HomeMy WebLinkAboutR-03-08CITY OF SEBASTIAN, FLORIDA
RESOLUTION NO. R-03-08
INFRASTRUCTURE SALES SURTAX REVENUE
BOND RESOLUTION
ADOPTED MARCH 26, 2003
TABLE OF CONTENTS
Page
SECTION 1.01
SECTION 1.02
SECTION 1.03
SECTION 1.04
SECTION 1.05
ARTICLE I
GENERAL
DEFINITIONS .............................................. 1
AUTHORITY FOR RESOLUTION ............................ 11
RESOLUTION TO CONSTITUTE CONTRACT ................. 11
FINDINGS ................................................ 11
AUTHORIZATION OF SERIES 2003 PROJECT ................. 12
ARTICLEII
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 2.01
SECTION 2.02.
SECTION 2.03.
SECTION 2.04
SECTION 2.05
SECTION 2.06
SECTION 2.07
SECTION 2.08
SECTION 2.09
SECTION 2.10
AUTHORIZATION OF BONDS .............................. 12
AUTHORIZATION AND DESCRIPTION OF SERIES 2003 BONDS. 13
APPLICATION OF SERIES 2003 BOND PROCEEDS ............. 13
EXECUTION OF BONDS ................................... 14
AUTHENTICATION ....................................... 14
TEMPORARY BONDS ..................................... 15
BONDS MUTILATED, DESTROYED, STOLEN OR LOST ........ 15
EXCHANGE AND TRANSFER .............................. 15
COUPON BONDS .......................................... 17
FORM OF BONDS ......................................... 17
SECTION 3.01
SECTION 3.02
SECTION 3.03
SECTION 3.04
SECTION 3.05
ARTICLEIII
REDEMPTION OF BONDS
PRIVILEGE OF REDEMPTION .............................. 25
SELECTION OF BONDS TO BE REDEEMED .................. 25
NOTICE OF REDEMPTION ................................. 25
REDEMPTION OF PORTIONS OF BONDS ..................... 26
PAYMENT OF REDEEMED BONDS .......................... 26
(i)
ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 4.01
SECTION 4.02
SECTION 4.03
SECTION 4.04.
SECTION 4.05.
SECTION 4.06
SECTION 4.07
SECTION 4.08
SECTION 4.09
BONDS NOT TO BE iNDEBTEDNESS OF ISSUER .............. 27
SECURITY FOR BONDS .................................... 27
CONSTRUCTION FUND .................................... 27
FUNDS AND ACCOUNTS ................................... 28
FLOW OF FUNDS .......................................... 29
REBATE FUND ........................................... 35
iNVESTMENTS ........................................... 35
SEPARATE ACCOUNTS .................................... 36
COVENANT TO BUDGET AND APPROPRIATE ................ 37
SECTION 5.01
SECTION 5.02.
SECTION 5.03.
SECTION 5.04.
SECTION 5.05.
SECTION 5.06.
SECTION 5.07
ARTICLE V
COVENANTS
GENERAL ................................................ 37
BOOKS AND RECORDS .................................... 37
ANNUAL AUDIT .......................................... 37
NO IMPAIRMENT .......................................... 38
COLLECTION OF PLEDGED REVENUES ...................... 38
COVENANTS WITH CREDIT BANKS AND INSURERS .......... 38
FEDERAL iNCOME TAXATION COVENANTS ................ 38
ARTICLE VI
SUBORDiNATED INDEBTEDNESS AND ADDITIONAL BONDS
SECTION 6.01
SECTION 6.02
SECTION 6.03.
SECTION 6.04
SUBORDINATED INDEBTEDNESS .......................... 39
ISSUANCE OF ADDITIONAL BONDS ........................ 39
ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY
STATUS WITH BONDS ..................................... 41
BOND ANTICIPATION NOTES .............................. 41
(ii)
SECTION 7.01
SECTION 7.02
SECTION 7.03
SECTION 7.04
SECTION 7.05
SECTION 7.06.
SECTION 7.07
ARTICLE VII
DEFAULTS AND REMEDIES
EVENTS OF DEFAULT ..................................... 41
REMEDIES ............................................... 42
REMEDIES CUMULATIVE ................................. 42
WAIVER OF DEFAULT .................................... 43
APPLICATION OF MONEYS AFTER DEFAULT ................ 43
CONTROL BY INSURER OR CREDIT BANKS ................. 44
INSURER THIRD PARTY GUARANTEE ...................... 44
SECTION 8.01
SECTION 8.02
SECTION 8.03.
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
CONSENT ................................................ 45
SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND INSURER'S OR CREDIT BANK'S CONSENT .............. 46
AMENDMENT WITH CONSENT OF INSURER OR CREDIT BANK
ONLY .................................................... 47
SECTION 9.01
SECTION 9.02
SECTION 9.03
SECTION 9.04
SECTION 9.05
SECTION 9.06
SECTION 9.07
ARTICLE IX
MISCELLANEOUS
DEFEASANCE ............................................ 48
CAPITAL APPRECIATION BONDS ........................... 49
SALE OF BONDS .......................................... 49
SEVERABILITY OF INVALID PROVISIONS ................... 50
VALIDATION AUTHORIZED ............................... 50
REPEAL OF INCONSISTENT RESOLUTIONS .................. 50
EFFECTIVE DATE ......................................... 51
Exhibit A - Description of Series 2003 Project
(iii)
RESOLUTION NO. R-03-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEBASTIAN, FLORIDA AUTHORIZING THE ISSUANCE OF
THE CITY OF SEBASTIAN, FLORIDA INFRASTRUCTURE
SALES SURTAX REVENUE BONDS TO FINANCE THE
CONSTRUCTION OF CERTAIN CAPITAL IMPROVEMENTS
IN AND FOR THE CITY; PLEDGING THE PROCEEDS OF
THE LOCAL GOVERNMENT INFRASTRUCTURE SURTAX
RECEIVED BY THE CITY TO SECURE PAYMENT OF THE
PRINCIPAL, INTEREST AND PREMIUM, IF ANY, ON SAID
BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS
OF SUCH BONDS; PROVIDING FOR CERTAIN
ADDITIONAL MATTERS IN RESPECT TO SAID BONDS;
PROVIDING FOR SEVERABILITY AND PROVIDING FOR
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN,
FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01 DEFINITIONS. When used in this Resolution, the following terms
shall have the following meanings, unless the context clearly otherwise requires:
"Accreted Value" shall mean, as of any date of computation with respect to any Capital
Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the
principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond
from the date of delivery to the original purchasers thereof to the Interest Payment Date next
preceding the date of computation or the date of computation if an Interest Payment Date, such
interest to accrue at a rate not exceeding the legal rate, compounded semiannually, plus, with respect
to matters related to the payment of the Capital Appreciation Bonds prior to the maturity thereof, if
such date of computation shall not be an Interest Payment Date, a portion of the difference between
the Accreted Value as of the immediately preceding Interest Payment Date and the Accreted Value
as of the immediately succeeding Interest Payment Date, calculated based on the assumption that
Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a
360-day year.
"Act" shall mean Chapter 166, Florida Statutes, Section 212.055(2), Florida Statutes, the
City Charter of the City of Sebastian and other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions of
Section 6.02 hereof on a parity with the Series 2003 Bonds.
"Additional Project" shall mean the acquisition, construction and improvement of such
properties as may be financed by a pledge of the Pledged Funds pursuant to the Act.
"Amortization Installment" shall mean an mount designated as such by Supplemental
Resolution of the Issuer and established with respect to Term Bonds.
"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 Payment Account made from
Bond proceeds, (2) principal of Outstanding Serial Bonds maturing in such Fiscal Year, and (3) the
Amortization Installments herein designated with respect to such Fiscal Year. For purposes of this
definition, all amounts payable on a Capital Appreciation Bond shall be considered a principal
payment due in the year of its maturity or earlier mandatory redemption.
"Authorized Investments" shall mean any of the following, if and to the extent that the
same are at the time legal for investment of funds of the Issuer:
(1) Direct obligations of the United States of America and securities fully and
unconditionally guaranteed as to the timely payment of principal and interest by the United
States of America, provided, that the full faith and credit of the United States of America
must be pledged to any such direct obligation or guarantee ("Direct Obligations").
(2) Direct obligations and fully guaranteed certificates of beneficial interest of the
Export-Import Bank of the United States; senior debt obligations of the Federal Home Loan
Banks; debentures of the Federal Housing Administration; guaranteed mortgage-backed
bonds and guaranteed pass-through obligations of the Government National Mortgage
Association; guaranteed Title XI financing of the U.S. Maritime Administration; mortgage-
backed securities and senior debt obligations of the Federal National Mortgage Association;
participation certificates and senior debt obligations of the Federal Home Loan Mortgage
Corporation; and obligations of the Resolution Funding Corporation (collectively, "Agency
Obligations").
(3) Direct obligations of any state of the United States of America or any
subdivision or agency thereof whose unsecured general obligation debt is rated "AY' or
better by Moody's and "A-" or better by Standard & Poor's, or any obligation fully and
unconditionally guaranteed by any state, subdivision or agency whose unsecured general
obligation debt is rated "A3" or better by Moody's and "A-" or better by Standard & Poor's.
(4) Commercial paper rated "Prime-l" by Moody's and "A-l" or better by
Standard & Poor's.
(5) Obligations rated "A3" or better by Moody's and "A-" or better by St~andard
& Poor's.
(6) Deposits, Federal funds or bankers acceptances 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 fully and timely payment of
such deposit or similar obligation is enforceable against the principal office or any branch
of such bank, which:
A. has an unsecured, uninsured and unguaranteed obligation rated
"Prime-1" or "A3" or better by Moody's and "A-I" or "A-" or better by Standard&
Poor's, or
B. is the lead bank of a parent holding company with an uninsured,
unsecured and unguaranteed obligation meeting the rating requirements in A. above.
(7) Deposits of any bank or savings and loan association which has combined
capital, surplus and undivided profits of not less than $3 million, provided such deposits are
fully insured by the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
(8) Investments in a money-market fund rated "Am" or Am-G" or better by
Standard & Poor's or rated "A" or better by Moody's.
(9) Repurchase agreements with a term of one year or less with any institution
with debt rated "AA" by Standard & Poor's or "Aa" by Moody*s or commercial paper rated
"A-l" by Standard & Poor's or "Prime-l" by Moody's.
(10) Repurchase agreements collateralized by Direct Obligations or Agency
Obligations with any registered broker/dealer subject to the Securities Investors' Protection
Corporation jurisdiction or any connnercial bank, if such broker/dealer or bank has an
uninsured, unsecured and unguaranteed obligation rated "Prime-1" or "A3" or better by
Moody's, and "A-1" or "A-" or better by Standard & Poor's, provided:
A. a master repurchase agreement or specific written, repurchase
agreement governs the transaction; and
B. the securities are held free and clear of any lien by the Issuer or an
independent third party acting solely as agent for the Issuer, 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 $25 million, or (iii) a bank approved in writing for such purpose by
Financial Guaranty, and the Issuer shall have received written confirmation from
such third party that it holds such securities, free and clear of any lien, as agent for
the Issuer; and
C. a perfected first security interest under the Uniform Commercial
Code, or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R.
350.0 et seq. in such securities is created for the benefit of the Issuer; and
D. the repurchase agreement has a term of thirty days or less, or the Issuer
will value the collateral securities no less frequently than monthly 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 repurchase agreement matures at least ten days (or other
appropriate liquidation period) prior to a debt service payment date; and
F. 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 100%.
(11) Investment agreements with a bank or insurance company which has an
unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated "A3" or
better by Moody's and "A-" or better by Standard & Poor's, or is the lead bank of a parent
bank holding company with an uninsured, unsecured and unguaranteed obligation meeting
such rating requirements, provided:
A. interest is paid at least semi-annually at a fixed rate during the entire
tem~ of the agreement, consistent with bond payment dates, and
B. moneys invested thereunder may be withdrawn without any penalty,
premium or charge upon not more than one day's notice (provided such notice may
be amended or cancelled at any time prior to the withdrawal date), and
C. the agreement is not subordinated to any other obligations of such
insurance company or bank, and
D. the same guaranteed interest rate will be paid on any future deposits
made to restore the reserve to its required amount, and
E. the Issuer receives an opinion of counsel that such agreement is an
enforceable obligation of such insurance company or bank.
(12) Units of participation in the Local Government Surplus Funds Trust Fund
established pursuant to Part IV, Chapter 218, Florida Statutes, or any similar common trust
fund which is established pursuant to State law as a legal depository of public moneys; or
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( 13 ) Other investments approved by the Insurer or Insurers of the Bonds, provided
all Outstanding Bonds are insured as to payment by such Insurer or Insurers.
"Authorized Issuer Officer" shall mean the City Manager or his designee, and, when used
in reference to any act or document, also means any other person authorized by resolution o£the
Issuer to perform such act or sign such document.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or 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.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference to
a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond
or Bonds as provided in the registration books of the Issuer.
"Bond Insurance Policy" shall mean the municipal bond insurance policy or policies issued
by an Insurer guaranteeing the payment of the principal of and interest on any portion of the Bonds.
"Bond Year" shall mean the period commencing on and ending on the dates specified by
Supplemental Resolutions of the Issuer.
"Bond" or "Bonds" shall mean the Series 2003 Bonds, together with any Additional Bonds
issued pursuant to this Resolution and any Subordinated Indebtedness which accedes to the status
of Bonds pursuant to Section 6.03 hereof.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on which the
Issuer or the Paying Agent is authorized by law to remain closed.
"Capital Appreciation Bonds" shall mean those Bonds so designated by Supplemental
Resolution, which may be either Serial Bonds or Term Bonds and which shall bear interest payable
only at maturity or redemption. In the case of Bonds that convert to or from Capital Appreciation
Bonds with interest payable prior to maturity or mandatory redemption of such Bonds, such Bonds
shall be considered Capital Appreciation Bonds only during the period of time interest accrues and
is not payable to the Holder thereof.
"City Council" shall mean the City Council of the City of Sebastian, Florida or its successor
in function.
"City Manager" shall mean the City Manager of the City of Sebastian, Florida and such
other person as may be duly authorized to act on his or her behalf.
"Clerk" shall mean the City Clerk of the City of Sebastian, Florida and such other person
as may be duly authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and
rules thereunder in effect or proposed.
"Construction Fund" shall mean the City of Sebastian Infrastructure Sales Surtax Revenue
Bond Fund established pursuant to Section 4.03 hereof.
"Cost" or "Costs" 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, and if advisable by the
Issuer, for up to one (1) year after the end of, the construction period of such Project; (6) engineering,
legal and other consultant fees and expenses; (7) costs and expenses of the financing incurred during,
and if advisable by the Issuer, for up to one (1) year after the end of, the construction period for such
Project, including audits, fees and expenses of any Paying Agent, Registrar, Insurer, 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; (10) any other costs properly attributable to such construction or
acquisition, as determined by generally accepted accounting principles and shall 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 any particular Series of 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 any particular Series of Bonds, a letter of credit, a line
of credit or another credit or legal 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 City of Sebastian Infrastructure Sales Surtax Revenue
Bond Debt Service Fund established pursuant to Section 4.04 hereofi
"Event of Default" shall mean any Event of Default specified in Section 7.01 of this
Resolution.
"Federal Securities" shall mean obligations described in paragraph (1) of the definition of
"Authorized Investments." "Federal Securities" shall also include direct obligations of the United
States Treasury, CATS, STRPS, Refcotp interest strips and TIGRS; provided such obligations do
not permit redemption prior to maturity at the option of the obligor.
"Finance Director" shall mean the Finance Director of the City of Sebastian and such other
person as may be duly authorized to act on his or her behalf.
"Fiscal Year" shall mean the twelve month 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.
"Fitch" shall mean Fitch, Inc., and any assigns and successors thereto.
"Infrastructure Sales Surtax" shall mean an infrastructure sales tax of not less than one
pement imposed pursuant to the provisions of Section 212.055, Florida Statutes, or any successor
provision.
"Infrastructure Sales Surtax Revenues" shall mean the proceeds of any Infrastructure
Sales Surtax received by the Issuer.
"Insurer" shall mean such Person as shall be in the business of insuring or guaranteeing the
payment of principal of and interest on municipal securities and whose credit is such that, at the time
of any action or consent required or permitted by the Insurer pursuant to the terms of this Resolution,
all municipal securities insured or guaranteed by it are then rated, because of such insurance or
guarantee, in one of the two most secure grades by one of the Rating Agencies.
"Interest Payment Date" shall mean October 1 and April 1 of each year or such date or
dates as shall be provided by Supplemental Resolution.
"Issuer" shall mean the City of Sebastian, Florida.
"Maximum Annual Debt Service" shall mean the largest aggregate mount of the Annual
Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds,
a numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at
any particular time bear.
"Mayor" shall mean the Mayor of the City of Sebastian and such other person as may be
duly authorized to act on his or her behalf.
"Moody's" shall mean Moody's Investors Service, Inc., and any assigns and successors
thereto.
"Non-Ad Valorem Revenues" shall mean all revenues of the Issuer derived from any source
whatsoever other than ad valorem taxation on real or personal property, which are legally available
to make the payments required herein, but only after provision has been made by the Issuer for the
payment of all essential or legally mandated services.
"Outstanding" refers to all Bonds as of any particular date which shall have been
authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been
issued under agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by
the Holder thereof in exchange for other Bond or Bonds under Sections 2.06 and 2.08 hereof, (3)
Bonds deemed to have been paid pursuant to Section 9.01 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 a particular Series of Bonds appointed by
or pursuant to the applicable Supplemental Resolution and its successor or assigns, and any other
Person which may at any time be substituted in its place pursuant to a Supplemental Resolution.
"Payment Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Person" shall mean an individual, a corporation, a partnership, an association, aj oint stock
company, a trust, any unincorporated organization, governmental entity or other legal entity.
"Pledged Funds" shall mean (1) Infrastructure Sales Surtax Revenues and (2) until applied
in accordance with the provisions of this Resolution, all moneys, including investments thereof, in
the accounts and subaccounts established hereunder, except (A) amounts in the Rebate Fund and (B)
moneys set aside in a particular account of the Reserve Account if such moneys shall be pledged
solely for the payment of the Series of Bonds for which it was established in accordance with the
provisions hereofi
"Prerefunded Obligations" shall mean any bonds or other obligations of any state of the
United States of America or of any agency, instrumentality or local governmental unit of any such
state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have
been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of
redemption and to call such bonds for redemption on the date or dates specified in such instructions,
(2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held
by a fiduciary consisting only of cash or Federal Securities, secured in the manner set forth in Section
9.01 hereof, which fund may be applied only to the payment of such principal of, redemption
premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof
or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may
be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited
in such fund along with any cash on deposit in such fund are sufficient to pay principal of,
redemption premium, if any, and interest on the bonds or other obligations on the maturity date or
dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to
in clause (1) above and are not available to satisfy any other claims, including those against the
fiduciary holding the same, and (4) which are rated in the highest rating category (without regard to
gradations, such as "plus" or "minus" of such categories) of two of the Rating Agencies.
"Project" shall mean, collectively, the Series 2003 Project and any Additional Project.
"Rating Agencies" shall mean, collectively, Fitch, Moody's and Standard & Poor's.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.04 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 this Resolution.
"Refunding Securities" shall mean Federal Securities and Prerefunded Obligations.
"Registrar" shall mean any registrar for a particular Series of Bonds appointed by or
pursuant to the applicable Supplemental Resolution and its successors and assigns, and any other
Person which may at any time be substituted in its place pursuant to this Resolution or a
Supplemental Resolution.
"Reserve Account" shall mean the account established pursuant to Section 4.04 hereofi
"Reserve Account Credit Instrument" shall mean a Reserve Account Insurance Policy
and/or a Reserve Account Letter of Credit.
"Reserve Account Insurance Policy" shall mean the insurance policy placed in the Reserve
Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05 (A)(2)
hereof.
"Reserve Account Letter of Credit" shall mean a letter of credit or line of credit or other
credit facility (other than a Reserve Account Insurance Policy) placed in the Reserve Account in lieu
of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(2) hereof.
"Reserve Account Requirement" shall mean, as of any date of calculation for a particular
subaccount of the Reserve Account, an amount equal to the least of (1) Maximum Annual Debt
Service for all Outstanding Bonds which are secured by such subaccount, (2) 125% of the average
annual debt service for all Outstanding Bonds which are secured by such subaccount, or (3) 10% of
the proceeds of Outstanding Bonds which are secured by such subaccount. In computing the Reserve
Account Requirement in respect of any subaccount of the Reserve Account which secures Bonds that
constitute Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater
of(a) 110% of the daily average interest rate on such Variable Rate Bonds during the 12 months
ending with the month preceding the date of calculation, or such shorter period of time that such
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Bonds shall have been Outstanding, or (b) the actual rate of interest borne by the Variable Rate
Bonds on such date of calculation; provided, in no event shall the Reserve Account Requirement as
adjusted on such date of calculation exceed the lesser of the amounts specified in the immediately
preceding sentence. In computing the Reserve Account Requirement in accordance with clause (3)
of this definition in respect of any Capital Appreciation Bonds, the principal amount of such Bonds
shall be the original principal amount thereof, not the Accreted Value.
"Resolution" shall mean this Resolution, as the same may from time to time be amended,
modified or supplemented.
"Revenue Fund" shall mean the City of Sebastian Infrastructure Sales Surtax Revenue Bond
Revenue Fund established pursuant to Section 4.04 hereof.
"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 2.02 hereof or 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.
"Series 2003 Bonds" shall mean the Issuer's Infrastructure Sales Surtax Revenue Bonds,
Series 2003 authorized pursuant to a Supplemental Resolution of the Issuer.
"Series 2003 Project" shall mean the acquisition and construction of certain capital
improvements, as described in Exhibit A attached hereto.
"State" shall mean the State of Florida.
"Standard & Poor's" shall mean Standard & Poor's Public Finance Ratings, A Division of
the McGraw-Hill Companies, Inc., and any assigns and successors thereto.
"Subordinated Indebtedness" shall mean indebtedness of the Issuer, subordinate and junior
to the Bonds as to payment thereof from the Pledged Funds, issued or incurred in accordance with
the provisions of Section 6.01 hereof.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Sections 8.0 I, 8.02 and 8.03 hereof.
"Taxable Bonds" means any those Bonds which state, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income taxation
purposes or that such interest is subject to federal income taxation.
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"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
or by Supplemental Resolution.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall
refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include the feminine gender and vice versa.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02 AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that
adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly
provided in the Act, that each and every matter and thing as to which provision is made herein is
necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act
and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer
heroin exemised are in each case exercised in accordance with the provisions of the Act and in
furtherance of the purposes of the Issuer.
SECTION 1.03 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 a part of the contract of the Issuer with the Holders
of the Bonds and any Credit Bank and/or any Insurer, and shall be deemed to be and shall constitute
a contract between the Issuer, the Holders from time to time of the Bonds and any Credit Bank
and/or 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 said Bonds and any Credit Bank
and/or any Insurer, but only in accordance with the terms hereof. 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 1.04 FINDINGS. It is hereby ascertained, determined and declared:
(A) That the Issuer deems it necessary, desirable and in the best interests of the Issuer that
the Series 2003 Project be constructed.
(B) That the Series 2003 Project shall be financed by the proceeds of the Series 2003
Bonds issued pursuant to this Resolution and other available revenues of the Issuer.
11
(C) That the Pledged Funds are not pledged or encumbered in any manner.
(D) That the estimated Pledged Funds will be sufficient to pay the principal of and interest
on the Bonds to be issued pursuant to this Resolution, as the same become due, and all other
payments provided for in this Resolution.
(E) That the principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution will be paid solely from the
Pledged Funds in accordance with the terms hereof; and the ad valorem taxing power of the Issuer
will never be necessary or authorized to pay the principal of and interest on the Bonds to be issued
pursuant to this Resolution, or to make any other payments provided for in this Resolution, and the
Bonds shall not constitute a lien upon any property whatsoever of or in the Issuer, other than the
Pledged Funds.
SECTION 1.05 AUTHORIZATION OF SERIES 2003 PROJECT. The Issuer
hereby authorizes the construction of the Series 2003 Project.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 2.01 AUTHORIZATION OF BONDS. This Resolution creates an issue
of Bonds of the Issuer to be designated as "City of Sebastian, Florida Infrastructure Sales Surtax
Revenue Bonds" which may be issued in one or more Series as hereinafter provided. The aggregate
principal amount of the Bonds which may be executed and delivered under this Resolution is not
limited except as is or may hereafter be provided in this Resolution or as limited by the Act or by
applicable law.
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 Supplemental Resolution.
The Bonds shall be issued in such denominations and such form, whether coupon or
registered; shall be dated such date; shall bear such numbers; shall be payable at such place or places;
shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature
in such years and amounts; and the proceeds shall be used in such manner; all as determined by
12
Supplemental Resolution. The Issuer may issue Bonds which may be secured by a Credit Facility
or by a Bond Insurance Policy all as shall be determined by Supplemental Resolution. The Issuer
may delegate approval of the terms, details and sale of a Series of Bonds to an Authorized Issuer
Officer pursuant to a Supplemental Resolution.
SECTION 2.02.
BONDS.
AUTHORIZATION AND DESCRIPTION OF SERIES 2003
(A) A Series of Bonds entitled to the benefit, protection and security of this Resolution
are hereby authorized in the aggregate principal amount of not exceeding $9,500,000 for the
principal purposes of funding the Series 2003 Project, funding the appropriate subaccount of the
Reserve Account and paying certain costs of issuance incurred with respect to the Series 2003
Bonds. Such Series of Bonds shall be designated as, and shall be distinguished from the Bonds of
all other Series by the title, "City of Sebastian, Florida Infrastructure Sales Surtax Revenue Bonds,
Series 2003;" provided the Issuer may change such designation in the event that the total amount of
Series 2003 Bonds authorized heroin are not issued in a simultaneous transaction.
(B) The Series 2003 Bonds shall be dated as of the first day of the month in which occurs
the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof or such other date as
may be set forth by Supplemental Resolution of the Issuer; shall be issued as fully registered Bonds;
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, payable in such manner and on such dates; shall consist of such amounts of
Serial Bonds, Term Bonds, Variable Rate Bonds and Capital Appreciation Bonds; maturing in such
amounts and in such years not exceeding forty (40) (or such longer or shorter period as may be
permitted by law at the time of issuance) years from their date; shall be payable in such place or
places; shall have such Paying Agents and Registrars; and shall contain such redemption provisions;
all as the Issuer shall provide hereafter by Supplemental Resolution.
(C) The principal of or Redemption Price, if applicable, on the Series 2003 Bonds are
payable upon presentation and surrender of the Series 2003 Bonds at the office of the Paying Agent.
Interest payable on any Series 2003 Bond on any Interest Payment 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 Payment 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. All payments of principal of or Redemption Price,
if applicable, and interest on the Series 2003 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.
SECTION 2.03. APPLICATION OF SERIES 2003 BOND PROCEEDS. Except
as otherwise provided by Supplemental Resolution of the Issuer, the proceeds derived from the sale
13
of the Series 2003 Bonds, including accrued interest and premium, if any, shall, simultaneously with
the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof, be applied by the Issuer
as follows:
(1) Accrued interest shall be deposited in the Payment Account and shall be used only
for the purpose of paying the interest which shall thereafter become due on the Series 2003 Bonds.
(2) A sufficient amount of Series 2003 Bond proceeds shall be deposited in the
appropriate subaccount of the Reserve Account which, together with any Authorized Investments
and securities on deposit therein and Reserve Account Insurance Policy and/or Reserve Account
Letter of Credit obtained in accordance with Section 4.05(A)(2) hereof, shall equal the Reserve
Account Requirement for such subaccount.
(3) A sufficient amount of the Series 2003 Bond proceeds shall be applied to the payment
of costs and expenses relating to the issuance of the Series 2003 Bonds which must be paid upon
delivery of the Series 2003 Bonds. Such amount may, at the option of the Issuer, be deposited in and
disbursed from the Construction Fund.
(4) The remainder of the proceeds of the Series 2003 Bonds shall be deposited to the
appropriate subaccount of the Construction Fund and applied to pay the Costs of the Series 2003
Project.
SECTION 2.04 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 City Manager 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 2.05 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
14
Resolution. The form of such certificate shall be substantially in the form provided in Section 2.10
hereof.
SECTION 2.06 TEMPORARY BONDS. Until the definitive Bonds of any Series
are prepared, the Issuer may execute, in the same manner as is provided in Section 2.04, and deliver,
upon authentication by the Registrar pursuant to Section 2.05 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 Issuer by subsequent resolution and with such omissions, insertions and variations as may be
appropriate to temporary Bonds. The Issuer, at his 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 2.07 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 his
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 asthe Issuer
and the Registrar may incur. All Bonds so surrendered 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 2.07 shall constitute original
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.
SECTION 2.08 EXCHANGE 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 his 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.
15
The Bonds issued under this Resolution shall be and have all the qualities and incidents of
negotiable instruments under the Uniform Commercial Code 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 maintain and keep, 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 his 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
his 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 his 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, forthwith (A) following the fifteenth day prior to an Interest Payment 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, shall certify and furnish to such Paying Agent the names, addresses and holdings of
Bondholders and any other relevant information reflected in the registration books. Any Paying
Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check
to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such
Holder transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Issuer
shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with
the provisions of this Resolution. Execution of Bonds by the Mayor, City Manager and Clerk for
purposes of exchanging, replacing or transferring of 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 held by the Registrar in safekeeping until directed by the Issuer to 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 Payment Date on the Bonds of such Series (other than Capital
Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Bonds
16
of such Series, then for the Bonds subject to redemption during the fifteen (15) days next preceding
the date of the first mailing of notice of such redemption and continuing until such redemption date.
Upon the occurrence of an Event of Default which would require the Issuer to pay a claim
under its bond insurance policy, said Insurer and its designated agent shall be provided with access
to the registration books for the particular Series of insured 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 Supplemental Resolution.
SECTION 2.09 COUPON BONDS. The Issuer, at its discretion, and provided it has
obtained an opinion of Bond Counsel that such action will not cause interest on the Bonds to be
included in gross income for purposes of federal income taxation, may by Supplemental Resolution
authorize the issuance of coupon Bonds, registrable as to principal only or as to both principal and
interest. Such Supplemental Resolution shall provide for the negotiability, transfer,
interchangeability, denominations and form of such Bonds and coupons appertaining thereto.
SECTION 2.10 FORM OF BONDS. The text of the Bonds, except as otherwise
provided pursuant to Section 2.09 hereof and except for Capital Appreciation Bonds and Variable
Rate Bonds, the form of which shall be provided by Supplemental Resolution, 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, City Manager or the Clerk prior to the issuance thereof
(which necessity and/or desirability and approval shall be presumed by such officer's execution of
the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof):
17
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF SEBASTIAN
INFRASTRUCTURE SALES SURTAX REVENUE BOND,
SERIES [ 1
MATURITY DATE
INTEREST RATE
DATE OF
ORIGINAL ISSUE CUSIP
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Sebastian, Florida, a
municipal corporation of the State of Florida (the "Issuer"), for value received, hereby promises to
pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above,
or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal
Amount identified above and to pay interest on such Principal Amount from the Date of Original
Issue 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 and of each year
commencing ,20__ until such Principal Amount shall have been paid, 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 at the designated corporate trust office of
.... as 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
18
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 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 such Paying Agent, and at the request and expense of such
Registered Holder, by bank wire transfer for the account of such Holder.
This Bond is one of an authorized issue of Bonds 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 ., 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, Florida Statutes, the City Charter of the City of Sebastian and other
applicable provisions of law (the "Act"), and a resolution duly adopted by the City Council of the
Issuer, on ,20__, as amended and supplemented (the "Resolution"), and is
subject to all the terms and conditions of the Resolution. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and a
pledge of (i) the Infrastructure Sales Surtax Revenues (as defined in the Resolution) and (ii) until
applied in accordance with the provisions of the Resolution, all moneys, including investments
thereof, in certain of the funds and accounts established by the Resolution, all in the manner and to
the extent described in the Resolution (collectively, the "Pledged Funds").
The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as
"bonds" within the meaning of any constitutional or statutory provision, but shall be special
obligations of the Issuer, payable solely from and secured by a prior lien upon and pledge of the
Pledged Funds in accordance with the terms of this Resolution. It is expressly agreed by the
Registered Holder of this Bond that the full faith and credit of the Issuer, the State of Florida, or any
political subdivision thereof, are not pledged to the payment of the principal of, premium, if any, and
interest on this Bond and that such Holder shall never have the right to require or compel the
exercise of any taxing power of the Issuer, the State of Florida, or any political subdivision thereof,
to the payment of such principal, premium, if any, and interest. This Bond and the obligation
evidenced hereby shall not constitute a lien upon the Series __ Project or any other property of
the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds
in accordance with the terms of the Resolution.
Neither the members of the City Council 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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE
HEREOF.
19
This Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City Council of the City of Sebastian, Florida has issued
this Bond and has caused the same to he executed by the manual or facsimile signature of its Mayor
and City Manager, and by the manual or facsimile signature of its Clerk and its corporate seal or a
facsimile thereof to be affixed or reproduced hereon, all of the __ day of ., 20__.
CITY OF SEBASTIAN, FLORIDA
(SEAL)
By:
Mayor
By:.
City Manager
ATTEST:
By:
Clerk
20
(Provisions on Reverse Side of Bond)
This Bond is transferable in accordance with the terms of the Resolution only upon the books
of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the
Registered Holder hereof in person or by his 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 his 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, therein prescribed. For every such exchange or
registration of transfer, 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 registration of transfer. The Bonds are issuable in the form of fully registered Bonds in the
denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal
amount of the Bonds. 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 the Bonds during the fifteen (15) days next
preceding an Interest Payment Date or, in the case of any proposed redemption of the Bonds, then,
for the Bonds subject to such redemption, during the fifteen (15) days next preceding the date of the
first mailing of notice of such redemption and continuing to the redemption date.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as provided in the
Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to
the Registered Holder hereof at the address shown on the registration books maintained by the
Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any
defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to
which no such failure or defect has occurred. In the event that less than the full principal amount
hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond
in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed
portion of principal, as provided in the Resolution.
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the pledge and
covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and
covenants, and the rights, duties, immunities and obligations of the Issuer.
21
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 the issuance o£this Bond, exist, have happened and
have been performed, in regular and due form and time as required by the laws and Constitution of
the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any
constitutional or statutory limitations or provisions.
22
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Print or Typewrite Name and Address of Transferee)
(Please iasert Social Security or other Taxpayers Identification Number of Transferee)
the within Bond and does hereby irrevocably constitute and appoint
to transfer the said Bond
on the books kept for registration thereof with full power of substitution in the premises.
Dated:
NOTICE: Signature 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.
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
Custodian for
Custodian)
under
Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
23
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 Officer
24
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01 PRIVILEGE OF REDEMPTION. The terms of this Article III shall
apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The
terms and provisions relating to redemption of each Series of Bonds, Capital Appreciation Bonds
and Variable Rate Bonds shall be provided by Supplemental Resolution.
SECTION 3.02 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-five (45) 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 by
the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by
such method as the Registrar shall deem fair and appropriate and which may provide for the selection
for redemption of Bonds or portions of Bonds in principal mounts of $5,000 and integral multiples
thereof.
If less than all of the Outstanding Bonds ora 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 3.03 NOTICE OF REDEMPTION. Notice of such redemption shall
specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for
redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the
Paying Agents of such Bonds, (B) shall be mailed first class, postage prepaid, at least thirty (30) days
prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear
on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall
be mailed, certified mail, postage prepaid, at least thirty-five (35) days prior to the redemption date
to the registered securities depositories and two or more nationally recognized municipal bond
information services. Failure to mail such notice to such depositories or services or the Holders of
the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of
Bonds as to which no such failure or defect has occurred.
Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being redeemed,
(2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each
Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such
notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number
(and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to
be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the
principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued
25
thereon to the redemption date, and that from and after such date interest thereon shall cease to
accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the principal office of the Registrar at an address
specified, and (10) the name and telephone number of a person designated by the Registrar to be
responsible for such redemption
In addition to the mailing of the notice described above, each notice of redemption and
payment of the Redemption Price shall meet the following requirements; provided, however, the
failure to provide such further notice of redemption or to comply with the terms of this paragraph
shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as
prescribed above:
(A) Each further notice of redemption shall be sent by certified mail or overnight delivery
service or telecopy to all registered securities depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds (such depositories now being The Depository
Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois and
Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to two or more national
information services which disseminate notices of prepayment or redemption of obligations such as
the Bonds.
(B) Each further notice of redemption shall be sent to such other Person, if any, as shall
be required by applicable law or regulation.
The notice of redemption described in this paragraph need not be given as described above if the
Bonds called for redemption are registered pursuant to a book-entry-only system.
SECTION 3.04 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 his 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 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.
SECTION3.05 PAYMENT OF REDEEMED BONDS. Notice of redemption
having been given substantially as aforesaid, the Bonds or portions of Bonds so 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. All Bonds which have been
redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued.
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ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 4.01 BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds
shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the
meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer,
payable solely from and secured by a prior lien upon and pledge of the Pledged Funds in accordance
with the terms of this Resolution. It is expressly agreed by the Registered Holder of any Bond that
the full faith and credit of the Issuer, the State of Florida, or any political subdivision thereof, are not
pledged to the payment of the principal of, premium, if any, and interest on any Bond and that such
Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer,
the State of Florida, or any political subdivision thereof, to the payment of such principal, premium,
if any, and interest. No Bond and the obligation evidenced thereby shall constitute a lien upon the
Project or any other property of the Issuer, but shall constitute a lien only on, and shall be payable
solely from, the Pledged Funds in accordance with the terms of this Resolution. No Holder of any
Bond or any Credit Bank or Insurer shall ever have the right to compel the exercise of any ad
valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys
of the Issuer except from the Pledged Funds in the manner provided herein.
The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.02 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 Bond Insurance Policy in addition to the security provided
herein; and provided further that a Series of Bonds may be secured independently of any other Series
of Bonds by the establishment of a Reserve Account for such Series of Bonds. 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 in accordance with the provisions hereof.
SECTION 4.03 CONSTRUCTION FUND. The Issuer covenants and agrees to
establish a separate fund, to be known as the "City of Sebastian, Florida Infrastructure Sales Surtax
Revenue Bond Construction Fund," which shall be used only for payment of the Costs of the
Projects. Moneys in the Construction Fund, until applied in payment of any item of the Cost ora
Project in the manner hereinafter provided, shall be held in trust by the Issuer and shall be subject
to a llen and charge in favor of the Holders of the Bonds 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 Supplemental Resolution.
The Issuer shall establish within the Construction Fund a separate account for the Series 2003
Project and each Additional Project, the Cost of which is to be paid in whole or in part out of the
Construction Fund.
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The Issuer covenants that the acquisition, construction and installation 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 paymentto 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 ofa 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 Holder of any of the
Bonds or the agent or representative of any Holder of any of the Bonds.
Notwithstanding any of the other provisions of this Section 4.03, to the extent that other
moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment
of principal and interest on Bonds when due.
The date of completion of any Project shall be determined by the Authorized Issuer Officer
who shall certify such fact in writing to the City Council. Promptly after the date of the completion
ora Project, and atter paying or making provisions for the payment of all unpaid items of the Cost
of such Project, the Issuer shall deposit in the following order of priority any balance of moneys
remaining in the Construction Fund in (1) another account of the Construction Fund for which the
Authorized Issuer Officer has stated that there are insufficient moneys present to pay the Cost of the
related Project, (2) the Reserve Account, to the extent ora deficiency therein, and (3) such other fund
or account established hereunder as shall be determined by the City Council, 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 purposes of federal income
taxation.
SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees to
establish separate funds to be known as the "City of Sebastian Infrastructure Sales Surtax Revenue
Bond Revenue Fund", the "City of Sebastian Infrastructure Sales Surtax Revenue Bond Debt Service
Fund" and the "City of Sebastian Infrastructure Sales Surtax Revenue Bond Rebate Fund." The
Issuer shall maintain in the Debt Service Fund two accounts: the "Payment Account" and the
"Reserve Account." Moneys in the aforementioned funds and accounts, other than the Rebate Fund,
until applied in accordance with the provisions hereof, shall be subject to a prior lien and charge in
favor of the Holders of the Bonds and for the further security of such Holders.
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The Issuer shall at any time and from time to time appoint one or more depositories to hold,
for the benefit of the Bondholders, any one or more of the fimds and accounts established hereby.
Such depository or depositories 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 agent and employees. Any such depository shall
be either the Florida State Board of Administration or a bank or trust company duly authorized to
exercise corporate trust powers and subject to examination by federal or state authority, of good
standing, and eligible under the laws of the State to receive funds of the Issuer.
SECTION 4.05. FLOW OF FUNDS.
(A) The Issuer shall promptly deposit, within two Business Days after receipt thereof, the
Infrastructure Sales Surtax Revenues into the Revenue Fund. The moneys in the Revenue Fund shall
be deposited or credited on or before the last day of each month, commencing in the month
immediately following delivery of any of the Bonds to the purchasers thereof, or such later date as
hereinafter provided, in the following manner and in the following order of priority:
(1) Payment Account. The Issuer shall deposit or credit to the Payment Account
from the Revenue Fund the sum which, together with the balance on deposit in said Payment
Account (which may include any other lawfully available funds transferred by the Issuer into
such account), shall equal the interest on all Bonds outstanding (except as to Capital
Appreciation Bonds) accrued and unpaid and to accrue to the end of the then current calendar
month. The Issuer shall also deposit or credit to the Payment Account the sum which,
together with the balance in said Account (which may include any other lawfully available
funds transferred by the Issuer into such account), shall equal the principal amounts on all
Bonds Outstanding due and unpaid and that portion of the principal next due which would
have accrued on such Bonds during the then current calendar month if such principal
amounts were deemed to accrue monthly (assuming that a year consists of twelve (12)
equivalent calendar months having 30 days each) in equal amounts from the next preceding
principal payment due date, or, if there be no such preceding principal payment due date
from a date one year preceding the due date of such principal amount. Commencing in the
month which is one year prior to the first Amortization Installment, there shall also be
deposited or credited to the Payment Account the sum which, together with the balance in
such account, shall equal the Amortization Installments on all Term Bonds Outstanding due
and unpaid and that portion of the Amortization Installments of all Term Bonds Outstanding
next due which would have accrued on such Term Bonds during the then current calendar
month if such Amortization Installments were deemed to accrue monthly (assuming that a
year consists of twelve (12) equivalent calendar months having 30 days each) in equal
amounts from the next preceding Amortization Installment due date, or, if there is no such
preceding Amortization Installment due date, from a date one year preceding the due date of
such Amortization Installment.
Moneys in the Payment Account shall be used to pay interest, principal and
Amortization Installments on all Outstanding Bonds, on a pro-rata basis, as and when the
29
same become due, whether by redemption or otherwise, and for no other purpose. The Issuer
shall adjust the amount of the deposit into the Payment Account not later than the month
immediately preceding any Interest Payment Date so as to provide sufficient moneys in the
Payment Account to pay the interest, principal and Amortization Installments on the Bonds
coming due on such Interest Payment Date.
Serial Capital Appreciation Bonds shall be payable from the Payment Account in the
Bond Year in which such Bonds mature and monthly deposits or credits into the Payment
Account shall commence in the month which is one year prior to the date on which such
Bonds mature.
Amounts accumulated in the Payment Account with respect to any Amortization
Installment (together with amounts accumulated in the Payment Account with respect to
interest, if any, on the Term Bonds for which such Amortization Installment was established)
may be applied by the Issuer, on or prior to the sixtieth (60th) day preceding the due date of
such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity
for which such Amortization Installment was established, or (b) to the redemption at the
applicable Redemption Prices of such Term Bonds, if then redeemable by their terms. The
applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term
Bonds so purchased or redeemed shall be deemed to constitute part of the Payment Account
until such Amortization Installment date, for the purposes of calculating the amount of such
Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any
such Amortization Installment, the Issuer shall proceed to call for redemption on such due
date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the
Series and maturity for which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Amortization Installment date) in such amount as shall
be necessary to complete the retirement of the unsatisfied balance of such Amortization
Installment. The Issuer shall pay out of the Payment Account to the appropriate Paying
Agents, on or before the day preceding such redemption date (or maturity date), the amount
required for the redemption (or for the payment of such Term Bonds then maturing), and
such amount shall be applied by such Paying Agents to such redemption (or payment). All
expenses in connection with the purchase or redemption of Term Bonds shall be paid by the
Issuer from the Revenue Fund.
(2) Reserve Account. The Issuer shall establish within the Reserve Account a
separate subaccount for each Series of Bonds issued hereunder. At the option of the Issuer,
a subaccount may secure more than one Series of Bonds. The moneys on deposit in each
such subaccount shall be applied in the manner provided herein solely for the payment of
maturing principal of, Redemption Price, if applicable (provided that the Reserve Account
may only be applied to the payment of redemption price if all Bonds will be redeemed), or
interest or Amortization Installments on the Series of Bonds for which it is designated and
shall not be available to pay debt service on any other Series.
There shall be deposited to each subaccount of the Reserve Account such sum, if any,
as will be necessary to immediately restore any funds on deposit in each such suhaccount to
30
an amount equal to the Reserve Account Requirement applicable thereto including the
reinstatement of any Reserve Account Credit Instrument on deposit therein; provided, in no
event shall the mnount deposited in the subaccounts of the applicable Reserve Account be
less than (a) one fourth (1/4) of the amount which would enable the Issuer to restore the
funds on deposit in each subaccount to an amount equal to the Reserve Account Requirement
in four (4) months from the date of such shortfall in the event such shortfall is a result of a
decrease in the market value of Authorized Investments on deposit therein, or (b) one twelfth
(1/12) of the amount which would enable the Issuer to restore the funds on deposit in each
such subaccount to an amount equal to the Reserve Account Requirement in one (1) year
from the date of such shortfall if such shortfall is a result of a withdrawal from such
subaccount(s). Such obligation to replenish the Reserve Account shall be payable from
an~ounts on deposit in the Revenue Fund after the deposits required in paragraph (1) above.
To the extent there are insufficient moneys in the Revenue Fund to make the required
monthly deposit into each subaccount of the Reserve Account, such deposits shall be made
to each subaccount on a pro rata basis in relation to the amount of the deficiency existing in
each subaccount. On or prior to each principal and interest payment date for the Bonds,
moneys in each subaccount of the Reserve Account shall be applied by the Issuer to the
payment of the principal of, or Redemption Price, if applicable, and interest on related Series
of Bonds to the extent moneys in the Payment Account and the Revenue Fund are
insufficient therefor. Whenever there shall be surplus moneys in any subaccount of the
Reserve Account by reason of a decrease in the Reserve Account Requirement or due to a
deposit of a Reserve Account Credit Instrument, such surplus moneys shall be deposited by
the Issuer, upon receipt of an approving opinion of Bond Counsel, on a pro rata basis into
other subaccounts, if any, containing less than the Reserve Account Requirement applicable
thereto, and otherwise, into the Payment Account.
Upon the issuance of any Series of Bonds under the terms, limitations and conditions
as herein provided, the Issuer shall fund the corresponding subaccount of the Reserve
Account established for such Series in an amount at least equal to the Reserve Account
Requirement applicable to such Series of Bonds. Such required amount shall be paid in full
from the proceeds of such Series of Bonds or other sources, on the date of delivery of such
Series of Bonds.
Notwithstanding the foregoing provisions, in lieu of the required deposits into a
subaccount of the Reserve Account, the Issuer may, with the prior written consent of each
Insurer and Credit Bank, as applicable, insuring or guaranteeing such Series of Bonds, cause
to be deposited into such subaccount a Reserve Account Credit Instrument for the benefit of
the Bondholders in an amount equal to the difference between the Reserve Account
Requirement applicable thereto and the sums then on deposit in such subaccount, if any.
Such Reserve Account Credit Instrument shall be payable to the Paying Agent for such Series
(upon the giving of notice as required thereunder) on any interest payment or redemption date
on which a deficiency exists which cannot be cured by funds in any other fund or account
held pursuant to this Resolution and available for such purpose. The issuer providing such
Reserve Account Credit Instrument shall either be (a) an insurer (i) licensed to issue an
insurance policy guaranteeing the timely payment of debt service on a Series of Bonds,
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whose municipal bond insurance policies insuring the payment, when due, of the principal
of and interest on municipal bond issues results in such issues being rated AAA by Standard
& Poor's Corporation and Aaa by Moody's, or (ii) is approved in advance by the Insurer of
the Series of Bonds to be secured by such Reserve Account Insurance Policy, or (b) a
commercial bank the bonds payable or guaranteed by which have been assigned a rating of
at least AA by Standard & Poor's Corporation and Aa by Moody's. In addition, such Reserve
Account Credit Instrument shall be for a term of not less than twelve (12) months (or, if the
Bonds will mature in full within twelve months, such term shall end not earlier than the final
maturity of the Bonds). Any Reserve Account Letter of Credit shall be payable in one or
more draws upon presentation by the beneficiary of a sight draft accompanied by its
certificate that it then holds insufficient funds to make a required payment of principal or
interest on the Bonds. The draws shall be payable within two days of presentation of the
sight draft. The Reserve Account Letter of Credit shall be for a tem~ of not less than three
years and shall be subject to an "evergreening" feature so as to provide the Issuer with at least
30 months notice of termination. The issuer of the Reserve Account Letter of Credit shall
be required to notify the Issuer and the Paying Agent, not later than 30 months prior to the
stated expiration date of the Reserve Account Letter of Credit, as to whether such expiration
date shall be extended, and if so, shall indicate the new expiration date.
Cash on deposit in any subaccount of the~ Reserve Account shall be used (or
investments purchased with such cash shall be liquidated and the proceeds applied as
required) prior to any drawing on a Reserve Account Credit Instrument. If and to the extent
a Reserve Account Credit Instrument are deposited into a Reserve Account subaccount or
more than one Reserve Account Credit Instruments are deposited into a Reserve Account
subaccount, drawings thereunder and repayments of costs associated therewith shall be made
on a pro rata basis, calculated by reference to the maximum amounts available thereunder.
The right of the issuer of a Reserve Account Credit Instrument to payment or
reimbursement of its fees and expenses shall be senior to cash replenishment of the
applicable subaccount of the Reserve Accotmt. The Reserve Account Credit Instrument shall
provide for a revolving feature under which the amount available thereunder will be
reinstated to the extent of any reimbursement of draws or claims paid, plus interest and
expenses. If the revolving feature is suspended or terminated for any reason other than
nonpayment of amounts due to such provider, the right of the issuer of the Reserve Account
Credit Instrument to reimbursement will be subordinated to cash replenishment of the
applicable subaccotmt of the Reserve Account to an amount equal to the difference between
the full original amount available under the Reserve Account Credit Instrument and the
amount then available for further draws or claims. In the event (a) the issuer of a Reserve
Account Credit Instrument becomes insolvent, or (b) the issuer ora Reserve Account Credit
Instrument is in default in its payment obligations thereunder, or (c) the claims paying ability
of the issuer of a Reserve Account Letter of Credit falls below AA by S&P and Aa by
Moody's, or (d) the claims paying ability of the issuer of a Reserve Account Insurance Policy
falls below AAA and Aaa by Standard & Poor's and Moody's, respectively, the obligations
to reimburse the issuer of the Reserve Account Credit Instrument shall be subordinate to the
cash replenishment of the applicable subaccount of the Reserve Account.
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In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of a Reserve Account Letter of Credit falls below AA by S&P and Aa by Moody's, or
(c) the rating of the claims paying ability of the issuer of a Reserve Account Insurance Policy
falls below AAA and Aaa by Standard & Poor's and Moody's, respectively, the Issuer shall
either (i) deposit into the applicable Reserve Account an amount sufficient to cause the cash
or permitted investments on deposit in the applicable subaccount of the Reserve Account to
equal the Reserve Account Requirement, such amount to be paid over the ensuing five years
in equal installments deposited at least semi-annually or (ii) replace such instrument with a
Reserve Account Credit Instrument meeting the requirements hereof within six months of
such occurrence. In the event (a) the rating of the claims-paying ability of the issuer of a
Reserve Account Insurance Policy falls below A by Moody's and Standard & Poor's or (b)
the rating of the claims paying ability of the issuer of a Reserve Account Letter of Credit falls
below A by Moody's and Standard & Poor's, or (c) the issuer of the Reserve Account Credit
Instrument defaults in its payment obligations thereunder, or (d) the issuer of the Reserve
Account Credit Instrument becomes insolvent, the Issuer shall either (i) deposit into the
applicable subaccount of the Reserve Account an amount sufficient to cause the cash or
permitted investments on deposit in such subaccount of the Reserve Account to equal
Reserve Account Requirement, such amount to be paid over the ensuing year in equal
installments on at least a monthly basis, or (ii) replace such instrument with a Reserve
Account Credit Instrument meeting the requirements hereof within six months of such
occurrence.
If fifteen (15) days prior to an interest payment or redemption date, the Issuer shall
determine in regard to a Series of Bonds to which a Reserve Account Credit Instrument has
been deposited in the subaccount of the Reserve Account related to such Series that a
deficiency exists in the amount of moneys available to pay in accordance with the terms
hereof interest and/or principal due on such Series of Bonds on such date, the Issuer shall
immediately notify (i) the issuer of the applicable Reserve Account Credit Instrument, (ii)
the Insurer, if any, of such Series of Bonds, of the amount of such deficiency and the date on
which such payment is due, and (iii) take or cause the Paying Agent to take whatever action
may be required to effectuate a disbursement under said Reserve Account Credit Instrument
in order to fund such deficiency.
If a disbursement is made from a Reserve Account Credit Instrument provided
pursuant to this Section 4.05(A)(2), the Issuer shall reinstate the maximum limits of such
Reserve Account Credit Instrument following such disbursement from moneys available
hereunder in accordance with the provisions of the second paragraph of this
Section 4.05(A)(2), subject to the provisions set forth in the fifth paragraph of this
Section 4.05(A)(2), by depositing funds in the amount of the disbursement made under such
instrument, with the issuer thereof, together with interest thereon to the date of
reimbursement at the rate set forth in such Reserve Account Credit Instrument, but in no case
greater than the maximum rate of interest permitted by law. In addition, the Issuer shall,
subject to the provisions set forth in the fifth paragraph of this Section 4.05(A)(2), reimburse
33
the issuer of the Reserve Account Credit Instrument for all reasonable expenses incurred by
such issuer in connection with the Reserve Account Credit Instrument, as the case may be.
(3) Payments to Providers of Reserve Account Credit Instrument. Any remaining
amounts in the Revenue Fund shall be used to pay any outstanding amounts owed to any
Insurer or provider of a Reserve Account Credit Instrument.
(4) Surplus Funds. The balance of any moneys remaining in the Revenue Fund
after the payments and deposits required by Section 4.05(A)(1), (2) and (3) may be
transferred, at the discretion of the Issuer, to any other appropriate fund or account of the
Issuer and be used for any lawful purpose.
(B) Whenever the amount on deposit in a subaccount of the Reserve Account (other than
amounts available under a Reserve Account Credit Instrument), together with the other amounts in
the Debt Service Fund, are sufficient to fully pay the corresponding Series of all Outstanding Bonds
in accordance with their terms (including principal or applicable Redemption Price and interest
thereon), no further deposits to the Debt Service Fund for such Series need be made and the funds
on deposit in such subaccount of the Reserve Account may be transferred to the other accounts of
the Debt Service Fund for the payment of the Bonds.
The Issuer, in its discretion, may use moneys in the Payment Account 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.
(C) 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 appropriate account of 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.
(D) In the event the Issuer shall issue a Series of Bonds secured by a Credit Facility, the
Issuer may establish such separate subaccounts in the Payment Account, to provide for payment of
the principal of and interest on such Series; provided one Series of Bonds shall not have preference
in payment from Pledged Funds over any other Series of Bonds. The Issuer may also deposit moneys
in such subaccounts at such other times and in such other amounts from those provided in this
Section 4.05 as shall be necessary to pay the principal of and interest on such Bonds as the same
shall become due, all as provided by the Supplemental Resolution authorizing such Bonds.
In the case of Bonds secured by a Credit Facility, amounts on deposit in any subaccounts
established for such Bonds may be applied as provided in the applicable Supplemental Resolution
to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of
or Redemption Price, if applicable, and interest on such Bonds; provided such Credit Facility shall
have no priority over Bondholders or the Insurer or any provider of a Reserve Account Credit
Instrument to amounts on deposit in the Debt Service Fund.
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SECTION 4.06 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 (except to
the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right
to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate
requirements of Section 148(f) of the Code are applicable, the Issuer agrees to undertake all actions
required of it in its arbitrage certificate relating to such Series of Bonds, including, but not limited
to:
(A) making a determination in accordance with the Code of the amount required to be
deposited to the Rebate Fund;
(B) depositing the amount determined in clause (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 4.06 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 certificates may be amended without the
consent of any Holder or Insurer from time to time as shall be necessary, in the opinion of Bond
Counsel, to comply with the provisions of the Code.
SECTION 4.07 INVESTMENTS. The Construction Fund, the Revenue 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, the Revenue Fund and the Debt Service Fund, other than the Reserve Account, may be
invested and reinvested in Authorized Investments maturing not later than the date on which the
moneys therein will be needed for the purposes of such fund or account. Moneys on deposit in the
Reserve Account may be invested or reinvested in Authorized Investments which shall mature no
later than five (5) years from the date of acquisition thereof. Notwithstanding any other provision
hereof, all amounts on deposit in the Construction Fund or Payment Account representing accrued
or capitalized interest shall be held by the Issuer, shall be pledged solely to the payment of interest
on the corresponding Series of Bonds and shall be invested only in United States Obligations
maturing at such times and in such amounts as are necessary to pay the interest to which they are
pledged.
Any and all income received by the Issuer from the investment of moneys in the Construction
Fund, the Payment Account, the Revenue Fund and each subaccount of the Reserve Account (to the
extent such income and the other amounts therein are less than the Reserve Account Requirement
applicable thereto), shall be retained in such respective Fund, Account or subaccount. Any and all
income received by the Issuer from the investment of moneys in each subaccount of the Reserve
Account (to the extent such income and the other amounts therein are greater than the Reserve
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Account Requirement applicable thereto) shall be deposited in the Payment Account. All
investments shall be valued at the lower of market value (exclusive of accrued interest) and 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.
Investments (except investment agreements) in funds and accounts established under this
Resolution shall be valued by the Issuer as frequently as deemed necessary by any Insurer or Credit
Bank, but not less often than semi-annually, and, in the case of the Reserve Account, upon any draw
therefrom, nor more often than monthly, at the market value thereof, exclusive of accrued interest.
The Issuer shall terminate any repurchase agreement upon a failure of the counterpart thereto
to maintain the requisite collateral percentage after the restoration period and, if not paid by the
counterpart in federal funds against transfer of the repo securities, liquidate the collateral.
The Issuer shall give notice to any provider of an investment agreement in accordance with
the terms of the investment agreement so as to receive funds thereunder with no penalty or premium
paid.
The Paying Agent or the Issuer shall, upon actual knowledge of the withdrawal or suspension
of either of the ratings of an investment agreement provider or a drop in the ratings thereon below
"A", so notify each Insurer and Credit Bank and, if so directed by such Insurer or Credit Bank, shall
demand further collateralization of the agreement or liquidation thereof.
SECTION 4.08 SEPARATE ACCOUNTS. The moneys required to be accounted
for in each of the foregoing funds, accounts and subaccounts established herein may be deposited
in a single bank account, and funds allocated to the various funds, accounts and subaccounts
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, accounts and subaccounts as
herein provided.
The designation and establishment of the various funds, accounts and subaccounts 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.
SECTION 4.09 COVENANT TO BUDGET AND APPROPRIATE. The Issuer
may, by Supplemental Resolution, covenant and agree to appropriate in its annual budget, by
amendment, if necessary, from Non-Ad Valorem Revenues lawfully available in each Fiscal Year,
amounts sufficient to make up any deficiencies in the Reserve Account (including any amounts
owing in regard to any Reserve Account Credit Instrument) existing on the first day of each Fiscal
Year in the event Pledged Funds are insufficient for such purpose.
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ARTICLE V
COVENANTS
SECTION 5.01 GENERAL. The Issuer hereby makes the covenants provided in this
Article V, in addition to all other covenants in this Resolution, with each and every successive
Holder of any of the Bonds so long as any of said Bonds remain Outstanding.
SECTION 5.02. BOOKS AND RECORDS. The Issuer will keep books and records
of the receipt of the Infrastructure Sales Surtax Revenues in accordance with generally accepted
accounting principles, and any Credit Bank, Insurer, or Holder or Holders of Bonds shall have the
right at all reasonable times to inspect the records, accounts and data of the Issuer relating thereto.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall, within 180 days after the close
of each Fiscal Year, cause the financial statements of the Issuer to be properly audited by a
recognized independent certified public accountant or recognized independent firm of certified
public accountants, and shall require such accountants to complete their report on the annual
financial statements in accordance with applicable law. Such annual financial statements shall
contaln, but not be limited to, a balance sheet, a statement of revenues, expenditures and changes in
fund balance, and any other statements as required by law or accounting convention, and a report by
such accountants disclosing any material default on the part of the Issuer of any covenant or
agreement herein which is disclosed by the audit of the financial statements. The annual financial
statement shall be prepared in conformity with generally accepted accounting principles. A copy of
the audited financial statements for each Fiscal Year shall be furnished to each Credit Bank and
Insurer and, if requested in writing, to any Holder ora Bond who shall have furnished his address
to the Clerk. The Issuer shall be permitted to make a reasonable charge for furnishing such audited
financial statements, except for copies furnished to any Insurer or Credit Bank.
SECTION 5.04. NO IMPAIRMENT. The pledging of the Pledged Funds in the
manner provided herein shall not be subject to repeal, modification or impairment by any subsequent
ordinance, resolution or other proceedings of the City Council.
SECTION 5.05. COLLECTION OF PLEDGED REVENUES. The Issuer will
proceed diligently to perform legally and effectively all steps required on its part to continue the
receipt of Infrastructure Sales Surtax Revenues and shall exercise all legally available remedies to
enforce such receipt now or hereafter available under State law.
SECTION 5.06. 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 any one 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.
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SECTION 5.07 FEDERAL INCOME TAXATION 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 included in gross income for purposes of federal
income taxation.
(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 other Person under its control shall do any act or fail to
do any act which would cause the interest on such Series of Bonds to become subject to inclusion
within gross income for purposes of federal income taxation.
(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 from gross income of interest on the Bonds for purposes of federal income taxation,
including, in particular, the payment of any amount required to be rebated to the U.S. Treasury
pursuant to the Code.
(D) The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the interest
on which is (or may be) includable in the gross income of the Holder thereof for federal income
taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable
thereon is (or may be) subject to federal income taxation and provided that the issuance thereof will
not cause interest on any other Bonds theretofore issued hereunder to be or become subject to federal
income taxation. The covenants set forth in paragraphs (A), (B) and (C) above shall not apply to any
Taxable Bonds.
SECTION 5.08 CONTINUING DISCLOSURE. While any of the Bonds are
Outstanding, the Issuer hereby agrees to comply with the provisions of Rule 15c2-12, as amended,
promulgated by the Securities and Exchange Conunission pursuant to the Securities Exchange Act
of 1934.
ARTICLE VI
SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS
SECTION 6.01 SUBORDINATED INDEBTEDNESS. The Issuer will not issue any
other obligations, except under the conditions and in the manner provided herein, payable from the
Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of
the Bonds and the interest thereon. The Issuer may at any time or from time to time issue evidences
of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by
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a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed
to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution and
provided, further, that such evidence of indebtedness shall provide by its terms that it cannot be
accelerated unless the Bonds have been previously accelerated. The Issuer covenants and agrees that
any payment schedule with respect to Subordinate Indebtedness shall be funded from Pledged Funds
in substantially equal monthly amounts of one-sixth of semi-annual interest payments and one-
twelfth of scheduled annual principal or mandatory amortization payments. The Issuer shall have
the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to
the conditions, limitations and restrictions under which any Additional Bonds may be issued
pursuant to Section 6.02 hereof. The Issuer agrees to pay promptly any Subordinated Indebtedness
as the same shall become due.
SECTION 6.02 ISSUANCE OF ADDITIONAL BONDS. No Additional Bonds,
payable on a parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued
except upon the conditions and in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for any one or more of the following purposes: financing the Cost of an
Additional Project, or the completion thereof or of the Initial Project, or refunding any or all
Outstanding Bonds or of any Subordinated Indebtedness of the Issuer.
No such Additional Bonds shall be issued (i) if there is an Event of Default hereunder unless
such issuance will cure such Event of Default and (ii) unless the following conditions are complied
with:
(A) Except as otherwise provided in Section 6.02(D) hereof, there shall have been
obtained and adopted by the Issuer a statement of the Finance Director: (1) stating that the books
and records of the Issuer relating to the Infrastructure Sales Surtax Revenues have been examined
by him; (2) setting forth the amount of the Infrastructure Sales Surtax Revenues which have been
received by the Issuer during any twelve (12) consecutive months designated by the Issuer within
the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds
with respect to which such statement is made; and (3) stating that the amount of the Infrastructure
Sales Surtax Revenues received during the aforementioned 12-month period equals at least 1.35
times (a) the Maximum Annual Debt Service of all Bonds then Outstanding and such Additional
Bonds with respect to which such statement is made and (b) any amounts then owing to the issuer
of any Reserve Account Credit Instrument as a result of a drawdown on such Reserve Account
Credit Instrument, plus 1.0 times the maximum annual debt service on any Subordinated
Indebtedness outstanding. In the event the Act is amended to provide for additional infrastructure
sales surtax revenues to be distributed to the Issuer, and the Issuer, by Supplemental Resolution,
extends the pledge of the Infrastructure Sales Surtax Revenues created hereby to include such
additional infrastructure sales surtax revenues, then for the purpose of determining whether there are
sufficient Infrastructure Sales Surtax Revenues to meet the afore-referenced tests, the Finance
Director shall assume that such additional infrastructure sales surtax revenues were in effect during
the applicable twelve (12) consecutive month period.
(B) For the purpose of determining the Maximum Annual Debt Service under
Section 6.02(A) hereof, the interest rate on additional parity Variable Rate Bonds then proposed to
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be issued and on Outstanding Variable Rate Bonds shall be deemed to be the Maximum Interest
Rate.
(C) Additional Bonds shall be deemed to have been issued pursuant to this Resolution
the same as the Outstanding Bonds, and all of the other covenants and other provisions of this
Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the
equal benefit, protection and security of the Holders of all Bonds issued pursuant to this Resolution.
Except as provided in Sections 4.02 and 4.05 hereof, all Bonds, regardless of the time or times of
their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources
and security for payment therefrom without preference of any Bonds over any other.
(D) In the event any Additional Bonds are issued for the purpose of refunding any Bonds
then Outstanding, the conditions of Section 6.02 hereof shall not apply, provided that (1) the
issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal
of and interest on the Outstanding Bonds, (2) the issuance of such Additional Bonds shall not result
in an increase in the Maximum Annual Debt Service on the Bonds, and (3) the Annual Debt Service
on such Additional Bonds in any Fiscal Year does not exceed by more than ten percent (10%) the
Annual Debt Service in any corresponding Fiscal Year on the Bonds being refunded. The conditions
of Section 6.02(A) hereof shall apply to Additional Bonds issued to refund Subordinated
Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the
conditions of the first sentence in this paragraph.
(E) In the event that the total amount of Series 2003 Bonds herein authorized to be issued
are not issued simultaneously, such Series 2003 Bonds which are subsequently issued shall be
subject to the conditions of Section 6.02(A) hereofi
SECTION 6.03. ACCESSION OF SUBORDINATED INDEBTEDNESS TO
PARITY STATUS WITH BONDS. The Issuer may provide for the accession of Subordinated
Indebtedness to the status of complete parity with the Bonds, if (A) the Issuer shall meet all the
requirements imposed upon the issuance of Additional Bonds by Section 6.02 hereof, assuming, for
purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, and
(B) a subaccount in the Reserve Account is established, upon such accession, which shall contain
an amount equal to the Reserve Account Requirement in accordance with Section 4.05 (A)(2) hereofi
If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to
have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such
Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution.
SECTION 6.04 BOND ANTICIPATION NOTES. The Issuer may issue notes in
anticipation of the issuance of Bonds which shall have such terms and details and be secured in such
manner, not inconsistent with this Resolution, as shall be provided by Supplemental Resolution.
Such notes shall be deemed to be Subordinated Indebtedness, unless the Issuer satisfies the
conditions of Section 6.02 hereof relating to Additional Bonds.
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ARTICLE VII
DEFAULTS AND REMEDIES
SECTION 7.01
an "Event of Default:"
EVENTS OF DEFAULT. The following events shall each constitute
(A) Default shall be made by the Issuer in the payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due; provided however, that no
effect shall be given to payments made under a Bond Insurance Policy.
(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 or adopted.
(C) The Issuer shall default in the due and panctual 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 ninety (90) days
after written notice of such default shall have been received from the Insurer or the Holders of not
less than twenty-five pement (25%) of the aggregate principal amount of Bonds Outstanding.
Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such
default can be cured within a reasonable period of time and if the Issuer in good faith institutes
appropriate curative action and diligently pursues such action until default has been corrected;
provided however, no such curative action shall exceed ninety (90) days, without the prior consent
of the Insurer. The Issuer shall provide immediate notice of any Event of Default described in
Section 7.01(A) to all affected Bondholders and to each Insurer. The Issuer shall provide notice of
any other Event of Default to all affected Bondholders and to each Insurer within 30 days of the
Issuer's knowledge thereof.
SECTION 7.02 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 of Florida, 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; provided,
however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately
due and payable.
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
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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 such
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.
If any remedial action is discontinued or abandoned, the Bondholders and Insurers shall be
restored to their respective positions held prior to commencement of such remedial action.
SECTION 7.03 REMEDIES CUMULATIVE. No remedy herein conferred upon
or reserved to the Bondholders and any Insurers or Credit Banks 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 7.04 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 7.02 to the Bondholders may be exercised from time to time, and as often
as may be deemed expedient.
SECTION 7.05 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 (except for amounts in the subaccounts of
the Reserve Account which shall be applied solely to the payment of the Series of Bonds for which
they were established) 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 and Registrar hereunder;
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,
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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 9.01 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.
(2) If the principal of ail 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.
D. To the payment of all fees due any Insurer, Credit Bank, or provider of Reserve
Account Credit Insmunent.
SECTION 7.06. CONTROL BY INSURER OR CREDIT BANKS. Upon the
occurrence and continuance of an Event of Defanlt, each Insurer or Credit Bank, if such Insurer or
Credit Bank is not in default in its payment obligations under its Bond Insurance Policy or guarantee,
as applicable, shall be entitled to direct and control the enforcement of all right and remedies with
respect to the Bonds it shall insure or guarantee. Each Insurer or Credit Bank shall, in consideration
of the issuance of its Bond Insurance Policy, be deemed to be the sole holder of the Bonds insured
or guaranteed by it for the purpose of exercising any voting right or privilege or giving any consent
or direction or taking any other action that the owners of the Bonds insured by it are entitled to take
pursuant to Article VII hereof and the provisions hereunder relating to the Paying Agent. The
maturity of Bonds insured by an Insurer shall not be accelerated without the consent of such Insurer.
Any exercise by an Insurer of the foregoing rights is merely an exercise of the Insurer's contractual
rights and shall not be construed or deemed to be taken for the benefit or on behalf of the
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Bondholders nor does such action evidence any position of such Insurer, positive or negative, as to
whether Bondholder consent is required in addition to consent of the Insurer.
Upon an Event of Default, any Insurer or Credit Bank shall have the right to accelerate the
maturity of the Series of Bonds it insures or guarantees and may elect, in its sole discretion, to pay
principal and interest accrued on such principal to the date of such payment by such Insurer or Credit
Bank and the Paying Agent shall be required to accept such amounts. Payment of such amount shall
discharge such Insurer or Credit Bank from all obligations under its Bond Insurance Policy or
guarantee.
The rights of an Insurer to direct or consent to the Issuer, any trustee or Bondholder actions
hereunder shall be suspended during any period in which said Insurer is in default in its payment
obligations under its Bond Insurance Policy (except to the extent of amounts previously by said
Insurer and due and owing to the Insurer) and shall be of no force or effect in the event the Bond
Insurance Policy is no longer in effect or an Insurer asserts that its Bond Insurance Policy is not in
effect or the Insurer shall have provided written notice that it waives such rights.
SECTION 7.07 INSURER THIRD PARTY GUARANTEE. Each Insurer shall be
deemed a third party beneficiary to the Resolution.
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
SECTION 8.01 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 (which Supplemental Resolution
shall thereafter form a part hereof) 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.
(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.
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(E) To specify and determine the matters and things referred to in Sections 2.01, 2.02 or
2.09 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 at any time prior to the first delivery of such Bonds.
(F)
Project.
To authorize Additional Projects or to change or modify the description of any
(G) To specify and determine matters necessary or desirable for the issuance of Capital
Appreciation Bonds or Variable Rate Bonds.
(H) To provide for the establishment of a separate subaccount or subaccounts in the
Reserve Account which shall independently secure one or more Series of Bonds.
(I) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds. In making such determination, the Issuer shall not take
into consideration any Bond Insurance Policy.
(J) To revise the procedures provided in Section 4.05(B)(2) hereof pursuant to which
moneys are drawn on a Reserve Account Credit Instrument and moneys are reimbursed to the
provider of such Reserve Account Credit Instrument.
Prior to the adoption of any Supplemental Resolution which amends or modifies provisions
of this Resolution, the Issuer shall obtain an opinion of Bond Counsel to the effect that the
amendments or modifications to this Resolution shall not adversely affect the exclusion, if any, from
gross income of interest on the Bonds for purposes of federal income taxation.
SECTION 8.02 SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND INSURER'S OR CREDIT BANK'S CONSENT. Subject to the terms and provisions
contained in this Section 8.02 and Section 8.01 hereof, the Holder or Holders of not less than a
mai ority 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 8.02. Any Supplemental
Resolution which is adopted in accordance with the provisions of this Section 8.02 shall also require
the prior written consent of each Insurer or Credit Bank guaranteeing or insuring any Bonds which
are Outstanding at the time such Supplemental Resolution shall take effect. No Supplemental
Resolution may be approved or adopted 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,
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(C) the creation of a lien upon or a pledge of the Pledged Funds, other than the lien and pledge
created by this Resolution, which materially adversely affects any Bondholders, (D) a preference or
priority of any Bond or Bonds over any other Bond or Bonds (except as to the establishment of
separate subaccounts in the Reserve Account provided in Section 4.05(B)(4) hereof), or (E) a
reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental
Resolution. Nothing contained in this Section 8.02, however, shall be construed as making necessary
the approval by Bondholders of the adoption of any Supplemental Resolution as authorized in
Section 8.01 hereof.
If at any time the Issuer shall determine that it is necessmy or desirable to adopt any
Supplemental Resolution pursuant to this Section 8.02, 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 Bondholders at their addresses as they appear on the
registration books. 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 8.02 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 8.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate 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 a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and
approved the adoption thereof as heroin 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 8.02, 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.
SECTION 8.03. AMENDMENT WITH CONSENT OF INSURER OR CREDIT
BANK ONLY. If all of the Bonds Outstanding hereunder are insured or guaranteed as to payment
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of principal and interest by an Insurer or Insurers or Credit Bank or Credit Banks, 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 guaranteed no lower than the ratings
assigned thereto by such rating agencies on the date of being insured or guaranteed, the Issuer may
enact one or more Supplemental Resolutions amending all or any part of Agicles I, IV, V, VI and
VII hereof with the written consent of said Insurer or Insurers or Credit Bank or Credit Banks and
the acknowledgment by said Insurer or Insurers or Credit Bank or Credit Banks, that its insurance
or guaranty policy will remain in full force and effect. The consent of the Holders of any Bonds shall
not be necessary. The foregoing right of amendment, however, does not apply to any amendment
to Section 5.07 hereof with respect to the exclusion, if applicable, of interest on said Bonds from
gross income for purposes of federal income taxation 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 to
the extent provided herein. Upon filing with the Clerk of evidence of such consent of the Insurer or
Insurers or 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 8.02 hereof.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01 DEFEASANCE. If the Issuer shall pay or cause to be paid or there
shall otherwise be paid to the Holders of any or 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, and if the Issuer shall pay all amounts owing to any provider of any
Reserve Account Credit Instrument and all amounts owing to the Insurer, if any, then the pledge of
the Pledged Funds, 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 the 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 9.01 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
Refunding 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 (as verified by an independent certified public accountant), 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. Except as hereafter provided,
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neither the Refunding 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 Refunding 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;
provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited
Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient, to pay
the principal of or Redemption Price, if applicable, and interest on the Refunded Bonds, as stated
in a verification report of a nationally recognized certified public accountant or firm of certified
public accountants. The Issuer shall provide an opinion of Bond Counsel to the effect that such
Bonds are no longer outstanding hereunder in connection with any defeasance of Bonds prior to the
maturity date thereof in accordance with this Section 9.01. The accountant's verification and the
legal opinion referenced in the preceding paragraph shall each be addressed to the Issuer and any
Insurer or Credit Bank.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid
prior to the maturity or the redemption date thereof, as the case may be, by the deposit of moneys,
or specified Refunding Securities and moneys, if any, in accordance with this Section 9.01, the
interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date
thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided, however,
that if on any date, as a result of such Variable Rate Bonds having borne interest at less than the
Maximum Interest Rate for any period, the total amount of moneys and specified Refunding
Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total
amount which would have been required to be deposited on such date in respect of such Variable
Rate Bonds in order to satisfy this Section 9.01, such excess shall be paid to the Issuer free and clear
of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this
Resolution.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 9.01 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 9.01 of moneys or Refunding Securities has been
made and said Bonds are deemed to be paid in accordance with the provisions of this Section 9.01
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 shall be paid by an Insurer or Insurers or Credit Bank or Credit Banks, such Bonds shall
remain Outstanding, shall not be defeased and shall not be considered paid by the Issuer, and the
pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the
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Bondholders shall continue to exist and such Insurer or Insurers or Credit Bank or Credit Banks shall
be subrogated to the rights of such Bondholders.
SECTION 9.02 CAPITAL APPRECIATION BONDS. For the purposes of
(A) receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior
to maturity, or (B) receiving payment ora Capital Appreciation Bond if the principal of all Bonds
becomes due and payable under the provisions of this Resolution, or (C) computing the amount of
Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or
receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to
this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond
shall be deemed to be its Aecreted Value.
SECTION 9.03 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 9.04 SEVERABILITY OF INVALID PROVISIONS. If any one 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 9.05 VALIDATION AUTHORIZED. To the extent deemed necessary
by Bond Counsel or desirable by Counsel for the Issuer, Bond Counsel is authorized to institute
appropriate proceedings for validation of a Series of the Bonds herein authorized pursuant to
Chapter 75, Florida Statutes.
SECTION 9.06 REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions
or parts thereof in conflict herewith are hereby superceded and repealed to the extent of such conflict.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SECTION 9.07 EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
ADOPTED this 26th day of March, 2003.
CITY OF SEBASTIAN, FLORIDA
Mayor
ATTEST:
APPROVED AS TO FORM AND CONTENT:
City Attomey
50 Q:\12306\Resolution Bond.6.wpd
EXHIBIT A
DESCRIPTION OF SERIES 2003 PROJECT
The Series 2003 Project, along with other funds, consists of the construction and equipping
ora new city hall complex, renovation and expansion of the police station, renovation of an existing
historic school building (old city hall), construction of a city hall park, renovation of certain other
existing city facilities, and any other capital improvement approved by the City Council in
accordance with the Act.
A-1
QA 12306\Resolution. Bond.6 wpd