HomeMy WebLinkAboutR-89-0443J-89-459
05/02/89
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RESOLUTION NO. 897443.
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT
MORE THAN $6,500 400 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF 14IAI4I, FLORIDA GUARANTEED
ENTITLEMENT REVENUE BONDS. SERIES 1989 TO
FINANCE THE COSTS OF CERTAIN CAPITAL
IMPROVEMENTS AND EQUIPMENT WITHIN THE CITY;
PROVIDING FOR THE ISSUANCE OF ADDITIONAL
BONDS AND ALTERNATIVE II4DEBTEDNESS ON A
PARITY THEREWITH; PROVIDING FOR THE RIGHTS
AND SECURITY OF ALL BONDS ISSUED PURSUANT TO
THIS RESOLUTION; PROVIDING CERTAIN DETAILS
OF THE SERIES 1989 BONDS; AUTHORIZING THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, pursuant to the Constitution and the laws of the
State of Florida, in particular Chapter 218, Part II, Florida
Statutes, as amended, and Chapter 166, Florida Statutes, as
amended from time to time, and pursuant to the Charter of the
City of Miami, as amended (collectively, the "Act`'), the City of
Miami, Florida (the "City") is entitled to receive each year a
distribution from the State Revenue Sharing Trust Fund for
Municipalities in an amount no less than its "guaranteed entitle-
ment", as such term is defined in Section 218.21(6)(b), Flori a
Statutes; and
WHEREAS, the City desires to finance the costs of certain
capital improvements and equipment within the City identified in
Exhibit A hereto (the 111989 Project") by issuing its Guaranteed
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Entitlement Revenue Bonds, Series 1989 (the "Series 1989 Bonds");
and
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WHEREAS, the City also .desires to set forth the provisions
pursuant to which it may issue bonds and other indebtedness on a
_
parity with the Series 1989 Bonds and to make provision for the
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rights and security of the holders of all bonds issued hereunder;
and
WHEREAS, the various terms of the sale of Series 1989 Bonds
shall be established by subsequent proceedings of the. City
Commission of the City (the "Commission");
NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
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ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. As used: in this Resolution, the
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following terms shall have the following meanings:
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"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 -;prim-
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cipalr. amount at its ,initial., offering), plus, the interest `-accrue.d
on such -Capital Appreciation -.Bond from --the date -of de.liv��y to
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the original', purchasers :,thereof to the : Interest Payment;:Date; -anext
preceding, the. date o.: computation or the 'date of computation "f
an Interest Payment Date, such interest to accrue at, a. ratenot
exceeding the legal rate as set forth in the resolution, of tke ia,
Commission providing.tor the issuance of such Bonds,.compound.d
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periodicallyr plus, with respect to matters related to the pay-
ment upon redemption or acceleration of the Capital Appreciation
Ponds, if such date of computation shall not be an Interest Pay-
ment Dater a portion of the difference between the Accreted Value
as of the immediately preceding Interest Payment Date (or the
date of original issuance if the date of computation is prior to
the first Interest Payment Date succeeding the date of original
issuance) and the Accreted Value as of the immediately succeeding
Interest Payment Date, calculated based on the assumption that
Accreted Value accrues in equal daily amounts on the basis of a
year of twelve 30-day months.
"Act" shall have the meaning ascribed to it in the recitals
to this Resolution.
"Alternative Parity Debt" means indebtedness of the City
(including the assumption or guarantee of the debts of others) or -
borrowed money (including refunding or refinancing of then exist-
ing indebtedness and leases capitalized in accordance with gener-
ally accepted accounting principles) incurred for any lawful
purpose of the City in accordance with Section 304(G).
"Amortization Requirements" shall mean such moneys required
to be deposited in the Bond Redemption Account for the purpose of
the mandatory redemption or payment at maturity of any Term
Bonds, the specific amounts and times of such deposits to be
determined by subsequent proceedings of the Commission.
"Annual Debt Service Requirement" for any period, as applied
to the Bonds of any Series, shall mean the respective amounts
which are needed to provide:
(a) for paying the interest on all Bonds of such
Series then Outstanding which is payable on each Interest
Payment Date in such period,
(b) for paying the principal of all Serial.Bonds of
such Series then Outstanding which is payable upon the matu-
rity of such Serial Bonds in such period, and
(c) the Amortization Requirements, if any, for the
Term Bonds of such Series for such period.
For purposes of computing (a), (b) and (c) above, any principal,
interest or Amortization Requirements due on October 1 in a
Fiscal Year shall be deemed due in the preceding Fiscal Year.
For purposes of this definition, references to amounts payable in
respect of Bonds shall include amounts similarly payable.; in
respect of .Alternative Parity Debt; provided that, with respect
to Alternative Parity Debt, the term "Annual Debt Service
Requirement" shall not include such portions of the amounts com
puted in (a), (b) and (c) above as are available from another
revenue source which secures the Alternative Parity Debt either
prior to or on a parity with Guaranteed Entitlement Revenues.
The following rules shall apply in determining the amount of
the Annual Debt Service Requirement for any periodi
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- {a) The interest rate on Variable Rate Bonds hall
be assumed to be 110% of the greater of (A) the daily aver-
age interest' rate: on such; Variable Rate Honds du`�ing the
twelve months ending with the month., 'preceding.. the date o
calculation:'or such' shorter' period that . such, Variable: Rate
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Bonds shall have:been,Outstanding under .this :Resolution°, end'
= (�B).:the : actual :.rate. of , interest on- such ..-Variable :Rate ,Bonds zt{x•��-
on the ,:date of :calculation.
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(b) In the case of Put Bonds, the "put" date or
dates shall be ignored if the source for payment of said
"put" is a Credit Facility or a Liquidity Facility and the
stated dates for Amortization Requirements and principal
payments shall be used, and in the case of Bonds secured by
a Credit Facility or a Liquidity Facility, the terms of the
reimbursement obligation to the issuers thereof shall be
ignored and the stated dates for Amortization Requirements
for Term Bonds and principal payments shall be used; pro-
vided, however, that during any period of time after the
issuer of a Credit Facility or a Liquidity Facility has
advanced funds thereunder, the reimbursement obligation of
which is payable from and secured on a parity with the Bonds
and before such amount is repaid, Annual Debt Service
Requirements shall include the principal amount so advanced
and interest thereon, in accordance with the principal
repayment schedule and interest rate or rates specified in
the Credit Facility or Liquidity Facility, in lieu of the
stated principal of and Amortization Requirements and inter-
est on such Bonds;
(c) In the case of Extendible Maturity Bonds, the
Bonds shall be deemed to mature on the later of the stated
maturity date or the date to which such stated maturity date
has been extended;
_ (d) In the case of Capital Appreciation Bonds, the
principal and interest portions of the Accreted Value of
Capital Appreciation Bonds becoming due at maturity or by
virtue of an amortization requirement shall be included in
the calculations of accrued and unpaid Annual Debt Service
Requirements in the year in which said principal and inter-
est portions are due and payable;
(e) In the case of Capital Appreciation and Income
Bonds, the principal and interest portions of the Appreci-
ated Value of Capital Appreciation and Income Bonds shall be
included in the calculations of accrued and unpaid Annual
Debt Service Requirements in the year in which said `princi-
pal and -interest portions are due and payable;
(f) In the case of Balloon Bonds or Interim Bonds,
the debt service requirements of the Balloon Bonds or
Interim Bonds may be excluded and in lieu thereof the Bal-
loon Bonds or Interim Bonds shall be viewed, for purposes'of
the computation of Annual Debt Service Requirements, as debt _
securities having a comparable Federal tax status as such
Balloon Bonds or Interim Bonds, hypothetically maturing�in
substantially equal annual payments of principal and inter`'
est over a period of not more than 30 years from the date of
issuance thereof, bearing interest at a fixed rate per annum -
equal to the average interest rate per annum for such debt
securities on the date of issuance of the Balloon Bonds or
Interim Bonds and issued by issuers having a credit rating, _
issued by Moody's Investors Services, Inc. or any successors -
thereto or Standard & Poor Is Corporation or any', successors -
thereto comparable to that of the City, as shown- by ` a cer-
tificate. of- an underwriting or investment, banking: .firm
experienced in.marketing such securities; and
(g) If all or a portion of the principal of or,
interest on &.Series of.Bonds is payable from funds irrevoc
- ably set aside or deposited for such purpose,' together with
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projected .earnings, thereon to -the extent -such earnings are �
projected to .be from Permitted _Investments, such principal
or interest shall not be included in determining Annual Debt
Service,.Requir'ements'.
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"Appreciated Value" shall mean (i) as of any date of compu-
tation with respect to any Capital Appreciation and Income Bond
up to the Interest Commencement Date set forth in the resolution
of the Commission providing for the issuance of such Bond, an
amount equal to the principal amount of such Bond (the principal
amount at its initial offering) plus the interest accrued on such
Capital Appreciation and Income 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 as set forth in the resolution of the
Commission providing for the issuance of such Bonds, compounded
periodically, plus, with respect to the payment upon redemption
or acceleration of the Capital Appreciation and Income Bonds, if
such date of computation shall not be an Interest Payment Date, a
portion of the difference between the Appreciated Value as of the
immediately preceding Interest Payment Date (or the date of orig-
inal issuance if the date of computation is prior to the first
Interest Payment Date succeeding the date of original issuance)
and the Appreciated Value as of the immediately succeeding Inter-
est Payment Date calculated based upon an assumption that Appre-
ciated Value accrues in equal daily amounts on the basis of a
year of twelve 30-day months and (ii) as of any date of compu-
tation on and after the Interest Commencement Date, the Appreci-
ated Value on the Interest Commencement Date.
"Balloon Bonds" shall mean any Bonds issued under this Reso-
lution, interest on which is payable periodically and twenty five
percent (25%) or more of the original principal amount of which
matures during any one Fiscal Year and for which maturing princi-
pal amount Amortization Requirements have not been designated in
the resolution of the City authorizing the issuance of such
Bonds.
"Bonds" shall mean the Series 1989 Bonds, authorized to be -
issued pursuant to this Resolution, together with any additional
parity Bonds hereafter issued pursuant to this Resolution.
"Bondholder", "Holder", "Holder of Bonds" or "Owner" or any
similar term, shall mean any person, who shall be the registered _
owner of any outstanding Bond or Bonds.
"Capital Appreciation Bonds" shall mean any Bonds issued
under this Resolution as to which interest is compounded periodi
cally on each of the applicable periodic dates designated for
compounding and payable in an amount equal to the then current
Accreted Value only at the maturity, earlier redemption or other
payment date therefor, all as so designated by subsequent pro-
ceedings of the Commission relating to the issuance thereof, and
which may be either Serial Bonds or Term Bonds.
"Capital Appreciation and Income Bonds" shall mean any Bonds
issued under this Resolution as to which accruing interest is not
paid prior to the Interest Commencement Date specified in the
resolution authorizing such Bonds and the Appreciated. Value for
such Bonds is compounded periodically on certain designated dates
prior to the Interest Commencement Date for such Series of Capi-
tal Appreciation and Income Bonds, all as so designated by ubse-
quent proceedings of the Commission relating to.. the .issuance
thereof and which may be either. Serial Bonds or: Term Bonds.
"City" shall.mean the.City of Miami, Florida. �
"City -Clerk" -shall mean the Clerk of the City.or:the officer
succeeding to his principal functions.
'Tity.,Kanager" shall mean the City Manager of the %City car °m
his :designee or `:::the, officer succeeding to: his princ palr.z f.1
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"Code" shall mean the Internal Revenue Code of .19861, as
amended from time to time, and the regulations promulgated there-
- under and applicable regulations promulgated under the Internal
Revenue Code of 1954, as amended.
"Commission" shall mean the City Commission of the City.
"County" shall mean Dade County, Florida.
"Credit Facility" shall mean an irrevocable letter of cred-
itt policy of municipal bond insurance, guaranty, purchase agree-
ment, credit agreement or similar facility in which the entity
_ providing such facility irrevocably agrees to provide funds to
make payment of the principal of, premium, if any and interest on
Bonds.
"Defeasance obligations" shall mean to the extent permitted
by law:
(i) Direct general obligations of, or obligations
the payment of the principal of which and the interest on
which is unconditionally guaranteed by, the United States of -
America; and
(ii) Evidences of indebtedness issued by the Lank for _
Cooperatives, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation (including participation certificates),
Federal Land Banks, Federal Financing Banks, or any other
agency or instrumentality of the United States of America =
_ created by an act of Congress which is substantially similar
to the foregoing in its legal relationship to the United
States of America; provided that the obligations of such _
agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instru-
mentality of the United States of America; and
(iii) Evidences of ownership of proportionate inter-
ests in future interest and principal payments on specified
obligations described in (i) above held by a bank or trust
company as custodian, under which the owner of the invest
went :is the real party in interest, and has the, right i, to:
_ proceed directly and individually against the obligor on the
underlying obligations described in (i) above, and :which
_underlying obligations are not available to satisfy any
claim of the custodian or any person claiming through the -
custodian or to whom the custodian may obligated; and
(iv) Obligations described in Section 103(a).of..the
Internal Revenue Code of 1986, as amended, which do not
permit redemption prior to maturity at, the option of._ theA
obligor and provision for the payment of the principal o.f,-
premium, if any, and interest on which shall have been made
by the irrevocable deposit .with a bank or trust company,
acting as a trustee or escrow agent for holders of such
obligations or securities described in clauses (i) or (ii)
above, the maturing principal of and interest on which,;:when
due and payable-, will. provide sufficient, monies to ; :pay when.,.,
due the principal of, premium if any, and interest on ouch'
.obligations, and which;: securitiesdescribed in:"clausesF{i} -; sa
or (i) above are not available to satisfy: any. othet 'cl4fri-
includin ate claim of :ahe trustee or esorow, a ent.or ofK.an " 's
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person claiming .through the; trustee or escrow agent'.o s tQ
:whom, the.<.trustee:=or , escrow:.agent :may. be: obligated,; a.ncludirig
An. the event of the insolvency of -,the, trustee �or escrow: �1
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:agent orprpceedings Arising: out -of such insolvency.
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"!Director of l ftnance" : shal i mean the ,Director .off f nan►�e oar. �, '
th7e [�`.ty�,:Q/r�/:�hi'a .designee or- the of sugceed`ng..to hiEpr'i. , x.,
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"Fiduciaries" shall mean the paying Agent, the Registrar and
any trustee appointed and acting under this Resolution.
"Fiscal 'Year" shall mean that period commencing on October
1, and continuing to and including the next succeeding September
30, or such other annual period as may be prescribed by law or by
the City in accordance with law.
"Guaranteed Entitlement Revenues" shall mean the moneys
received by the City each year from the State Revenue Sharing
Trust Fund for Municipalities pursuant to Chapter 218, Part II,
Florida Statutes, to the extent of the City's "guaranteed enti-
tlement", as such term is defined in Section 218.21(6)(b),
Florida Statutes.
"Interest Commencement Date" shall mean, with respect to any
particular Capital Appreciation and Income Bonds, the date speci-
fied in the resolution providing for the issuance of such Bonds,
(which date must be prior to the maturity date for such Bonds)
after which interest accruing on such Bonds shall be payable
semi-annually or otherwise on a periodic basis prior to maturity,
with the first such payment date being the applicable Interest
Payment Date immediately succeeding such Interest Commencement
Date.
"Interest Payment Date" shall mean for each Series of Bonds
such.dates of each Fiscal Year on which interest on the Bonds is —_
payable on any Bonds that are Outstanding, as set forth in the
proceedings of the City providing for the issuance of such Series
of Bonds.
"Interim Bonds" shall mean any Bonds issued under this Reso-
lution on an interim basis which are expected to be repaid from
the proceeds of Bonds or other indebtedness.
"Liquidity Facility" shall mean a letter of credit, line of
credit, policy of municipal bond insurance, guaranty, purchase
agreement or similar facility in which the entity providing such
facility agrees to provide funds to pay the purchase price of Put
Bonds upon their tender by the Holders of Put Bonds.
"Mayor" shall mean the Mayor of the City or in the absence
or disability of the Mayor of the City, the Vice Mayor of the
City or the officers succeeding to their principal .functions.
"Maximum Annual Debt Service" shall mean, at any time and
with respect to all of the Bonds or any particular. Series of,the
Bonds (as appropriate), the greatest Annual Debt Service Require-
ment in the then current or any succeeding Fiscal Year. < For
purposes of this definition, references .to amounts payable. -In
respect of Bonds..shall: include amounts similarly. payable:,1in
respect of Alternative Parity Debt; provided that, with respect
to Alternative Parity Debt, the term "Maximum, Annual Debt
Service" shall --not include such 'portions of the amounts.computed
in (a), '(.bp' and. c -- above :as are available from. a nother:_.revenuc ._
— ( )�
source which secures the Alter native:ParityDebt either prior to
or7-on 4 par-ity.. with, Guaranteed; Entitlement Revenues.
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respect -to amounts ",required to` be _on::.deposit � in the Debt °Service; y
Reserve `Account, ::'Maacimum 'Annual. Debt' -Service" °:hall °'have the k
meaning :yet i forth,:; immediately ;:above,::, .unless, :Ihi� the,: opinxpn rah �i
— nationally ,,recoOnized:i.�.bond: counsel, ;.satisfaction ;.byr�the City,
_ Bach ' ;°wily''< .;interest on =any of „the=Bonds
'requirement -cause :tp Q
nclud.b�.e n gross income for federal income tax. purposes,
which` event,. " Max mum Annual. Debt " Servi"cep'..-shall ,,mean 1such 11�@SSW
m�ctnu�aemonnt; aswil:• -not cause }such` result, r ' .', ax,r: r �,'� w{r..
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01989 Project" shall mean the capital improvements described
in Exhibit A hereto to be financed with the proceeds of the
Series 1989 86nds, or, in the event that the City elects not to
ptodeed with any of such Capital improvements, such other capital
iMptoloMents designated in subsequent proceedings of the City to
be financed from the proceeds of the Series 1989 Bonds.
"Outstanding" when used with reference to the Bonds, shall
mean, as of any date of determination, all Bonds theretofore
authenticated and delivered except;
(i) Bonds theretofore cancelled by the Registrar or
delivered to the Registrar for cancellation;
(ii) Bonds which are deemed paid and no longer Out-
standing as provided herein;
(iii) Bonds in lieu of which other Bonds have been
issued pursuant to the provisions hereof relating to Bonds
destroyed, stolen or lost, unless evidence satisfactory to
the Registrar has been received that any such Bond is held
by a bona fide purchaser; and
(iv) For purposes of any consent or other action to
be taken hereunder by the Holders of a specified percentage
of principal amount of Bonds, Bonds held by or for the
account of the City. _
"Paying Agent" shall mean any bank or trust company or any
successor bank or trust company appointed by the City to act as
Paying Agent hereunder.
"Permitted Investments" shall mean and include such obliga.
tions as shall be permitted to be legal investments of the City
by the laws of the State.
"Pledged Funds" shall mean, collectively, the Guaranteed
Entitlement' Revenues and, except for moneys, securities and
instruments in the Rebate Fund, all moneys,securities -and
instruments held in the Funds and Accounts created and estab=
lished by this Resolution.
"Purchasers" shall mean the initial purchasers of the Series
1989 Bonds as provided in subsequent proceedings of the City'with_
respect to the Series 1989 Bonds.
"Put Bonds" shall mean the Bonds which by their terms may be
tendered by and at the option of the owner thereof for payment by
the City prior to the stated maturity thereof.
"Registrar" shall mean the officer of the City or a bank or
trust company appointed by the City, locatedwithinor without
the State of Florida, who or which shall maintain the registra-
tion books of the City and be responsible for the transfer'and
exchange of the Bonds, and who or which may also be`the`Paying
Agent for the Bonds
"Reserve Account Insurance Policy" shall mean ;the insurance
policy, surety bond or other acceptable evidence of insurance,
any, deposited in the Debt Service Reserve Account in lieu=of o �
in°partial substitution for 'cash;or,securities`on deposit there M
in.. The issuer providing such insurance shall be a:munici al `
p its
bond "insurer rated, at.'the i -time of deposit in the° :Debi Service r
Reserve=Account, °in any of the three highest rating categories ;,A `
either Mood�►'s Investors Service, Inc. or any successors there�r
or .Standard & Poo"r' a Corporation 'or any. successor`s` Cher"eof.
'"Reserve ' Account Letter of Credi f " shall mean': the irav4c
a�blet, transferab7. letter of credit, if any, ° deposited
4n"fr3:.atira .r
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Debt Service Reserve Account in lieu of or in partial substitu
tion for cash or securities on deposit therein. The issuer pro=
viding such letter of credit shall be a banking association, bank
or trust company or branch thereof rated, at the time of deposit
into the Debt Service Reserve Account, in any of the three high-
eat rating categories of either Moody's investors Service, Inc.
or any successors thereof or Standard s Poor's Corporation or any
successors thereof.
"Resolution" shall mean this Resolution as the same may from
time to time be amended and supplemented in accordance with the
terms hereof.
"Serial Bonds" shall mean the bonds of an issue which shall
be stated to mature in annual or semi-annual installments but not
including Term Bonds.
"Series" shall mean all of the Bonds authenticated and
delivered on original issuance and pursuant to this Resolution or
any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and deliv-
ered in lieu of or in substitution for such Bonds pursuant to
Article II hereof, regardless of variations in maturity, interest
rate or other provisions.
"Series 1989 Bonds" shall mean the Guaranteed Entitlement
Revenue Bonds, Series 1989 authorized to be issued under this
Resolution in the aggregate principal amount not to exceed
$6,500,000.
"State" shall mean the State of Florida.
"Term Bonds" shall mean the Bonds of any Series which shall
be stated to mature on one date and for the amortization of which
payments are required to be made into the Bond Redemption Account
in the Sinking Fund.
"Variable Rate Bonds" shall mean Bonds, which may be either
Serial Bonds .or Term Bonds, issued with a variable, adjustable,
convertible or other similar rate which is not fixed in percent-
age for the entire term thereof at the date of issue.
Words importing singular number shall include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations. Words defined in Section
101 hereof that appear in this Resolution in lower case form
shall have the meanings ascribed to them in the definitions in
Section 101 unless the context shall otherwise indicate. The
.words "Bond"I Owner"I Holder and person shall include the
plural as well as the singular number unless the context shall
otherwise indicate. The word "person" shall include corporations.
and associations, including public bodies, as well as natural -
persons, unless the context shall otherwise indicate. The word
"Bond" or "Bonds" and the words "revenue bond" or "revenue bonds"
shall mean any Bond or Bonds or all of the Bonds, as the case -may
be, issued under the provisions of this Resolution. The word ;r
"Resolution" shall include this Resolution and each resolution =
supplemental hereto.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This Resolu
tion is adopted pursuant to the provisions of the Act.
SECTION 103. FINDINGS. It is hereby ascertained, deter=
mined. and declared: ?}
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(a) Under the Act, the City is entitled to receive
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the Guaranteed Entitlement Revenues.
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_ (b) The principal of and interest on the Bonds and
all required sinking fund, reserve and other payments shall
be payable solely from the Pledged Funds. None of the City,
the County# or the State of Florida or any political sub-
division thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of or interest on the Bonds or to make any of the
sinking fund, reserve or other payments required by this
Resolution or the Bonds, and the Bonds shall not constitute
a lien upon any property owned by or situated within the
corporate territory of the City, except as provided herein
with respect to the pledged Funds.
(c) The estimated Pledged Funds will be sufficient
to pay all principal of and interest on the Bonds to be
issued hereunder, as the same become due, and to make all
sinking fund, reserve or other payments required by this
Resolution.
SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In conside-
ration of the acceptance of the Bonds authorized to be issued
hereunder by those who shall own the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract
between the City and such Bondholders, and the covenants and
agreements herein set forth to be performed by the City shall be
for the equal benefit, protection and security of the owners of
any and all of such Bonds, all of which shall be of equal rank
and without preference, priority, or distinction of any of the —
Bonds over any other thereof except as expressly provided therein
and herein.
[END OF ARTICLE I]
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ARTICLE II
ADTHORIZATIONr TERMSr EXECUTION AND
REGISTRATION OF BONDS; THE PROJECT
SECTION 201. AUMRIZATION OF THE SERIES 1989 BONDS. SUb
jest and pursuant to the provisions of this Resolutions Bonds of
the City to be known as Guaranteed Entitlement Revenue Bonds,
Series 1989 ( the "Series 1989 Bonds"),, are hereby authorized to
be issued in an aggregate principal amount not to exceed Six
Million Five Hundred 'Thousand Dollars ($6,500,000), for the pur-
pose of providing funds to pay costs of the 1989 Project and to
pay certain costs of issuance of the Series 1989 Bondss which
Bonds may be issued all at one time or from time to time in
Series, and if in Series, may be dated, numbered, and designated
as to Series, all as shall be determined by subsequent proceed-
- ings of the City.
Subject to the limitations contained herein, the Series 1989
Bonds shall be issued in such aggregate amount, shall be dated,
shall mature on such dates and in such amounts, shall be in the
form of Serial Bonds or Term Bonds or a combination thereof,
shall have such Interest Payment Dates, shall bear interest at
such rates, shall have such Amortization Requirements, shall be
subject to redemption at such times, at such prices and pursuant
to such notice provisions, as shall be determined by subsequent
proceedings of the City.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise speci-
fied by the City in subsequent proceedings, any Bonds issued
pursuant to this Resolution shall be issued in fully registered
form and, if the Registrar issues notice of the availability of
exchanging registered Bonds for coupon Bonds, in coupon form. If
the Registrar receives an opinion of counsel of recognized stand-
ing in the field of law relating to municipal bonds to the effect
that the issuance of any of the Bonds in coupon form will not
adversely affect the exclusion from gross income for,. Federal
income tax purposes of the interest on any of the Bonds,,the
Registrar may, at the written direction of the City, mail notice to the registered owners of the Bonds of the availability of
exchanging registered Bonds and coupon Bonds. Registered Bonds
may then be exchanged for an equal aggregate principal amount of
coupon Bonds of the same Series and maturity of any-
authorized
denomination and coupon Bonds may be exchanged for an equal
aggregate principal amount in the manner provided in this Resolu-.
tion. -
Unless otherwise specified by the City in subsequent.pro-
ceedings, the Bonds of a Series shall be dated as determined by
subsequent proceedings of the City relating to the issuance of
such Series of Bonds; shall bear interest, which may be fixed or
variable, from their date at a rate not exceeding the legal sate
per annum, with interest mailed to the registered Holder thereof
on each Interest Payment Date by the Paying Agent at the address
shown on the registration books of the City (held by'the-,Regis
trar) at the close of business on the 15th -day of the calendar
month preceding an Interest Payment Date (in -each case a,"Regular
Record Date"),` except for (i) Capital Appreciation Bonds which A{.
shall -bear interest as described under the defined term Accreted
Value, payable only upon redemption, acceleration or maturity`
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thereof and- (ii) CapitalAppreciation and (Income-Bonds-:Ighich
shall' bear interest as describe& nder the defined teem Appre ,g
ciated'Value, payable on the amount due at;'maturity:.but,�onl¥`"fr4m "4
and ,after the 'Interest- Commencement Date; 'shall --be letteredr"a d 4x
shall be' ->numbered' Imsuch manner as determined by subsequent �~
proceedings of the City relating to the issuance . of .such,' Sirs 4 "
of Bonds ' shall 'be in ' the° -denomination of `'°$5, QOD x and► in sgra , F i
mvltiple-., thereof, except for (I) `Capital . Apprectation
why cb may ` be } yin .ti.a 1X= " ssued :in any Y denom3 nat°ion BQ 7 4 �g° 4"
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their Accreted Value at maturity shall be $5,000 or any integral
_— multiple thereof and (ii) Capital Appreciation and Income Bonds,
which may be initially issued in any denomination so long as
their Appreciated Value at the Interest Commencement Date shall
be $5i000 or any integral multiple thereof; and shall mature on
such dates, in such years and in such amounts, as determined by
subsequent proceedings of the City relating to such Series of
Bonds. Notwithstanding anything in this paragraph to the con-
trary. any interest not punctually paid on a Regular Record Date
shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid at the close of business
on a special record date for the payment of such defaulted inter-
est to be fixed by the Paying Agent, notice of which shall be
given not less than 10 days prior to such special record date to
such registered Holder.
The Bonds issued hereunder may be Serial Bonds or Term Bonds
and may be Variable Rate Bonds, Capital Appreciation Bonds,
Capital Appreciation and Income Bonds, Extendible Maturity Bonds,
Balloon Bonds, Interim Bonds, Put Bonds and such other types of
bonds as may be marketable from time to time, including, without
limitation, taxable Bonds and Bonds issued in book entry form, as
determined by subsequent proceedings of the City.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each
Series may be subject to redemption prior to maturity at such
times, at such redemption prices and upon such terms in addition
to the terms contained in this Resolution as may be determined by -
subsequent proceedings of the City, which subsequent proceedings
may contain redemption notice provisions. The redemption provi-
sions and the redemption notice provisions for the Series 1989
Bonds shall be established in the manner described in the second
paragraph of Section 201 of this Resolution.
Unless otherwise provided by subsequent proceedings, in
-= addition to any required redemption notice to Bondholders, the
City shall give notice of redemption for Bonds being redeemed to
registered securities depositories and to national information
services that disseminate redemption notices at least 2 business
days in advance of the notice mailed to holders of Bonds by.send-
ing notice to depositories such as Depository Trust Company of
New York, New York, Midwest Securities Trust Company of Chicago,
Illinois, Pacific Securities Depository Trust Company of San
Francisco, California, and Philadelphia Depository Trust Company
s� of Philadelphia, Pennsylvania and to national information
services such -as Financial Information Inc.'s Daily Called Bond
Service, Interactive Data Corporation's Bond Service, Kenny
Information Service's Called Bond Serve, Moody's Municipal and
Government News Reports and Standard and Poor's Called -:Bond
Record.
In addition, the Paying Agent shall publish notice of
redemption one time in The Bond Buyer of New York, New York or if
the Paying Agent believes that such publication is impractical or
unlikely to reach a substantial number of owners of the Bonds to
be redeemed, in some other financial newspaper or journal :which 4,1
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regularly carries notices of redemption of other obligations
similar to the Bonds, such publication to be made at least 30
days prior to the date fixed for redemption.
S<
Notwithstanding the foregoing additional notice.provisionsi
additional: notices or.an =deecp"
failure to mail or publish such y-
therein shall not affect the. validity. of any. redemptioa.; prc`ceed
ngs -'as to: which notice of such redemption has been. = gropsr3y
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given-to.such Bondholder
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SECTION 204. EXECUTION OF BONDS The Bonds. shall be �exa ;
cuted in .the name of he City by the Mayor, and the seal of � the _
CA.ty or :a faoira3.e thereof shall, be: affixed,.tk►ereto. or: ;_mp�.nt�
} y Y
or reproduced thereon and attested by the City Clerk, either
— manually or with their facsimile signatures, except to the extent
that applicable law requires that such signatures be manual. In
case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the
Bonds so signed and sealed shall 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 and
sealed such Bonds had not ceased to hold such of f ice. Any Bond
may be signed and sealed on behalf of the City by such person as
at the actual time of the execution of such Bond shall hold the
proper office, although at the date of such Bonds such person may
not have held such office or may not have been so authorized.
The Bonds of each Series shall bear thereon a certificate of
authentication, in the form set forth in Exhibit A hereto, exe-
cuted manually by the Registrar. Only such Bonds as shall bear
thereon such certificate of authentication shall be entitled to
any right or benefit under this Resolution and no Bond shall be
valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar.
Such certificate of the Registrar upon any Bond executed on
behalf of the City shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under
this Resolution and that the Holder thereof is entitled to the
benefits of this Resolution.
If the Bonds of a Series have been validated, the validation
certificate on the back of each of the Bonds of such Series shall
be signed with the facsimile signatures of the present or any
future Mayor and City Clerk, and the City may adopt and use for
that purpose the facsimile signature of any person who shall have
been such Mayor and City Clerk at any time on or after the date
of the Bonds, notwithstanding that he may have ceased to be.such
Mayor and City Clerk at the time when said Bonds shall be actual-
ly delivered.
SECTION 2050 NEGOTIABILITY, REGISTRATION AND CANCELLA-
TION....At the option of the registered Holder thereof and upon
surrender thereof at the principal corporate.trust office of the
_
Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered Holder -or his duly
-- authorized attorney and upon payment by such Holder of -,any
—_ charges which the Registrar or the City may make as provided in
this Section, the Bonds may be exchanged for Bonds of the same
_
aggregate principal amount of the same Series and maturity.of.any.
other authorized denominations.
The Registrar shall keep books for the registration of Bonds
and for the registration of transfers of Bonds. The Bonds shall
be transferable by the Holder thereof in person or by his attor-
ney duly authorized in writing only upon the books of the City
kept by the Registrar and only upon surrender thereof together
with a written instrument of transfer satisfactory to the Regis-
trar duly executed by the Holder or his duly authorized attor-
ney. Upon the transfer of any such. Bond, the City,shall cause to
_
be issued.in the name of the transferee a new Bond or Bonds.
The City, the Paying; Agent and the,,, Registrar may : deem,°:and
treat the; person .in . whose name, any. Bond shall be : registered•;, ,upon
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the books kept,,, by the Registrar, as the:,absolut.e:Holder of_,such
=r
Hond,.;. whether .such Bond, :shall. be overdue or:! not., for: the., pu,rpos,
of : receiving payment , of ,_..or . on account ."of: ;:"the , principal:.= of 0.
- preen um, ; if any,, and:,> it�teres on such. "Hond as .-the :same b. eomee
x,
duet and: for all,.;other .purposes, All such... payments-:so=Made ..:to anY
such Ho,,der or ;; upon ; his : order. shall -; be :vale d .and: ef.f
ati y ;end dischargeiab� ].ity. upon "Such-- Bond.,�tQ, the a teh
o :the ;. hum ,.off ..s;ums „so —.paid,',. and: neither:; the ;_ City, . lbeY9:
gel nix i the „shall, be, ,af fect_ed by any ;..not oe ,. tQ
;Reg.�.str,ar
con xfAA,X
W #I
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the City shall execute and the
Registrar shall authenticate and deliver Bonds in accordance with
the provisions of this Resolution. All Bonds surrendered in any
such exchanges or transfers shall forthwith be delivered to the
Registrar and cancelled by the Registrar in the manner provided
in this Section. There shall be no charge for any such exchange
or transfer of Bonds, but the City or the Registrar may require
the payment of a sum sufficient to pay any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer. Neither the City nor the Registrar shall
be required (a) to transfer or exchange Bonds of any Series for a
period of 15 days next preceding any selection of Bonds of such
Series to be redeemed or thereafter until after the mailing of
any notice of redemption; or (b) to transfer or exchange any
Bonds of any Series called fbr redemption.
Except as may otherwise be provided with respect to Put
Bonds in the proceedings of the City providing for the issuance
thereof, all Bonds paid or redeemed, either at or before maturity
shall be delivered to the Paying Agent when such payment or
redemption is made, and such Bonds, together with all Bonds pur-
chased by the City, shall thereupon be promptly cancelled. Bonds
so cancelled may at any time be destroyed by the Paying Agent,
.who shall execute a certification of destruction in duplicate by
the signature of one of its authorized officers describing the
Bonds so destroyed, and one executed certificate shall be filed
with the City and the other executed certificate shall be
retained by the Paying Agent.
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, destroyed, stolen or
-- lost, the City may execute and the Registrar shall authenticate
and deliver a new Bond of like Series, date, maturity, denomina-
tion and interest rate as the Bond so mutilated, destroyed,
stolen or lost; provided that, in the case of any mutilated Bond,
such mutilated Bond shall first be surrendered to the City and,
in the case of any lost, stolen or destroyed Bond, there shall
first be furnished to the City and the Registrar evidence of such _
loss, theft, or destruction satisfactory to the City and the
Registrar, together with indemnity satisfactory to them. In the
event any such Bond shall be about to mature or have matured or
have been called for redemption, instead of issuing a duplicate
Bond, the City may direct the Paying Agent to pay the same with
out surrender thereof. The City and Registrar may charge the
Holder of such Bonds their reasonable fees and expenses in con-
nection with this transaction. Any Bond surrendered for replace-
ment shall be cancelled in the same manner as provided in Section
205 hereof.
Any such duplicate Bonds issued pursuant to this Section
shall constitute additional contractual obligations on the part -
of the City, whether or not the lost, stolen or destroyed Bonds
be at any time found by anyone, and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rights as to -
lien on and source and security for payment from the Pledged
Funds, with all other Bonds issued hereunder.
a
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TFXPORARY
BONDS. Unless otherwise specified by the City in subsequent z`
proceedings, the definitive Bonds of each Series shall be.l'itho-
graphed or printed. Until the definitive Bonds are prepared;'fhe
- Mayor and City Clerk may execute and the Registrar may authentic
`r�4=
cate, in the same manner as is provided in Section 204,'` ans r
deliver, in lieu of definitive Bonds, but subject to the, -:same'
provisions, limitations and conditions as :the definitive.Bonds', 3,*_
one or more printed, lithographed or typewritten' temporary,.MIT
r I `_
registered Bonds, substantially of the tenor of atn the ; defi ta.ve_', $,frs
Bonds, in lieu' of which such temporary Bond or Bonds ar.e iesued,`
1
N Ji 4 _
--
in authorized denominations or any whole multiples thereof, and
with such omissions, insertions and variations as may be appro-
priate to such temporary Bonds. The City at its own expense
shall prepare and execute and, upon the surrender at the corpo-
rate trust office of the Registrar of such temporary Bonds for
which no payment or only partial payment has been provided, the
Registrar shall authenticate and, without charge to the Holder
thereof, deliver in exchange therefor, at the principal corporate
trust office of the Registrar, definitive Bonds of the same
aggregate principal amount, 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.
SECTION 208. PORN OF BONDS. The text of the Bonds shall be
of the tenor set forth in'Exhibit B to this Resolution, with such
omissions, insertions and variations as may be necessary and
desirable and authorized or permitted by this Resolution or sub-
sequent proceedings of the City.
[END OF ARTICLE II]
4
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS NOT To BE INDEBTEDNESS OF THE CITY. The
Bonds shall not be and shall not constitute an indebtedness of
the City, within the meaning of any constitutional, statutory of
charter provisions or limitations; but shall be payable solely,
as provided in this Resolution` from the Pledged Funds. No
holder or holders of any Bonds issued hereunder shall ever have
the right to compel the exercise of the ad valorem taxing power
of the City, or taxation in any form of any real or personal
property therein, or the application of any other funds of the
City to pay the Bonds or the interest thereon or the making of
any sinking fund or reserve payments provided for herein.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premium, if any, on all
of the Bonds issued hereunder and any additional parity Bonds
hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged
Funds. The Guaranteed Entitlement Revenues in an amount suffi-
cient to pay the principal of and interest on the Bonds herein
authorized and to make the payments into the Sinking Fund (here-
inafter created and established) and all other payments provided
for in this Resolution, as well as moneys held in the funds and
accounts created under this Resolution (other than the Rebate
Fund), are hereby irrevocably pledged to the payment of the prin-
cipal of and interest on the Bonds authorized herein, and other
payments provided for herein, as the same become due and pay-
able.
-- The Bonds - and the obligation evidenced thereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Pledged Funds all in the manner
provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS.
(a) All moneys received by the City from the sale of the
— Series 1989 Bonds, unless otherwise provided in subsequent _pro
ceedings of the City, shall be simultaneously `disbursed as
follows:
(1) Proceeds derived from the sale of the Series
1989 Bonds equal to the accrued interest on the Series 1989
Bonds shall be deposited in the Interest Account, herein
after created and established, and used for the purpose' 'of
paying interest on the Series 1989 Bonds as the same becomes
due and payable. -
(2) Proceeds derived from the sale of the Series
1989 Bonds equal to the costs of issuance`of the Series 1989'
Bonds shallbe deposited in a Cost of Issuance Fund which Is'
hereby created and established and used for the -purpose of
paying such costs of issuance of the Series :1989 Bonds as
the City shall determine are appropriate.
fSti;
Proceeds derived' from the sale of the Series'
1989 Bonds equal to the Maximum Annual Debt Service, of the:
Series 1989 Bonds- shall be deposited` in the,Debt Service k
Reserve*Account,:hereinafter 'created and established. Wzt
( 4) :. The balance of • the "proceeds derived from 'the
sale : of . the. Series 1989 :,.Bonds--, shall 'be deposited sin a' ` und?
i;n a ;: bank Qr 'trust company 'which is eligible' under Sta le
laws; ;to receive `deposits of municipal `funds,. which fupd a:#:
hereby- created, : e"stablished end designated. as the "Project <°
fund!' 77.
Proceeds of the Series 1989 Bonds on deposi15
t in the t5
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_� ... .... ._.-•.-s..Y....s.•.r.•6.;.44rv`n'sku wcL".vaea,ai.1
Project Fund shall be used for the purpose of paying the
costs of the 1989 Project. Withdrawals may be made from the
Project Fund upon receipt of a written requisition executed
by the duly authorized official of the City, specifying the
purpose for which such withdrawal is to be made and certify-
ing that such purpose is included within the scope of the
project for which such Series of Bonds was issued and
related purposes. Such purposes may include the payment of
capitalized interest on such Bonds in such amounts as the
City shall determine to be appropriate. If for any reason
the moneys in the Project Fund, or any part thereof includ-
ing any investment earnings on deposit therein, are not
necessary for, or are not applied to the purposes provided
in this Resolution for the Project Fund, then such unapplied
proceeds, upon certification of a duly authorized officer of
_ the City that ouch surplus proceeds are not needed for the
purposes of the Project Fund, shall be disbursed in the fol-
lowing order:
First, to the Debt Service Reserve Account,
hereinafter created and established, to the full
extent necessary to make the amount then on deposit
therein equal to the Maximum Annual Debt Service pay-
able on the Bonds then Outstanding.
_ Second, the balance, if any, to.the redemption
or purchase or payment of principal of Outstanding
Bonds or for any other lawful purpose.
Moneys on deposit in the Project Fund may be invested
and reinvested to the fullest extent practicable in Per-
mitted Investments maturing not later than such date or
dates on which such moneys will be needed for the purposes
of the Project Fund. The earnings and investment income
derived from .the moneys and investments on deposit In the
Project Fund shall, at the discretion of the City, be
deposited and maintained in the Project Fund and used .for _
the purposes thereof or transferred to the Interest Account
and used for the purposes thereof.
(b) All moneys received by the City from the sale of any.
Series of Bonds, other than the Series 1989 Bonds, authorized.and
issued pursuant to this Resolution, unless otherwise provided by
subsequent proceedings of the City authorizing such Series of
Bonds, shall be simultaneously disbursed as follows:
(1) The accrued interest, if any, derived from the
sale of Bonds shall be deposited in the Interest .Account,
hereinafter created and established, and used for the pur.-
pose of paying interest on the Bonds as the same becomes due _
and payable. _
(2) From the proceeds, of the sale of, such Bonds =
there may be deposited, together with other moneys•lawfully =
available therefor, if any, in the Debt Service Reserve
Account, hereinafter created and established, an' amount,
sufficient to make the amount in the Debt Service Reserve" L
Account "equal to the Maximum Annual Debt Service payable on
g Resolution.
the Bonds outstanding under the Resolutio ,
roceeds , derived
( 3 ) The :balance of the p:from . he
Gale of suoh; :Bonds,, other. than. Bonds issued to.::refundirPq.. 2"
ak
standing Bonds,: -together with other.:.moneys. lawfully aval,�
a:
able, _therefor, ' if any, shall_. be,_',deposited in the �r.o�e�?� ,
Fund.. and used:,,for ;the. purpose . of paying the: costs :of{ the
:::project _for" which such Series of, "Bonds was, issued►,r w inh
project maybe :any capital or other .project perma.tted " undex
aaw.'to.. be: undertaken by <-the: -City, 16
(4) The balance of the proceeds derived from the
sale of such Bonds issued to refund Outstanding Bonds shall
be applied to provide for the refunding of such Outstanding
Bonds to be refunded in the manner required by subsequent
proceedings of the City.
(c) The proceeds of the sale of the Bonds shall be and
constitute trust funds for the purposes hereinabove provided and
there is hereby created a lien upon such moneys, until so
applied, in favor of the holders of said Bonds.
SECTION 304. COVENANTS OF THE CITY. The City hereby cove-
nants and agrees with the holders of any and all of the Bonds
issued pursuant to this Resolution as follows:
= A. TAX COVENANTS. -
(1) The City will not take any action or omit to
take any action, which action or omission, if reasonably expected
on the date of initial issuance and delivery of the Bonds, would
result in inclusion in gross income for Federal income tax pur-
poses under Section 103(a) of the Code, of interest on the
Bonds. Particularly, the City will not take any action or omit -
to take any action, which action or omission, if reasonably
_ expected on the date of the initial issuance and delivery of the
Bonds, would have caused any of the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code.
(2) The City shall comply with the arbitrage rebate
covenants as provided in Section.304(E) hereof. -
B. COVENANT, AS, TO GUARANTEED ENTITLEMENT. REVENUES.- The
City covenantsthat it will not take.any action which will impair
or adversely affect the Guaranteed Entitlement Revenues, as here-
in pledged, or impair or adversely affect in any manner. the -
pledge of, the Guaranteed Entitlement Revenues made herein or the
rights of the Holders of the Bonds. The City shall be uncondi-
tionally and irrevocably obligated, so long as any of the Bonds
— are Outstanding and unpaid, to take all lawful action,necessary
or required to continue toentitlethe City to:receive the Guar-
anteed;Entitlement _Revenues in the same amounts and at_ the.same �-
rates;as now.provided by law to pay the principal.of, redemption.
_- premium,,.if any, and interest on the Bonds and to make the -other,
payments provided for herein.. The City shall.always be irreYoc=
ably and unconditionally obligated to take,.such action as may be
lawfully required under Chapter 218, Part II,,, Florida. Statutes,,
or such; other provision of State law governing Guaranteed Enti-
tlement Revenues, to entitle it to receive such Guaranteed Enti- _
tlement Revenues in the maximum amount provided by.law.,_:
C. GUARANTEED ENTITLEMENT FUND. As soon as the same are
received by the City, all of the Guaranteed Entitlement,,Revenues �'-
shall be forthwith deposited in a special fund -.designated as the -
"Guaranteed Entitlement Fund". The Guaranteed Entitlement Fund -
shall constitute a trust fund for the purposes provided in this
Resolution and shall be, maintained separate and distinct from 411.
other funds of the City and used only -for the purposes and in the
{ manner provided in this Resolution - D. DISPOSITION OF. GUARANTEED ENTITLE: REVMES. There # r�r
is hexeby�-...cre4tedl and established,,, the "Guaranteed _.Entitlement' �-
Sinking-k'_und" (hereinafter referred to, as,: the "Sinking ;rund!�} j f=
�I There,, are_: also., hereby;.cr,eated, four (4) separate arc Qpn ss iris the r
Sinking fund ,to be. _known gas.. the "Intexest.. Ac6ount,4e : °fir �nc�.�► ���
pal Account, " the "8ondsRedetnption, :,;Accountt''}r and the "De r S zvice ~;
Reserve AocQunt. n :,:The :Guaranteed ;Entitlement°..k'und x;and the y,S nki,
deposited . i.n. a .bank or trust:; cQpaY i� the:
t Stated whicl�.,=.ie..el,.gib,e : under.. State laws z.to _redeivs depsak
imunic,tal
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4',�i+�i .4f�r'a i1 '"L.�i'• �Yy�.a h x ' Y,?.Tr �E
xS tftY,.tY� Y I,.'M1 i 21 3 \ i`dlt ��
LIJ
All Guaranteed Entitlement Revenues at any time on deposit
in the Guaranteed Entitlement Fund shall be disposed of only in
the following manner:
(1) Guaranteed Entitlement Revenues shall first be
used, to the full extent necessary, for deposit into the
Interest Account in the Sinking Fund, on the fifteenth
(15th) day of each month, beginning with the fifteenth
(15th) day of the first full calendar month following the
date on which any or all of the Bonds are delivered to the
purchaser thereof, of such sums as shall be sufficient to
pay one -sixth (1/6th) of the interest becoming due on the
Bonds on the next semi-annual Interest Payment Date; pro-
vided, however, that such monthly deposits for interest
shall not be required to be made into the Interest Account
to the extent that money on deposit therein is sufficient
for such purpose and, provided further, that in the event
the City has issued additional parity Variable Rate Bonds
pursuant to the provisions of this Resolution, Guaranteed
Entitlement Revenues shall be deposited at such other or
additional times and amounts as necessary to pay the inter-
est becoming due on the Variable Rate Bonds on the next
Interest Payment Date, all in the manner provided in the
supplemental resolution authorizing such additional parity
Variable Rate Bonds or in a resolution determining the
details of Variable Rate Bonds that have been authorized but
not issued.
In the event the City shall hereafter issue Variable
Rate Bonds, the amount required to be deposited in the
Interest Account for the payment of interest on such Vari-
able Rate Bonds shall be calculated as of the first day of
each Fiscal Year and shall be based upon one hundred ten per
centum (110%) of the greater of (i) the average daily inter-
est rate on such Variable Rate Bonds during the preceding
Fiscal Year, or (ii) the actual rate of interest applicable
to such Variable Rate Bonds on the date of calculation.
The City shall, on each Interest Payment Date, trans-
fer to the Paying Agent moneys in an amount equal to 'the
interest due on such Interest Payment Date or shalladvise
the Paying Agent of the amount of any def iciency ' ' in- ;the
amount `so transferred so that the Paying Agent may give
appropriate notice required to provide for the payment of
such deficiency from any Reserve Account Insurance Policy or
Reserve Account Letter of Credit on deposit in the Debt
Service Reserve Account.
In the event that the period to elapse' between', the
date of the delivery of the Bonds and the next 'semi-annual
interest payment date will be other than six (6)' months;
then such monthly payments shall be adjusted=to provide the
required interest amount becoming due and payable on the
next interest payment date.
(2) (a) Guaranteed Entitlement Revenues shall next
be used, to the full extent necessary for deposit 'ire the
Principal Account yin the Sinking Fund, on the fifteenth
(15th) day of each month in each year, of one -sixth (1/6th)
of the principal amount of Serial Bonds which will- mature
and. become due on such semi-annual maturity dates ``and;one*
twelfth'' (1/12th) of the'` principal amount- of Serial' -, -.Bon
which will mature +and become due on such annual `maturity4
dates, beginning on such dates, as shall hereafterrbe deter- r
ain 4—b' ubseguent.`proceedings of the City• provided, how =
ever, that such monthly deposits for principal,, shall not beT;
required to be ' made into ,the Principal Account . to, t•he sextet {
that. money 'on deposit therein is sufficient for suchpur�*'4,
"j pqq
N 3 i
The City shall, on the business day prior to each
principal payment date, transfer to the Paying Agent moneys
in an amount equal to the principal due on such principal
payment date or shall advise the Paying Agent of the amount
of any deficiency in the amount to transferred so that the
Paying Agent may give appropriate notice required to provide
for the payment of such deficiency from any Reserve Account
Insurance Policy or Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account.
In the event the period to elapse between the date of
delivery of the Bonds and the next principal payment date
will be other than six (6) months, in the case of Serial
Bonds which mature semi-annually, or twelve (12) months, in
the cage of Serial Bonds which mature annually, then such
monthly payments shall be increased or decreased, as appro-
priate, in sufficient amounts to provide the required prin-
cipal amount maturing on the next principal payment date.
Any monthly payment of Guaranteed Entitlement Revenues to be
deposited as set forth above for the purpose of meeting pay-
ments of principal of the Bonds, shall be adjusted, as
appropriate, to reflect the frequency of principal payments
applicable to such Series.
(b) Guaranteed Entitlement Revenues shall next
_ be used, to the full extent necessary, for deposit into the
Bond Redemption Account in the Sinking Fund on the fifteenth
(15th) day of each month in each year, beginning on such
date, of such Amortization Requirements as may be required
for the payment of the Term Bonds payable from the Bond
Redemption Account, as shall hereafter be determined by
subsequent proceedings of the City.
The moneys in the Bond Redemption Account shall
be. used solely for the- purchase or redemption of the Term
Bonds payable therefrom. The City may at any time purchase
any of said Term Bonds at prices not greater than,.the then
redemption price of said Term Bonds.. If the.Term Bonds. are
not then redeemable, the City may purchase said Term., Bonds
at prices not greater than the redemption price of such,Term
Bonds on the next ensuing redemption date. The .City shall
be mandatorily obligated to use any moneys in. the Bond
Redemption Account for the redemption prior to ;maturity, of
such Term Bonds in such manner and at such times as shall.be
A determined by subsequent proceedings of the City; provided,
that the City shall not be obligated to redeem such Term
Bonds prior to maturity unless and until there are suffi-
cient moneys on deposit in the Bond Redemption Account -,to
provide for the redemption of at least Twenty -Five Thousand
Dollars.($25,000) principal amount of Term Bonds at. any:,one
time. If, by the application of moneys in the Bond Redemp-
tion Account, the City shall purchase or call for redemption
in any year Term Bonds in excess of the Amortization
Requirements for such year, such excess.. of Term..:Bonds SO
purchased or redeemed shall be. credited in such manner.�and
at, such times as the Finance Director shall determine,over
the remaining payment dates.. if
No distinction or preference shall exist in the;
use of :the ,moneys, on -deposit , in: the ;;Guaranteed , Entitlement
Fund for:: payment into. the.: Interest Account, the >;ka�inoa.pa
Account and -the Hond,edemption Account,;;such acoounks being
on,- -.a parityp �f
:with each other :as to ayment from the Gua�an�- E
teed;Entitlement:Fund.. {
(3) Guaranteed Entitlement .Revenuers shall no
used. to, the 11 :.extent necessary; for deppsi t ,ntQt t
eb �„ Ser�vioe;,t ,Res:urue� .Account: _on :the f 3 teenth
�3'� � t C f � J'i, ra , �fz�! �w 'f' "3?'e �i r .. t i ,✓ r i F� r�„
F � � ""tom �y's �'�. �r� .�'" r s�`�✓ tsi }Y� t`t� t�'r� �r wr �� ..+ , .. z t � � ����
,
S�
each month in each year, beginning with the fifteenth (15th)
day of the first full calendar month following the date on
which any or all of the Bonds of such Series issued here-
=- under are delivered to the purchaser thereof, such sums as
shall be at least sufficient to pay an amount equal to one -
sixtieth (1/'60) of the difference between the amount on
deposit in the Debt Service Reserve Account (including any
Reserve Account Insurance Policy or Reserve Account Letter
_ of Credit) and the Maximum Annual Debt Service for the Bonds
Outstanding, and, provided, further, that no payments shall
be required to be made into the Debt Service Reserve Account
whenever and as long as the amount deposited therein
(including any Reserve Account Insurance Policy or Reserve
Account Letter of Credit) shall be equal to the Maximum
Annual Debt Service for the Series 1989 Bonds Outstanding.
Notwithstanding the foregoing provisions, in lieu of
or in substitute for the required deposits of Guaranteed
Entitlement Revenues (including existing deposits of Guar-
anteed Entitlement Revenues) into the Debt Service Reserve
Account, the City may cause to be deposited into the Debt -
Service Reserve Account a Reserve Account Insurance Policy
or a Reserve Account Letter of Credit for the benefit of the
holders of the Bonds Outstanding in an amount equal to the
difference between the Maximum Annual Debt Service for the
Bonds Outstanding and the sums then on deposit in the Debt
Service Reserve Account, if any, which Reserve Account
Insurance Policy or Reserve Account Letter of Credit (upon
the giving of notice as required thereunder) shall be pay-
able or available to be drawn upon, as the case may be, on
any Interest Payment Date on which a deficiency exists which
cannot be cured by moneys in any other fund or account held
pursuant to this Resolution and available for such pur-
pose. If a disbursement is made under a Reserve Account
Insurance Policy or a Reserve Account Letter of Credit, the -
City shall be obligated to either reinstate the maximum
limits of such Reserve Account Insurance Policy or Reserve
Account Letter of Credit immediately following such dis-
bursement equal to the Maximum Annual Debt Service for. the
Bonds Outstanding or. to deposit into the Debt Service
Reserve Account from the Guaranteed Entitlement -Revenues', as
herein provided, funds in the amount of the disbursements
made under such Reserve Account Insurance Policy or Reserve
Account Letter of Credit, or a combination of such alterna-
tives as shall equal the Maximum Annual Debt Service'forthe
Bonds Outstanding.
In the event that any moneys shall be withdrawn' from
the Debt Service Reserve Account for payments into the
Interest Account, Principal Account and Bond Redemption
Account, such withdrawals shall be subsequently restored in
the manner described in the first paragraph of this clause
(3) from the first Guaranteed Entitlement Revenues or funds
available after all required payments have been madeinto
the Interest Account, Principal Account and Bond Redemption
Account, including any deficiencies for prior .payments'
unless restored by the reinstatement ;.of the, maximum.lmits
of a Reserve Account Insurance Policy or Reserve Account
Letter of Credit. }
Moneys in the "Debt Service Reserve Account shall be
used only for' -the purpose of making payments of principal' of '
and interest.:on the Bonds when -,the -moneys:, in the ' Guaraneed'
Entitlement.'. Fund or any other fund or- .account ,'held pursuant; �
.. to this, Resolution. and. available for such purpose are �nsuf�' r`
f icient � therefor'. = } t
Any moneys in � the Debt Service.. Reserve ° Account x
+ xGess of the .Maximum 'Annual'° Debt 'Service sfor ths, Bonds: t 4
P
K
PT t
�P..v�',fi'�4 ,st .... .t .. .. ". .:` _ .. :. .' ......x '•a . J•L.ra v*..{Fau-t.'!xe''�i!.&ac.� .
Outstanding may, in the discretion of the City, be trans-
ferred to and deposited in the interest Account, the Prin-
cipal Account or the Bond Redemption Account as the City at
its option may determine.
(4) Guaranteed Entitlement Revenues shall next be
used for the payment of any subordinated obligations here-
after issued by the City in accordance with Section 304(a)
of this Resolution, which subordinate obligations shall have
such lien on the Guaranteed Entitlement Revenues as the City
shall determine in the proceedings authorizing the issuance
of such subordinated obligations.
(5) Thereafter, the balance of any Guaranteed Enti-
tlement Revenues remaining in said Guaranteed Entitlement
Fund shall, subject to Section 304(A), be used by the City
for any lawful purposes; provided, however, that none of
such Guaranteed Entitlement Revenues shall ever be used for
the purposes provided in this paragraph (5) unless all pay-
ments required in paragraphs (1) through (4) above, includ-
ing any deficiencies for prior payments and any amounts due
to the issuer of any Reserve Account Insurance Policy or
Reserve Account Letter of Credit, have been made in full to
the date of such use.
Notwithstanding anything in Section 304(D)(1) & (2) to the
contrary, failure to make the scheduled payments specified
therein shall not constitute a breach of the City's obligations
under this Resolution so long as, on the date that any interest
or principal payment is due on the Bonds, monies sufficient to
make such payment are on deposit in the Interest Account or Prin-
cipal Account, as the case may be. If the amounts deposited in
any month pursuant to such sections shall be less than the
amounts required, the requirement shall be cumulative and the
amount of the deficiency in any month shall be added to the
amount otherwise required to be deposited in each month there-
after until such time as all such deficiencies have been made up.
_ Notwithstanding the foregoing or any other provision herein
to the contrary, if any amount applied to the payment of princi
pal of and premium, if any, and interest on the Bonds that would
have been paid from an account in the Sinking Fund, is_paid
'
instead under a Credit.Facility or a Liquidity Facility,amounts
deposited in such relevant account may be paid, to the extent
required, to the issuer of the Credit Facility or Liquidity
Facility having therefore made said corresponding payment.
E. REBATE FUND. There is hereby created and established,
the "Rebate Fund" which fund shall be maintained separate ,and
apart from all other funds and accounts held by the City. Not=
withstanding anything in this Resolution to the contrary, the
City shall transfer or. cause to be transferred the amounts
required to be transferred in order to comply with the arbitrage
rebate covenants contained in a certificate to be executed; and
delivered by the City in connection with the issuance of each
Series of. Bonds. The City. shallmakeor cause to be made pay-
ments from the Rebate Fund of amounts required to. -,be' -deposited.
therein to the United States of America in the amounts - and°at the.,
n;
times ;- required :by, .such arbitrage rebate 'covenants' - The ' City,,
covenants:, for . the benefit of the. Bondholders:.` thatit willcomply -r
with ;the requirements.:of the arbitrage rebate `°covenants Therek
shall be ;excluded -,from the pledge;an& lien of- this Resolution "the; „
Rebate' Fund,.i together 'with all moneys andsecurities from tim4
time : held:: therein :,and all investment ;earnings derived there -. rY
itthThe Citysall.noLbe''rcomphe requf
menu . f ,:this!.Section 30 `( E). in the event ,that .tile' City obt ins >r
a n.,,, opiniofi of �. nationally .�recoc�nixed bond counsel... that ( i ) guch
compliance$. not required in order to maintain the exclusion
from o$s` income Eor Federal income -tax purgosea
v.,fi
'4
r kF4 3 I
the Bonds and/or (ii) compliance with some other requirement is
necessary to maintain the exclusion from gross income for Federal
income tax purposes of interest on the Bonds.
pe IN USTR M OF FONDS. The Guaranteed Entitlement Fundi
the Sinking Fund, including the Interest Account, Principal
Account, Bond Redemption Account and Debt Service Reserve Account
and the Cost of Issuance Fund and all other special funds (other
than the Rebate Fund) created and established by this Resolution
shall constitute trust funds in favor of the Bondholders and
shall be invested at the direction of the City as provided in
this Section 304(F).
Moneys on deposit in the Guaranteed Entitlement Fund, Inter-
est Account, Principal Account, Bond Redemption Account and Cost
of Issuance Fund may be invested in Permitted Investments matur-
ing not later than the dates on which such moneys will be needed
for the purposes of such fund or account.
Moneys on deposit in the Debt Service Reserve Account may be
invested in Permitted Investments maturing not later than the -_
final maturity of any of the Bonds.
All income and earnings received from the investment and =
reinvestment of moneys in the Interest Account, the Principal
Account and the Bond Redemption Account in the Sinking Fund shall
be retained in the respective accounts and applied as a credit
against the obligation of the City to transfer moneys from the
Guaranteed Entitlement Fund to such accounts pursuant to Section
304(D)(1) and Section 304(D)(2)(a) and Section 304(D)(2)(b) of _
this Resolution, respectively.
All income and earnings received from the investment and
reinvestment of moneys in the Debt Service Reserve Account in the
Sinking Fund shall be retained in the -Debt Service Reserve
Account and applied as a credit against the obligation of the
City to transfer moneys, from the, Guaranteed Entitlement Fund to
such account, unless the amount in suchaccount shall exceed the
Maximum Annual Debt Service, in which event such excess -may ibe'
applied in the manner set forth.for excess amounts in the Debt
Service Reserve Account, as described in Section 304(D)(3).
All income and earnings received.. from the investment.
and` -
reinvestment of moneys in the Cost of Issuance Fund-shall_be
transferred to the Guaranteed Entitlement Fund.
In computing the amount in any fund or account created under
this Resolution, obligations purchased as an investment of moneys
therein shall be valued at par, if purchased at par., or amortized
value,- if purchased at other: than par. Amortized value,, when
used with respect to an obligation purchased at a premium' above
or a discount below par, means the value as of any given time
obtained by dividing the total premium or discount at which such
obligation was purchased by the number of days remaining to
maturity on such obligation at the date of such purchase and by
multiplying the amount thus .calculated by the number of days
having. passed since such purchase; and (1) in ,the` case of .an:
obligation .purchased ate-. a premium by deducting .:the product•._,thua
obtained from the purchase price, and,(2) in the:case.of•an,.obl17
gation purchased; at, a discount: .;by adding the product6tilthus ;
lh
obtained to the purchase price. Valuation on any paraicular;date
shall_:, include ; the amount', interest, :then ,earned or accruesi tQ ri�
— such .data. on,::, any. moneyn..or ,investments. in. such fund;,dr, account. F�
A computation of,.,the amoun ;� on de �
pQ �t,.. n ox> credited , toy eaq Qf
the:., funds; or-,. accounts.; created_. under- this :Reeolu.tsc�n,v�lua-
tion�of the investments of each such amount shall be ,performed pri` .'=
the last day of each - Fiscal Year..k
purFQse ..af .invest.ng .or, r_envesting.{ .the .pityFX,,f.
a900 . 4:4 ,:tb , funds and ,a counts created: aid .a b4 ` sY'r
r,a'',rtrN'e thap thebate..f'un�d;) order tareh'sX}e H�xv
IiAncpmet xprQvicedr that the, �..Gity e)3a11
10
rately_,account for the amounts so commingled. The amounts
required to be accounted for in each of the funds and accounts
designated herein (other than the Rebate Fund) may be deposited
in a single bank account provided that adequate accounting
procedures are maintained to reflect and control the restricted
allocations of. the amounts. on deposit therein for the various
Purposes of such funds and accounts as herein provided. The
designation and establishment of funds and accounts in and by
this Resolution (other than the Rebate Fund) shall not be con-
strued to require the establishment of any completely independent
funds and accounts but rather is intended solely to constitute an
allocation of certain revenues and assets for certain purposes
and to establish such certain priorities for application of cer-
tain revenues and assets as herein provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF GUARAN-
TEED ENTITLEMENT REVENUES. Except upon the conditions and in the
manner provided herein, the City will not issue any other obliga-
tions payable from the Pledged Funds, nor voluntarily create or
cause to be created any debt, lien, pledge, assignment, encum-
brance or any other charge having priority to or being on a par-
ity with the lien of the Bonds issued pursuant to this Resolution
and the interest thereon, upon any of the Pledged Funds.
Notwithstanding the first paragraph of this Section 304(G),
the City may enter into agreements with issuers of Credit Facili-
ties and Liquidity Facilities which involve liens on Guaranteed
Entitlement Revenues on a parity with that of the Series of Bonds
or portion thereof which is supported by such Credit Facilities
or Liquidity Facilities.
Notwithstanding the first paragraph of this Section 304(G),
the City may issue or incur Alternative Parity Debt secured by a
lien on Guaranteed Entitlement Revenues (but not on any other -
Pledged Funds) on a parity with the Bonds if, but only if, among
other conditions, the following are complied with:
(1) The City must satisfy the requirements set forth
in Section 304(H) pertaining to the issuance of additional _
parity Bonds as though such requirements were expressly,
applicable to Alternative Parity Debt.
(2) The instrument evidencing such Alternative
Parity Debt shall include a cross default provision with
this Resolution to the effect that, prior to exercising any
remedies upon a default by the City under such instrument,
the holders of such Alternative Parity Debt or their repre-
sentative shall cooperate with the Holders of Bonds Out
standing under this Resolution or their representative so
that the interests of such holders and the Holders of Bonds
issued under this Resolution shall be equally and ratably
protected.
(3) The City shall duly authorize the issuance or
incurrence of such Alternative Parity Debt.
Upon satisfaction of the foregoing conditions the Finance
Director shall certify.in writing that the proposed indebtedness:;>
satisfies..the conditions set forth in this Resolution to, be
N• deemed .Alternative Parity Debt, and, upon such certifications
such indebtedness shall be so deemed. Upon the issuanceof
Alternative,,. Parity Debt, notwithstanding the provisions of�
Section 304(D) hereof, Guaranteed Entitlement Revenues may bex-
applied (on a parity basis. with the application of such revenues' r
under Section" `304 (D ) hereof ) as required under ' `the ordinance or_
resolution, authorizing' 'the issuance of such Alternative Para.ty`
Debt - _
Tho; City' shad l 'take such actions ( including `amendin r o �
g r ,-
lupp,10* 0t�n4 .-thi.ts,`eso,i tI "and ' any`_bt �er collateral agreement s k
o dQurgraent) and .execute, ''deliver; file and' record 'such instru-
3Q ascurity its may be necessary or appropriate to rant or` y
secure for the holder_ s of the Alternative Party
NO WE
s _
}
Debt a lien on the Guaranteed Entitlement Revenues on a parity
= with that of all other holders of Alternative Parity Debt and
Holders of Bonds. -
Any other obligations issued or entered into by the City, in
addition to the Bonds authorized by this Resolution or additional
parity Bonds or Alternative Parity Debt issued under the terms,
restrictions and conditions contained in this Resolution, shall
provide that such obligations are junior, inferior and subordi-
nate in all respects to the Bonds issued pursuant to this Resolu-
tion as to lien on and source and security for payment from the
Guaranteed Entitlement Revenues and in all other respects.
Nothing in this Resolution shall be deemed to prohibit the City
from entering into currency, interest rate swaps or other —
arrangements for pledging interest rates on any indebtedness.
H. ISSUANCE OF ADDITIONAL PARITY BONDS. Notwithstanding
Section 304(G), additional parity Bonds, as in this subsection
defined, payable on a parity with Bonds issued pursuant to this
Resolution out of Pledged Funds may be issued after the issuance
of any Bonds pursuant to this Resolution if, but only if, the
following, among other conditions, are complied with:
(1) The City must be current in all deposits into
the various funds and accounts and all payments theretofore
required to have been deposited or made by it under the
provisions of this Resolution and the City must be currently
in compliance with the covenants and provisions of this -
Resolution and any supplemental resolution hereafter adopted
for the issuance of additional parity Bonds; unless upon the
issuance of such additional parity Bonds the City will be in
compliance with all such covenants and provisions.
(2) The amount of the Guaranteed Entitlement
Revenues during the immediate preceding Fiscal Year or any
twelve (12) consecutive months selected by the City of the -
eighteen (18) months immediately preceding the issuance of
said additional parity Bonds, as certified by an independent
certified public accountant, were at least equal to =one -
hundred five percent (105%) of the Maximum Annual Debt
Service on (1) the Bonds originally issued pursuant to. this
Resolution and then Outstanding, (2) any additional parity
Bonds and Alternative Parity Debt theretofore issued and
then Outstanding, and (3) the additional parity Bondsthen
proposed to be issued. G
(3) The City need not comply with subparagraph (2)
of this paragraph in the issuance of additional parity Bonds
if and to the extent the Bonds to be issued are refunding
Bonds, that is, delivered in lieu of or in substitution for
Bonds originally issued under this Resolution or previously
issued additional parity Bonds, if the City shall cause' to
be delivered a certificate of the Finance Director of the
City setting forth (i) the Maximum Annual'Debt Service (A)
with respect to the Bonds of all Series Outstanding immedi-
ately prior to the date of authentication and delivery of
such refunding Bonds, and (B) with respect ` to the Bonds:of,
all Series to be Outstanding immediately thereafter, -and
(ii) that the Maximum.Annual Debt Service set forth pursuant
to (B) above is no greater than that set forth pursuant to
(A) above r� ,M1 _
Simultaneously. 'with, the delivery of any Bonds issued �n-
j pursuant: to :Sections (2) and (3).above for . the purpose o.£
refunding 'any. . Bonds > issued under ; this Resolution, • they. Gi.ty' }f
ma withdraw from ;the Sinking Fund amounts k etetofore _
y
deposited which are 'allocable to the Bonds being reunde] �f{
and shall. transfer_ said ;amounts in accordance
r
lution ::providing for the, issuance .,o the refunding Gonda f 4,
prpvidel that ., after`:,,such-.withdrawal the City shahs r
i pQm.aaee.pthisR
.witht`the esolution, st a}
_
mot'=: +•1 r w;'- -.t� . m1 yam+..••--y F i..� .. - - i 5 �, �.,d'
Y
-33
The term "additional parity Bonds" as used in this
Resolution shall be deemed to mean additional obligations
evidenced by Bonds issued upon the provisions and within the
limitations of this subsection payable from the Pledged
Funds on a parity with Bonds originally authorized and
issued pursuant to this Resolution. Such Bonds shall be
deemed to have been issued pursuant to this Resolution the
same as the Bonds originally authorized and issued pursuant
to this Resolution and all of the covenants and other pro-
visions of this Resolution (except as to details of such
Bonds evidencing such additional parity obligations incon-
sistent therewith), shall be for the equal benefit, protec-
tion and security of the holders of any Bonds originally
authorized and issued pursuant to this Resolution and the
holders of any Bonds evidencing additional obligations sub-
sequently issued within the limitations of and in compliance
with this subsection. All of such 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.
The term "additional parity Bonds" as used in this
Resolution shall not be deemed to include bonds, notes, cer-
tificates or other obligations subsequently issued in accor-
dance with this Resolution, the lien of which on the Pledged
Funds is subject to the prior and superior lien on the
Pledged Funds of the Bonds and the City shall not issue any
obligations whatsoever payable from the Pledged Funds or the
Guaranteed Entitlement Revenues, which rank equally as to
lien and source and security for their payment from the
Pledged Funds or the Guaranteed Entitlement Revenues, with
the Bonds except in the manner and under the conditions
provided in subsection (G) above and this subsection.
I. BOORS AND RECORDS. The City will keep separately
identifiable accounting records for the receipt of the Pledged
Funds by the use of a fund established in accordance with gener-
ally accepted accounting principles, and any holder of a Bond or -
Bonds issued pursuant to this Resolution, shall have the right at
all reasonable times to inspect all records, accounts and data of _
the City relating thereto.
The. City shall, promptly after the close. of each Fiscal
Year, cause the books, records and accounts relating to the
Pledged Funds for such Fiscal Year to be properly audited by., a
qualified, recognized and nationally known independent firm of
certified public accountants and shall file the report of such
certified public accountants in the office of the Finance
Director of the City, and shall mail upon request, and make
available generally, said report, or a reasonable summary
thereof, to any holder or holders of Bonds issued pursuant to
this Resolution.
Such audited books, records and accounts shall contain the
statements required by generally accepted accounting principles
applicable to governmental entities, and a certificate of such
certified_ public accountants disclosing any breach.on.the:par.t of
the City of any covenant herein.
S J. NO, IMPAIRMENT OF CONTRACT. The City has full power
and authority to 'irrevocably pledge, the Pledged-,,Funds:.to-;,the
— payment. of ' the principal, of ,and interest`- on '.:the . Bonds. The
pledge .of;such ,Pledged Funds, in the manner provided herein;
shall not be subject to'repeal, modification or impairment key any
subsequent resolution, `,resolution:or..other, proceedings .:of the
City :so long as any:,=Bonds are Outstanding hereunder, The::rCit
shall.' :take :all actions: necessary and. pursue such legal .reneda.es�
,
which may be available to it either in law, or in equity to: pxa'� y r }
vent or : cure any<<. impairment ` by _, any r entity other thanthe.< Ca.ty
within ether moaning` of this subsection.AR
"
33, yea
M. T ilk 5 :.
01
MP
K. REMEDIES. Any holder of Bonds issued under the provi-
sions of this Resolution or any trustee acting for such Bond-
holders in the manner hereinafter provided, may either at law or
in equity, by suit, action, mandamus or other proceedings in any
court of competent jurisdiction, protect and enforce any and all
rights under the laws of the State, or granted and contained in
this Resolutions. and may enforce and compel the performance of
all duties required by this Resolution or by any applicable stat-
utes to be performed by the City or by any officer thereof.
Nothing herein, however, shall be construed to grant any Holder
of such Bonds any lien on any property of or within the corporate
boundaries of the City, except as provided herein. No Holder of
Bonds, however, shall have any right in any manner whatever to
affect adversely, or prejudice the security of this Resolution or
to express any right hereunder except in the manner herein pro-
vided, and all proceedings at law or in equity shall be insti-
tuted and maintained for the benefit of all Holders of Bonds.
The Holder or Holders of Bonds in an aggregate principal
amount of more than twenty per centum (20%) of Bonds issued under
this Resolution then Outstanding may by a duly executed certi-
ficate in writing appoint a trustee for Holders of Bonds issued
pursuant to this Resolution with authority to represent such
Bondholders in any legal proceedings for the enforcement and
protection of the rights of such Bondholders. Such certificate
shall be executed by such Bondholders or their duly authorized
attorneys or representatives, and shall be filed in the office of
the Finance Director of the City.
Notwithstanding anything in this Resolution to the contrary,
so long as the issuer of a Credit Facility or a Liquidity
Facility shall not be in default in its payment obligations under
such Credit Facility or a Liquidity Facility, said issuer shall
be deemed to be the holder of all Bonds so secured for all pur-
poses of this Section 304(K).
L. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imposed pursuant to
this Resolution may be fully discharged and satisfied with
respect to all or a portion of the Bonds in any. one or more.of
the following ways:
(1) by paying the principal of and interest on such
Bonds when the same shall become due and payable; or
(2) by depositing.in the Interest Account, the Prin-
cipal Account and the Bond Redemption. Account and/or in'such'
other accounts which are irrevocably pledged to the payment
of Bonds as the City may hereafter create and establish;. by
resolution or resolution, certain moneys which together -with
other moneys lawfully available therefor, if,any, shall be
sufficient at the time of such deposit to pay when due the
principal, redemption premium, if any, and interest due and
to become due on said Bonds on or prior to the redemption
date or maturity date thereof; or
(3) by depositing in the Interest Account, the Prin-
cipal Account and the Bond Redemption Account and/or ;,such
other accounts which are irrevocably pledged to the payment
of ' Bonds as the City may ,hereafter create and establish by 1
resolution or resolution, moneys which together with other
moneys, lawfully available therefor when invested in;;such
Defeasance,Obligations, which shall not be subject, .to redempn
tion prior to their ;matur.ity other than at ,the::option ;of -.the nF�k
holder . thereof,.; will provide moneys-,. which shall . be surf.
cient to pay' when .due :the principal, redemption prem1um1
any.; and interest ;due and .to. become due. on said Bonds an.ror f ;rs
pr.io,r to the redmpton.`date or maturity date ;thereo
f. r�
UpPon such payment.. or deposit in the amount and manner: K{ "
pi�oyxsel ip this Section 304(L), Bonds. shall be deemed to be-
t {fend shall no longer be deemed to be Outstanding for thef.
1 hh L xcic
Resolution and all liability of . the 4� tx
t yfritE
( tij J
7 1
" 26 r
with respect to said Bonds shall cease, terminate and be
completely discharged and extinguished, and the Holders
thereof shall be entitled for payment solely out of the
moneys or securities so deposited; provided that in the
event said Bonds do not mature and are not to be redeemed
within the next succeeding sixty (60) days, the City shall
have given the Registrar and Paying Agent irrevocable
instructions to give, as soon as practicable, a notice to
the Holders of said Bonds by first-class mail, postage pre-
paid, stating that the deposit of said moneys or Defeasance
Obligations has been made with an appropriate fiduciary
institution acting as escrow agent solely for the Holders of
said Bond and other Bonds being defeased, and that said
Bonds are deemed to have been paid in accordance with this
Section and stating such maturity or redemption date upon
which moneys are to be available for the payment of the
principal of and premium, if any, and interest on said
Bonds.
(4) As to Variable Rate Bonds, whether discharged
and satisfied under the provisions of subsection (1), (2) or _
(3) above, the amount required for the interest thereon
shall be calculated at the maximum rate permitted by the
terms of the provisions which authorized the issuance of
such Variable Rate Bonds; provided however, that if on any
date, as a result of such Variable Rate Bonds having borne
interest at less than such maximum rate for any period, the
total amount of moneys and Defeasance Obligations 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 fully discharge and satisfy such
Bonds pursuant to the provisions of this Section, the City
may use the amount of such excess free and clear of any
trust,,lien, security interest, pledge or assignment secur-
ing said Variable Rate Bonds or otherwise existing under
this Resolution.
(5) Notwithstanding any of the provisions of this
Resolution to the contrary, Put Bonds and Extendible Matur-
ity Bonds may only be fully discharged and satisfied either
pursuant to subsection (1) above or by depositing in the
Interest Account, the Principal Account and the Bond Redemp-
tion Account, or in such other accounts which are irrevoc-
ably pledged to the payment of the Put Bonds or Extendible
Maturity Bonds as the City may hereafter create and estab-
lish by resolution or resolution, moneys which together with
moneys lawfully available therefor, if any, shall be suffi-
cient at the time of such deposit to pay when due the maxi-
mum amount of principal of and redemption premium, if any,
and interest on such Put Bonds and Extendible Maturity Bonds
which could become payable to the Holders of such Bonds upon
the exercise of any options provided to the Holders of such
Bonds; provided however, that if, at the time a deposit is
made pursuant to this subsection (5), the options originally
exercisable by the Holder of a Put Bond or Extendible Matur-
ity Bond are no longer exercisable, such Bond shall not be
considered a Put Bond and Extendible Maturity Bond for pur-
poses of this subsection (5).
(6) Notwithstanding the foregoing, all references to..,
the discharge and satisfaction of Bonds shall include the
discharge and satisfaction of any issue of Bonds, anypor u
tion of an issue of Bonds, any maturity or maturities of and
issue of Bonds, any portion of a maturity of an issue.,of x
Bonds or any combination thereof, provided that the rove `y
P..
sions of this subsection (6) shall not affect the require"..3t-
ments regarding Put Bonds and Extendible Maturity'Bonds.set
-
fQxth insubsection ( 5) , Y
.�
••t �{ t k 27
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a '
Is
In the event
price, if applicable, and
paid by the issuer of
Facility pursuant to the
pledge created hereunder
other obligations of the
tinue to exist and the
Liquidity Facility shall
Bondholders.
that the principal and redemption
interest due on the Bonds shall be
a Credit Facility or Liquidity
terms thereof, the assignment and
and all covenantst agreements and
City to the Bondholders shall con -
issuer of such Credit Facility or
be subrogated to the rights of such
(7) If any portion of the moneys deposited for the
payment of the principal of and redemption premium, if any,
and interest on any portion of Bonds is not required for
such purposes the City may use the amount of such excess
free and clear of any trust, lien, security interest, pledge
or assignment securing said Bonds or otherwise existing
under this Resolution.
M. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT, CREDIT FACILITY AND/OR LIQUID-
ITY FACILITY. As long as the City shall have a Reserve Account
Insurance Policy and/or a Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account, the City covenants
that it will comply with the provisions of the Reserve Account
Insurance Policy and/or the reimbursement or similar agreement
with respect to the Reserve Account Letter of Credit.
As long as any Series of Bonds of the City are secured by a
Credit Facility or Liquidity Facility, the City covenants to
comply with the requirements and conditions imposed on the City
by the issuer of the Credit Facility or Liquidity Facility.
Notwithstanding anything in this Resolution to the contrary,
the right of any issuer of a Credit Facility or Liquidity
Facility created under this Resolution shall remain in full force
and effect only so long as the applicable Credit Facility or
Liquidity Facility shall remain in effect and the issuer of such
Credit Facility or Liquidity Facility shall not be in default in
its payment obligations to the holders of Bonds secured by such
facility.
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. PAYING AGENTS; APPOINTMENT AND ACCEPTANCE OF
DUTIES, The City may at any time or from time to time appoint
one or more other paying Agents having the qualifications set
forth in Section 408 of this Resolution for a successor Paying
Agent; provided that nothing herein shall prevent the City from
appointing itself as the Paying Agent hereunder. Each Paying
Agent shall signify its acceptance of the duties and obligations
imposed upon it by this Resolution by executing and delivering to
the City a written acceptance thereof. Unless otherwise pro-
vided, the principal corporate trust offices of the Paying Agents
are designated as the respective offices or agencies of the City
for the payment of the interest on and principal or redemption
price of the Bonds.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals
of facts herein and in the Bonds contained shall be taken as the
statements of the City and no Fiduciary assumes any responsibil-
ity for the correctness of the same. No Fiduciary makes any
representation as to the validity or sufficiency of this Resolu-
tion or of any Bonds issued thereunder or as to the security
afforded by this Resolution, and no Fiduciary shall incur any
liability in respect thereof. The Registrar shall, however, be
responsible for its representation contained in its certificate
of authentication of the Bonds. No Fiduciary shall be under any
responsibility or duty with respect to the application of any
_ moneys paid by such Fiduciary in accordance with the provisions
of this Resolution to or upon the order of the City or any other
Fiduciary. No Fiduciary shall be under any obligation or duty to
perform any act which would involve it in expense or liability or
to institute or defend any suit in respect thereof, or to advance
any of its own moneys, unless properly indemnified. No Fiduciary
shall be liable in connection with the performance of its duties h
hereunder except for its own negligence, misconduct or default.
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolu-
tion, resolution, request, consent, order, certificate, report,
opinion, bond, or other paper or document furnished to it pursu-
ant to any provision of this Resolution, shall examine 'such
instrument to determine whether it conforms to the requirements
of this Resolution and shall be protected in acting upon any such
instrument believed by it to be genuine and to have been signed
or presented by the proper party or parties. Each Fiduciary may
reasonably consult with counsel, who may or may not be of counsel i
to the City, and the opinion of such counsel shall be full and a
complete authorization and protection in respect of any action
taken or suffered by it under this Resolution in good faith and
in accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary -or`
desirable that a matter be proved or established prior to taking
or suffering any action under this Resolution, such matter'
(unless other evidence in respect thereof be therein specifically
prescribed) may be deemed to be conclusively,p roved `and estab-.
lished by a certificate of the Mayor, City` Manager- or his'
designee,- and .such - certificate shall be full iwarrant for'` any'
action taken' or'suffered in good faith under the provisions of r
this Resolution upon the faith thereof; but in -its discretion ,the" t 4'
Fiduciary may -in lieu thereof' accept other evidence of such;�fact'`'
or :matter or may require such further -or additional evidence as
s it may deem reasonable.
(c) Except`as otherwise expressly provided=in'this Resolu.,';
tion, .; any-=r-request order, ; notice or other `direction -req�iired or'
29...
ryty S¢s r
.4V F.tSY.
permitted to be
the City to any
name of the City
of them.
furnished pursuant to any provision thereof by
Fiduciary shall be sufficiently executed in the
by the Mayor, City Manager or designee of either
SECTION 404. COMPENSATION. The City may agree with any
Fiduciary to pay to such Fiduciary from time to time reasonable
compensation for all services rendered under this Resolution, and
also all reasonable expenses, charges, counsel fees and other
disbursements, including those of its attorneys, agents and
employees, incurred in and about the performance of their powers
and duties under this Resolution. The City may also agree with
any Fiduciary to indemnify any Fiduciary for any and all of its
reasonable fees, costs and expenses resulting from any claim,
liability or the like incurred in and about the performance of
its power's and duties under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, indi-
vidually or otherwise, may become the owner of any Bonds, with
the same rights it would have if it were not a Fiduciary. To the
extent permitted by law, any Fiduciary may act as depositary for,
and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, any committee `
formed to protect the rights of Bondholders or to effect or aid
in any reorganization growing out of the enforcement of the Bonds _
or this Resolution, whether or not any such committee shall rep- '
resent the Holders of a majority in principal amount of the Bonds f
then Outstanding.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into
which any Fiduciary may be merged or converted or with which it
may be consolidated or any entity resulting from any merger, #
conversion or consolidation to which it shall be a party or any
entity to which any Fiduciary may sell or transfer all or sub-
_ stantially all of its corporate trust business, provided such
entity shall be a bank or trust company organized under the laws
of any state of the United States or a national banking associa-
tion or shall be a successor entity to the City,- if the City is
acting as fiduciary hereunder; and shall be authorized bylaw to
perform all duties imposed upon it by this Resolution, shall be r
the successor to such Fiduciary without the execution or filing
of any paper or the performance of any further act
SECTION 407. ADOPTION OF AUTHENTICATION. In case .any of
the Bonds contemplated to be issued under this Resolution shall
have been authenticated but not delivered, any successor, Regis-
trar may adopt the certificate of authentication of any predeces-
sor Registrar so authenticating such Bonds and deliver such Bonds
so authenticated; and in case any of the said Bonds; shall not
have been authenticated, any successor Registrar may authenticate
such Bonds in the name of the predecessor Registrar, or in the
name of the successor Registrar, and in all such cases such.cer= _
tificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF PAYING AGENT AND
APPOINTMENT OF SUCCESSOR. Any Paying Agent- may at any time '
resign and.be discharged of the duties and obligations created by
this,Resolution by giving at least 60 days' written notice..to the
issuer of a Credit Facility.or Liquidity Facility' the,City,
the other Paying Agents. Any. Paying: Agent., may beremoved at any
time by an ,instrument filed with such Paying Agent.: and the., iss�tex
of, each Credit Facility ' or �,iquidity, Faci ;ity;;.and signed by the:"
Mayor,.City Manager or his designee. Any successor Paying Agent; r,
shall be appointed by the City and shall be, if other than the;
City or its successor entity, a bank. or, trust company, organized> ., f
under the laws of any state of the United States or a national,
_ banking association, willing and able to accept the office oaems'
,mot
reasonable and customary terms and authorized by to pefom r`."
all the duties imposed upon it by this Resolution. The,City:
. iA.1i13?t
shall notify
the issuer of
each Credit Facility or
Liquidity
Facility of
the appointment
of any successor Paying
Agent. In
the event of
the resignation
or removal of any Paying
Agent, such
Paying Agent
shall pay over,
assign and deliver any
moneys held
— by it as Paying Agent to its
successor.
SECTION 409. REGISTRAR. The Registrar for the Bonds shall
be appointed by subsequent proceedings of the City. Any Regis-
trar may at any time resign and be discharged of the duties and
obligations created by this Resolution by giving at least 60
days' written notice to the issuer of each Credit Facility or
Liquidity Facility and the City. The Registrar may be removed at
any time by an instrument filed with such Registrar and the
issuer of each Credit Facility or Liquidity Facility and signed
by the Mayor, City Manager or his designee, provided that a suc-
cessor'Registrar has been appointed by the City. The resignation
or removal of the Paying Agent as Registrar pursuant to this
Section 409 shall not simultaneously constitute a resignation or
removal of the Paying Agent. Any Paying Agent acting as Regis-
trar, however, who resigns or is removed as Paying Agent pursuant
to Section 408 of this Resolution shall automatically cease to be
Registrar, and the City may, at its option, appoint a successor
Registrar other than the successor Paying Agent.
SECTION 410. VACANCY. If at any time hereafter any Fidu-
ciary shall resign, be removed, be dissolved, or otherwise become
incapable of acting, or if the bank or trust company acting as
any Fiduciary shall be taken over by any governmental official,
agency, department or board, the position of Fiduciary shall
thereupon become vacant. If the position of such Fiduciary shall
become vacant for any of the foregoing reasons or for any other
reasons, the City shall appoint a successor Fiduciary and shall
publish notice of any such appointment by it made once in each
week for two (2) successive weeks in a daily newspaper of general
circulation or a financial journal published in the Borough of
Manhattan, City and State of New York.
At any time within one year after any such vacancy shall
have occurred, the Holders of a majority in aggregate principal
amount of the Bonds hereby secured and then Outstanding, by an
instrument or concurrent instruments in writing, executed by such
Bondholders or their attorneys in fact or legal representatives
and filed with the City, may appoint a successor Fiduciary which
shall supersede such Fiduciary theretofore appointed by the
City. Photostatic copies of each such instrument shall be deliv-
ered promptly by the City to the predecessor Fiduciary and to the
Fiduciary so appointed by the Bondholders.
"
If no appointment of a successor Fiduciary shall be made
pursuant to the foregoing provisions of this Section, the Holder
of any Bond Outstanding hereunder or any retiring Fiduciary may
apply to any court of competent jurisdiction to appoint a succes-
sor Fiduciary. Such court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a suc-
cessor Fiduciary.
Any Fiduciary hereafter appointed, if not the City or its
successor entity, shall be a bank or trust company authorized by
law to exercise corporate trust powers and subject to examination
by federal or state authority, of good standing and having at the
time of its appointment a combined capital and surplus aggregate'
— not less than Fifty Million Dollars ($50,000,000).y
— [END OF ARTICLE IV]
g
31
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ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request, direction, consent or other instrument in
writing required by this Resolution to be signed or executed by
Bondholders may be in any number of concurrent instruments of
similar tenor and may be signed or executed by such Bondholders
in person or by their attorneys or legal representatives
appointed by an instrument in writing. Proof of the execution of
any such instrument and of the ownership of Bonds shall be suffi-
cient for any purpose of this Resolution and shall be conclusive
in favor of the Fiduciary with regard to any action taken by it
under such instrument if made in the following manner:
(1) The fact and date of the execution by any person
of any such instrument may be proved by the verification of
any. officer in any jurisdiction who, by the laws thereof,
has power to take affidavits within such jurisdiction, to
the effect that such instrument was subscribed and sworn to
before him, or by an affidavit of a witness to such execu-
tion. Where such execution is in behalf of a person other
than an individual, such verification shall also constitute
sufficient approval of the authority of the signor thereof.
(2) The ownership of Bonds shall be proved by the
— registration books required to be maintained pursuant to the
provisions of this Resolution.
— Nothing contained in this Article shall be construed as
limiting the Fiduciary to such proof, it being intended that,the
Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient.
—_ (b) - If the City shall solicit from the Holders any
request, direction, consent or other instrument in writing re-
quired or permitted by this Resolution to be signed or executed
by the Holders, the City may, at its option, fix in advance .a
f,
— record date for determination of Holders entitled to give :each
request,' direction, consent or other instrument, but the Autho-
rity shall have no obligation to do so. If such a record date is
fixed, such request, direction, consent or other -instrument may
be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Bonds have authorized or
agreed or consented to such request, direction, consent or other
:f
instrument, and for that purpose the Bonds shall be computed as
of such record date.
(c) Any request or consent of the Holder of any Bond shall
bind every future Holder of the same Bond in respect of anything
done by the Fiscal Agent in pursuance of such request or consent.'
.p
[END OF. ARTICLE V]
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SECTION 601. !MODIFICATION OR AMENDMENT. Except as other -
vise provided in the second paragraph hereof, no adverse material
modification or amendment of this Resolution, or of any resolu-
tion amendatory hereof or supplemental hereto* may be made with-
out the consent in writing of (i) the Holders of more than fifty
(50%) per centum in aggregate principal amount of the Bonds then
Outstanding or (ii) in case less than all of the several Series
of Bonds then Outstanding are affected by the modification or
amendment, the Holders of more than fifty (50%) per centum in
aggregate principal amount of the Bonds of each Series so
affected and Outstanding at the time such consent is given; pro-
Vided, however, that no modification or amendment shall permit a
change in the maturity of such Bonds or a reduction in the rate
of interest thereon, or affecting the promise of the City to pay
the principal of and interest on the Bonds, as the same mature or
become due, from the Pledged Funds, or reduce the percentage of
Holders of Bonds required above for such modification or amend-
ment, without the consent of the Holders of all the Bonds.
For the purposes of this Section 601, to the extent any -
Series of Bonds is secured by a Credit Facility or Liquidity
Facility, then the consent of the issuer of the Credit Facility
or Liquidity Facility shall constitute the consent of the Holders `
of such Series.
This Resolution may be amended, changed, modified and -
altered without the consent of the Holders of Bonds or any Credit
Facility or Liquidity Facility:
(a) to cure any ambiguity or formal defect or omis-
sion in this Resolution or in any supplemental resolutions
or to correct or supplement any provision contained herein _
which may be defective or inconsistent with any other provi-
sions contained herein; or
;s
(b) to grant to or confer upon the Bondholders any
'j
additional rights, remedies, powers, authority or -security
that may lawfully be granted to or conferred upon the Bondi
holders; or ;-
(c) to add to the conditions, limitations and re-
strictions on the issuance of Bonds under the provisions 'of
this Resolution, other conditions, limitations and restric-
tions thereafter to be observed; or
(d) to add to the covenants and agreements of the
City in this Resolution other covenants and agreements
thereafter to be observed by the City or to "surrender. any
right or power herein reserved to or conferred upon the
City; or
(e) to permit the issuance of Bonds, the interest on „f
which is intended to be excludible from gross income for =
Federal income 'tax purposes under'the Code Ito the,,. Holders
thereof in coupon form, if as a"condition precedent to the'
adoption of such supplemental resolution, there shall delivered to to the City , an opinion of` counsel' of recognized``
standing relating to municipal bonds to .the: effect that the
— fssuance. of Bonds in "coupon form is then: permitted
;and that the issuance of such Bonds in .. coupon form _would :-not
cause interest on such` Bonds to. beiincluded in_gross in6o'ne-
for Federal income taxxt�.
purposes under the 'Code- to they
Holders thereof j or
VN
} r s x t w U4 F [t at u qt —
L 33
77
Aw
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i
(f) to permit the City to issue Bonds the interest
on which is not excludible from gross income for Federal
income tax purposes under the Code to the Holders thereof;
or
(g) to qualify the Bonds or any of the Bonds for
registration under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended; or
(h) to qualify this Resolution as an "indenture"
under the Trust Indenture Act of 1939, as amended; or
(i) to make such changes as may be necessary to
adjust the terms hereof so as to facilitate the issuance of
Variable Rate Bonds, Capital Appreciation Bonds, Capital
Appreciation and Income Bonds, Put Bonds, Extendible Matur-
ity Bonds, Balloon Bonds, Interim Bonds and such other Bonds
as may be marketable from time to time; or
(j) to permit Bonds to be issued in book entry form
with or without physical bonds; or
(k) to make such changes as may be necessary to
comply with the provisions of the Code relating to the ex-
clusion of interest on the Bonds from gross income there-
- under; or
(1) to make such changes as may evidence the right
and interest herein of an issuer of a Credit Facility or a
Liquidity Facility that secures any Series of Bonds; or
(m) to make such changes as may facilitate the issu-
ance or incurrence of Alternative Parity Debt.
If at any time the City shall so request the Paying'Agent,
the Paying Agent shall cause a notice of a proposed supplemental
resolution requiring the consent of Bondholders to be mailed,,
postage prepaid, to all Holders of Bonds then outstanding at
their- addresses as they appear on the registration books. -Such
notice shall briefly set forth the nature of the proposed' -supple-
mental resolution and shall state that a copy thereof is on file.
at the principal corporate trust office of the Paying Agent for
inspection by all Bondholders. The Paying Agent shall not,:how
ever, be subject to any liability to any Bondholder by reason of
its failure to mail the notice required by this Section, and any
such failure shall not affect the validity of such supplemental
resolution when consented to or approved as provided in this Sec-
tion.
Whenever, at any time after the date of the mailing'of such
notice, the City shall deliver to the City Clerk an,instrument or _
instruments purporting to be executed by the Holders of at least
a majority in aggregate principal amount of the Bonds then Out-
standing, which instrument or instruments shall refer to the
proposed supplemental resolutions described in such notice and
shall specifically consent to and approve the adoption thereof,
and the City shall deliver to the City Clerk a certificate signed
by the Mayor that the Holders ofsuchrequired percentage:�of
Bonds- have f iled such: consents, the City may, adopt`- 'such � supple' ,
mental resolutions in substantially such, form.:without •liability. ;
u4�
or- responsibility ' to any Holder, of an Bond, whether ' or m'-not such; fi
Solder >shall.,have 'consented thereto'. It shall not be necessaryy
for the consent of the Holders to approve the particular farm QV
any proposed supplemental resolution, but` it` .,shall' be sufficient i Qawi
's
if such consent shall'approver.the.substance-thereof.= x
f the Holders of more than fif ty, per .centum ( 50$) >in agcrst. 4L)5
gate prtifnc pal -amount of -the Bonds of • eachy..Series as ' affectedanl
�ttstandshg at.,the time of the execution of such` supplemental;`
34
� 4
resolution shall have consented to and approved the adoption
thereof as herein provided, no Holder shall have any right to
object to the adoption of such supplemental resolution, or to
object to any of the terms and provisions therein contained, or
the operation thereof, or in any manner to question the propriety
of the adoption thereof, or to enjoin or restrain the City from
adopting the same or from taking any action pursuant to the pro-
visions thereof.
The consent of the Holders of any additional Series of Bonds
to be issued hereunder shall be deemed given if the underwriters
or initial purchasers for resale consent in writing to such sup-
plemental resolution and the nature of the amendment effected by
such supplemental resolution is disclosed in the official state-
ment or other offering document pursuant to which such additional
Series of Bonds is offered and sold to the public.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this
Resolution should be held contrary to any express provision of
law or contrary to the policy of express law, though not express-
ly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions, and shall
in no way affect the validity of any of the other provisions of
this Resolution or of the Bonds issued hereunder.
SECTION 603. SALE OF BONDS. Except as otherwise provided
in Section 201 with respect to the Series 1989 Bonds, the Bonds
shall be issued and sold at one time or from time to time and at
such price or prices consistent with the provisions of the Act
and the requirements of this Resolution as the City shall here-
after determine by resolution.
.,SECTION 604. DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT
AUTHORIZED. Chase Securities, Inc., M.R. Beal & Company and
American- Government Certificates & Funds (collectively, the
"Underwriters") are hereby .authorized to distribute a preliminary
official statement relating to the Series 1989 Bonds in such form
as shall be satisfactory to the Director of Finance and the City
Attorney. •
SECTION 6056' CAPITAL APPRECIATION BONDS; CAPITAL APPRE-
CIATION AND INCOME BONDS.
(a) For the purposes of (i) receiving payment of the
redemption price if a Capital Appreciation Bond is redeemed prior
to maturity, or (ii) computing the amount of Bonds held by the
registered owner of a Capital Appreciation Bond in giving to the
City 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 Accreted
Value.
(b) For the purpose of (i) receiving payment of the
redemption price if a Capital Appreciation and Income Bond is
redeemed prior to maturity, or (ii) computing the amount of
Bonds held by the registered owner of a Capital Appreciation and
Income Bond in giving to the City any notice, consent, request or. `
demand pursuant to this Resolution for any purpose whatsoever,'
the principal amount of a Capital Appreciation and Income Bond
shall be deemed to be its Appreciated Value.
M a��
SECTION 606. UNCLAIMED MONEY. Notwithstanding any 'pro-
visions of this Resolution, any money held by the Paying. Agent `
for the payment of the principal or. redemption price of orin
; t?8
interest on, any Bonds and remaining unclaimed for five (5).yeaxs
-after: the principal of all of the Bonds has become due and a
F Y"�,
35
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able (whether at maturity or upon call for redemption), if such
_ money were so held at such date, or five (5) years after the date
of deposit of such money if deposited after such date when all of
the Bonds became due and payable, shall be repaid to the City
free from the provisions of this Resolution, and all liability of
the paying Agent with respect to such money shall thereupon
cease; provided, however, that before the repayment of such money
to the City as aforesaid, the City shall first publish at least
once in a financial newspaper or journal published and/or of
general circulation in New York, New York, a notice, in such form
as may be deemed appropriate by the City with respect to the
Bonds so payable and not presented, and with respect to the pro-
visions relating to the repayment to the Issuer of the money held
for the payment thereof.
SECTION 607. REPEALING CLAUSE. All resolutions or parts
thereof in conflict with the provisions herein contained are, to
the extent of such conflict, hereby superseded and repealed.
SECTION 608. TIME OF TARING EFFECT. This Resolution shall
become effective immediately upon its adoption.
PASSED AND ADOPTED this llth
(SEAL)
ATTE
-1
jMATTY HIRAI, City Clerk
—j PREPARED AND APPROVED BY:
iL
�!) ROBERT F. CLARK.
CHIEF DEPUTY_CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
JO GE FERN NDEZ, City Attorney.
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EXHIEIT A
1989 Project Description
Radley,_Park Olympic Complex
This project will provide an outdoor olympic swimming pool
complex that will meet the needs of residents and a training
facility for youths throughout the community who want to compete
at an advanced level in swimming and water sports.
The project may include a
Olympic competition requirements
well, and ancillary facilities.
Miami Youth Center
swimming pool which meets the
, a separate 25 meter diving
The Miami Youth Center is proposed to be constructed within
an existing City of Miami Park to be used by City youths. The
facility may include the following components: a gymnasium,
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bowling alley, ice skating rink, game room, arts and cra is room
and multipurpose areas.
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- BRMIBIT B
[Form of Bond)
(Face of Bond)
No R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
GUARANTEED ENTITLEMENT REVENUE BONDS,
SERIES
Date of
Interest Maturity Original
Rate Date Issuance CUSIP
— REGISTERED OWNER:
DOLLARS
PRINCIPAL AMOUNT
KNOW ALL MEN BY THESE PRESENTS that the City of 'Miami',
Florida (the "City"), for value received, hereby promises to pay
to the registered owner specified above, or registered assigns',
on the date specified above, but solely from the sources herein
after mentioned, upon presentation and surrender hereof at the
principal corporate trust office of , as paying
agent (said and/or any'bank or trust ,company to 1
become successor paying agent being herein called the "Paying
Agent"), the principal sum specified above with interest thereon �a
— at the rate per annum specified above, payable on the first day'
of and of each year, commencing on`
Principal of this Bond is payable at the office
of the Paying Agent in lawful money of the United States of
America. Interest on this Bond is payable by check or draft of �nY
n �
the Paying Agent made payable to the registered owner as its name
and address shall appear on the registry books of -
as Registrar (said and any successor Re stray
being herein called the "Registrar") at the close of business on -�
the fifteenth day of the calendar month preceding each interest I'
payment date or the date on which the principal of this Bond is
to be paid (the "Regular Record Date"). Any interest not punc s »r�i
tually paid on a Regular Record Date shall forthwith -.cease to be s
payable to the registered owner on such Regular RecordDateand
may be paid at the close of business on a special record date for °n
the payment of such defaulted interest to be fixed by the Paying
Agent, notice whereof shall be given not less than 10 days priors
to -such-special- record date to such _registered owner. Such:;
interest shall be payable from the most recent interest payment
date - next, preceding the date of authentication to which='interest t�
has been paid, unless the date of authentication , is an' 1 J
or 1 to which interest has been paid,.. in wha�ch ,base r a��
from the cafe of authentication, or unless: the rate of:4uthenti., t
cation is prior to , 19,�, . in which case f ro�arvs
19 , or unless t e date, of authenticato
etwe+ n a�- ecgrd Date' and the next succeeding Beres paym At
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s�►tsr in which case from such interestayMent date;:`
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This Bond is one of an authorized issue of Bonds of the City
designated as its "Guaranteed Entitlement Revenue Bonds,
Series " (herein called the "Series Bonds"), in the
aggregate principal amount of _ Dollars ($_
) of like dater tenor, and of ect, except as to number, date of
maturity and interest rate, issued for the purpose of
under the authority of and in full compliance with the Constitu-
tion and Statutes of the State of Florida, including particularly
Chapter 218, Part II, Florida Statutes, as amended, Chapter 166,
Florida Statutes, as amended from time to time, and other applic-
able provisions of law, the Charter of the City, and a resolution
duly adopted by the City Commission of the City on
u
(hereinafter referred to as the "Resolution") and is subject
to all the terms and conditions of the Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVI-
SIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
ON THE FRONT SIDE HEREOF.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen, and to be performed,
precedent to and in the issuance of this Bond exist, have hap-
pened and have been performed in regular and due form and time as
required by the Laws and Constitution of the State of Florida
applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compli-
ance with all constitutional, statutory or charter limitations or
provisions.
IN WITNESS WHEREOF, the City of Miami, Florida has caused
this Bond to be signed by the Mayor, either manually or with his
facsimile signature, and the seal of the City of Miami, Florida
or a facsimile thereof to be affixed hereto or imprinted or
reproduced hereon, and attested by the City Clerk, either manu-
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This Bond is one of an authorized issue of Bonds of the City
designated as its "Guaranteed Entitlement Revenue Bonds,
Series (herein called the "Series Bonds"), in the
aggregat p 3ncipal amount of Dollars ($
of like dater tenor, and effect, except as to number, date of
maturity and interest rate, issued for the purpose of
Under the authority of ana in full compliance with the Constitu-
tion and Statutes of the State of Florida, including particularly
Chapter 218, Part II, Florida Statutes, as amended, Chapter 166,
Florida Statutes, as amended from time to time, and other applic-
able provisions of law, the Charter of the City, and a resolution
duly adopted by the City Commission of the City on
19_ (hereinafter referred to as the "Resolution") and is subject
to all the terms and conditions of the Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVI-
SIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
ON THE FRONT SIDE HEREOF.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen, and to be performede,
precedent to and in the issuance of this Bond exist, have hap-
pened 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 this Bond, and of
the issue of Bonds of which this Bond is one, is in full compli-
ance with all constitutional, statutory or charter limitations or
provisions.
IN WITNESS WHEREOF, the City of Miami, Florida has caused
this Bond to be signed by the Mayor, either manually or with his
facsimile signature, and the seal of the City of Miami, Florida
or a facsimile thereof to be affixed hereto or imprinted or >}
reproduced hereon, and attested by the City Clerk, either manu-
ally or with her facsimile signature.
=t
(SEAL)
ATTEST:
City Clerk
CITY OF MIAMI, FLORIDA
By:
Mayor
APPROVED AS TO FORM AND
CORRECTNESS
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By:
City Attorney
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FORM of CERTIFICATE OF AUTHENTICATION
'phis Bond Is one of the
Hands delivered pursuant to the
WithlnMntiOned Resolution.
,
fiats of Authentication:
as Registrar
—
By:
—
Authorize officer
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[Back of Bond]
This Bond is payable from and secured by a lien on and
pledge of the City's Guaranteed Entitlement Revenues and other
moneys held in certain funds and accounts established under the
Resolution (collectively, the "Pledged Funds"), all in the manner
provided in the Resolution The Guaranteed Entitlement Revenues
consist of moneys received by the City each year from the State
Revenue Sharing Trust Fund for Municipalities pursuant to Chapter
218, Part II, Florida Statutes, to the extent of the City's
"guaranteed entitlement", as such term is defined in Section
218.21(6)(b), Florida Statutes. The City is not obligated to pay
this bond or the interest hereon except from the Pledged Funds
pledged thereto, and the full faith and credit of the City are
not pledged for the payment of this Bond and this Bond does not
constitute an indebtedness of the City within the meaning of any
constitutional, statutory or other provision or limitation; and
it is expressly agreed by the Holder of this Bond that such
Holder shall never have the right to require or compel the exer-
cise of the ad valorem taxing power of the City, or taxation in
_ any form of any real or personal property therein, for the pay-
= ment of the principal of and interest on this Bond or the making
of any other Sinking Fund and other payments provided for in the
Resolution.
It is further agreed between the City and the Holder of this
bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon property of or in the City, but shall
constitute a lien only on the Pledged Funds, all in the manner
provided in the Resolution.
[Redemption Provisions]
Additional parity Bonds and alternative parity debt may be
issued by the City from time to time upon the conditions and
within the limitations and in the manner provided in the Resolu-
tion.
The original registered owner, and each successive regis
tered owner of this Bond shall be conclusively deemed to have
agreed and consented to the following terms and conditions:
1. The Registrar shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as provided
in the Resolution. The Bonds shall be transferable by the regis-
tered owner thereof in person or by his attorney duly authorized
in writing only upon the books of the City kept by the Registrar
and only upon surrender hereof together with a written instrument
of transfer satisfactory to the Registrar duly executed by the.
registered owner or his duly authorized attorney. Upon the
transfer of any such Bond, the City shall issue in the name of
the transferee a new Bond or Bonds.
2. The City, the Paying Agent and the Registrar may deem -
and treat the person in whose name any Bond shall be registered y.
upon the books kept by the Registrar as the absolute owner of
M.
such Bond, whether such Bond shall be overdue or not, for the
e purpose of receiving payment of, or on account of, the principal x.
of and interest on such Bond as the same becomes due, and for all
other purposes. All such payments so made to any such registered 3
owner 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 City, the Paying Agent, nor
the Registrar shall be affected by any notice to the contrary.
3. At the option.of the registered owner thereofand upon,. -
surrender. hereof at the principal corporate trust office of the "{
y Registrar with ' a written instrument of transfer satisfactory to i
-+ c q "' Y rim l r�Y xr j2T iP S s 4.
s
the Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of
any charges which the Registrar or the City may make as provided
— _ in the Resolution, the Bonds may be exchanged for Bonds of the
same series and maturity of any other authorized denominations.
4. In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the City shall execute
and the Registrar shall authenticate and deliver Bonds in accor-
dance with the provisions of the Resolution. There shall be no
charge for any such exchange or transfer of Bonds, but the City
or the Registrar may require payment of a sum sufficient to pay
any tax, fee or other governmental charge required to be paid
with respect to such exchange or transfer. Neither the City nor
the Registrar shall be required (a) to transfer or exchange Bonds
for a period of 15 days next preceding an interest payment date
_ on such Bonds or next preceding any selection of Bonds to be
redeemed or thereafter until after the mailing of any notice of
redemption; or (b) to transfer or exchange any Bonds called for
redemption.
3
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[FORM OF ABBREVIATIONS FOR BONDS]
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 regula-
tions.
TEN COX - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivor-
ship and not as tenants in common
_
UNIFORM GIFT MIN ACT - Custodian
(Gust) (Minor)
under Uniform Gifts to Minors
_
Act
;
(State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF ASSIGNMENT FOR BONDS]
-
For value received, the undersigned hereby sells, assigns
_
and transfers unto the within Bond,
and all rights thereunder, and hereby irrevocably constitutes and
appoints , attorney to transfer the
_
said Bond on the bond register, with full power of substitution
_
-
in the premises.
Dated:.
Please insert Social Security
or other identifying number
r
of transferee:
-
Signature guaranteed:
NOTICE: The transferor's signature to this Assignment -:must
�.
correspond with the name as it appears on the face of
the within Bond in every particular without alteration
or any change whatever.
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Honorable Mayor and Members
of City Commission
page 2.
Although this resolution approves up to $6,500,000 in; bonds the
final amount of the bond issue will be limited to the actual cash
needed to fund the preceding items.
T
Debt service on the bonds is expected to appropriate .$600,,000
annually-,-,for-the next., twenty (20) years, including principal and
interest. The City's Guaranteed Entitlement revenues a-,
4Y: component of the State Revenue': Sharing revenues,, are "currently'
used to finance General Fund operations, therefor- debt service .
cost for these: bonds-�will.reduce� the State'`Revenue Shariri$' t
revenues avalaible for General Fund operations.
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