (.25 mill) on all taxable property in the City of Winter
Springs to acquire and construct the Project.
"Bond Year" shall mean the annual period commencing each year on the day
after the day of the year on which the Bonds mature, whether or not Bonds of such Series
mature in every year or in the Bond Year under consideration (except that the first Bond Year
shall commence on the date of issuance of the Bonds), and ending on the next succeeding day
of the year which shall be such day of the year on which the Bonds mature. Each Bond Year
shall be designated with the number of the calendar year iil which such Bond Year ends.
"Bondholder" or "Holder" or "holder" shall mean any Person who shall be the
registered owner of any Outstanding Bond or Bonds according to the registration books of the
Issuer.
"Bonds" shall mean the Limited General Obligation Bonds, Series 2002
authorized pursuant to this Resolution.
"Book Entry Form" or "Book Entry System" means, with respect to the Bonds,
a form or system, as applicable, under which (1) the ownership of beneficial interests 'in Bonds
and debt service payments on Bonds may be transferred only through a book entry system and
(2) physical Bond certificates in fully registered form are registered only in the name of a
Depository or its nominee as Holder, with the physical Bond certificates "immobilized" in the
custody of the Depository.
"Clerk" shall mean the City Clerk of the Issuer or such other person as may be
duly authorized by the Issuer to act on his or her behalf.
{OR453188;2}
3
"Code" shall mean the United States Internal Revenue Code of 1986, as the
same may be amended from time to time, and the regulations thereunder, whether proposed,
temporary or final, promulgated by the Department of the Treasury, Internal Revenue Service,
and all other promulgations of said service pertaining thereto.
"Construction Fund" shall mean the Construction Fund established pursuant to
Section 4.3 hereof.
"Continuing Disclosure Certificate" shall mean that certain certificate related to
the Bonds to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the
underwriter or underwriters, as it may be amended from time to time in accordance with the
terms thereof, whereby the Issuer undertakes to comply with the secondary disclosure
requirements of the Rule.
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost
of physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs
of land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the
cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all
interest due to be paid on the Bonds and other obligations relating to the Project during the
construction period of such Project and for a reasonable period thereafter; (6) engineering,
legal and other consultant fees and expenses; (7) costs and expenses incidental to the issuance
of the Bonds including bond insurance premium, rating agency fees and the fees and expenses
of any auditors, Paying Agent, Registrar, Credit Bank or Depository; (8) payments, when due
(whether at the maturity of principal or the due date of interest or upon redemption) on any
indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of
machinery or equipment ~equired by the Issuer for the commencement of operation of such
Project; and (10) any other costs properly attributable to the issuance of the Bonds, and such
construction or acquisition, as determined by generally accepted accounting principles and may
include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer.
Any Supplemental Resolution may provide for additional items to be included in the aforesaid
Costs.
"Credit Bank" shall mean as to the Bonds, the Person (other than an Insurer)
providing a letter of credit, a line of credit or another credit or liquidity enhancement facility,
as designated in the Supplemental Resolution providing for the issuance of such Bonds.
"Credit Facility" shall mean as to the Bonds, a letter of credit, a line of.credit or
another credit or liquidity enhancement facility (other than an insurance policy issued by an
Insurer), as approved in the Supplemental Resolution providing for the issuance of such Bonds.
"Debt Service Fund" shall mean the Debt Service Fund established pursuant to
Section 4.4 hereof.
"Debt Service Requirement" for any Bond Year shall mean the sum of:
{OR453188;2}
4
(1) The aggregate amount required to pay the interest becoming due on the
Bonds, during such Bond Year, except to the extent that such interest shall have been provided
by payments into the Debt Service Fund out of Bond proceeds or other sources for a specified
period of time.
(2) The aggregate amount required to pay the principal becoming due on the
Bonds, for such Bond Year. For purposes of this definition: (a) the stated maturity date of
any Term Bonds shall be disregarded and the principal of such Term Bonds shall be deemed to
be due in the Bond Years and in the amounts of the Amortization Installments applicable to
such Term Bonds; and (b) the principal amount of any single maturity of Term Bonds for
which the Issuer shall have established no Amortization Installments shall be deemed to be due
in the Bond Years and in such amounts as shall provide for the amortization of such principal
amount over a term equal to the number of years such Term Bonds shall be Outstanding to
such maturity and in equal annual installments of combined principal and interest; provided,
however, that if the Issuer has employed a Credit Facility in connection with any such Term
Bonds having no Amortization Installments the amortization of such Term Bonds shall be
deemed to correspond to the applicable terms of such Credit Facility.
"Depository" means any securities depository that is a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934,
operating and maintaining, with its participants or otherwise, a Book Entry System to record
ownership of beneficial interests in Bonds, and to effect transfers of Bonds, in Book Entry
Form, and includes and means initially The Depository Trust Company (a limited purpose trust
company), New York, New York.
"Federal Securities" shall mean
(1) U.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; and
(3) Resolution Refunding Corp. (REFCORP) Only the interest component of
REFCORP strips which have been' stripped by request to the Federal
Reserve Bank of New York in book entry form are acceptable.,
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Governing Body" shall mean the City Commission of the Issuer or its
successor in function.
{OR453188;2}
5
"Insurer" or "Bond Insurer" shall mean MBIA Insurance Corporation and any
such Person as shall be in the business of insuring or guaranteeing the payment of principal of
and interest on municipal securities. .
"Interest Date" shall mean January 1 and July I of each year.
"Issuer" shall mean the City of Winter Springs, Florida.
"Maximum Debt Service Requirement" shall mean, as of any particular date of
calculation, the greatest annual Debt Service Requirement for the Bonds for the then current or
any future Fiscal Year.
"Mayor" shall mean the Mayor of the Issuer or such other person as may be
duly authorized by the Issuer to act on his or her behalf
"Moody's Investors Service" or "Moody's" shall mean Moody's Investors
Service, Inc., the nationally recognized securities rating firm, and any successor or successors
thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform
securities rating functions, shall mean any other nationally recognized securities rating firm
designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable.
"Outstanding" shall mean all Bonds theretofore and thereupon being
authenticated and delivered, except (1) any Bond in lieu of which another Bond or other Bonds
have been issued under an agreement to replace iost, mutilated or destroyed Bonds, (2) any
Bond surrendered by the Holder thereof in exchange for another Bond or other Bonds under
Section 2.6 and Section 2.8 hereof, (3) Bonds deemed to have been paid pursuant to
Section 8.1 hereof; and (4) Bonds. cancelled after. purchase.in the open market..or. because - of
payment at or redemption prior to maturity.
"Paying Agent" shall mean any paying agent for the Bonds appointed by or
pursuant to Supplemental Resolution and its successors or assigns, and any other Person which
may at any time be substituted in its place pursuant to Supplemental Resolution.
"Person" shall mean an individual, a corporation, a partnership, an association,
a joint stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean the Ad Valorem Taxes and, until applied in
accordance with the provisions of this Resolution, the proceeds of the Bonds and all, moneys,
including investments thereof, in the Debt Service Fund.
"Project" shall mean the acquisition of approximately 27 acres of land adjacent
to Central Winds Park and the construction of soccer, football, baseball and other recreational
facilities all as approved in the Bond Referendum Election.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.4
hereof
{OR453188;2}
6
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or Supplemental Resolution.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to
Supplemental Resolution and its successors and assigns, and any other Person which may at
any time be substituted in its place pursuant to Supplemental Resolution.
"Resolution" and "this Resolution" shall mean this instrument, as the same may
from time to time be amended, modified or supplemented by any and all Supplemental
Resolutions.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange
Commission, as amended.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a
simultaneous transaction and identified pursuant to Section 2.1 and Section 2.2 hereof or in a
Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate
Series, regardless of variations in maturity, interest rate, Amortization Installments or other
prOVIsIons.
"Standard & Poor's" or "S&P" shall mean Standard & Poor's, a division of The
McGraw-Hill Companies, the nationally recognized securities rating firm, and any successor
and successors thereto; and if such corporation shall be dissolved or liquidated or shall no
longer perform securities rating functions, shall mean any other nationally recognized
securities rating firm designated by the Issuer and approved by the Insurer and/or the Credit
. Bank, as applicable.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution, adopted and becoming effective prior to the issuance of the
Bonds or in accordance with the terms of Section 7.1, Section 7.2 and Section 7.3 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby or by Supplemental Resolution and which are subject to mandatory redemption by
Amortization Installments.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of
this Resolution.
Words importing the singular number include the plural number, and vice versa.
{OR453188;2}
7
Section 1.2 Authority for Resolution.
This Resolution is adopted pursuant to the provisions of the Act.
Section 1.3 Resolution to Constitute Contract.
Inconsideration of the purchase and acceptance of any or all of the Bonds by
those who shall hold the same from time to time, the provisions of this Resolution shall be
deemed to be and shall constitute a contract between the Issuer and the Holders from time to
time of the Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any
Insurer. The pledge made in this Resolution and the provisions, covenants and agreements
herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit,
protection and security of the Holders of any and all of the Bonds and for the benefit,
protection and security of any Credit Bank and any Insurer. All of the Bonds, regardless of
the time or times of their issuance or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof except as expressly provided
in or pursuant to this Resolution.
Section 1.4 Findings.
It is hereby ascertained, determined and declared as follows:
(A) The Issuer deems it necessary, desirable and in the best interests of the
Issuer that the Project be acquired and constructed. The Cost of the Project shall be financed
with the proceeds of the Bonds.
(B) That the Ad Valorem Taxes pledged under this Resolution are not
encumbered in any manner.
(C) That it is deemed necessary and desirable to pledge a tax not to exceed
one quarter of one mill on all taxable property within the Issuer to the payment of the principal
of, redemption premium, if ~ny, and interest on the Bonds.
(D) The Issuer has received from the Bond Insurer its commitment to provide
a Bond Insurance Policy with respect to the Bonds, copies a copy of which commitment are is
attached hereto as Exhibit A; and it is in the best financial interest of the Issuer that the Issuer
accept said commitment.
Section 1.5 Authorization of Project.
The acquisition and construction of the Project in the manner herein provided is
hereby authorized.
Section 1.6 Acceptance of Insurance Commitments.
The Issuer hereby accepts the Bond Insurer's commitment to provide a Bond
Insurance Policy with respect to the Bonds.
{OR453188;2}
8
ARTICLE 2
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
Section 2.1 Authorization of Bonds.
The Issuer hereby authorizes the issuance of Bonds of the Issuer to be
designated as "City of Winter Springs, Florida, Limited General Obligation Bonds Series
2002" . The aggregate principal amount of the Bonds which may be executed and delivered
under this Resolution is limited to $3,400,000 except as otherwise might be permitted by
applicable law in accordance with any refunding.
The Bonds may, if and when authorized by the Issuer pursuant to this
Resolution, be issued in one or more Series, with such further appropriate particular
designations added to or incorporated in such title for the Bonds of any particular Series as the
Issuer may determine and as may be necessary to distinguish such Bonds from the Bonds of
any other Series. Each Bond shall bear upon its face the designation so determined for the
Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at
such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in
lawful money of the United States of America on such dates; all as determined by this
Resolution or by Supplemental Resolution.
The Bonds shall be issued in such denomination or denominations and such
form, whether coupon or registered; shall be dated such date or dates; shall bear such
numbers; shall be payable at such place or places; shall contain such redemption provisions;
shall have such Paying Agent and Registrar; shall mature in such years and amounts; and the
proceeds shall be used in such manner all as determined by this Resolution or by Supplemental
Resolution. The Bonds may be secured by a Credit Facility or by a Bond Insurance Policy all
as shall be determined by this Resolution or by Supplemental Resolution.
Section 2.2 Authorization and Description of Bonds.
A Series of Bonds entitled to the benefit, protection and security of this
Resolution is hereby authorized to be issued in an aggregate principal amount not to exceed
$3,400,000 for the principal purpose of financing the cost of acquiring and constructing the
Project and paying certain costs of issuance incurred with respect to such Bonds.
The Bonds shall be dated as of the first day of the month in which occurs the
delivery of the Bonds to the purchaser or purchasers thereof or such other date as may be set
forth by Supplemental Resolution; shall be issued as fully registered Bonds in denominations of
$5,000 or integral multiples thereof or such other denominations as shall be set forth in a
Supplemental Resolution; and shalt" be numbered consecutively from one upward in order of
maturity preceded by the letter "R;" and shall bear interest at a rate or rates not exceeding the
{OR453188;2}
9
maximum rate permitted by law (calculated on the basis of a 360-day year of twelve 30-day
months), payable in such manner and on such dates; shall consist of such amounts of Serial
Bonds and/or Term Bonds, maturing in such amounts and in such years; shall have such
Paying Agent and Registrar; and shall contain such redemption provisions; all as the Issuer
shall hereafter provide by Supplemental Resolution.
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The principal of, Redemption Price, if applicable, on the Bonds is payable upon
presentation and surrender of the Bonds at the office of the Paying Agent. Interest payable on
any Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder
in whose name such Bond shall be registered at the close of business on the date which shall be
the fifteenth day (whether or not a business day) of the calendar month next preceding such
Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the
Paying Agent, and at the request and expense of. such Holder, by bank wire transfer for the
account of such Holder. In the event the interest payable on any Bond is not punctually paid or
duly provided for by the Issuer on such Interest Date, such defaulted interest will be paid to the
Holder in whose name such 'Bond shall be registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice to such Holder,
not less than ten (10) days preceding such special record date. All payments of principal of or
Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
A Depository may act as securities depository for the Bonds. The ownership of
one fully-registered, certificated Bond for each maturity, each in the aggregate principal
amount of such maturity, may be registered in the name of a Depository or its nominee.
The Bonds in a Book Entry' System registered in the nahle of a Depository or its.
nominee shall be payable in lawful money of the United States of America in immediately
available funds (i) in the case of principal of and any premium on such Bonds, delivered or
transmitted to the Depository or its authorized representative when due, and (ii) in the case of
interest on the Bonds, delivered or transmitted on any date interest is due to the Depository or
nominee that was the Holder of that Bond (or one or more predecessor Bonds) at the close of
business on the record date applicable to that Interest Date.
The Issuer will recognize the Depository or its nominee as the Holder for all
purposes, including notices. Conveyance of notices and other communications by the
Depository to participants, by participants to indirect participants, and by particip~ts and
indirect participants to beneficial owners will be governed by arrangements amOlig them,
subject to any statutory and regulatory requirements as may be in effect from time to time.
In the event that (i) the Depository determines to discontinue providing its
service with respect to the Bonds by giving written notice to the Issuer and discharging its
responsibilities with respect thereto under applicable law, and the Issuer fails to appoint a
successor Depository for the Bonds, or (ii) the Issuer determines to discontinue the Book Entry
System through a Depository, then Bond certificates are required to be delivered as described
{OR453188;2}
10
in the Bonds. The purchasers of beneficial ownership interests in the Bonds (the "Beneficial
Owners"), upon registration of certificates held in the Beneficial Owner's name, will become
the registered owner of the Bonds.
Neither the Issuer, the Registrar nor the Paying Agent will have any
responsibility or obligation to any Beneficial Owner or any other person with respect to (i) the
accuracy of any records maintained by the Depository or any persons participating by or
through the Depository; (ii) the payment by the Depository or any persons participating by or
through the Depository of any amount with respect to the principal or Redemption Price, if
applicable, or interest on the Bonds; (iii) any notice which is permitted or required to be given
to Holders pursuant to this Resolution; (iv) the selection by the Depository or any persons
participating by or through the Depository of any person to receive payment in the event of a
partial redemption of the Bonds; or (v) any consent given or other action taken by the
Depository as Holder.
Section 2.3 Application of Bond Proceeds.
Except as otherwise provided by Supplemental Resolution, the proceeds derived
from the sale of the Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Bonds to the purchaser or purchasers thereof, be
applied by the Issuer as follows:
(A) Accrued interest shall be deposited in the Debt Service Fund.
(B) The Issuer covenants and agrees to establish a separate account with an
Authorized Depository to be known as the "City of Winter Springs Limited General Obligation
Bonds, Series 2002, Costs of Issuance Account" (the "Costs of Issuance Account"),- which
shall be used only for the payment of costs and expenses described in this subsection. A sum
sufficient to pay costs and expenses in connection with the preparation, issuance and sale of the
Bonds, including fees of financial advisors, engineering and other consulting fees, legal fees,
bond insurance premiums, printing fees, rating agency fees and other similar C'osts shall. be
deposited to the credit of the Costs of Issuance Account, and all such costs and expenses shall
be promptly paid by the Issuer to the persons respectively entitled to receive the same: When
all moneys on deposit to the credit of the Costs of Issuance Account shall have been disbursed
by the Issuer for the payment of such costs and expenses, the Costs of Issuance Account shall
be closed; provided, however, that if any balance sha-ll remain in the Costs of Issuance
Account six months after issuance of the Bonds, such moneys shall be transferred by .the Issuer
to the Construction Fund and the Costs of Issuance Account shall be closed. After the Costs of
Issuance Account shall be closed, the Issuer may pay from the Construction Fund any unpaid
issuance expenses.
(C) The balance of the Bond proceeds shall be deposited in the Construction
Fund.
{OR453188;2}
11
Section 2.4 Execution of Bonds.
The Bonds shall be executed in the name of the Issuer with the manual or
facsimile signature of the Mayor and the official seal of the Issuer shall be imprinted thereon,
attested and countersigned with the manual or facsimile signature of the Clerk. In case any
one or more of the officers who shall have signed or sealed any of the Bonds or whose
facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the
Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless
be sold and delivered as herein provided and may be issued as if the person who signed or
sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on
behalf of the Issuer by such person who at the actual time of the execution of such Bond shall
hold the proper office of the Issuer, although 'at the date of such Bond such person may not
have held such office or may not have been so authorized. The Issuer may adopt and use for
such purposes the facsimile signatures of any such persons who shall have held such offices at
any time after the date of the adoption of this Resolution, notwithstanding that either or both
shall have' ceased to hold such office at the time the Bonds shall be actually sold and delivered.
Section 2.5 Authentication.
No Bond of any Series shall be secured hereunder or entitled to the benefit
hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed
on such Bond a certificate of authentication by the Registrar or such other entity as may be
approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered under this Resolution. The
form of such certificate shall be substantially in the form provided in Section 2.9 hereof.
Section 2.6 Temporary Bonds......... ... .
Until the definitive Bonds of any Series are prepared, the Issuer may execute, in
the same manner as is provided in Section 2.4, and deliver, upon authentication by the
Registrar pursuant to Section 2.5 hereof, in lieu of definitive Bonds, but subject to the same
provisions, limitations and conditions as the defmitive Bonds, except as to the denominations
thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu
of which such temporary Bond or Bonds are issued, in denominations authorized by the Mayor
and the Clerk, such authorization to be evidenced conclusively by their execution of such
temporary Bond or Bonds, and with such omissions, insertions and variations as may be
appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute
definitive Bonds, which shall be authenticated by the Registrar. Upon the surrendef of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall
deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and
Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds
issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another
temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the
Registrar.
{OR453188;2}
12
Section 2.7 Bonds Mutilated, Destroyed, Stolen or Lost.
In case any Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or
in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder
furnishing the Issuer and the Registrar proof of such Holder's ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as
the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the
Registrar may incur. All Bonds so surrendered or otherwise substituted shall be cancelled by
the Registrar. Ifany of the Bonds shall have matured or be about to mature, instead of issuing
a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being
indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate Bonds issued pursuant to this Section 2.7 shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost,
stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be
entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the
same extent as all other Bonds issued hereunder and shall be entitled to the same benefits and
security as the Bond so lost, stolen or destroyed.
Section 2.8 Interchangeability, Negotiability and Transfer.
Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such
Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same Series and
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the laws of the State of Florida, subject to the
provisions for registration and transfer contained in this Resolution and in the Bonds. So long
as any of the Bonds shall remain Outstanding, the Issuer shall cause to be maintained and kept,
at the office of the Registrar, books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office
of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder
thereof in person or by such Holder's attorney duly authorized in writing upon surrender
thereof together with a written instrument of transfer satisfactory to the Registrar duly executed
and guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of
any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the
transferee a new Bond or Bonds .of the same aggregate principal amount and Series and
maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary
{OR453188;2}
13
of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be
registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of, or on account of, the
principal or Redemption- Price, if applicable, and interest on such Bond and for all other
purposes, and all such payments so made to any such Holder or upon such Holder's order shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the
sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other
fiduciary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to
any Series of Bonds, shall forthwith (a) following the fifteenth day prior to an Interest Date for
such Series, (b) following the fifteenth day next preceding the date of first mailing of notice of
redemption of any Bonds of such Series, and (c) at any other time as reasonably requested by
the Paying Agent of such Series, certify and furnish to such Paying Agent the names, addresses
and holdings of Bondholders and any other relevant information reflected in the registration
books.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds
in accordance with the provisions of this Resolution. Execution of Bonds by the Mayor and
the Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of
the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in
any such exchanges or transfers shall be cancelled by the Registrar. For every such exchange
or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it
for any tax, fee, expense or other governmental charge required to be paid with respect to such
exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such
exchange or transfer of Bonds of any Series during the fifteen (15) days next preceding an
Interest Date on the Bonds of such Series or, in the case of any proposed redemption of Bonds,
during the fifteen (15) days next preceding the redemption date established for such Bonds.
The Issuer may elect to issue any Bonds as uncertificated registered public
obligations (not represented by instruments), commonly known as book-entry obligations,
provided it shall establish a system of registration therefor by this Resolution or Supplemental
Resolution.
Section 2.9 Form of Bonds.
The Bonds shall be in substantially the following form with such orilissions,
insertions and variations as may be necessary and/or desirable and approved by the Mayor or
the Clerk 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
thereof) :
No. R-
$
{OR453188;2}
14
UNITED STATES OF AMERICA
STATE OF FLORIDA
county of SEMINOLE
city of WINTER SPRINGS
limited general obligation bond, SERIES 2002
INTEREST RATE MA TURITY DATE
DATED DATE
CUSIP:
%
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Winter Springs, a
municipality created and existing under and by virtue of the laws of the State of Florida (the
"Issuer"), for value received, hereby promises to pay, solely from the sources of payment
hereinafter described, to the Registered Holder identified above, or registered assigns as
hereinafter provided, the Principal Amount identified above on the Maturity Date identified
above and interest (calculated on the basis of a 360-day year of twelve 30-day months) on such
Principal Amount from the Dated Date identified above or from the most recent interest
payment date to which interest has been paid, at the Interest Rate per annum identified above
on January 1 and July 1 of each year commencing July 1, 2002 until such Principal Amount
shall have been paid or provided for, except as the provisions hereinafter set forth with respect
to redemption prior to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium, if any, on this bond are
payable in any coin or currency of the United States of America which, on the respective dates
of payment thereof, shall be legal tender for the payment of public and private debts. Such
Principal Amount and the premium, if any, on this bond, are payable, upon presentation and
surrender hereof, at the office of
, as paying agent, or such other paying agent as
the Issuer shall hereafter duly appoint (the "Paying Agent"). Payment of each installment of
interest shall be made to the person in whose name this bond shall be registered on the
registration books of the Issuer maintained by
, as registrar, or such other registrar as the Issuer
shall hereafter duly appoint (the "Registrar"), at the close of business on the date which shall
be the fifteenth day (whether or not a business day) of the calendar month next preceding each
interest payment date and shall be paid by a check or draft of the Paying Agent mailed to such
Registered Holder at the address appearing on such registration books or, at the option of the
Paying Agent, and at the request and expense of such Registered Holder, by bank wire transfer
for the account of such Holder. In the event interest payable on this bond is not punctually
paid or duly provided for by the Issuer on such interest payment date, payment of each
{OR453188;2}
15
"
installment of such defaulted interest shall be made to the person in whose name this bond shall
be registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice to such Registered Holder, not less than ten (10) days
preceding such special record date.
This bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the Registrar.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this
bond and has caused the same to be executed by the manual or facsimile signature of its Mayor
and attested and countersigned by the manual or facsimile signature of its City Clerk and its
official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the day
of
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
By:
Mayor
A TTESTED AND COUNTERSIGNED:
City Clerk
{OR453188;2}
16
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Signatory
(Provisions on Reverse Side of Bond)
This bond is one of an authorized issue of bonds of the Issuer in the aggregate
principal amount of $ (the "Bonds") of like date, tenor and effect, except as to
maturity date, interest rate, denomination and number, issued to finance the cost of the
acquisition of approximately 27 acres of land adjacent to Central Winds Park and to construct
soccer, football, baseball and other recreational facilities, in and for the Issuer, under the
authority of and in full compliance with the Constitution and laws of the State of Florida,
particularly Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, Section 12,
Article VII of the Florida Constitution, and other applicable provisions of law (the "Act"), and
a resolution duly adopted by the City Conunission of the Issuer on December 10, 2001, as
supplemented (the "Resolution"), and is subject to all the terms and conditions of the
Resolution.
In accordance with the terms of the Resolution, the Issuer has made a limited
pledge of its faith, credit and taxing power for the full and prompt payment of the principal of,
redemption premium, if any, and interest on the Bonds. A direct annual tax shall be levied,
not in excess of an amount which equals or is less than one quarter (1/4) of one mill, upon all
taxable property of the Issuer to make such payments. Provision shall be included and made in
the annual budget and tax levy for the levy of such taxes, which tax shall be le~ied and
collected at the same time, and in the same manner, as other ad valorem taxes of the Issuer are
assessed, levied and collected.
Neither the members of the City Commission of the Issuer nor any person
executing this bond shall be liable personally hereon or be subject to any personal liability or
accountability by reason of the issuance hereof.
, shall not be subject to
, or thereafter may be
The Bonds maturing prior to
redemption prior to maturity. The Bonds maturing on
{OR453188;2}
17
~.-:.
redeemed prior to their respective maturities at the option of the Issuer, as a whole or in part
on , or on any date thereafter, if in part, from such maturity or
maturities as the Issuer shall designate and by lot within a maturity, at the following
redemption prices (expressed as a percentage of the principal amount of the Bonds to be
redeemed) plus accrued interest to the redemption date, if redeemed during the following
periods:
Redemption Period
(both dates inclusive)
Redemption
Price
through
through
and thereafter
%
The Bonds maturing , are subject to mandatory redemption
in part prior to maturity by lot at a redemption price equal to the principal amount thereof,
without premium, plus accrued interest to the redemption date, beginning on
, and on each thereafter in the years and in the principal
amounts corresponding to. the Amortization Installments (as defined in the Resolution) as
follows:
Year
Amortization
Installments
$
(maturity)
Notice of redemption, unless waived, is to be given by the Registrar by mailing
an official redemption notice by first class mail, postage prepaid, at least 30 days prior to the
date fixed for redemption to the registered holders of the Bonds to be redeemed at such
holders I addresses shown on the registration books maintained by the Registrar or at such other
addresses as shall be furnished in writing by such registered holders to the Registrar; provided,
however, that no defect in any such notice to any registered holder of Bonds to be redeemed
nor failure to give such notice to any such registered holder nor failure of any such registered
holder to receive such notice shall in any manner defeat the effectiveness of a call for
redemption as to all other registered holders of Bonds to be redeemed. Notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds to be redeemed. shall, on the
redemption date,become due and payable at the redemption price therein specified, and from
and after such date (unless the Issuer shall default in the payment of the redemption price) such
Bonds or portions of Bonds shall cease to bear interest.
This bond is and has all the qualities and incidents of a negotiable instrument
under the laws of the State of Flo,rida, but may be transferred only in accordance with the
terms of the Resolution only upon the books of the Issuer kept for that purpose at the office of
the Registrar by the Registered Holder in person or by such Holder's attorney duly authorized
{OR453188;2}
18
in writing, upon the surrender of this bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new bond or bonds in the same aggregate principal
amount shall be issued to the transferee in exchange therefor, and upon the payment of the
charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered
form in the denomination of $5,000 or any integral multiple thereof not exceeding the
aggregate principal amount of the Bonds having the same maturity. The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this bond as the absolute owner
hereof for all purposes, whether or not this bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any
exchange or transfer of any Bonds during the fifteen (15) days next preceding an interest
payment date, or in the case of any proposed redemption of any Bonds, during the fifteen (15)
days next preceding the redemption date established for such Bonds.
The Bonds when issued will be registered initially in the name of Cede & Co.,
as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act
as the initial securities depository for the Bonds. Individual purchases of the Bonds may be
made in book entry form only, and such purchasers will not receive certificates representing
their interests in the Bonds. While the Bonds are registered in the name of a securities
depository (a "Depository") or its nominee the Issuer will recognize the Depository or its
nominee as the Holder of the Bonds for all purposes, including notices. Conveyance of notices
and other communications by the Depository to participants, by participants to indirect
participants, and by participants and indirect participants to beneficial owners will be governed
by arrangements among them, subject to any statutory and regulatory requirements as may be
in effect from time to time.
The Bonds are issuable only as fully-registered bonds and, except as hereinafter
provided, in printed or typewritten form, registered in the name of Cede & Co., as nominee of
DTC, which shall be considered to be the Registered Holder for all purposes of the Resolution,
including without limitation, payment by the Issuer of principal of, premium, if any, and
interest on the Bonds, and receipt of notices and exercise of rights of holders of the Bonds.
There shall be a single Bond issued for each maturity of the Bonds which shall be immobilized
in the custody of DTC with the beneficial owners having no right to receive the Bonds in the
form of physical securities or certificates. Ownership of beneficial interest in the Bonds shall
be shown by book' entry on the system maintained and operated by DTC and its participants,
and transfers of ownership or beneficial interests shall be made only by DTC and its
participants, by book entry, the Issuer having no responsibility therefor. DTC is expected to
maintain records of the positions of participants in the Bonds, and the participants and persons
acting through participants are expected to maintain records of the purchasers of beneficial
interests in the Bonds. The Bonds as such shall not be transferable or exchangeable, except for
transfer to another Depository or to another nominee of a Depository, without further action by
the Issuer.
It is hereby ccrtified and recited that all acts, conditions and things required to
exist, to happen and to be performed preccdent to and in connection with the issuance of this
{OR453188;2}
19
bond, exist, have happened and have been performed, in regular and due form and time as
required by the Constitution and laws of the State of Florida applicable thereto, and that the
issuance of the Bonds does not violate any constitutional or statutory limitations or provisions.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM
as tenants in common
TEN ENT
as tenants by the entireties
JT TEN
as joint tenants with right of survivorship and
not as tenants in common
UNIF TRANS MIN ACT-
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
{OR453188;2}
20
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: Signature(s) must be guaranteed by
an institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program.
{OR453188;2}
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other id~ntifying number of such assignee
must be sl}ppIied.
21
ARTICLE 3
REDEMPTION OF BONDS
Section 3.1 Privilege of Redemption.
The terms of this Article III shall apply to redemption of Bonds.
Section 3.2 Selection of Bonds to be Redeemed.
The Bonds shall be redeemed only in the principal amount of $5,000 each and
integral multiples thereof. The Issuer shall, at least forty (40) days prior to any optional
redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the
Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For
purposes of any optional redemption of less than all of the Outstanding Bonds of a single
maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more
than thirty-five (35) days prior to the redemption date by the Registrar from the Outstanding
Bonds of the maturity or maturities designated by the Issuer by lot and which may provide for
the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and
integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal amount
thereof to be redeemed.
Section 3.3 Notice of Redemption.
Unless waived by any Holder of Bonds to' be redeemed, notice of any
redemption made pursuant to this section shall be given by the Registrar on behalf of the Issuer
by mailing a copy .of an official redemption notice by first class mail, postage prepaid, at least
thirty (30) days prior to the date fixed for redemption to each Holder of Bonds to be redeemed
at the address of such Holder shown on the registration books maintained by the Registrar or at
such other address as shall be furnished in writing by such Holder to the Registrar; provided,
however, that no defect in any notice given pursuant to thi~ section to any Holder of Bonds to
be redeemed nor failure to give such notice shall in any manner defeat the effectiveness of a
call for redemption as to all other Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
(2) the Redemption Price,
{OR453188;2}
22
(3) if less than all outstanding Bonds are to be redeemed, the number (and,
in the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
(4) that on .the redemption date the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price plus accrued interest at the office of the
Paying Agent.
Prior to any redemption date, the Issuer shall deposit with the Paying Agent an
amount of money sufficient to pay the Redemption Price of and accrued interest on all the
Bonds or portions of Bonds which are to be redeemed on that date.
In addition to the foregoing notice, further notice may be given by the Issuer as
set out below, but no defect in said further notice nor any failure to give all or any portion of
such further notice shall in any manner defeat the effectiveness of a call for redemption if
notice thereof is given as above prescribed.
(1) Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (a) the CUSIP numbers of
all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of
interest borne by each Bond being redeemed; (d) the maturity date of each Bond being
redeemed; and (e) any other descriptive information needed to identify accurately the Bonds
being redeemed.
(2) Each further notice of redemption shall be sent at least thirty-five (35)
days before the redemption date by registered or certified mail or overnight delivery service to
any Insurer which shall have insured, or any Credit Bank which shall have provided a Credit
Facility for, any of the Bonds being redeemed and to all registered securities depositories then
in the business of holding substantial amounts of obligations of types similar to the type of
which the Bonds consist and to one or more national information services that disseminate
notices of redemption of obligations such as the Bonds.
Section 3.4 Redemption of Portions of Bonds.
Any Bond which is to be redeemed only in part shall be surrendered at any
place of payment specified in the notice of redemption (with due endorsement by, or written
instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing) and the Issuer shall execute and the
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds, of the same interest rate and maturity, and of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bonds so surrendered.
{OR453188;2}
23
Section 3.5 Payment of Redeemed Bonds.
Official notice of redemption having been given substantially as aforesaid, the
Bonds or portions of Bonds to. be redeemed shall, on the redemption date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds
shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with
said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. Each check or other transfer of funds issued by the
Registrar and/or Paying Agent for the purpose of the payment of the Redemption Price of
Bonds being redeemed shall bear the CUSIP number identifying, by issue and maturity, the
Bonds being redeemed with the proceeds of such check or other transfer. Installments of
interest due on or prior to the redemption date shall be payable as herein provided for payment
of interest. All Bonds which have been redeemed shall be cancelled by the Registrar and shall
not be reissued.
ARTICLE 4
SECURITY, SPECIAL FUNDS AND
APPLICA TION THEREOF
Section 4.1 Pledge of Ad Valorem Taxes.
The faith, credit and taxing power of the Issuer shall be and is hereby pledged
for the full and prompt payment of the principal of, redemption premium, if any, and interest
on the Bonds; provided, that such pledge is a limited obligation of the Issuer which shall not
exceed an amount which equals one quarter (114) of one mill of Ad Valorem Taxes. A direct
annual tax not in excess of an amount which equals one quarter (114) of one mill shall be
levied upon all taxable property within the Issuer to make such payments. Provision shall be
included and made in the annual budget and tax levy for the levy of such Ad Valorem Taxes.
Whenever the Issuer shall, in any year, have irrevocably deposited in the Debt Service Fund
for the Bonds any moneys derived from sources other than the aforementioned property tax,
said property tax may be correspondingly diminished; but any such diminution must leave
available an amount of such taxes, after allowance for anticipated delinquencies in collection,
fully sufficient, with such moneys so deposited from other sources, to assure the prompt
payment of the principal of, redemption premium, if any, and interest on the Bonds falling due
prior to the time that the proceeds of the next annual property tax levy will be available. Such
Ad Valorem Taxes shall be levied and collected at the same time, and in the same manner, as
other ad valorem taxes of the Issuer are assessed, levied and collected. The Issuer hereby
irrevocably pledges such Ad Valorem Taxes to the payment of the Bonds.
The Pledged Funds shall be subject to the lien of this pledge immediately upon
the issuance and delivery of the Bonds, without any physical delivery by the Issuer of the
Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind against the Issuer, in tort, contract or otherwise.
{OR453188;2}
24
Section 4.2 Security for Bonds.
The payment of the principal of or Redemption Price, if applicable, and interest
on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the
Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit
Facility or a Bond Insurance Policy not applicable to anyone or more other Series of Bonds, as
shall be provided by Supplemental Resolution, in addition to the security provided herein. The
Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or
Redemption Price, if applicable, and interest on the Bonds.
Section 4.3 Construction Fund.
The Issuer covenants and agrees to establish a separate fund with an Authorized
Depository to be known as the "City of Winter Springs Limited General Obligation Bonds
Construction Fund," which shall be used for payment of the Cost of the Project. Moneys in
the Construction Fund, until applied in payment of any item of the Cost of a Project in the
manner hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien
and charge in favor of the Bondholders and for the further security of such Holders.
There shall be paid into the Construction Fund the amounts required to be so
paid by the provisions of this Resolution or any Supplemental Resolution, and there may be
paid into the Construction Fund, at the option of the Issuer, any moneys received for or in
connection with a Project by the Issuer from any other source.
The proceeds of insurance maintained pursuant to this Resolution against
physical loss of or damage to a Project, or of contractors I performance bonds with respect
thereto pertaining to the period of construction thereof, shall be deposited into the Construction
Fund.
The Issuer covenants that the acquisition and construction of the Project will be
completed without delay and in accordance with sound engineering practices. The Issuer shall
make disburseme~ts or payments from the Construction Fund to pay the Cost of the Project
upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer
Officer 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, (4) the purpose, by general classification, for which payment is to be made,
and (5) that (A) each obligation, item of 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
(B) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a
reimbursement of a part of the Cost of the Project, 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
Clerk shall retain all such documents and/or certificates of the Authorized Issuer Officers as
provided by applicable law. The Clerk shall make available the documents and/or certificates
{OR453188;2}
25
at all reasonable times for inspection by any Bondholder or the agent or representative of any
Bondholder.
Notwithstanding any of the other provisions of this Section 4.3, to the extent
that other moneys are not available therefor, amounts in the Construction Fund shall be applied
to the payment of principal of or Redemption Price, if applicable, and interest on Bonds when
due and unless the Insurer otherwise directs, amounts on deposit in the Construction Fund shall
be applied to the payment of debt service or Redemption Price of the Bonds upon the
occurrence and continuance of an Event of Default or the occurrence and continuance of an
event which with notice or lapse of time or both would constitute an Event of Default.
The date of completion of a Project shall be determined by the Authorized
Issuer Officer who shall certify such fact in writing to the Governing Body. Promptly after the
date of the completion of the Project, and after paying or making provisions for the payment of
all unpaid items of the Cost of such Project, the Issuer shall deposit any balance of moneys
remaining in the Construction Fund into such other fund or account of the Issuer, including
those established hereunder, 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, if any, of interest on the Bonds from gross income for federal
income tax purposes.
Section 4.4 Funds and Accounts.
The Issuer covenants and agrees to establish with one or more Authorized
Depositories separate funds to be known as the "City of Winter Springs Limited General
Obligation Bonds Debt Service Fund" and the "City of Winter Springs Limited General
Obligation Bonds Rebate Fund. It Moneys in the Debt Service Fund, until applied in
accordance with the provisions hereof, shall be subject to a lien and charge in favor of the
Holders and for the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more
Authorized Depositories to hold, for the benefit of the Issuer and/or the Bondholders, anyone
or more of the funds and accounts established hereby. Such depository or depositaries shall
perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and
disbursing moneys to and from each of such funds and accounts as herein set forth, and all
records of such depository in performing such duties shaW be open at all reasonable times to
inspection by the Issuer and its agents and employees.
Section 4.5 Flow of Funds.
(A) Debt Service Fund. The Issuer covenants and agrees to establish with a
bank or trust company in the State of Florida, which is eligible under the laws of such State to
receive funds of the Issuer, as either a separate fund or consolidated bank account maintained
in the manner provided in Section 4.8, the Debt Service Fund.
{OR453188;2}
26
"'.
(B) Disposition of Ad Valorem Taxes. All Ad Valorem Taxes levied and
collected as provided in Section 4.1 of this Resolution shall be deposited as received in the
Debt Service Fund.
Moneys in the Debt Service Fund shall be disbursed for (i) the payment of the
interest on the Bonds as such interest falls due, (ii) the payment of the principal of the Serial
Bonds at their respective maturities, (iii) the payment of the Amortization Installments of the
Term Bonds as the same shall become due, and (iv) the payment of the necessary charges for
paying Bonds and for services relating to the investment of funds established hereunder or
relating to the Rebate Fund. After making all deposits required by clauses (i) through (iv)
above in each Fiscal Year, the Issuer may use any moneys derived from said Ad Valorem
Taxes in excess of the amount necessary to pay said amounts for any lawful purpose.
The Issuer, in its discretion, may use moneys in the Debt Service Fund to
purchase or redeem Bonds coming due on the next principal payment date, provided such
purchase or redemption does not adversely affect the Issuer's ability to pay the principal or
interest coming due on such principal payment date on the Bonds not so purchased or
redeemed.
At least three (3) business days prior to the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the Debt Service Fund sufficient moneys to pay such principal or Redemption
Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds
to be paid.
Section 4.6 Rebate Fund.
Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and
used solely to make required rebate payments to the United States Treasury and the
Bondholders shall have no right to have the same applied for debt service on the Bonds. The
Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to the
Bonds, and other instructions from Bond Counsel, delivered in connection with or subsequent
to the issuance of such Bonds, including, but not limited to:
(A) making a determination 111 accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(B) depositing from moneys in the Debt Service Fund or from othe'r moneys
of the Issuer and legally available for such purpose the amount determined in subsection (A)
above into the Rebate Fund;
(C) paying on the dates and in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the Issuer
such amounts as shall be required by the Code to be rebated to the United States Treasury; and
{OR453188;2}
27
(D) keeping such records of the determinations made pursuant to this
Section 4.6 as shall be required by the Code, as well as evidence of the fair market value of
any investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate and instructions of
Bond Counsel may be amended from time to time as shall be necessary, in the opinion of Bond
Counsel, to comply with the provisions of the Code.
Section 4.7 Investments.
The Construction Fund and the Debt Service Fund shall be continuously secured
in the manner by which the deposit of public funds are authorized to be secured by the laws of
the State. Moneys on deposit in the Construction Fund and the Debt Service Fund, may be
invested and reinvested in Authorized Investments maturing not later tha'n the date on which
the moneys therein will be needed.
Any and all income received by the Issuer from the investment of moneys in the
Construction Fund, the Rebate Fund and the in the Debt Service Fund shall be retained in such
respective fund or account unless otherwise requited by applicable law.
All investments shall be valued at cost. Nothing contained in this Resolution
shall prevent any Authorized Investments acquired as investments of or security for funds held
under this Resolution from being issued or held in book-entry form on the books of the
Department of the Treasury of the United States.
Section 4.8 Separate Accounts.
The moneys required to be accounted for in each of the foregoing funds and
accounts established herein may be deposited in a single bank account, and funds allocated to
the various funds and accounts established herein may be invested in a common investment
pool, provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the moneys on deposit therein and such investments for the various
purposes of such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by
this Resolution shall not be construed to require the' establishment of any completely
independent, self-balancing funds as such term is commonly defined and used in governmental
accounting, but rather is intended solely to constitute an earmarking of certain revenues for
certain purposes and to establish certain priorities for application of such revenues as herein
provided.
{OR453188;2}
28
ARTICLE 5
COVENANTS OF ISSUER
Section 5.1 Books and Records.
The Issuer will keep books, records and accounts of the receipt of the Pledged
Funds in accordance with generally accepted accounting principles, and any Credit Bank,
Insurer, or Holder of any Bonds Outstanding or the duly authorized representatives thereof
shall have the right at all reasonable times to inspect all books, records and accounts of the
Issuer relating thereto.
Section 5.2 Annual Audit.
The Issuer shall, immediately after the close of each Fiscal Year, cause the
financial statements of the Issuer to be properly audited by a recognized independent firm of
certified public accountants, and shall require such accountants to complete their report of such
Annual Audit in accordance with applicable law. Such Annual Audits shall contain, a
certificate by such accountants disclosing any material default on the part of the Issuer of any
covenant or agreement herein. Each Annual Audit shall be in conformity with generally
accepted accounting principles.
Section 5. 3 No Impairment.
The pledging of the Ad Valorem Taxes in the manner provided in Section 4.1 of
this Resolution shall not be subject to repeal, modification or impairment by any subsequent
ordinance, resolution. or. other. proceedings. of the. Governing Body of the Issuer.
Section 5.4 Entitlement to Pledged Ad Valorem Taxes.
The Issuer will take all lawful action necessary or required to continue to entitle
the Issuer to receive the Ad Valorem Taxes pledged in this Resolution as provided in
Section 4.1 hereof and will take no action which will impair or adversely affect its receipt of
said Ad Valorem Taxes.
Section 5.5 Issuance of Additional Bonds. No Additional Bonds, payable on
a parity from the Ad Valorem Taxes pledged for the payment of principal and interest on the
Bonds shall be issued after the issuance of the Bonds, except for refunding obligations secured
hereunder; provided that the issuance of such Additional Bonds for refunding shall result in a
lower net average interest cost rate and otherwise comply with applicable law.
Section 5.6 Covenants with Credit Banks and Insurers.
The Issuer may make such covenants as it may in its sole discretion determine to
be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to
insure or to provide for Bonds credit or liquidity support that shall enhance the security or the
{OR453188;2}
29
value of such Bonds. Such covenants may be set forth in the applicable Supplemental
Resolution and shall be binding on the Issuer, the Registrar, the Paying Agent and all the
Holders of Bonds the same as if such covenants were set forth in full in this Resolution.
Section 5.7 Federal Income Tax Covenants.
(A) The Issuer covenants with the Holders of each Series of Bonds, that it
shall not use the proceeds of such Series of Bonds in any manner which would cause the
interest on such Series of Bonds to be or become includable in the gross income of the Holder
thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of each Series of Bonds that
neither the Issuer nor any Person under, its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any
manner which would cause such Series of Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code, and neither the Issuer nor any such other Person shall do any act or
fail to do any act which would cause the interest on such Series of Bonds to become includable
in the gross income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of each Series of Bonds
that it will comply with all provisions of the Code necessary to maintain the exclusion of
interest on such Series of Bonds from the gross income of the Holder thereof for federal
income tax purposes, including, in particular, the payment of any amount required to be
rebated to the United States Treasury pursuant to the Code.
Section 5.8 Continuing Disclosure.
The Issuer agrees that it will comply with and carry out all of the provisions of
the Continuing Disclosure Certificate, executed by the Issuer in connection with the initial
delivery of the Bonds, as originally executed and 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 the Continuing Disclosure Certificate shall not be
considered an Event of Default; however, any Bondholder or Beneficial Owner (as hereinafter
defined) may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Issuer to comply with its
obligations under this Section 5.8. For purposes of this Section 5.8 "Beneficial Owner" means
any person which (a) has the power, directly or indirectly, to vote or consent with respect to,
or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal
income tax purposes.
Section 5.9 Municipal Bond Insurance.
The following provisions shall be applicable to the Bonds and the Bond Insurance
Policy therefor:
{OR453188;2}
30
A. In the event that, on the second business day, and again on the business day,
prior to the payment date on the Bonds, the Paying Agent has not received sufficient moneys to
pay all principal of and interest on the Bonds due on the second following or following, as the
case may be, business day, the Paying Agent shall inunediately notify the Bond Insurer or its
designee on the same business day by telephone or telegraph, confirmed in writing by
registered or certi fied mail, of the amount of the deficiency.
B. If the deficiency is made up in whole or in part prior to or on the payment date,
the Paying Agent shall so notify the Bond Insurer or its designee.
C. In addition, if the Paying Agent has notice that any Bondholder has been
required to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy
or creditors or others pursuant to a final judgment by a court of competent jurisdiction that
such payment constitutes an avoidable preference to such Bondholder within the meaning of
any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its
designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or
certified mail.
D. The Paying Agent is hereby irrevocably designed, appointed, directed and
authorized to act as attorney-in-fact for Holders of the Bonds as follows:
1. If and to the extent there is a deficiency in amounts required to pay
interest on the Bonds, the Paying Agent shall (a) execute and deliver to State Street
Bank and Trust Company, N.A., or its successors under the Bond Insurance Policy (the
"Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an
instrument appointing the Bond Insurer as agent for such Holders in any legal
proceeding related to the payment of such interest and an assignment to the''lnsurer -of-'
the claims for interest to which such deficiency relates and which are paid by the
Insurer, (b) receive as designee of the respective Holders (and not as Paying Agent) in
accordance with the tenor of the Bond Insurance Policy payment from the Insurance
Paying Agent with respect to the claims for interest so assigned, and (c) disburse the
same to such respective Holders; and
2. If and to the extent of a deficiency in amounts required to pay principal
of the Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying
Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the
Bond Insurer as agent for such Holder in any legal proceeding relating to the,payment
of such principal and an assignment to the Bond Insurer of any of the Bonds
surrendered to the Insurance Paying Agent of so much of the principal amount thereof
as has not previously been paid or for which moneys are not held by the Paying Agent
and available for such payment (but such assignment shall be delivered only if payment .
from the Insurance Paying Agent is received), (b) receive as designee of the respective
Holders (and not as Paying Agent) in accordance with the tenor of the Bond Insurance
Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to
such Holders.
{OR453188;2}
31
E. Payments with respect to claims for interest on and principal of Bonds disbursed
by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to
discharge the obligation of the Issuer with respect to such Bonds, and the Bond Insurer shall
become the owner of such unpaid Bond and claims for the interest in accordance with the tenor
of the assignment made to it under the provisions of this subsection or otherwise.
F. Irrespective of whether any such assignment is executed and delivered, the
Issuer and the Paying Agent hereby agree for the benefit of the Insurer that:
1. They recognize that to the extent the Insurer makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of principal of or
interest on the Bonds, the Bond Insurer will be subrogated to the rights of such Holders
to receive the amount of such principal and interest from the Issuer, with interest
thereon as provided and solely from the sources stated in this Resolution and the Bonds;
and
2. They will accordingly pay to the Bond Insurer the amount of such
principal and interest (including principal and interest recovered under subparagraph (ii)
of the first paragraph of the Bond Insurance Policy, which principal and interest shall
be deemed past due and not to have been paid), with interest thereon as provided in this
Resolution and the Bonds, but only from the sources and in the manner provided herein
for the payment of principal of and interest on the Bonds to Holders, and will otherwise
treat the Bond Insurer as the owner of such rights to the amount of such principal and
interest
G. In connection with the issuance of any Additional Bonds, the Issuer shall deliver
to the Bond Insurer a copy of the disclosure document, if any, circulated with respect to such,
Additional Bonds.
H. Copies of any amendments made to the documents executed in connection with
the issuance of the Bonds which are consented to by the Bond Insurer shall be sent to S & P.
I. The Bond Insurer shall receive notice of the resignation or removal of the
Paying Agent and the appointment of a successor thereto.
J. The Bond Insurer shall receive copies of all notices required to be delivered to
Bondholders and, on an annual basis, copies of the Issuer's audited financial statements and
Annual Budget.
Notices: Any notice that is required to be given to a holder of the Bonds or to the
Paying Agent 'pursuant to the Resolution shall also be provided to the Bond Insurer. All
notices required to be given to the Bond Insurer under the Resolution shall be in writing and
shall be sent by registered or certified mail addressed to MBIA Insurance Corporation, 113
King Street, Armonk, New York 10504 Attention: Surveillance.
{OR453188;2}
32
Section 5.10 Additional Assurances.
The Issuer covenants and agrees to take such action (including, as applicable, filing of
UCC financing statements) as is necessary from time to time to perfect or otherwise preserve
the priority of the pledge of the Pledged Funds under applicable law.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.1 Events of Default.
The following events shall each constitute an "Event of Default" hereunder:
(A) Default shall be made in the payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing
by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act
of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer
into an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall. default in the .dueand punctual. performance of any other. ." ... -.... .... ..-.
of the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a
period of thirty (30) days after written notice of such default shall have been received from any
Insurer or the Holders of not less than twenty-five percent (25 %) of the aggregate principal
amount of Bonds Outstanding or any Credit Bank. Such thirty (30) day period may be
extended with the prior written consent of the Insurer(s).
Section 6.2 Remedies.
Any Holder of Bonds issued under the provisions of this Resolution or any
trustee or receiver acting for such Bondholders may either at law or in equity, by suit; action,
mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any
and all rights under the laws of the State, or granted and contained in this Resolution, and may
enforce and compel the performance of all duties required by this Resolution or by any
applicable statutes to be performed by the Issuer or by any officer thereof.
In determining whether there has been a payment default in regard to the Bonds
no effect shall be given to payments made under the Bond Insurance Policy. Any acceleration
{OR453188;2}
33
of payments due on the Bonds shall be subject to the prior written consent of the Bond Insurer
(if it has not failed to comply with its payment obi igations 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.
The Holder or Holders of Bonds in an aggregate principal amount of not less
than twenty-five percent (25 %) of the Bonds then Outstanding may by a duly executed
certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in any legal proceedings for the enforcement and
protection of the rights of such Bondholders and such certificate shall be executed by such
Bondholders or their duly authorized attorneys or representatives, and shall be filed in the
office of the Clerk. Notice of such appointment, together with evidence of the requisite
signatures of the Holders of not less than twenty-five percent (25 %) in aggregate principal
amount of Bonds Outstanding and the trust instrument under which the trustee shall have
agreed to serve shall be filed with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in the same manner as notices of redemption are given
hereunder. After the appointment of the first trustee hereunder, no further trustees may be
appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds
then Outstanding may remove the trustee initially appointed and appoint a successor and
subsequent successors at anytime.
Section 6.3 Directions to Trustee as to Remedial Proceedings.
The Holders of a majority in principal amount of the Bonds then Outstanding (or
any Insurer insuring, or any Credit Bank providing a Credit Facility for, any then Outstanding
Bonds) have the right, by an instrument or concurrent instruments in writing executed and
delivered to the trustee, to direct the method and place of conducting all remedial proceedings
to be taken by the trustee hereunder, provided that such direction shall not be otherwise than in
accordance with law or the provisions hereof, and that the trustee shall have the right to
decline to follow any such direction which in the opinion of the trustee would be unjustly
prejudicial to Holders of Bonds not parties to such direction.
Section 6.4 Remedies Cumulative.
No remedy herein conferred upon or reserved to the Bondholders is intended to
be exclusive of any other remedy or remedies, and each and every such remedy' shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
Section 6.5 Waiver of Default.
No delay or omission of any Bondholder to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver of
any such default, or an acquiescence therein; and every power and remedy given by
{OR453188;2}
34
Section 6.2 of this Resolution to the Bondholders may be exercised from time to time, and as
often as may be deemed expedient.
Se.ction 6.6 Application of Moneys After Default.
If an Event of Default shall happen and shall not have been remedied, the Issuer
or a trustee or receiver appointed for the purpose shall apply all Pledged Funds as follows and
in the following order:
(A) To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver.
(B) To the payment of the interest and principal or Redemption Price, if
applicable, then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due, in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to pay in
full any particular installment, then to the payment ratably, according to
the amounts due on such installment, to the Persons entitled thereto,
without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity or upon mandatory redemption prior to maturity (other than
Bonds called for redemption for the payment of which moneys are held
pursuant to the provisions of Section 8.1 of this Resolution), in the order
of their due dates, with interest upon such Bonds from the respective
dates upon which they became due, and, if the amount available shall not
be sufficient to pay' in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably
according to the amount of such interest due on such date, and then to
the payment of such principal, ratably according to the amount of such
principal due on such date, to the Persons entitled thereto without any
discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds
called for optional redemption pursuant to the provisions of this
Resolution; and
FOURTH: to the payment of other reasonable fees and expenses
due hereunder.
{OR453188;2}
35
(2) If the principal of all the Bonds shall have become due and payable, all
such moneys shall be applied to the payment of the principal and interest then due and unpaid
upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal
over interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the Persons entitled thereto without any
discrimination or preference.
Section 6.7 Control by Insurer or Credit Bank.
Notwithstanding any of the provisions of the Resolution, upon the occurrence
and continuance of an Event of Default, each Insurer or Credit Bank, if such Insurer or Credit
Bank shall have honored all of its commitments under its Bond Insurance Policy or its Credit
Facility, as the case may be, shall be deemed the sole holder of Bonds enhanced by it and shall
be entitled to direct and control the enforcement of all rights and remedies with respect to the
Bonds it insures or for which such Credit Facility is provided. The maturity of Bonds insured
by an Insurer shall not be accelerated without the consent of such Insurer. The right of an
Insurer or Credit Bank to direct and control the enforcement of all rights and remedies shall
not be applicable if the Bond Insurance Policy or the Credit Facility is not in effect or the
Insurer or Credit Bank provides written notice that it waives such right. The rights granted to
an Insurer under the Resolution or any other related document to request, consent to or direct
any action are rights granted to the Insurer(s) in consideration of its issuance of its Bond
Insurance Pol icy. Any exercise by an Insurer of such rights is merely an exercise of such
Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit or
on behalf of the Bondholders nor does such action evidence any position of the Insurer,
positive or negative, as to whether Bondholder consent is required in addition to consent of the
,.. .". ...... ..... . . .
Insurer.
ARTICLE 7
SUPPLEMENTAL RESOLUTIONS
Section 7.1 Supplemental Resolution Without Bondholders I Consent.
The Issuer, from time to time and at any t.ime, may adopt such Supplemental
Resolutions without the consent of the Bondholders but with prior notice to the Bond Insurer
(which Supplemental Resolution shall thereafter form a part hereot) for any of the following
purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify' any matters or questions arising
hereunder.
{OR453188:2}
36
.'.
(B) To grant to or confer upon the Bondholders any additional rights,
remedies, powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and restrictions
thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender any
right or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine at any time prior to the first delivery of any
Series of Bonds the matters and things referred to in Section 2.1 and Section 2.2 hereof, and
also any other matters and things relative to such Bonds which are not contrary to or
inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any
such authorization, specification or determination.
(F) To make any other change that, in the opinion of Bond Counsel, would
not materially adversely affect the security for the Bonds. In making such determination, Bond
Counsel shall not take into consideration any Bond Insurance Policy.
Section 7.2 Supplemental Resolution With Bondholders', Insurer's and Credit
Bank's Consent.
Subject to the terms and provisions contained in this Section 7.2 and Section 7.1
hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, anything contained in this
Resolution to the contrary notwithstanding, to consent to and approve the adoption of such
Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by
the Issuer for the purpose of supplementing, . moditying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Resolution;
provided, however, that if such modification or amendment will, by.its terms, not take effect
so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of
the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.2.
Any Supplemental Resolution which is adopted in accordance with the provision~ of this
Section 7.2 shall also require the written consent of the Insurer of, or any Credit Bank
providing a Credit Facility for, any Bonds which are Outstanding at the time such
Supplemental Resolution shall take effect. A copy of any such proposed amendment must be
sent to S&P prior to its adoption. No Supplemental Resolution may be approved or adopted
without the prior consent of all of the Holders of the Bonds so affected which shall permit or
require (A) an extension of the maturity of the principal of or the payment of the interest on
any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the
Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of
{OR453188;2}
37
"
the Pledged Funds other than the lien and pledge created by this Resolution which adversely
affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other
Bond or Bonds, or (E) a reduction in the aggregate principal amount of the Bonds required for
consent to such Supplemental Resolution. Nothing herein contained, however, shall be
construed as making necessary the approval by Bondholders, the Insurer or the Credit Bank of
the adoption of any Supplemental Resolution as authorized in Section 7.1 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.2, the Clerk shall cause the Registrar to
give notice of the proposed adoption of such Supplemental Resolution and the form of consent
to such adoption to be mailed, postage prepaid, to all affected Bondholders at their addresses as
they appear on the registration books and to all Insurers of, and Credit Banks providing a
Credit Facility for, Bonds Outstanding. Such notice shall briefly set forth the nature of the
proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of
the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however,
be subject to any liability to any Bondholder by reason of its failure to cause the notice
required by this Section 7.2 to be mailed and any such failure shall not affect the validity of
such Supplemental Resolution when consented to and approved as provided in this Section 7.2.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be executed by the Holders of the requisite percentage of the principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility to any Holder of any Bond,
whether or not such Holder shall have consented thereto.
If the Holders of not less than the requisite percentage of the Bonds O'utstanding
at the time of the adoption of such Supplemental Resolution shall have consented to aRd
approved the adoption thereof as herein provided, no Holder of any Bond shall have any right
to object to the adoption of such Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.2, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer
and all Holders 'of Bonds ,then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
{OR453188:2}
38
Section 7.3 Amendment with Consent of Insurer and/or Credit Bank Only.
If Bonds Outstanding hereunder which are insured or secured as to payment of
principal and interest by an Insurer or Insurers and/or by a Credit Facility provided by a Credit
Bank or Credit Banks, and the Insurer or Insurers and/or the Credit Bank or Credit Banks, as
applicable, are not in default, and the Bonds, at the time of the hereinafter described
amendment, shall be rated by the rating agencies which shall have rated the Bonds at the time
such Bonds were insured or such Credit Facility was provided no lower than the ratings
assigned thereto by such rating agencies on the date such Bonds were insured or such Credit
Facility was provided, the Issuer may adopt one or more Supplemental Resolutions amending
all or any part of this Resolution or any other transaction document (each a "Related
Document") only with the written consent of said Insurer or Insurers and/or said Credit Bank
or Credit Banks, as applicable, and the acknowledgment by said Insurer or Insurers and/or said
. Credit Bank or Credit Banks that its Bond Insurance Policy or its Credit Facility, as the case
may be, will remain in full force and effect. Notwithstanding anything to the contrary in
Section 7.2, the consent of the Holders of any Bonds shall not be necessary. Copies of any
amendment or modification to this Resolution or any other Related Document shall be sent to
Standard & Poor's and Moody's Investors Service, at least ten (10) days prior to the effective
date thereto. The foregoing right of amendment, however, does not apply to any amendment
Section 5.7 hereof with respect to the exclusion, if applicable, of interest on said Bonds from
the gross income of the Holders thereof for federal income tax purposes nor may any such
amendment deprive the Holders of any Bond of right to payment of the Bonds from, and their
lien on, the Pledged Funds and any additional security pledged hereunder. Upon filing with
the Clerk of evidence of such consent of the Insurer or Insurers and/or the Credit Bank or
Credit Banks as aforesaid, the Issuer may adopt such Supplemental ResoIutiqn. After the
adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the
same manner as notice of an amendment under Section 7.2 hereof.
ARTICLE 8
MISCELLANEOUS
Section 8.1 Defeasance.
If the Issuer shall payor cause to be paid or there shall otherwise be paid to the
Holders of all Bonds the principal or Redemption Price, if applicable, and interest due or to
become due thereon, at the times and in the manner stipulated therein and in this Resolution,
then the pledge of the Pledged Funds and any additional security pledged hereunder, and all
covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied. In such event, the Paying
Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to
this Resolution which are not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
{OR453188;2}
39
Any Bonds or interest installments appertaining thereto, whether at or prior to
the maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.1 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in
an amount which shall be sufficient, or Federal Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price, if applicable, and interest due and to become due on said Bonds on and
prior to the redemption date or maturity date thereof, as the case may be and (C) a report of an
independent firm of nationally recognized certified public accountants or such other accountant
as shall be acceptable to the applicable Bond Insurer ("Accountant") verifying the sufficiency
of the escrow established to pay the Bonds in full on the maturity or redemption date
("Verification"), and (D) an escrow deposit agreement (which shall be acceptable in form and
substances to the applicable Bond Insurer), and (E) an opinion of nationally recognized bond
counsel to the effect that the Bonds are no longer "Outstanding" under the Resolution. Each
Verification and defeasance opinion shall be acceptable in form and substances, and addressed,
to the Issuer and the applicable Bond Insurer. The applicable Bond Insurer shall be provided
with final drafts of the above-referenced documentation not less than five (5) business days
prior to the funding of the escrow. Neither the Federal Securities nor any moneys so deposited
with such bank or trust company nor any moneys received by such bank or trust company on
account of principal of or Redemption Price, if applicable, or interest on said Federal.
Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be
held in trust for and be applied to, the payment, when due, of the principa1 afQr .Req~mpti~m
Price, if applicable, of the Bonds for the payment or redemption of which they were deposited
and the interest accruing thereon to the date of maturity or redemption thereof; provided,
however, the Issuer may substitute new Federal Securities and moneys for the deposited
Federal Securities and moneys if the new Federal Securities and moneys are sufficient to pay
the principal of or Redemption Price, if applicable, and interest on such Bonds.
In the event the Bonds for which moneys are to be deposited for the payment
thereof in accordance with this Section 8.1 are not by their terms subject to redemption within
the next succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 8.1 of moneys and/or Federal
Securities has been made and said Bonds are deemed to be paid in accordance with the
provisions of this Section 8.1 and stating such maturity or redemption date upon which moneys
are to be available for the payment of the principal of or Redemption Price, if applicable, and
interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the
Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
{OR453188;2}
40
In the event that the principal of or Redemption Price, if applicable, and interest
due on the Bonds or any portion thereof shall be paid by an Insurer or Insurers or a Credit
Bank or Credit Banks, such Bonds or any portion thereof shall remain Outstanding, shall not
be defeased and shall not be considered paid by the Issuer, and the pledge of the Pledged
Funds and any additional security pledged hereunder, and all covenants, agreements and other
obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers
or such Credit Bank or Credit Banks shall be subrogated to the rights of such Bondholders.
The Resolution shall not be discharged unless and until all amounts due to the
Insurer(s) have been paid in full or duly provided for.
Section 8.2 General Authority.
The members of the Governing Body and the Issuer's officers, attorneys and
. other agents and employees are hereby authorized to do all acts and things required of them by
this Resolution or desirable or consistent with the requirements hereof for the full, punctual
and complete performance of all of the terms, covenants and agreements contained in the
Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents
which shall be required by Bond Counselor the initial purchasers of the Bonds to effectuate the
sale of the Bonds to said initial purchasers.
Section 8.3 No Personal Liability.
No representation, statement, covenant, warranty, stipulation, obligation or
agreement herein contained, or contained in the Bonds, or in any certificate or other instrument
to be executed on behalf of the Issuer in connection with the issuance of the Bonds, shall be
deemed to be a representation,.statement, .cov.enant, . warranty, . stipulation, obligation or
agreement of any member of the Governing Body, officer, employee or agent of the Issuer in
his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer
executing the Bonds, or any certificate or other instrument to be executed in connection with
the issuance of the Bonds, shall be liable personally thereon or be subject to any personal
liability or accountability by reason of the execution or delivery thereof.
Section 8.4 No Third Party Beneficiaries.
Except such other Persons as may be expressly described herein or in the
Bonds, nothing in this Resolution, or in the Bonds, expressed or implied, is intended or shall
be construed to confer upon any Person other than the Issuer, the Holders and any Insurer any
right, remedy or claim, legal or equitable, under and by reason of this Resolution or any
provision hereof, or of the Bonds, all provisions hereof and thereof being intended to be and
being for the sole and exclusive benefit of the Issuer, the Persons who shall from time to time
be the Holders and any Insurer.
{OR453188;2}
41
Section 8.5 Sale of Bonds.
The Bonds shall be issued and sold at public or private sale at one time or in
installments from time to time and at such price or prices as shall be consistent with the
provisions of the Act, the requirements of this Resolution and other applicable provisions of
law.
Section 8.6 Intent to Reimburse.
The Issuer hereby expresses its present intention to be reimbursed from
proceeds of a future tax-exempt financing for capital expenditures to be paid by the Issuer in
connection with the subsequent issuance of the Bonds for the purpose of financing the Cost of
the Project. Pending reimbursement, the Issuer expects to use funds on deposit in the Issuer
General Fund or other appropriate fund or account to pay such costs including but not limited
to capital expenditures and other costs associated with the issuance of the Bonds. It is
reasonably expected that the amount of Bonds to be issued by the City with respect to the
Project will not exceed $3,400,000. This Resolution is intended to constitute a "declaration of
official intent" within the meaning of Section 1.150-2 of the Income Tax Regulations with
respect to the Bonds to be issued to finance the Cost of the Initial Project.
Section 8.7 Preliminary Official Statement.
The Issuer hereby authorizes the distribution of a preliminary official statement
for the purpose of marketing the Bonds and delegates to its finance director the authority to
deem such Preliminary Official Statement "final" except for "permitted omissions" within the
contemplation of Rule 15c2-12 of the Securities and Exchange Commission. The form of such
preliminary official statement shall be approved by Supplemental Resolution.
Section 8.8 Severability of Invalid Provisions.
If anyone or more of the covenants, agreements or provisions of this Resolution
shall be held contrary to any express provision of law or contrary to the policy of express law,
~hough 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 separable from the remaining covenants, agreements and provisions of this Resolution
and shall in no way affect the validity of any of the other covenants, agreements or provisions
hereof or of the Bonds issued hereunder.
Section 8.9 Repeal of Inconsistent Resolutions.
All resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
{OR453188;2}
42
Section 8.10 Table of Contents and Headings not Part Hereof.
The Table of Contents preceding the body of this Resolution and the headings
preceding the several articles and sections hereof shall be solely for convenience of reference
and shall not constitute a part of this Resolution or affect its meaning, construction or effect.
Section 8.11 Effective Date.
This Resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 10th day of,Decemb.er,' 2QOl. .
l .', I "
(SEAL)
A
.;.
City Attorney
{OR453188;2}
43
EXHIBIT A
Insurance Commitment
{OR453188;2}
44
.MBIA
MBIA Insurance Corporation
113 King Street
Armonk. NY 10504
914 273 4545
VIA COURIER
November 28, 2001
Ronald McLemore
City of Winter Springs
1126 East S. R. 434
Winter Springs, Florida 32708
RE: $3,200,000 (est.) City of Winter Springs, Florida, Limited General Obligation Bonds,
Series 2002
Dear Mr. McLemore:
Enclosed please find the following documents for the referenced issue:
1. Two Commitments, each of which should be executed and one original returned to
our offices in the enclosed self-addressed stamped envelope. The second
Commitment should be retained for your files;
2. Disclosure language and a form of the Financial Guaranty Insurance Policy (the
"Policy") for inclusion in the Official Statement;
3. A form of our Statement of Insurance for printing on the Obligations; and
4. A form of our "Payments Under the Policy" for inclusion in your authorizing
document.
Please note that all of the conditions to the Commitment must be met prior to the Policy being
released by MBIA. All materials and questions regarding the conditions should be directed to
the attention of Ted Galgano,'whose direct dial telephone number is (914) 765- 3517.
In addition, .under no circumstances should any changes be made to Items 2, 3 and 4, nor should
any other versions of these materials be used on any financing unless you have direct
confirmation from MBIA as to the acceptability of such changes. Confirmation regarding items
2 and 3 may come only from our Documentation and Closing Department or our Legal
Department and may be written or verbal. Confirmation regarding item 4 should come from Ted
Galgano. Since the responsibility for this information remains with us, please send us drafts
prior to the printing 0 f any of these documents for our approval.
MEllA
November 28, 200 I
Ronald McLemore
City of Winter Springs
Page Two
The premium in the amount of .293%, premium rounded to the nearest thousand, should be
wired to our account number with The Chase Manhattan Bank on the day of
closing. The Bank's number is . MBIA's claims paying ability is rated triple A
by Fitch fBCA, Inc., Moody's Investors Service and the Standard and Poor's Rating Group.
Inquiries related to ratings on transactions, fees and billing matters should be addressed to the
appropriate rating agency.
We would like to request a copy of the final debt service schedule for this issue. We would also
appreciate receiving three copies of the final official statement and three executed unbound
copies of the closing transcripts within 60 days of the closing.
Thank you for your cooperation concerning these matters. If you have any questions, please
contact our offices.
Sincerely,
/) .'- 1 ;'\
LtSj\L~no. C" (JJ'~~-)
Ashling C. W)helan
Associate
Documentation and Closing Dept.
Phone: (914) 765-3932
Fax: (914) 765-3161/3162
Email: ashling.whelan@rnbia.com
.MBIA .
COMMITMENT TO ISSUE A
FINANCIAL GUARANTY INSURANCE POLICY
Application No.: 2001-009859-0 I
Sale Date: December 200 I (T)
Program Type: Negotiated DP
Re: $3,200,000 (est.) City of Winter Springs, Florida, Limited General Obligation Bonds,
Series 2002
(the "Obligations")
This commitment to issue a financial guaranty insurance policy (the "Commitment") dated
November 28, 200 I, constitutes an agreement between CITY OF WINTER SPRINGS,
FLORIDA (the "Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance
company incorporated under the laws ofthe State of New York.
Based on an approved application dated November 28, 2001, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance
policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the
Obligations when due. The issuance of the Policy shall be subject to the following tenns and
conditions:
1. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date of
delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
.293%, premium rounded to the nearest thousand. The premium set out in this paragraph shall
be the total premium required to be paid on the Policy issued pursuant to this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the Resolution,
Bond Ordinance, Trust Indenture or other official document authorizing the issuance of the
Obligations or in the final official statement or other similar document, including the financial
statements included therein.
4. There shall have been no material adverse change in any information submitted to the
Insurer as a part of the application or subsequently submitteq to be a part of the application to the
Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. A Statement of Insurance satisfactory to the Insurer shall be printed on the Obligations.
7. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the application to the Insurer shall be determined to contain any
untrue or misleading statement of a material fact or fail to state a material fact required to be
stated therein or necessary in order to make the statements contained therein not misleading.
8. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
MBIA
9. This Commitment may be signed in counterpart by the parties hereto.
Dated this 28th day of November, 2001.
MBIA Insurance Corporation
~' +1 IbJ
By . , / .,(~ __
C 55' 1'{fi Secretary v
CITY OF WINTER SPRINGS, FLORIDA
By:
Title:
,,'
ST ANDARD FORM FOR MBIA DISCLOSURE
[GENERAL AND S-I)
[The section entitled "The MBlA Insurance Corporation Insurance Policy" is for use in public finance
transactions]
[The MBIA Insurance Corporation Insurance Policy
The following infonnation has been furnished by MBIA Insurance Corporation ("MBIA") for use
in this Official Statement. Reference is made to Appendix for a specimen of MBIA's policy.
MBIA's policy unconditionally and irrevocably guarantees the full and complete payment
required to be made by or on behalf of the Issuer to the Paying Agent or its successor of an amount equal
to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a
mandatory sinking fund payment) and interest on, the [Bonds/Securities] as such payments shall become
due but shall not be so paid (except that in the event of any acceleration of the due date of such principal
by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other
than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed by MEIA's policy shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration); and (ii) the reimbursement of
any such payment which is subsequently recovered from any owner of the [Bonds/Securities] pursuant to
a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such owner within the meaning of any applicable bankruptcy law (a "Preference").
MBJA's policy does not insure against loss of any prepayment premium which may at any time
be payable with respect to any [Bonds/Securities]. MBIA's policy does not, under any circumstance,
insure against loss relating to: (i) optional or mandatory redemptions (other than mandatory sinking fund
redemptions); (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase price
of [Bonds/Securities] upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii)
above. MBIA's policy also does not insure against nonpayment of principal of or interest on the
[Bonds/Securities] resulting from the insolvency, negligence or any other act or omission of the Paying
Agent or any other paying agent for the [Bonds/Securities].
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing
by registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA
from the Paying Agent or any owner of a [Bond/Security] the payment of an insured amount for which is
then due, that such required payment has not been made, MBIA on the due date of such payment or
within one business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New
York, or its success~r, sufficient for the payment of any such insured amounts which are then due. Upon
presentment and surrender of such [Bonds/Securities] or presentment of such other proof of ownership of
the [Bonds/Securities], together with any appropriate instruments of assignment to evidence the
assignment of the insured amounts due on the [Bonds/Securities] as are paid by MEIA, and appropriate
instruments to effect the appointment of MBlA as agent for such owners of the [Bonds/Securities] in any
legal proceeding related to payment of insured amounts on the (Bonds/Securities], such instruments being
in a fonn satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust
Company, N.A. shall disburse to such owners or the Paying Agent payment of the insured amounts due
on such [Bonds/Securities], less any amount held by the Paying Agent for the payment of such insured
amounts and legally available therefor.]
MBIA
MBlA Insurance Corporation ("MBIA") is the principal operating subsidiary of MBIA Inc., a
New York Stock Exchange listed company (the "Company"). The Company is not obligated to pay the
debts of or claims against MBIA. MBIA is domiciled in the State of New York and licensed to do
business in and subject to regulation under the laws of all 50 states, the District of Columbia, the
Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands
of the United States and the Territo!)' of Guam. MBIA has three branches, one in the Republic of France,
one in the Republic of Singapore and one in the Kingdom of Spain. New York has laws prescribing
minimum capital requirements, limiting classes and concentrations of investments and requiring the
approval of policy rates and forms. State laws also regulate the amount of both the aggregate and
individual risks that may be insured, the payment of dividends by MBIA, changes in control and
transactions among affiliates. Additionally, MBIA is required to maintain contingency reserves on its
liabilities in certain amounts and for certain periods oftime.
MBIA does not accept any responsibility for the accuracy or completeness of this
(prospectuS/Private Placement Memorandum/Official Statement] or any information or disclosure
contained herein, or omitted heretrom, other than with respect to the accuracy of the information
regarding the policy and MBIA set forth under the heading [" "]. Additionally, MBIA
makes no representation regarding the [Bonds/Securities] 01: the advisability of investing in the
[Bonds/Securities] .
The Financial Guarantee Insurance Policies are not covered by the Property/Casualty Insurance
Security Fund specified in Article 76 of the New York Insurance Law.
MBIA Information
The following documents filed by the Company with the Securities and Exchange Commission (the
"SEC") are incorporated herein by reference:
(1) The Company's Annual Report on Form IO-K for the year ended December 31,2000;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001; and
(3) The report on Form 8-K filed by the Company on January 30, 2001.
Any documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended, after the date of this [ProspectuslPrivate Placement
Memorandum/Official Statement] and prior to the termination of the offering of the [Bonds/Securities]
offered hereby shall be deemed to be incorporated by reference in this [ProspectuslPrivate Placement
Memorandum/Official Statement] and to be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein, or contained in this (prospectuslPrivate
Placement Memorandum/Official Statement], shall be deemed to be modified or superseded for purposes
of this [Prospectus/Private Placement Memorandum/Official Statement] to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
[Prospectus/Private Placement Memorandum/Official Statement).
The Company files annual, quarterly and special reports, information statements and other
information with the SEC under File No. 1-9583. Copies of the SEC filings (including (1) the Company's
Annual Report on Form 10-K for the year ended December 31,2000, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 200 I, and (3) the report on Form 8-K filed by the
Company on January 30, 2001) are available (i) over the Internet at the SEC's web site at
http://www.sec.gov; (ii) at the SEC's public reference room in Washington D.C.; (iii) over the Internet at
the Company's web site at http://www.mbia.com; and (iv) at no cost, upon request to MBIA Insurance
Corporation, 113 King Street, Armonk, New York 10504. The telephone 'number of MBIA is (914) 273-
4545.
As of December 31, 2000, MBIA had admitted assets of $7.6 billion (audited), total liabilities of
$5.2 billion (audited), and total capital and surplus of $2.4 billion (audited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of
September 30, 200 I, MBIA had admitted assets of $8.4 billion (unaudited), total liabilities of $6.0 billion
(unaudited), and total capital and surplus. of $2.4 billion (unaudited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory authorities.
Financial Strength Ratings of MBIA
Moody's Investors Service, Inc. rates the fmancial strength ofMBlA "Aaa."
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. rates the fmancial strength of
MBlA "AAA." .
Fitch, Inc. rates the financial strength of MBlA "AAA."
Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of MEIA and its ability to pay claims on its policies
of insurance. Any further explanation as to the significance ofthe above ratings'may be obtained only
from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the [Bonds/Securities], and such
ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward
revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the
[Bonds/Securities]. MBIA does not guaranty the market price of the [Bonds/Securities] nor does it
guaranty that the ratings on the [Bonds/Securities] will not be revised or withdrawn.
The insurance provided. by this policy is not covered by the Florida Insurance Guaranty
Association created under chapter 63 I, Florida Statutes.
STD-FL
..NIBlA
FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504
Policy No. [NUMBER]
MBIA Insurance Corporation (the. "Insurer"), in consideration of Ihe payment of the premium and subject to the tenns of this policy, hereby
lUlconditionallyand irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment
\ required to be made by or on behalf of the fssuer to [pAYING AGENTffRUSTEE] or its successor (the "Paying Agent") ofan amolUlt equal to (i) the
principal of (either at the stated maturity or by any advancement of maturity ptmiuant to a mandatory sinking fund payment) and interest on, the
Obligations (as that tenn is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the
due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or odunvise, other than any advancement
of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such oWller within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence
shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:
[PAR)
[LEGAL NAME OF ISSUE]
Upon receipt of telephonic or telegraphic notice, such notice subsequently confinned in writing by registered or certified mail, or upon receipt ofwritten
notice by registered or certified mail., by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured AmOlUlt for which is
then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds, in an aCcOlmt with State Street Bank and Trust Company, N.A, in New Yolk, New
Yolk, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations
or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment
of the lnsured AmOlUlts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for
such owners of the Obligations in any legal proceeding related to payment of Insured AmOlmts on the Obligations, such instruments being in a form
satisfactory to State Street Bank and Trust Company, NA, State Street Bank and Trust Company, NA shall disbW'Se to such owners, or the Paying
Agent payment of the II1SlU'ed AmOlUlts due on such Obligations, less any amOlmt held by the Paying Agent for the payment of such Insured AmolUlts
and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any
Obligation. .
As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer,
or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the
lll1derlying security for the Obligations.
Anysavice of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of
process shall be valid and binding.
lbis policy is nOrKaIlcellable for any reason. The premilll11 on this policy is not refundable for any reason including the payment prior to maturity of the
Obligations.
The inswance provided by this policy is not covered by the Florida Insurance Guaranty Association created lUlder chapter 631, Florida Statutes.
IN WITNESS WHEREOF, the Insurer has caused this policy to be executed in facsimile on its bebalfby its duly authorized officCrs, this [DAY] day of
(MONTII, YEAR].
Resident Licensed Agent
President
COUNTERSIGNED:
Auest
City, State
Assistant Secretary
SlD-R-FL.6
4/95
STATEMENT OF INSURANCE
MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy
being on file at HNSERT NAME OF TRUSTEE OR PA YING AGENT, INCLUDING CITY, ST A TEl.
The Insurer, in consideration of the payment of the premium and subject to the tenns of this policy, hereby
unconditionally and irrevocably guarantees to any owner, as hereinafter defined, oUhe following described obligations, the full
and complete payment required to be made by or on behalf of the Issuer to fINSERT NAME OF TRUSTEE OR PAYING
AGENTl or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that tenn is
defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration ofthe
due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise,
other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall
'be made in such amounts and at such times as such payments of principal would have been due had there ndt been any such
acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a
fmal judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within
the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall
be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: fINSERT LEGAL TITLE OF BONDS,
CENTERED AS FOLLOWS: 1
f$ PARAMOUNTl
fISSUERl
fDESCRfPTION OF BONDSl
Upon receipt of telephonic or telegraphic notice, such notice subsequently confinued in writing by registered or
certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any
owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been
made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment,
whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York,
New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment _
and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any
appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid
by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations
in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a fonn
satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such
owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying
Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any
prepayment premium which may at any time be payable with respect to any Obligation.
As used herein, the tenn "owner" shall mean the registered owner of any Obligation as indicated in the' books
maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The tenn owner shall not include
the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations.
Any service of process on the [usurer may be made to the Insurer at its offices located at 113 King Street, Armonk,
New York 10504 and such service of process shaH be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy IS not refundable for any reason
including the payment prior to maturity oUhe Obligations.
The insurance provided by this policy is not covered by the Florida Insurance Guaranty Association created under
chapter 631, Florida Statutes.
MBlA INSURANCE CORPORATION
STD-R-FL-I
PAYMENTS UNDER THE POLICY
A. In the event that, on the second Business Day, and again on tile Business Day, prior to the payment date on the Obligations, the
Paying Agent has not received sufficient moneys to pay all principal of and interest on the Obligations due on the second following or following, as the
case may be, Business Day, the Paying Agent shall immediately notify the IosW'Cr or its designee on tile same Business Day by telephone or telegraph,
confinned in writing by registered or certified mail, of the amount of the deficiency.
B.
designee.
If the deficiency is made up in whole or in part plior to or on tile payment date, the Paying Agent shall so notifY the Insurer or its
C. In addition, if the Paying Agent has notice that any Bondholder has been required to disgorge payments of principal or interest on the
, Obligation to a trustee in Bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes
an avoidable preference lD such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shal1 notifY the Insurer or its
designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail.
D. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attomey-in-fuet for Holders of the
Obligations as follows:
I. If and to the extent there is a deficiency in amounts required lD pay interest on the Obligations, the Paying Agent shall (a)
execute and deliver lD State Sireet Bank and Trust Company, NA., or its successors under the Policy (the "Insurance Paying Agent''), in form
satisfuctol)' lD the lnsurance Paying Agent, an instrument appointing the Insurer as agent for such Holders in any legal proceeding related to the
payment of such interest and an assignment to the lnsurer of the claims for interest lD which such deficiency relates and which are paid by the
Insurer, (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from
the Insurance Paying Agent with respect lD the claims for interest so assigned, and (c) disburse the same to such respective Holders; and
2. If and lD the extent of a deficiency in amounts required lD pay principal of the Obligations, the Paying Agent shall (a)
execute and deliver lD the Insurance Paying Agent in fonn satisfuctol)' lD the Insurance Paying Agent an instrument appointing the Insurer as
agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment lD the Insurer of any of the
Obligation surrendered lD the Insurance Paying agent of so much of the principal amount thereof as has not previously been paid or fur which
moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the
Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor
of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders.
E. Payments with respect lD claims for interest on and principal of Obligations disbursed. by the Paying Agent from proceeds of the
Policy shall not be considered lD discharge the obligation of the Issuer with respect to such Obligations, and the Insurer shall become the owner of such
unpaid Obligation and claims for the interest in accordance with the tenor of the assignment made lD it under the provisions of this subsection or
otherwise.
F. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent hereby agree for the benefit
of the Insurer that:
1. They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying
Agent), on account of principal of or interest on the Obligations, the Insurer will be subrogated. to the rights of such Holders to receive the
amOtmt of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Indenture and
the Obligations; and
2. They will accordingly pay lD the lnsurer the amount of such principal and interest (including principal and interest
recovered lUlder subparagraph (iI) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have
been paid), with interest thereon as provided in this lndenture and the Obligation, but only from the sources and in the manner provided herein
for the payment of principal of and interest on the Obligations to Holders, and will othCIWise treat the Insurer as the owner of such rights to the
amount of such principal and interest
G. In connection with the issuance of additional Obligations, the Issuer shall deliver to the Insurer a copy of the disclosure document, if
any, circulated with respect lD such additional Obligations.
H. Copies of any amendments made lD the docwnents executed in connection with the issuance of the Obligations which are consented
to by the lnsurer shall be sent lD Standard & Poor's COIporatiOn.
l. The lnsurer shall receive notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto.
1. The Insurer shall receive copies of all nO,tices required to be delivered lD Bondholders and, on an annual basis, copies of the Issuer's
audited financial statements and Annual Budget
Notices: Any notice that is required_ lD be given lD a holder of the Obligation or lD the Paying Agent pursuant lD the lndenture shall also be
provided lD the Insurer. AU notices required lD be given to the Insurer under the Indenture shall be in writing and shall be sent by registered or certified
mail addressed lD MB IA Insurance Corporation, 113 King Sireet, Armonk, New York 10504 Attention: Surveillance.
Municipal Bond
Investors Assurance
Corporation
Logo
Reproduction
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are indicated
in inches
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MBIA MBIA MBIA MBIA 2"
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MelA
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MElIA
1 1/2" .
MBIA 1 1/4"
MBIA 1"
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