Ordinance No. 15-90-6 v4 t R �
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DRD/f'/I?n/Ce- l5 -90-4o
AUTHORIZING ORDINANCE OF THE
CITY COMMISSION OF
CITY OF ATLANTIC BEACH, FLORIDA
Relating to the issuance of
$5,000,000 City of Atlantic ReBondsFSeries 1990
Water and Sewer Refunding Revenue
Enacted tL 101 �, 1990
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TABLE OF CONTENTS
Page
ARTICLE I
STATUTORY AUTHORITY, DEFINITIONS,
AND FINDINGS
SECTION
1.01.
AUTHORITY FOR THIS ORDINANCE ...............
1
SECTION
1.02.
DEFINITIONS ..........................•.••..
1
SECTION
1.03.
FINDINGS ...................................
14
SECTION
1.04.
ORDINANCE CONSTITUTES CONTRACT .............
15
ARTICLE II
AUTHORIZATION OF REFUNDING;
DESCRIPTION, DETAILS AND FORM OF BOND
SECTION
2.01.
AUTHORIZATION OF REFUNDING .................
17
SECTION
2.02.
AUTHORIZATION OF BONDS .....................
17
SECTION
2.03.
DESCRIPTION OF BONDS .......................
17
SECTION
2.04.
EXECUTION OF BONDS .........................
18
SECTION
2.05.
NEGOTIABILITY AND REGISTRATION .............
18
SECTION
2.06.
BONDS MUTILATED, DESTROYED, STOLEN OR LOST
19
SECTION
2.07.
TEMPORARY BONDS ......................•....•
20
SECTION
2.08.
BOND ANTICIPATION NOTES ....................
20
SECTION
2.09.
PROVISIONS FOR REDEMPTION ..................
21
SECTION
2.10.
FORM OF BONDS ..............................
22
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND
APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATION OR INDEBTEDNESS
ARTICLE IV
APPLICATION OF BOND PROCEEDS;
REDEMPTION OF OUTSTANDING BONDS
SECTION 4.01. APPLICATION OF BOND PROCEEDS 31
SECTION 4.02. REDEMPTION OF REFUNDED BONDS ............... 32
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OF CITY ...................................
23
SECTION
3.02.
BONDS SECURED BY PLEDGED REVENUES ..........
23
SECTION
3.03
CREATION OF FUNDS AND ACCOUNTS .............
23
SECTION
3.04.
APPLICATION OF PLEDGED REVENUES ............
24
SECTION
3.05.
UNCLAIMED MONEY ......................••••.
29
ARTICLE IV
APPLICATION OF BOND PROCEEDS;
REDEMPTION OF OUTSTANDING BONDS
SECTION 4.01. APPLICATION OF BOND PROCEEDS 31
SECTION 4.02. REDEMPTION OF REFUNDED BONDS ............... 32
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TABLE OF CONTENTS
(Continued)
ARTICLE V
COVENANTS OF THE CITY
REMEDIES
SECTION 5.01. COVENANTS OF THE CITY ...................... 33
SECTION 5.02. REMEDIES .........................••••.••••• 40
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION
6.01.
SALE OF 1990 BONDS .........................
42
SECTION
6.02.
NOTICES TO CREDIT FACILITY ISSUER ..........
42
SECTION
6.03.
DEFEASANCE ..................•..•..........•
42
SECTION
6.04.
NO RECOURSE................................42
SECTION
6.05.
MODIFICATION OR AMENDMENT ..................
42
SECTION
6.06.
SEVERABILITY OF INVALID PROVISIONS .........
44
SECTION
6.07.
REPEALING CLAUSE ...........................
44
SECTION
6.08.
EFFECTIVE DATE .............................
45
ii
ril
ORDINANCE NO. 15-90-6
AN ORDINANCE OF THE CITY OF ATLANTIC BEACH,
FLORIDA, PROVIDING FOR THE REFUNDING OF
CERTAIN OUTSTANDING REVENUE OBLIGATIONS OF THE
CITY; PROVIDING FOR THE ISSUANCE OF WATER AND
SEWER REFUNDING REVENUE BONDS, SERIES 1990, OF
THE CITY TO FINANCE THE COST THEREOF;
PROVIDING FOR THE PAYMENT OF SUCH BONDS;
PROVIDING FOR THE RIGHTS, SECURITY, AND
REMEDIES OF THE REGISTERED OWNERS OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA:
ARTICLE I
STATUTORY AUTHORITY, DEFINITIONS, AND FINDINGS
SECTION 1.01. AUTHORITY FOR THIS ORDINANCE. This
Ordinance is enacted pursuant to the provisions of Chapter 166,
Part II, Florida Statutes, and other applicable provisions of
law.
SECTION 1.02. DEFINITIONS. Capitalized terms used in
this Ordinance shall have the following meanings, unless the
context clearly requires otherwise. Words importing singular
number shall include the plural number in each case and vice
versa, and words of one gender shall be deemed to include the
other genders, and words importing persons shall include firms
and corporations. In this Ordinance:
"Accreted value" shall mean, with respect to any
Compounding Interest Bonds, the amount representing the value of
such Bonds as of any semiannual compounding date.
"Act" shall mean Chapter 166, Part II, Florida Statutes,
and other applicable provisions of law.
"Additional Parity Bonds" shall mean any obligations
hereafter issued pursuant to the terms and conditions of this
Ordinance and payable from the Pledged Revenues on a parity with
the Series 1990 Bonds originally issued hereunder. Such
Additional Parity Bonds shall be deemed to have been issued
pursuant to this Ordinance the same as the Series 1990 Bonds, and
all of the covenants and other provisions of this Ordinance
(except as to details of such Additional Parity Bonds
inconsistent herewith), shall be for the equal benefit,
protection and security of the Registered Owners of the Series
1990 Bonds and the Registered Owners of any Additional Parity
• Bonds evidencing additional obligations subsequently issued
within the limitations of and in compliance with this Ordinance.
All of such Additional Parity Bonds, regardless of the time or
times of their issuance, shall rank equally with other Bonds with
respect to their lien on and source and security for payment from
the Pledged Revenues without preference of any Bond over any
other.
"Amortization Installment" shall mean, with respect to
any Term Bonds of a series of Bonds, the amount of money
designated for the Term Bonds of such series and required to be
deposited into the Bond Amortization Account within the Sinking
Fund to pay the principal amount of Term Bonds to be redeemed on
the Interest Payment Date or Maturity Date so designated;
provided that the aggregate of such installments for each
maturity of Term Bonds of any series shall equal the aggregate
principal amount (including Compounded Amounts) of each maturity
of Term Bonds of such series delivered on original issuance.
"Annual Capital Facilities Charges Debt Service
Requirement" shall mean for any Bond Year, as applied to the
Bonds of any series additionally secured by Capital Facilities
Charges, the component of the Debt Service Requirement
attributable to the Capital Facilities Charges, initially set
forth in the Project Certificate with respect to the issuance of
such series and thereafter from time to time as necessary as
determined by the City, but limited to the Capital Facilities
Charges Debt Service Component for such series of Bonds.
"Annual Sewer Generation Charges Debt Service
Requirement" shall mean for any Bond Year, as applied to the
Bonds of any series additionally secured by Sewer Generation
Charges, the component of the Debt Service Requirement
attributable to the Sewer Generation Charges, initially set forth
in the Project Certificate with respect to the issuance of such
series and thereafter from time to time as necessary as
determined by the City, but limited to the Sewer Generation
Charges Debt Service Component for such series of Bonds.
"Atlantic Beach System" means the water and sewer
system of the City serving primarily the incorporated area of the
City.
"Authorized Investments" means the following
obligations, but only to the extent the moneys to be invested
therein may, at the time such investments are made or retained,
lawfully be invested therein:
(1) United States Obligations.
(2) Obligations or portions thereof issued or
guaranteed by the following instrumentalities or agencies:
(a) Federal Home Loan Bank System.
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(b) Export -Import Bank of the United States.
(c) Federal Financing Bank.
(d) Government National Mortgage Association.
(e) Farmers Home Administration.
(f) Federal Home Loan Mortgage Company.
(g) Federal Housing Administration.
(h) Federal National Mortgage Association
(3) Pre -refunded local government obligations rated in
the highest rating category by a Rating Agency and
meeting the following conditions:
(a) the municipal obligations are (i) not to be
redeemed prior to maturity or the trustee or
escrow agreement therefor has been given
irrevocable instructions concerning their
calling and redemption and (ii) the issuer of
such municipal obligations has covenanted not
to redeem such bonds other than as set forth
in such instructions.
(b) the municipal obligations are secured by cash
or direct and general obligations of the
United States of America that may be applied
only to interest, principal and premium
payments of such bonds.
(c) the principal of and interest on such direct
and general obligations (plus any cash in the
escrow fund) are sufficient to meet the
liabilities of the municipal obligations.
(d) the United States Obligations serving as
security for the municipal obligations are
held by an escrow agent or trustee.
(e) the United States Obligations are not
available to satisfy any other claims,
including those against the trustee or escrow
agent.
(4) Direct and general long-term obligations of any
state or commonwealth of the United States of
America, to the payment of which the full faith and
credit of the state or commonwealth is pledged and
that are rated in either of the two highest Rating
• Categories by a Rating Agency.
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(5) Direct and general short-term obligations of any
state or commonwealth of the United States of
America, to the payment of which the full faith and
credit of the state or commonwealth is pledged and
that are rated in the highest Rating Category by a
Rating Agency.
(7) Long-term or medium-term corporate debt guaranteed
by any corporation that is rated by a Rating Agency
in one of their two highest rating categories.
(8) Repurchase agreements, the maturities of which are
thirty (30) days or less, entered into with
financial institutions such as banks or trust
companies organized under state law or national
banking associations, insurance companies, or
government bond dealers reporting to, trading with,
and recognized as a primary dealer by, the Federal
Reserve Bank of New York and a member of the
Security Investors Protection Corporation ("SIPC")
or with a dealer or parent holding company that is
rated "A" or better by Moody's and S&P. The
repurchase agreement should be in respect of United
States Obligations or obligations described in
paragraph (2) of this definition and shall be
collateralized by United States Obligations the
fair market value of which, together with the fair
• market value of the repurchase agreement
securities, exclusive of accrued interest, shall be
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(6) Interest-bearing demand or time deposits or
interests in
money market portfolios issued by
state banks
or trust companies or national banking
associations
and savings and loan associations that
are members
of the Federal Deposit Insurance
Corporation
("FDIC"). These deposits or interests
must either
(a) be continuously and fully insured
by FDIC and
be with banks that are rated at least
P-1 or Aa by
Moody's and at least A-1 or AA by S&P,
or (b) be
fully secured by United States
Obligations
or (c) be secured as provided in
Chapter 280,
Florida Statutes. If said deposits or
interests are
secured by United States Obligations,
such United
States Obligations must be valued daily
and have a market value at all times at least equal
to the principal
amount of the deposits or
interests.
The United States Obligations must be
held by the
City, or by a Federal Reserve Bank or
Depository,
as custodian for the institution
issuing the deposits or interests. The City shall
have a first lien on the United States
perfected
Obligations
serving as collateral, and such
collateral
is to be free from all third -party
liens.
(7) Long-term or medium-term corporate debt guaranteed
by any corporation that is rated by a Rating Agency
in one of their two highest rating categories.
(8) Repurchase agreements, the maturities of which are
thirty (30) days or less, entered into with
financial institutions such as banks or trust
companies organized under state law or national
banking associations, insurance companies, or
government bond dealers reporting to, trading with,
and recognized as a primary dealer by, the Federal
Reserve Bank of New York and a member of the
Security Investors Protection Corporation ("SIPC")
or with a dealer or parent holding company that is
rated "A" or better by Moody's and S&P. The
repurchase agreement should be in respect of United
States Obligations or obligations described in
paragraph (2) of this definition and shall be
collateralized by United States Obligations the
fair market value of which, together with the fair
• market value of the repurchase agreement
securities, exclusive of accrued interest, shall be
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valued daily and maintained at an amount at least
equal to the amount invested in the repurchase
agreements. In addition, the provision of the
repurchase agreement shall meet the following
additional criteria:
(a) the City or a third party acting solely as
agent for the City has possession of the
repurchase agreement securities and the United
States Obligations collateral.
(b) failure to maintain the requisite collateral
levels will require the City or such third
party to liquidate such securities
immediately.
(c) the City or such third party hereunder has a
perfected, first priority security interest in
such securities.
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(d) such securities are free and clear of third -
party liens, and in the case of an SIPC
broker, were not acquired pursuant to a
repurchase or reverse repurchase agreement.
(9) Prime commercial paper of a United States
corporation, finance company or banking institution
rated at least 11P-1" by Moody's and at least "A-1"
by S&P.
(10) Public housing bonds issued by public agencies.
Such bonds must be fully secured by a pledge of
annual contributions under a contract with the
United States government; temporary notes,
preliminary loan notes or project notes secured by
a requisition or payment agreement with the United
States; or state or public agency or municipality
obligations rated in the highest rating category by
a Rating Agency;
(11) Shares of beneficial interest in an investment fund
or trust substantially all of the assets of which
are invested in obligations described in (1) and
(2), above.
(12) Guaranteed investment contracts, with United States
corporations the debt of which is rated by a Rating
Agency in one of the two highest rating categories.
(13) State pooled investment funds invested in one or
more of the securities described in paragraphs (1)
through (12) of this definition; provided that
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shares or units of participation in such funds
shall be held directly by, or registered in the
name of, the City.
(14) units of participation in the Local Government
Surplus Funds Trust Fund established pursuant to
Chapter 218, Part IV, Florida Statutes, or any
other similar common trust fund which is
established pursuant to State law as a legal
depository for public money and for which the State
Board of Administration of the State acts as the
custodian.
(15) obligations issued by the Resolution Funding
Corporation under the authority of Title 12, United
States Code, Section 1441b.
"Bond Counsel" shall mean counsel experienced in matters
relating to the validity of, and the state and federal income tax
treatment of interest on, obligations of states and their
political subdivisions as selected by the City.
"Bond Registrar" shall mean the person or corporation
designated by the City to maintain the registration books
required to be maintained hereunder and to serve as paying agent
for purposes of making payments of principal of and interest on
isthe Bonds to the Registered Owners.
"Bond Year" shall mean, with respect to any series of
Bonds, the year commencing on the date following each Principal
Maturity Date and ending on the next succeeding Principal
Maturity Date.
"Bonds" shall mean the Water and Sewer Refunding Revenue
Bonds, Series 1990 (the "Series 1990 Bonds"), and any Additional
Parity Bonds hereafter issued pursuant to the terms and
conditions of this Ordinance.
"Buccaneer System" means that portion of the System
which the City acquired from the Buccaneer Utility Company.
"Capital Facilities Charges" shall mean any fee or
charge levied and collected by the City upon new users of the
facilities of the System to finance all or a portion of the cost
of excess System capacity, if any, existing at the time of
acquisition of the System, or any Facilities comprising a part of
the System, or additions, extensions or improvements to the
System anticipated to be necessary to replace capacity made or to
be made available to lands or persons to be served by the System.
"Capital Facilities Charges Debt Service Component"
shall mean, as of any particular date of calculation, for each
series of Bonds additionally secured by Capital Facilities
Charges, an amount of Capital Facilities Charges determined by
(1) multiplying the aggregate Debt Service Requirements for each
such series of Bonds by the Expansion Percentage, and (2)
subtracting from the product so obtained all amounts previously
transferred from the Capital Facilities Charges Fund to the
Sinking Fund and the Bond Amortization Account therein.
"City" shall mean City of Atlantic Beach, Florida, a
municipal corporation of the State.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, including, when appropriate, the statutory predecessor
of the Code, and all applicable regulations (whether proposed,
temporary or final) under that Code and the statutory predecessor
of the Code, and any official rulings and judicial determinations
under the foregoing applicable to the Bonds.
"Commission" shall mean the City Commission, as the
governing body of the City.
"Compounding Date" with respect to any Compounding
Interest Bonds shall mean the date on which interest is
compounded and a new Accreted value established for such Bonds.
"Compounding Interest Bonds" shall mean Bonds, the
interest on which (1) shall be compounded periodically, (2) shall
be payable at maturity or redemption prior to maturity, and (3)
shall be determined by reference to the Accreted values.
"Credit Facility" shall mean a policy of municipal bond
insurance, a letter of credit, or other insurance or financial
product which guarantees prompt payment of all or any portion of
the principal of, premium, if any, and interest on all or any
portion of the Bonds.
"Credit Facility Issuer" shall mean an insurance
company, bank, or other organization which has provided a Credit
Facility in connection with the issuance of any series of Bonds
or any Bonds within a series.
"Current Interest Paying Bonds" shall mean Bonds, the
interest on which shall be payable on a periodic basis.
"Debt Service Requirement" shall mean, for any Bond
Year, as applied to the Bonds of any series, the sum of:
(1) the amount required to pay the interest
becoming due on the Current Interest Paying Bonds during such
Bond Year;
(2) the aggregate amount required to pay the
principal becoming due on Current Interest Paying Bonds for such
Bond Year; and
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. (3) the aggregate amount required to pay the
Maturity Amount due on any Compounding Interest Bonds maturing in
such Bond Year.
In calculating the Debt Service Requirement for any
period for any series of Bonds or the bonds of any lien status:
(A) the City shall deduct from the amounts
calculated in Subparagraphs (1) through (3) above: (a) any
capitalized interest deposited into the Sinking Fund for such
period from the proceeds of the sale of such Bonds or otherwise
and (b) any investment earnings to be received on moneys on
deposit in the Sinking Fund and accounts therein established with
respect to such series of Bonds and required by the terms of this
Ordinance to be retained in such Sinking Fund;
(B) the interest due in any ensuing Bond Year on
variable Rate Bonds shall be assumed to be one hundred ten
percent (110%) of the greater of (a) the daily average interest
rate on such variable Rate Bonds during the twelve (12) months
ending with the month preceding the date of calculation, or such
shorter period that such variable Rate Bonds shall have been
outstanding, or (b) the rate of interest on such variable Rate
Bonds on the date of such calculation;
(C)(i) the stated maturity date of any Current
Interest Paying Term Bonds shall be disregarded and the
Amortization Installments applicable to such Current Interest
Paying Term Bonds in such Bond Year shall be deemed to mature in
such Bond Year, and (ii) the principal amount of any Current
Interest Paying Term Bonds having a single principal maturity and
no Amortization Installments therefor shall be calculated as if
the amount of such single maturity had been amortized over a term
of years and was payable in such payments of principal and
interest as shall be set forth in a subsequent resolution of the
Board adopted on or prior to the delivery of such Bonds; and
(D) the stated maturity date of any Compounding
Interest Term Bonds shall be disregarded and the Amortization
Installments applicable to such Compounding Interest Term Bonds
in such Bond Year shall be deemed to mature in such Bond Year.
"Escrow Deposit Agreement" shall mean the agreement(s)
between the City and the Escrow Holder, in form and substance to
be approved by the City at or prior to the time of issuance of
the Series 1990 Bonds, and providing for the deposit of a portion
of the proceeds of the Series 1990 Bonds in trust with the Escrow
Holders for the purpose of making payment of the principal,
premium, if specified, and interest on the Refunded Bonds as
provided in such Escrow Deposit Agreement.
"Escrow Holder" shall mean the bank or trust company, or
such other facility as the City may designate, which may be
located within or without the State, to be selected by resolution
1.1
of the Commission prior to the time of issuance of the Series
1990 Bonds, to hold a portion of the proceeds of the sale of the
Series 1990 Bonds in trust pursuant to the provisions of the
Escrow Deposit Agreement(s), to be applied to pay the principal
of, premium, if specified, and interest on the Refunded Bonds as
provided in such Escrow Deposit Agreement.
"Expansion Facilities" shall mean additions, extensions
and improvements to the System, together with all lands or
interests therein, including plants, buildings, machinery, pipes,
mains, fixtures, equipment, franchises, and all property, real or
personal, tangible or intangible, heretofore or hereafter
constructed or acquired in order to meet the increased demand
upon the System, whether actual or anticipated, created by new
users connecting to the System.
"Expansion Percentage" shall mean a fraction having a
numerator equal to that portion of the total original principal
amount of all Bonds issued hereunder that are attributable to
Expansion Facilities, if any, as shall be determined by the
Independent Consultant and as set forth in the Project
Certificate relating to such Bonds and a denominator equal to the
total original principal amount of all Bonds issued hereunder.
"Facilities" shall mean all of the physical assets of
the System, and all parts thereof, existing at the time of the
enactment of this Ordinance, and also any physical assets which
may hereafter be added to the System, or any part thereof, by any
additions, betterments, extensions, improvements thereto, or
property of any kind or nature, real or personal, tangible or
intangible, hereafter constructed or acquired.
"Financial Advisors" shall mean Burton & Associates and
A. G. Edwards & Sons, Inc. or such other financial advisor or
advisors employed by the City to assist in its financial matters.
"Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30,
or such other period as may be prescribed from time to time as
the fiscal year for the City.
"Gross Revenues" or "Revenues" shall mean all fees,
rentals, connection fees, or other charges or other income
(including income on investments of moneys in all funds and
accounts, except the Project Fund, herein created or authorized,
to the extent that such income is required to be deposited into
the Revenue Fund herein created, and excluding all Capital
Facilities Charges and investment earnings thereon), received by
the City, or accruing to the City or to any other board or agency
of the City in control of the management and operation of said
System, all as calculated in accordance with generally accepted
governmental accounting practices.
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"Independent Certified Public Accountant" shall mean
such firm of certified public accountants, not in the regular
employ of the City, as shall be retained by the City for the
purpose of auditing the books and records of the System and
performing such other functions as are specified in this
Ordinance.
"Independent Consultant" shall mean such firm consisting
of or employing registered professional accountants, attorneys,
engineers or architects and having favorable repute for the
design, maintenance and operation of facilities such as the
System, not in the regular employ of the City, engaged by the
City to perform the tasks set forth to be performed by such
Independent Consultant by the provisions of this Ordinance
"Interest Payment Date" shall mean, with respect to any
series of Bonds, the semiannual or other periodic dates on which
interest is payable on the Current Interest Paying Bonds, as
determined by subsequent resolution of the Commission adopted at
or prior to the time of issuance of such Bonds.
"Maturity Amount" with respect to any Compounding
Interest Bonds shall mean the value of such Bonds at the stated
maturity thereof.
"Maximum Debt Service Requirement" shall mean, as of any
IV particular date of calculation, and, with respect to the
particular series of Bonds, or all Bonds, as the case may be, the
Debt Service Requirement for the then current or any future Bond
Year which is greatest in dollar amount.
"Moody's" means Moody's Investor's Service, Inc., 99
Church Street, New York, New York 10007 or any successor thereto.
"Net Revenues" shall mean the Gross Revenues remaining
after deduction only of Operating Expenses.
"Oak Harbor System" means that portion of the System
acquired by the City from the Oak Harbor utility Company and
serving primarily the Oak Harbor subdivision.
"Operating Expenses" shall mean the current expenses,
paid or accrued, of operation, maintenance and repair of the
System and its Facilities (including the City's proportionate
share of joint expenses in a regional system in which the City
has an undivided ownership interest) and shall include, without
limiting the generality of the foregoing, (i) insurance premiums,
(ii) charges for the accumulation of appropriate reserves not
annually recurrent but which are such as may reasonably be
expected to be incurred in accordance with generally accepted
governmental accounting practices, and (iii) the cost of product
and services purchased at wholesale by the City for resale to
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customers of the System in lieu of the production of such product
and services by the City directly. "Operating Expenses" shall
not include any allowance for depreciation or any other non-cash
expenses except to the extent expressly herein provided.
"Pledged Revenues" shall mean the (i) Net Revenues, (ii)
the Capital Facilities Charge Debt Service Component, (iii) the
Sewer Generation Charge Debt Service Component, and (iv) until
expended and subject to application as provided hereunder, the
amounts on deposit in the funds and accounts established
hereunder (except the Rebate Fund and, with respect to the
Reserve Account, as may be more particularly provided by
subsequent resolution of the City establishing separate
subaccounts within the Reserve Account for different series or
installments of Bonds).
"Principal Maturity Date" shall be the stated date on
which principal matures on Current Interest Paying Bonds or on
which the Maturity Amount becomes payable on Compounding Interest
Bonds.
"Project Certificate" shall mean that certificate of the
Independent Consultant filed with the City at or prior to the
date of delivery of any series of Bonds and setting forth the
estimated total cost of the project to be constructed with the
proceeds of such Bonds and, if said series of Bonds is
additionally secured by Capital Facilities Charges or Sewer
Generation Charges, or both, the estimated cost of the Expansion
Facilities portion of the Project, the Expansion Percentage, the
Annual Capital Facilities Charges Debt Service Requirement, the
Sewer Facilities Percentage, and the Annual Sewer Generation
Charges Debt Service Component, as appropriate. with respect to
the issuance of a series of Bonds, the purpose of which is to
refund prior obligations, the proceeds of which prior obligations
were use to construct a project, and such Series of Bonds are
additionally secured by Capital Facilities Charges, the Project
Certificate shall set for the the cost of the Expansion
Facilities portion of the project, the Expansion Percentage, and
the Annual Capital Facilities Charges Debt Service Requirement,
as appropriate.
"Rating Agency" shall mean Moody's, S&P, or such other
nationally recognized company rating debt obligations of public
and private obligors.
"Rate Ordinance" shall mean the ordinances incorporating
a schedule of rates fees and/or charges to be imposed for the use
of the System or any Facilities.
"Record Date" shall mean the fifteenth day of the month
prior to an Interest Payment Date, or such other date as may be
specified by subsequent resolution of the Commission.
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"Redemption Date" shall mean any date on which Bonds are
called for redemption prior to maturity.
"Refunded Bonds" shall mean the following outstanding
bonds of the City: A loan from the State of Florida for the
purpose of financing certain wastewater treatment facilities
pursuant to a certain loan agreement among the City and the State
of Florida Department of Environmental Regulation and the
Division of Bond Finance of the State of Florida Department of
General Services, dated as of May 29, 1985; Buccaneer Water and
Sewer District Revenue Bonds, dated as of June 3, 1985; Oak
Harbor Water and Sewer District Revenue Bonds, dated as of
February 28, 1989.
"Refunding" shall mean the program for refinancing all
or a portion of the outstanding debt of the City through the
issuance of the Series 1990 Bonds authorized by this Ordinance
and the deposit of a portion of the proceeds thereof with the
Escrow Holder to be applied pursuant to the provisions of the
Escrow Deposit Agreement to pay the principal of, premium, if
any, and interest on the Refunded Bonds, all as recommended to
the City by its Financial Advisors at or prior to the time of
sale of the Series 1990 Bonds.
"Refunding Costs" shall mean but shall not necessarily
be limited to: the cost of payment of the principal of, premium,
if specified, and interest on the Refunded Bonds; expenses for
ks estimates of costs and of revenues; the fees of fiscal agents,
Financial Advisors and consultants; administrative expenses; the
establishment of reasonable reserves for the payment of debt
service on the Series 1990 Bonds; discount upon the sale of the
Series 1990 Bonds; the expenses and costs of issuance of the
Series 1990 Bonds; the cost of purchasing any Credit Facility or
Reserve Account Credit Facility with respect to the Series 1990
Bonds; such other expenses as may be necessary or incidental to
the financing authorized by this Ordinance, to the Refunding, and
to the accomplishing thereof and reimbursement to the City for
any sums expended for the foregoing purposes.
"Registered Owner" or "Owner" shall mean any person who
shall be the owner of any outstanding Bond or Bonds as shown on
the registration books maintained by the Bond Registrar.
C I
"Reserve Account Credit Facility" shall mean a surety
bond, a policy of insurance, a letter of credit, or other
insurance or financial product which provides for payment of
amounts equal to all or a portion of the Reserve Account
Requirement in the event of an insufficiency of moneys in the
Sinking Fund to pay principal of and interest on the Bonds when
due, which Reserve Account Credit Facility meets the requirements
set forth in Section 3.04 hereof.
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"Reserve Account Credit Facility Issuer" shall mean an
insurance company, bank, or other organization which has provided
a Reserve Account Credit Facility in connection with the
establishment of a reserve account for any series or installment
of Bonds.
"Reserve Account Requirement" shall mean, for any series
or installment of Bonds or for all Bonds, as the context may
require, an amount equal to the lesser of (i) the Maximum Debt
Service Requirement for such Bonds, (ii) the maximum amount
allowed under the provisions of the Code to be funded as a
reasonably required reserve from the proceeds of the Series 1990
Bonds or Additional Parity Bonds.
"S&P shall mean "Standard and Poor's Corporation, 25
Broadway, New York, New York 10004, or any successor thereto.
"Serial Bonds" shall mean any Current Interest Paying or
Compounding Interest Bonds for the payment of the principal of
which, at the maturity thereof, no fixed mandatory sinking fund
or bond redemption deposits are required to be made prior to the
12 -month period immediately preceding the stated date of maturity
of the such Serial Bonds.
"Series 1990 Bonds" shall mean the Water and Sewer
Refunding Revenue Bonds, Series 1990, originally authorized and
4V
issued pursuant to this Ordinance.
"Sewer Facilities" means that portion of the Facilities
used for the collection, treatment and discharge of wastewater.
"Sewer Facilities Percentage" means as fraction having
a numerator equal to that portion of the total original principal
amount of all Bonds issued hereunder that are attributable to
Sewer Facilities, if any, as shall be determined by the
Independent Consultant and as set forth in the Project
Certificate relating to such Bonds and a denominator equal to the
total original principal amount of all Bonds issued hereunder.
"Sewer Generation Charges" means the surcharge for sewer
generation required by the Federal Environmental Protection
Agency and the Florida state department of Environmental
Regulation levied and collected by the City.
"Sewer Generation Charges Debt Service Component" means,
as of any particular date of calculation, for each series of
Bonds additionally secured by Sewer Generation Charges, an amount
of Sewer Generation Charges determined by (i) multiplying the
aggregate Debt Service Requirement for each such series of Bonds
by the Sewer Facilities Percentage, and (ii) subtracting from the
product so obtained all amounts previously transferred from the
Sewer Generation Charges Fund to the Sinking Fund and the Bond
40 Amortization Account therein.
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"State" shall mean the State of Florida.
"Subordinate Bonds" shall mean any obligations issued or
incurred by the City and payable from the Pledged Revenues
subject and subordinate to the rights of the Registered Owners of
any Bonds issued pursuant to this Ordinance as to security for
payment from such Pledged Revenues and in all other respects, in
accordance with the provisions of this Ordinance.
"System" shall mean, collectively, all of the water and
sewer systems now owned, operated and maintained by the City,
including the Atlantic Beach System, the Buccaneer System, the
Oak Harbor System and the City's undivided ownership interest in
the Duval Beaches Regional Sewer Utility or any other regional
system, together with any and all improvements, extensions and
additions thereto hereafter constructed or acquired, together
with all lands or interest therein, including plants, buildings,
machinery, franchises, pipes, mains, fixtures, equipment and all
property, real or personal, tangible or intangible, now or
hereafter owned or used in connection therewith.
"Term Bonds" shall mean the Current Interest Paying or
Compounding Interest Bonds of a series, all of which shall be
stated to mature on one date and which shall be subject to
retirement by operation of the Bond Amortization Account in the
Sinking Fund herein established.
"United States Obligations" shall mean any bonds or
other obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the
United States of America.
"Variable Rate Bonds" shall mean Bonds, the interest
rate on which is subject to adjustment at such times and in such
manner as shall be determined by the Commission prior to the sale
thereof.
SECTION 1.03. FINDINGS. It is hereby ascertained,
determined and declared that:
A. The City has previously issued the Refunded Bonds,
of which $4,339,100 aggregate principal amount is outstanding as
of the date of enactment of this Ordinance.
B. The City deems it necessary and in its best interest
to provide for the refunding of the Refunded Bonds, through the
issuance of the Series 1990 Bonds herein authorized. The
refunding program herein described will be advantageous to the
City by revising certain covenants contained in the proceedings
which authorized the Refunded Bonds and permitting the City's
systems revenue streams to be combined for debt servicing
purposes.
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C. The funds needed for the refunding as above
described shall be derived from the sale of the Series 1990 Bonds
herein authorized, and, if necessary, other legally available
funds of the City. An amount which, together with the income on
the investment thereof, will be sufficient to effect the
refunding of the Refunded Bonds, will be deposited in an
irrevocable escrow account established for the holders of such
Refunded Bonds and invested in United States Obligations. The
principal amounts of such United States Obligations, together
with the interest earnings thereon, plus any amounts held in
cash, will be sufficient to make timely payments of all presently
outstanding principal, interest and redemption premium, if any,
to be paid from such escrow account in respect to such Refunded
Bonds, and all costs associated with the acquisition and
subsequent management of such United States Obligations.
D. The Pledged Revenues are not now pledged or
encumbered in any manner except to the payment of the Refunded
Bonds to the extent set forth in the resolutions or ordinances of
the Commission authorizing the issuance of the Refunded Bonds.
The pledge of the Pledged Revenues for the benefit of the holders
of such bonds will be defeased on or prior to the issuance of the
Bonds.
E. The principal of and interest on the Bonds and all
required sinking fund, reserve and other payments shall be
payable solely from the Pledged Revenues as herein provided.
Neither the City nor the State of Florida or any political
subdivision thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of and interest on the Bonds or to make any of the
required sinking fund, reserve or other payments required by this
Ordinance or the Bonds; and such 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 Revenues.
G. The estimated Pledged Revenues 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 required
sinking fund, reserve or other payments required by this
Ordinance.
SECTION 1.04. ORDINANCE CONSTITUTES CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall be the Registered Owners of
the same from time to time, this Ordinance shall be deemed to be
and shall constitute a contract between the City and such
Registered Owners, 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 Registered Owners of any and all
00 such Bonds, all of which shall be of equal rank and without
is
. preference, priority, or distinction of any of
other thereof, except as expressly provided
Additionally this Ordinance shall be deemed to
contract between the City and any Credit
providing a Credit Facility with respect to the
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the Bonds over any
therein or herein.
be and shall be a
Facility Issuer
Bonds.
ARTICLE II
AUTHORIZATION OF REFUNDING;
DESCRIPTION, DETAILS AND FORM OF BOND
SECTION 2.01. AUTHORIZATION OF REFUNDING. The
Refunding is hereby specifically authorized.
SECTION 2.02. AUTHORIZATION OF BONDS. Subject and
pursuant to the provisions of this Ordinance, obligations of the
City, to be known as "Water and Sewer Refunding Revenue Bonds,
Series 1990", are hereby authorized to be issued in an aggregate
principal amount on original issuance not to exceed Five Million
Dollars ($5,000,000), for the purpose of financing Refunding
Costs.
SECTION 2.03. DESCRIPTION OF BONDS. The Series 1990
Bonds shall be numbered; shall be in the denomination or Maturity
Amount of $5,000 each or integral multiples thereof; shall be
dated as of the date of their delivery or such other date prior
to the date of their delivery; shall bear interest at not
exceeding the maximum rate allowed by law; payable on such dates;
shall mature on the first day of such month, in such years, not
to exceed thirty (30) years from the date thereof, and in such
amounts; and shall be issued as Current Interest Paying Bonds,
Compounding Interest Bonds, variable Rate Bonds, Serial Bonds,
Term Bonds, or any combination thereof; all the foregoing as
shall be determined by subsequent resolution of the Commission
adopted at or prior to the time of sale of the Series 1990 Bonds.
The Bonds may be issued all at one time or in
installments from time to time. Different installments and
series of the Bonds may have such characteristics as shall be
provided herein and by subsequent ordinance or resolution of the
Commission and shall bear a designation to distinguish such
series or installment from other series or installments of the
Bonds.
The Bonds shall be issued in fully registered form;
shall be payable with respect to principal or maturity amount at
the office of the Bond Registrar, as paying agent, or such other
paying agent as shall be subsequently determined by the
Commission; shall be payable in lawful money of the United States
of America; and shall bear interest from their date, or from the
most recent date to which interest has been paid, payable, in the
case of Current Interest Paying Bonds, by check or draft mailed
to the Registered Owner at his address as it appears upon the
books of the Bond Registrar as of 5:00 p.m. Eastern Time on the
Record Date, provided that, for any Registered Owner of one
million dollars of more in principal amount of Bonds, such
payment shall, upon the written request and at the expense of
such Registered Owner, be by wire transfer or other medium
• acceptable to the City and to such Registered Owner.
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SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be
executed in the name of the City by the Mayor and the City
Manager of the City, attested by the City Clerk, and approved as
to form, sufficiency and correctness by the City Attorney, and
its corporate seal of facsimile thereof shall be affixed thereto
or reproduced thereon. The signatures of the Mayor, City Manager
and City Clerk and City Attorney may be manual or facsimile
signatures imprinted or reproduced thereon.
There shall be a Certificate of Authentication of the
Bond Registrar on the Bonds, and no Bond shall be valid or
obligatory for any purpose or be entitled to any security or
benefit under the provisions of this Ordinance unless such
certificate shall have been duly executed on such Bond. The
authorized signature for the Bond Registrar shall be either
manual or in facsimile, provided, however, that at least one of
the above signatures, including that of the authorized signature
for the Bond Registrar, appearing on the Bonds shall be a manual
signature.
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
of the City 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 or sealed such Bonds had not ceased to hold
. such office. 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 in the City, although at
the date of such Bonds such person may not have held such office
or may not have been so authorized.
•
SECTION 2.05. NEGOTIABILITY AND REGISTRATION. The
Bonds shall be and have all the qualities and incidents of
negotiable instruments under the Uniform Commercial Code -
Investment Securities Laws of the State of Florida, and each
successive Registered Owner, in accepting any of said Bonds shall
be conclusively deemed to have agreed that the Bonds shall be and
have all of the qualities and incidents of such negotiable
instruments.
There shall be a Bond Registrar, who may also be the
paying agent for the Bonds, which shall be a bank or trust
company located within or without the State of Florida. The Bond
Registrar shall be responsible for maintaining the books for the
registration of the transfer and exchange of the Bonds. The City
and the Bond Registrar may treat the Registered Owner of any Bond
as the absolute owner thereof for all purposes, whether or not
such Bond shall be overdue, and shall not be bound by any notice
to the contrary.
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All Bonds presented for transfer, exchange, redemption
or payment (if so required by the City or the Bond Registrar)
shall be accompanied by a written instrument or instruments of
transfer or authorization for exchange, in form and with guaranty
of signature satisfactory to the City or the Bond Registrar, duly
executed by the Registered Owner or by his duly authorized
attorney.
The Bond Registrar may charge the Registered Owner a sum
sufficient to reimburse it for any expenses incurred in making
any exchange or transfer after the first such exchange or
transfer following the initial delivery of the Bonds. The Bond
Registrar or the City may also require payment from the
Registered Owner or his transferee, as the case may be, of a sum
sufficient to cover any tax, fee or other governmental charge
that may be imposed in relation thereto. Such charges and
expenses shall be paid before any such new Bonds shall be
delivered.
. The City and the Bond Registrar shall not be required
(a) to issue, transfer or exchange any Bonds during a period
beginning at the opening of business on the 15th day next
preceding either any Interest Payment Date or any date of
selection of Bonds or parts thereof to be redeemed and ending at
the close of business on the Interest Payment Date or day on
which the applicable notice of redemption is given, or (b) to
transfer or exchange any Bonds selected, called or being called
for redemption in whole or in part.
New Bonds delivered upon any transfer or exchange shall
be valid obligations of the City, evidencing the same debt as the
Bonds surrendered, shall be secured by this Ordinance, and shall
be entitled to all of the security and benefits hereof to the
same extent as the Bonds surrendered.
The City may elect to use a book -entry or immobilization
system for issuance and registration of the Bonds, and the
details of any such system shall be as fixed by subsequent
resolution of the Board adopted prior to the time of issuance of
the Bonds.
Whenever any Bond shall be delivered to the Bond
Registrar for cancellation, upon payment of the principal amount
thereof, or for replacement, transfer or exchange, such Bond
shall be cancelled and destroyed by the Bond Registrar, and
counterparts of a certificate of destruction evidencing such
destruction shall be furnished to the City.
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated or be destroyed,
stolen or lost, the Bond Registrar may in its discretion issue
and deliver a new Bond, of like tenor as the Bond, so mutilated,
destroyed, stolen or lost, either in exchange and substitution
for such mutilated Bond upon surrender and cancellation of such
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mutilated Bond or in lieu of and substitution for the Bond
destroyed, stolen or lost, upon the Registered Owner's furnishing
the Bond Registrar proof of his ownership thereof, furnishing
satisfactory indemnity in favor of both the City and the Bond
Registrar, complying with such other reasonable regulations and
conditions as the Bond Registrar and City may prescribe, and
paying such expenses as the City may incur. All Bonds so
surrendered shall be cancelled. If any such Bond shall have been
matured or be about to mature, instead of issuing a substitute
Bond, the Bond Registrar may pay the same, upon compliance with
the foregoing conditions and requirements.
Any such duplicate Bonds issued pursuant to this section
shall constitute original, additional contractual obligations on
the part of the City, whether or not any lost, stolen or
destroyed Bonds are found and shall be entitled to equal and
proportionate benefits and rights with all other Bonds issued
hereunder as to lien on and source and security for payment from
the Pledged Revenues.
SECTION 2.07. TEMPORARY BONDS. Until Bonds in
definitive form of any series are ready for delivery, the City
may execute, and upon its request in writing, the Bond Registrar
shall authenticate and deliver in lieu of any thereof, and
subject to the same provisions, limitations and conditions, one
49 or more printed, lithographed or typewritten Bonds in temporary
form, substantially of the tenor of the Bonds hereinbefore
described and with appropriate omissions, variations and
insertions. The Bonds in temporary form will be in such
principal amounts as the City shall determine.
Until exchanged for Bonds in definitive form, such Bonds
in temporary form shall be entitled to the lien and benefit of
this Ordinance. The City shall, without unreasonable delay,
prepare, execute and deliver to the Bond Registrar and thereupon,
upon the presentation and surrender of the Bonds in temporary
form to the Bond Registrar the Bond Registrar shall authenticate
and deliver, in exchange therefor, a Bonds of the same maturity,
in definitive form in the authorized denominations, and for the
same aggregate principal amount, as the Bonds in temporary form
surrendered. The expense of such exchange shall be paid by the
City and there shall be made no charge therefor to any Registered
Owner.
SECTION 2.08. BOND ANTICIPATION NOTES. In anticipation
of the delivery of the Bonds of any series and receipt of the
proceeds thereof, the City may issue Bond Anticipation Notes, in
the aggregate principal amount or original issuance not to exceed
the aggregate principal amount of such Bonds authorized. Any
Bond Anticipation Notes shall be considered to be Subordinate
Bonds for the purposes of, and shall be entitled to the benefits
and protections of this Ordinance, junior and subordinate to the
20
. rights of the Registered Owners of any outstanding
Bonds. Provisions regarding the form of such Bond Anticipation
Notes and the security for any Bond Anticipation Notes shall be
set forth in a separate resolution of the Commission adopted at
or prior to the time of sale of such Bond Anticipation Notes.
SECTION 2.09. PROVISIONS FOR REDEMPTION. The Bonds may
be redeemable, by operation of the Bond Amortization Account or
at the option of the City, as provided by subsequent resolution
of the Commission adopted prior to the delivery of the
Bonds. Interest shall cease to accrue on any Bonds duly called
for prior redemption on the redemption date, if payment thereof
has been duly provided.
Not more than sixty (60) days or less than thirty
(30) days prior to the redemption date, notice of such redemption
(i) shall be published in a financial journal published in the
Borough of Manhattan, City and State of New York, (ii) shall be
filed with the Bond Registrar, and (iii) shall be mailed, postage
prepaid, to all Registered Owners of Bonds to be redeemed at
their addresses as they appear on the registration books
hereinabove provided for. Such notice shall be dated and shall
state (a) the redemption date, (b) the redemption price, (c) the
identification and respective principal amount of Bonds to be
redeemed, if less than all Bonds are to be redeemed, (d) the
place where the Bonds are to be surrendered for payment of the
redemption price and (e) that on the redemption date the
redemption price will become due and payable under any Bond or
portion thereof called for redemption and (II) interest on each
such Bond shall cease to accrue from and after such date.
In addition to the foregoing notice, further notice
shall be given as set out below, but no defect in any such notice
nor any failure to give all or any portion of any notice shall in
any manner defeat the effectiveness of a call for redemption with
respect to an Owner as to which notice is given as prescribed
above.
Each further notice of redemption given hereunder
shall contain the information required above for an official
notice of redemption plus: (i) the date of original execution and
delivery of the Bonds; (ii) the rate of interest borne by each
Bond being redeemed; (iii) the maturity date of each Bond being
redeemed; and (iv) any other descriptive information needed to
identify accurately the Bonds being redeemed.
Each further notice of redemption shall be sent at
least 30 days before the redemption date by registered or
certified mail or overnight delivery service (at the expense of
the addressee) to all registered securities depositories then in
the business of holding substantial amounts of obligations of
types such as the Bonds (such depositories now being The
• Depository Trust Company of New York, New York, Midwest
21
•
•
Securities Trust Company of Chicago, Illinois, and Philadelphia
Depository Trust Company of Philadelphia, Pennsylvania) and to
one or more national information services that disseminate
notices of redemption of obligations such as the Bonds (such as
Financial Information, Inc.'s Financial Daily Called Bond
Service, Interactive Data Corporation's Bond Service, Kenny
Information Service's Called Bond Service and Standard & Poor's
Called Bond Record).
SECTION 2.10. FORM OF BONDS. The text of the Bonds
shall be in substantially the form of Exhibit A hereto, with such
omissions, insertions, and variations as may be necessary and
desirable, and as may be authorized or permitted by this
Ordinance or by subsequent resolution adopted prior to the
issuance thereof.
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ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATION OR
INDEBTEDNESS OF CITY. Neither the Bonds nor the interest thereon
shall be or constitute a general indebtedness of the City as
"bonds" within the meaning of any constitutional, statutory,
charter or code provision or limitation, but shall be special
obligations of the City, the principal of, premium, if any, and
interest on which are payable solely from the Pledged Revenues as
herein provided. No Registered Owner or Owners of any Bonds
issued hereunder shall ever have the right to require or compel
the exercise of the ad valorem taxing power of the City, the
State of Florida or any political subdivision thereof, or
taxation in any form of any property of or in the City, the State
of Florida or any political subdivision thereof, to pay the Bonds
or the interest thereon.
SECTION 3.02. BONDS SECURED BY PLEDGED REVENUES. The
payment of the principal of, premium, if any, and interest on all
of the Bonds issued hereunder shall be secured forthwith equally
and ratably with the other Bonds by a first lien upon and pledge
of the Pledged Revenues. The Pledged Revenues, in an amount
sufficient both to pay the principal of and interest on the Bonds
herein authorized and to make the payments into the Reserve
Account and Sinking Fund and all other payments provided for in
this Ordinance are hereby irrevocably pledged in the manner
stated herein to the payment of the principal of, premium, if
any, and interest on the Bonds herein authorized as the same
become due; provided that said pledge and lien may be released
and extinguished by defeasance as provided in Section 6.04
hereof.
SECTION 3.03 CREATION OF FUNDS AND ACCOUNTS. There are
hereby created and established the following funds and
accounts: the Water and Sewer Refunding Revenue Bonds Revenue
Fund, hereinafter referred to as the "Revenue Fund"; the Water
and Sewer Refunding Revenue Bonds Sinking Fund, hereinafter
called the "Sinking Fund", together with the subaccounts therein
to be known as the "Bond Amortization Account" (together with any
subaccounts therein), the "Reserve Account" and the "Redemption
Account"; the Water and Sewer Refunding Revenue Bonds Operation
and Maintenance Fund, hereinafter referred to as the "Operation
and Maintenance Fund"; the water and Sewer Refunding Revenue
Bonds Renewal, Replacement and Improvement Fund, hereinafter
referred to as the "Renewal, Replacement and Improvement Fund";
the System Capital Facilities Charges Fund, hereinafter referred
to as the "Capital Facilities Charges Fund," together with a
separate account therein for the Atlantic Beach System, the
Buccaneer System and the Oak Harbor System, as well as separate
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subaccounts therein to segregate water and sewer Capital
Facilities Charges; and the Sewer Facilities Sewer Generation
��
Charges Fund, hereinafter referred to as the Sewer Generation
Charges Fund.
A. SEGREGATION OF FUNDS. ' The Funds and Accounts
created and established above and any other special funds and
accounts created and established by this Ordinance shall
constitute trust funds for the purposes provided herein for such
Funds and Accounts, and shall be kept separate and distinct on
the books of the City from all other funds of the City and used
only for the purposes and in the manner herein provided. All
such Funds and Accounts shall be continuously secured in the same
manner as municipal deposits are authorized to be secured by the
laws of the State of Florida.
B. MAINTENANCE OF FUNDS AND ACCOUNTS. The cash
required to be accounted for in each of the Funds and Accounts
established herein may be deposited in a single bank account,
provided that adequate governmental accounting records are
maintained to reflect and control the restricted allocation of
the cash on deposit therein for the various purposes of such
Funds and Account. The designation and establishment of the
various Funds and Accounts in and by this Ordinance shall not be
construed to require the establishment of any completely
independent, self -balancing funds, as such term is commonly
defined and used in governmental accounting practices, but rather
is intended solely to constitute an earmarking of Revenues and
certain assets of the System for certain purposes and to
establish certain priorities for application of such Revenues and
assets as herein provided.
SECTION 3.04. APPLICATION OF PLEDGED REVENUES. For as
long as any of the principal of and interest on any of the Bonds
shall be outstanding and unpaid or until (a) there shall have
been set apart in the Sinking Fund, herein established, including
the Reserve Account and Bond Amortization Account, a sum
sufficient to pay when due the entire principal of the Bonds
remaining unpaid, together with the premium, if any, with respect
thereto, and the interest accrued or to accrue thereon, or (b)
provision for payment of the Bonds shall have been made in
accordance with the terms of Section 6.04 of this Ordinance and
the Bonds shall have been defeased, the City covenants with the
Registered Owners of any and all Bonds as follows:
A. REVENUE FUND. Revenues shall be deposited as
received in the Revenue Fund and shall be disposed of on or
before the 25th day of each month, commencing in the month
immediately following the delivery of the Bonds, only in the
following manner and in the following order of priority.
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B. OPERATION AND MAINTENANCE FUND. Revenues shall
. first be deposited into the Operation and Maintenance Fund in
such sum as is necessary for the Cost of Operation and
Maintenance for the next ensuing month as determined by the City
Manager of the City, or his designee.
C. SINKING FUND. Revenues shall next be applied and
allocated to the Sinking Fund in such sums as will be sufficient
to pay one sixth (1/6th) of all interest becoming due on the
Current Interest Paying Bonds on the next semiannual interest
payment date therefor, plus the amount of any prior deficiencies
(if Bonds with a variable rate of interest are outstanding, the
City shall deposit in lieu of the one sixth (1/6th) interest
deposit described above, the interest actually accruing on such
Bonds for such month, assuming the interest rate thereon on the
first day of such month will continue through the end of such
month, plus any deficiencies in interest deposits for the
preceding month); 1/6th or 1/12th, as the case may be, of all
principal maturing on the Current Interest Paying Serial Bonds on
the next maturity date, plus the amount of any prior
deficiencies; and 1/6th or 1/12, as the case may be, of the
Maturity Amount next becoming due on any Serial Capital
Appreciation Bonds whether by reason of maturity or earlier
redemption thereof, plus the amount of any prior deficiencies;
and an amount sufficient to pay the fees and charges of the Bond
Registrar and paying agent. In the event the first interest
payment date or first principal maturity date shall occur either
more or less than 6 months or 12 months, as the case may be,
after the delivery of any of the Bonds, then the payments
required above shall be adjusted accordingly to provide for the
payment of such principal and interest.
Credit shall be allowed against the required deposit
amounts due as prescribed in this paragraph C and the immediately
succeeding paragraph D for the payment of principal of, interest
on and Amortization Installment of the Bonds to the extent of any
other funds on deposit and available for such purpose in the
applicable account of the Sinking Fund, including amounts of
Sewer Generation Charges and Capital Facilities Charges as may
have been pledged for such payment, capitalized interest and any
investment income, which amounts shall have been transferred into
the Sinking Fund or account therein and available for such
purposes.
D. BOND AMORTIZATION ACCOUNT. On a parity with the
deposits required by the preceding paragraph, Revenues shall
simultaneously be applied and allocated to the Bond Amortization
Account, to the extent required, in such sums as will be equal to
1/12th of the Amortization Installment required to be made on the
next annual payment date for Term Bonds, plus the amount of any
prior deficiencies. Such allocations shall be credited to a
separate special account for each series of Term Bonds
•
25
�.cn i.mm �cnn� lase
outstanding, and if there shall be more than one stated maturity
for Term Bonds of a series, then into a separate special account
in the Bond Amortization Account for each such separate maturity
of Term Bonds.
Upon the sale of any Term Bonds, the City shall, by
resolution of the Commission, establish the amounts and
maturities of such Amortization Installments, and if there shall
be more than one maturity of Term Bonds, the Amortization
Installments for the Term Bonds of each maturity.
Money held for the credit of the Bond Amortization
Account shall be applied to the redemption or open market
purchase (at not exceeding the price of par and accrued interest)
of Term Bonds in accordance with the mandatory redemption
provisions and/or the schedule of Amortization Installments for
such Term Bonds. Amortization Installments for any Term Bonds
shall be reduced on a reasonably proportionate basis to the
extent that such Term Bonds are purchased in the open
market. The City shall pay from the Sinking Fund all expenses in
connection with such purchase or redemption.
E. RESERVE ACCOUNT. Revenues shall next be applied by
the City to maintain in the Reserve Account a sum equal to the
Reserve Account Requirement. Such sum shall initially be
deposited therein either (1) from the proceeds of sale of the
Bonds, (2) from the money in the reserve accounts for any of the
41 Refunded Bonds or (3) from a combination of the foregoing. Any
withdrawals from the Reserve Account shall be restored within 12
months by depositing therein an amount equal to 1/12th of such
withdrawal. No further payments shall be required to be made
into the Reserve Account when there has been deposited therein
and as long as there shall remain on deposit therein a sum equal
to the Reserve Account Requirement.
with respect to all funds and accounts except the
Reserve Account, valuation shall occur annually. Authorized
Investments in the Reserve Account shall be valued semiannually,
except in the event of a withdrawal from the Reserve Account,
whereupon they shall be valued immediately after such withdrawal
and monthly thereafter until the Reserve Account is at its
required level. If amounts on deposit in the Reserve Account
shall be less than the applicable requirement, the Credit
Facility Issuer, if any, shall be notified immediately of such
deficiency, and such deficiency shall be made up over a period of
not more than four months, in four (4) substantially equal
payments in the event such deficiency results from a decrease in
the market value of the Authorized Investments on deposit in the
Reserve Account.
Notwithstanding the foregoing, the City shall not be
required to fully capitalize the Reserve Account on the date of
issuance of the Series 1990 Bonds from proceeds of the sale of
40 the Series 1990 Bonds, or from money in the reserve accounts for
C�
any of the Refunded Bonds, if it provides on the date of issuance
of the Series 1990 Bonds, in form and substance acceptable to the
Credit Facility Issuer (if applicable) (1) a Reserve Account
Credit Facility issued by a reputable and recognized municipal
bond insurer whose insurance policies generally result in insured
issues being rated in the highest rating category by either S&P
or Moody's, or (2) a letter of credit issued by any bank or
national banking association insured by FDIC whose own debt
securities are rated "AA" or the equivalent or better by either
of the above rating agencies, in an amount equal to the
difference between the Reserve Account Requirement and the amount
otherwise deposited therein.
At any time after the issuance of any Bonds, the City
may, in its discretion, withdraw the amount of money on deposit
in the Reserve Account and substitute in its place, a Reserve
Account Credit Facility in form and substance acceptable to the
Credit Facility Issuer or, if there is no Credit Facility, which
otherwise meets the requirements for Reserve Account Credit
Facilities set forth in the immediately preceding paragraph, in
the face amount of such withdrawal, and deposit the surplus money
so withdrawn into a construction fund which may hereafter be
created by subsequent ordinance or resolution authorizing
Additional Parity Bonds or into the Sinking Fund.
Any repayments from Revenues for amounts drawn and/or
received from a Reserve Account Credit Facility shall be made in
the order of priority and otherwise pursuant to this Section
3.04.
Money in the Reserve Account shall be used only for the
purpose of the payment of maturing Amortization Installments or
principal of or interest on the Bonds when the other money
allocated to the Sinking Fund (other than the Reserve Account) is
insufficient therefor, and for no other purpose. However, if and
whenever the money applied and allocated to the Reserve Account
exceeds the Reserve Account Requirement on all then
outstanding Bonds, such excess shall be withdrawn and deposited
into the Sinking Fund.
F. COMPLETION OF FUNDING REQUIREMENT. The City shall
not be required to make any further applications or allocations
to the Sinking Fund (including the Bond Amortization Account and
the Reserve Account therein) as long as the aggregate sums
applied and allocated thereto are and remain at least equal to
the sum of all of the annual Debt Service Requirements then due
and becoming due in all ensuing years for the Bonds then
outstanding, plus the amount of redemption premiums, if any, then
due and thereafter to become due on the Bonds then outstanding by
operation of the Bond Amortization Account.
27
G. RENEWAL, REPLACEMENT AND IMPROVEMENT FUND. Revenues
shall next be applied and allocated to the Renewal, Replacement
and Improvement Fund in an amount sufficient to provide an annual
aggregate deposit therein equal to five percent (5%) of Gross
Revenues.The money in the Renewal, Replacement and Improvement
Fund shall be used only for the purpose of paying the cost of
extensions, enlargements or additions to, or the replacement of
capital assets of the System or for unusual or extraordinary
repairs thereto, except that the money in such Fund shall first
be used to supplement the Reserve Account whenever necessary to
prevent a default in the payment of principal, Amortization
Installments and interest on the Bonds, and to restore any
deficiency in the Reserve Account. Notwithstanding the
foregoing, the City shall not be required to make any deposit to
the Renewal, Replacement and Improvement fund if at such time the
amount then on deposit in the Renewal, Replacement and
Improvement Fund shall be at least $500,000.
H. BALANCE OF REVENUES. Thereafter the balance of any
Revenues remaining after the above required payments (including
deficiencies for prior payments) have been made may be used by
the City for any lawful purpose.
I. OPERATION OF CAPITAL FACILITIES CHARGES FUND;
ADDITIONAL PLEDGE OF CAPITAL FACILITIES CHARGES. All Capital
Facilities Charges shall immediately upon receipt thereof be
deposited into the appropriate subaccounts in the Capital
Facilities Charges Fund and shall be used only for the purpose of
paying the cost of acquiring or constructing Expansion Facilities
or Capital Facilities Charges Debt Service Components, if
applicable.
The payment of the principal of, premium, if any, and
interest on any series of Bonds may additionally be secured by a
pledge of and lien upon applicable Capital Facilities Charges
collected by the City to the extent permitted by applicable law.
If such Capital Facilities Charges shall be approved and the
pledge thereof to pay any series or installment of Bonds provided
for by the City, the City covenants to collect and deposit the
Annual Capital Facilities Charges Debt Service Requirement and
related earnings into the Sinking Fund established for any series
of Bonds to which such Capital Facilities Charges Debt Service
Component is pledged, but in no event shall such transfers in the
aggregate exceed the applicable Capital Facilities Charges Debt
Service Component.
J. OPERATION OF SEWER GENERATION CHARGES FUND;
ADDITIONAL PLEDGE OF SEWER GENERATION CHARGES. All Sewer
Generation Charges shall immediately upon receipt thereof be
deposited into the appropriate subaccounts in the Sewer
Generation Charges Fund and shall be used only for the purpose of
paying the cost of acquiring or constructing Sewer Facilities or
40 Sewer Generation Charges Debt Service Components, if applicable.
28
.......1 1 1-7 I. A A
The payment of the principal of, premium, if any, and
interest on any series of Bonds may additionally be secured by a
pledge of and lien upon applicable Sewer Generation Charges
collected by the City to the extent permitted by applicable law.
If such Sewer Generation Charges shall be approved and the pledge
thereof to pay any series of Bonds provided for by the City, the
City covenants to collect and deposit the Annual Sewer Generation
Charges Debt Service Requirement and related earnings into the
Sinking Fund established for any series of Bonds to which such
Sewer Generation Charges Debt Service Component is pledged, but
in no event shall such transfers in the aggregate exceed the
applicable Sewer Generation Charges Debt Service Component.
K. INVESTMENT OF MONEYS AND DISPOSITION OF INVESTMENT
INCOME. Revenues on deposit in the Revenue Fund, the Operation
and Maintenance Fund, the Sinking Fund (excluding the Reserve
Account therein), the Renewal, Replacement and Improvement Fund,
the Sewer Generation Charges Fund, the Capital Facilities Charges
Fund and the Construction Fund may be invested and reinvested
only in Authorized Investments maturing not later than the date
on which the money therein will be needed. The Revenues in the
Reserve Account may be invested and reinvested in Authorized
Investments, provided such investments mature not later than five
years from the date of purchase. Any and all income received by
the City from such investments of Revenues in the above Funds and
Accounts (excluding the Reserve Account and the Construction
Fund) shall be deposited into the Sinking Fund. Income received
from the investment of money on deposit in the Reserve Account
shall remain in the Reserve Account unless it is fully funded, in
which case such income shall be deposited into the Sinking Fund
on the next business day following the receipt thereof. Income
received from the investment of money on deposit in the
Construction Fund shall remain on deposit therein pending
completion of the Project, and thereafter shall be deposited into
the Sinking Fund. Income received from the investment of money
on deposit in the Sewer Generation Charges Fund and the Capital
Facilities Charges Fund shall be retained in said funds until
applied for the purposes of such funds. All investments of money
on deposit from time to time in the Funds and Accounts created
and established by this Resolution, including the United States
Obligations specified in Section 6.06 below, shall be valued at
the cost thereof.
SECTION 3.05 UNCLAIMED MONEY. Notwithstanding any
provisions of this Ordinance, any money held by the paying agent
for the payment of the principal or redemption price of, or
interest on, any Bonds and remaining unclaimed for 1 year after
the principal of all of the Bonds has become due and payable
(whether at maturity or upon call for redemption), if such money
were so held at such date, or 1 year 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
•
29
1
t
provisions of this Ordinance, 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 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 provisions relating to the
repayment to the City of the money held for the payment thereof.
7-A IIMT I Knn9 /Esd
30
ARTICLE IV
. APPLICATION OF BOND PROCEEDS;
REDEMPTION OF OUTSTANDING BONDS
SECTION 4.01. APPLICATION OF BOND PROCEEDS. All moneys
received from the sale of any or all of the Series 1990 Bonds
originally authorized and issued pursuant to this Ordinance,
shall be disbursed as follows:
(A) Accrued interest received upon the delivery of
the Series 1990 Bonds shall be deposited into the Sinking Fund
and applied to the interest coming due on the Series 1990 Bonds
on the first Interest Payment Date.
(B) A sum which, together with other legally
available funds of the City (including a Credit Facility) shall
be deposited in the Reserve Account, in an amount equal to the
Reserve Account Requirement for the Series 1990 Bonds.
(C) To the extent not paid or reimbursed therefor
by the original purchaser of the Series 1990 Bonds, the City
shall pay all costs and expenses in connection with the
preparation, issuance and sale of the Bonds, including bond
insurance and bond reserve insurance, if applicable.
(D) A sum specified in the Escrow Deposit
Agreement which, together with the other funds described in the
Escrow Deposit Agreement to be deposited in escrow, and together
with the investment income thereon, will be sufficient to pay the
principal of, interest and redemption premiums, if any, as
applicable, on the Refunded Bonds as the same shall become due or
may be redeemed, shall be deposited into the Escrow Account
established by the Escrow Deposit Agreement in the respective
amounts sufficient for such purposes.
Simultaneously with the delivery of the principal amount
of Series 1990 Bonds necessary to accomplish the refunding
program specified in this Ordinance, the City shall enter into
the Escrow Deposit Agreement which shall provide for the deposit
of sums into the Escrow Account established therein, and for the
investment of such money in appropriate United States Obligations
so as to produce sufficient funds to make all of the payments
described in the first paragraph of this Section 4.01D. At the
time of execution of the Escrow Deposit Agreement, the City shall
furnish to the escrow holder named therein appropriate
documentation to demonstrate that the sums being deposited and
the investments to be made will be sufficient for such purposes.
(E) All such proceeds disbursed in accordance with
this Section 4.01 shall be and constitute trust funds for such
purposes and, to the extent not required to be rebated to the
40 United States Treasury, there is hereby created a lien in favor
31
—n /RMT i cnn-5 isae
•
•
•
of the Owners of the Series 1990 Bonds upon such money until so
applied. Once money is deposited in Escrow Agreement 1990
Bondholder's have no lien on it.
SECTION 4.02. REDEMPTION
shall call for prior redemption
Bonds, if any, specified in
Commission adopted at or prior to
1990 Bonds.
OF REFUNDED BONDS. The City
the portions of the Refunded
subsequent resolution of the
the time of sale of the Series
32
ARTICLE V
COVENANTS OF THE CITY
REMEDIES
SECTION 5.01. COVENANTS OF THE CITY. So long as any of
the principal of, premium, if any, or interest on any of the
Bonds shall be outstanding and unpaid, or until there shall have
been set apart in the Sinking Fund and the accounts therein, a
sum sufficient to pay, when due, or to redeem prior to maturity,
the entire principal of the Bond remaining unpaid, together with
interest accrued and to accrue thereon, the City covenants with
the Registered Owners of any and all of the Bond issued pursuant
to this Ordinance as follows:
(A) RATE COVENANT. The City will fix, establish
and maintain such rates and collect such fees, rentals, or other
charges for the services and facilities of the System, and will
revise the same from time to time whenever necessary, so as to
provide (i) Revenues in each Fiscal Year, equal to one hundred
percent (100%) of (a) the Operating Expenses of the System for
such year, (b) the required deposits into the Reserve Account,
the Renewal, Replacement and Improvement Fund, in such year, and
(c) the Debt Service Requirement on the Bonds in such year; and
(ii) Net Revenues in each Fiscal Year equal to one hundred ten
percent (110%) of the Debt Service Requirement on the Bonds in
such year.
(B) OPERATION AND MAINTENANCE. The City will
maintain the System and all parts thereof in good condition, and
will operate the same in an efficient and economical manner,
making such expenditures for equipment and for renewal, repair
and replacement as may be proper for the economical operation and
maintenance thereof and, subject to the provisions of this
Ordinance, will continuously operate the System as a revenue
producing enterprise of the City until all of the Bonds and the
interest thereon, are finally paid and retired, or until the
Bonds have been defeased in accordance with the provisions
hereof.
(C) INSPECTION AND REPORT. The City will cause
the Facilities of the System to be inspected by the Independent
Consultants in accordance with prudent water and wastewater
system utility practice.
(D) INSURANCE. The City will carry such insurance
as is ordinarily carried by private corporations owning and
operating Facilities similar to the System with a reputable
insurance carrier or carriers, including liability insurance, for
which the City may be a self -insurer, and insurance against loss
or damage by fire, explosion, hurricane, earthquake, cyclone,
occupancy or other hazards and risks, and said property loss or
• damage insurance shall at all times be in an amount or amounts
33
equal to the fair appraisal value of the buildings, properties,
furniture, fixtures and equipment of the System. In time of war,
the City shall also carry in said amount such insurance as may be
available against loss or damage by the risks and hazards of war.
(E) BOOKS AND RECORDS. ' The City will keep books
and records of the System, which shall be separate and apart from
all other books, records and accounts of the City, and in which
complete and correct entries shall be made in accordance with
standard principles of governmental accounting of all
transactions relating to the System; any Registered Owner of
Bonds issued pursuant to this Ordinance shall have the right at
all reasonable times to inspect the System and all parts thereof,
and all records, accounts and data of the City relating thereto.
The City shall, within 180 days after the close of
each Fiscal Year, cause the books, records and accounts of the
System for such preceding Fiscal Year to be properly audited by
the Independent Certified Public Accountants, and shall file with
the City such report which shall cover in reasonable detail the
operation of the System and the insurance carried with respect
thereto. The City shall mail upon written request, and make
available generally, said report, or a reasonable summary
thereof, to any Registered Owner of Bonds issued pursuant to this
Ordinance.
(F) SALE OF THE SYSTEM. The System may be sold,
mortgaged, leased or otherwise disposed of only as a whole or
substantially as a whole, and only if the net proceeds to be
realized from such transaction shall be sufficient fully to
retire all of the Bonds and all other obligations outstanding
pursuant to the provisions of this Ordinance which have a lien on
the Pledged Revenues. The proceeds from such sale, mortgage,
lease or other disposition of and shall be used only for the
purpose of paying the principal of and interest on the Bonds and
other obligations outstanding pursuant to the provisions of this
Ordinance as the same shall become due, or the redemption of
callable Bonds, provided, however, that any excess of such
proceeds not needed for such purpose may be used by the City for
any purpose permitted by law.
The foregoing provision not withstanding, the City
shall have and hereby reserves the right to sell, lease or
otherwise dispose of any of the property comprising a part of the
System which may hereafter be determined in the manner provided
herein to be no longer necessary, useful, or profitable in the
operation thereof. Prior to any such sale, lease, or other
disposition of said property the duly authorized officer in
charge of such System shall make a finding in writing determining
that such property comprising a part of said System is no longer
necessary, useful, or profitable in the operation thereof. If the
amount to be received as a result of such sale or other
disposition is in excess of $5,000, such finding shall be
40 approved by resolution of the governing body of the City, and, if
34
the amount to be received 'as a result of such sale or other
disposition is in excess of $25,000, such finding shall be
approved by the Independent Consultant and by resolution of the
governing body of the City. Any proceeds of such sale or other
disposition shall be deposited in the Renewal Replacement and
Improvement Fund created by this Ordinance and used only as
provided herein for moneys on deposit in such fund. Such payment
of such proceeds into said Renewal Replacement and Improvement
Fund shall not reduce the amounts required to be paid into said
fund by other provisions of this Ordinance.
The foregoing provision notwithstanding, the City
shall have and hereby reserves the right to sell, lease, or
transfer operating control of, or otherwise dispose of, the
property comprising the System as a whole to any public board or
body, whether created by the City or created pursuant to the laws
of the State, for the purpose of owning and operating the System,
whether independent of or together with any other utility systems
of the City. Any such transfer shall be expressly made subject
to the rights of the Registered Owners of any Bonds issued
hereunder, and in particular subject to the lien upon the Pledged
Revenues of the Bond.
Additionally, notwithstanding the foregoing provisions,
the City is authorized and empowered to combine and consolidate
any portion of the System and to combine into and consolidate
with the System any other water systems, sewer system, or
ts combined utility, within or without the City, whether acquired or
constructed by the City, and after such combination and
consolidation, such systems shall thereafter be deemed to be part
of the System, to the extent not previously a part of the System
and subject to the provisions of this Ordinance.
(G) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF
REVENUES. The City will not issue any other obligations, except
Additional Parity Bonds hereafter issued under the conditions and
in the manner provided herein, payable from the Pledged Revenues
nor voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or any other charge having
priority to or being on a parity with the lien of the Bonds
issued pursuant to this Ordinance and the interest thereon, upon
any of the Pledged Revenues. Any other obligations issued by the
City, in addition to the Bonds authorized by this Ordinance or
Additional Parity Bonds provided for in Subsection 5.01(H) below,
shall contain an express statement that such obligations are
junior, inferior, and subordinate in all respects to the Bonds
issued pursuant to this Ordinance and any such Additional Parity
Bond as to lien on and source and security for payment from the
Pledged Revenues, and in all other respects.
(H) ISSUANCE OF ADDITIONAL PARITY BONDS. No Additional
Parity Bonds shall be issued after the issuance of any Bonds
• pursuant to this Ordinance, except upon the following terms and
conditions:
tE
Additional Parity Bonds payable from the Pledged
Revenues may be issued by the City (i) for the purposes of
financing the construction and acquisition of additions,
extensions and improvements to the System only if the
requirements of either (1) or (2) below have been met (as
evidenced by the certificate of an Independent Consultant or
Independent Certified Public Accountant).
(1) Adjusted Net Revenues during the Computation Period
(exclusive of Capital Facility Charges and Sewer Generation
Charges) shall have at least equalled the sum of:
(i) one hundred ten percent (110%) of the
Debt Service Requirement for the then current Bond
Year on all Bonds to be Outstanding as of the date
of such issuance; plus
(ii) amounts, if any, required to be deposited
in the Reserve Account during such Computation
Period (less any portion thereof which is to be
deposited from proceeds of Bonds) and any amounts
due to a Reserve Account Credit Facility Issuer
payable in such Computation Period; plus
(iii) amounts required to be deposited in the
Renewal, Replacement and Improvement Account during
tssuch period.
(2) Adjusted Net Revenues for such Computation Period
(inclusive of Capital Facilities Charges and Sewer Generation
Charges) shall have equalled at least the sum of:
(i) one hundred twenty percent (120%) of the
Debt Service Requirement for the then current Bond
Year on all Bonds to be Outstanding as of the date
of such issuance; plus
(ii) amounts, if any, required to be deposited
in the Reserve Account during such Computation
Period (less any portion thereof which is to be
deposited from proceeds of Bonds) and any amounts
due to a Reserve Account Credit Facility Issuer
payable in such Computation Period; plus
(iii) amounts required to be deposited in the
Renewal, Replacement and Improvement Account during
such period.
For purposes of this Section 5.01(H), the term
"Computation Period" shall mean (A) any twelve consecutive months
of the twenty-four months immediately preceding the sale of the
Additional Parity Bonds or (B) the most recent Fiscal Year of the
• City.
36
Completion Bonds may be issued without any financial
tests, provided that such Completion Bonds may be issued only in
a principal amount not greater than fifteen percent (15%) of the
principal amount of Bonds initially issued to fund the applicable
capital Project, or may be issued without regard to the fifteen
percent (15%) limitation upon the approval of the Credit Facility
Issuer and delivery to the City of a certificate of an
Independent Consultant stating that the proceeds of such
Completion Bonds will be sufficient to complete the acquisition,
construction and installation of such Project substantially in
accordance with the plans and specifications therefor in effect
at the time of issuance of the Bonds originally issued for such
Project.
Additional Parity Bonds payable from the Pledged
Revenues may be issued by the City for refunding purposes without
regard to the foregoing tests, provided that (1) the maximum Debt
Service Requirement in any future Bond Year is not increased, and
(2) the final maturity of the Bonds is not extended, as a result
of such refunding.
For purposes of this Subsection 5.01(G), the term
"Adjusted Net Revenues" shall mean the Net Revenues, as set forth
in a written certificate of the Certified Public Accountants, for
the Computation Period specified in the preceding paragraph,
adjusted by the Independent Consultant in the following manner:
(1) In the event the City shall be
constructing or acquiring additions, extensions and improvements
to the System from the proceeds of such Additional Parity Bonds
and shall have established rates, fees and charges to be charged
and collected from the users of such facilities when service is
rendered, such Net Revenues may be adjusted by adding thereto (a)
in the case of acquisition of existing facilities, the actual
amount of Net Revenues which the Independent Consultant certifies
to have been collected from the customers of the existing system
being acquired during the Computation Period, and (b) in the case
of the construction of additions, extensions and improvements to
the System, the amount of Net Revenues which the Independent
Consultant estimates would have been received have such
additions, extensions and improvements been completed and in
operation during the Computation Period.
(2) In the event that the City shall have
increased the rates, fees and charges for the services and
facilities of said System during the Computation Period
immediately preceding the date of sale of such Additional Parity
Bonds, or subsequent to the end of the Fiscal Year immediately
preceding the sale of the additional Parity Obligations but prior
to the date of sale of the Additional Parity Bonds, the Net
Revenues may be adjusted by the Independent Consultant by adding
thereto the additional Net Revenues which the Independent
•
37
Consultant estimate would have been received from said System if
such increased fees, rates or other charges had been in effect
for said entire preceding Fiscal Year or Computation Period as
applicable.
No Additional Parity Bonds, shall be issued at any
time, however, unless all of the payments into the respective
funds provided for in this Ordinance on Bonds then outstanding,
and all other Sinking Fund, Reserve Account or other payments
provided for in this Ordinance, shall have been made in full to
the date of issuance of said Additional Parity Bonds, and the
City shall be in substantial compliance with all of the
covenants, agreements and terms of this Ordinance.
(I) NO FREE SERVICE OR PREFERENTIAL RATES. The
City will not render or cause to be rendered any free services of
any nature by the System, or any part thereof, nor will any
preferential rates be established for users of the same class; in
the event the City, or any department, agency, or
instrumentality, or any officer or employee thereof, shall avail
itself of the facilities or services provided by said System, or
any part thereof, the same rates, fees, or charges applicable to
other customers receiving like services under similar
circumstances shall be charged to the City and to any such
department, agency, instrumentality, officer, or employee. Such
charges shall be paid as they accrue, and the City shall transfer
from its general funds sufficient sums to pay such charges. The
Revenues so received shall be deemed to be Revenues derived from
the operation of the System, and shall be deposited and accounted
for in the same manner as other Revenues derived from the
operation of the System; provided, however, that this paragraph
shall not require the City to have the same rates for users of
the services and facilities of the System residing or located
within different areas of the City, and the City may have
different rates for users of the services and facilities of the
System located outside the boundaries of the City, as long as
such rates comply with this paragraph, insofar as they relate to
the users within any particular area or areas located without the
City.
(J) ENFORCEMENT OF COLLECTIONS. The City will
diligently enforce and collect all fees, rentals, or other
charges for the services and facilities of the System and all
parts thereof. The Commission will establish written policies
regarding the enforcement of collections of such fees, rentals,
and other charges and take all steps, actions and proceedings for
the enforcement or collection of such fees, rentals or other
charges to the full extent permitted or authorized by law,
consistent with such reasonable policy.
The City will, to the full extent permitted by law
and consistent with such reasonable policy, shut off and
• discontinue the supplying of the services and facilities of the
System for the nonpayment of fees, rentals, or other charges for
W
r�
such services, and will not restore said services until all
delinquent charges, together with interest and reasonable
penalties, have been paid in full.
(K) USE OF SYSTEM. The City will, to the full
extent permitted by law, require all persons, lands, buildings,
and structures located within the service area of the System or
which can use the facilities and services of the System to
connect with and use the facilities and services of the System
and will cease all other means and methods for the supply of
water and the collection, purification, treatment and disposal of
sewage and waste matter.
(L) NO COMPETING FACILITIES. The City, to the
extent permitted by law, will not grant any franchise, license,
or permit, or cause or voluntarily agree to the granting of any
franchise, license, or permit, for the construction or operation
of any facilities which will be competitive with the services and
facilities of the System; provided, however, that this subsection
shall not affect the vested rights of any persons, firms, or
corporations now owning or operating such facilities.
Notwithstanding any other provisions of this
Ordinance to the contrary, the City shall be authorized to
construct or acquire non -competing systems providing products and
services similar to those provided by the System in areas of the
City geographically distinct from those of the System, and none
of the revenues derived from such non -competing systems shall be
deemed to be Revenues of the System pursuant to this Ordinance;
provided, however, that if the City shall furnish products and
services from the System to any non -competing systems, which the
City is hereby authorized to do, at rates comparable to the rates
charged to other customers served by the System, the cost of
products and services so supplied shall be deemed to be an
operating expense of such other non -competing systems and an
amount of the revenues derived from said other non -competing
systems, which shall not be less than the cost of such products
and services shall be transferred from the revenues of said non -
competing systems and deposited in the Revenue Fund created
herein, and shall be deemed to be Revenues derived from the
operation of the System as fully and to the same extent as other
Revenues derived from the operation of the System.
(M) TAX COMPLIANCE. The City will take all
actions and do all things necessary or desirable in order to
maintain the exclusion from gross income for federal income tax
purposes of interest on the Bonds, to the same extent as such
existed on the date of issuance thereof, under the provisions of
the Code.
39
SECTION 5.02. REMEDIES. Any Registered Owner of Bonds
issued under the provisions of this Ordinance, or any trustee
acting for such Registered Owners 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, either
under the laws of the State of Florida or granted and contained
in this Ordinance and may enforce and compel the performance of
all duties required by this Ordinance or by any applicable
statutes to be performed either by the City or by any officer
thereof, including the fixing, charging, and collecting of rates,
fees or other charges for the services and facilities of the
System.
In the event that (i) default shall be made in the
payment of the interest on or the principal of any of the Bonds
issued pursuant to this Ordinance as the same become due, or in
the making of the payments into the Sinking Fund or the Reserve
Account or any other payments required to be made by this
Ordinance; or (ii) the City or any officer, agent, or employee
thereof shall fail or refuse to comply with provisions of this
Ordinance, or shall default in any covenant made herein, and any
such default shall continue for a period of thirty (30) days
after the giving of notice thereof to the City; the Registered
Owners of not less than twenty-five percent (25%) in aggregate
principal amount of Bonds outstanding, or any trustee appointed
to represent Registered Owners as hereinafter provided, shall be
entitled as of right to the appointment of a receiver of the
System in an appropriate judicial proceeding in a court of
competent jurisdiction, whether or not such Registered Owners or
trustee is also seeking or shall have sought to enforce any other
right or exercise any other remedy in connection with Bonds
issued pursuant to this Ordinance.
The receiver so appointed shall forthwith, directly or
by his agents and attorneys, enter into and upon and take
possession of the System, and each and every part thereof, and
shall hold, operate and maintain, manage and control such System,
and each and every part thereof, and in the name of the City
shall exercise all the rights and powers of the City with respect
to the System as the City itself might do. Such receiver shall
collect and receive all Revenues and maintain and operate such
System in the manner provided in this Ordinance, and comply,
under the jurisdiction of the court appointing such receiver,
with all of the provisions of this Ordinance.
whenever all principal that is due upon Bonds issued
pursuant to this Ordinance, together with interest thereon, and
all payments required under any covenants of this Ordinance for
reserve, sinking funds, or other funds, and all principal upon
any other obligations, together with interest thereon, having a
charge, lien or encumbrance upon the Pledged Revenues, shall have
been paid and made good, and all defaults under the provisions of
40 this Ordinance shall have been cured and made good, possession of
40
the System shall be surrendered to the City upon the entry of an
order of the court to that effect. Upon any subsequent default,
any Registered Owner of Bonds issued pursuant to this Ordinance,
or any trustee appointed for Registered Owners as hereinafter
provided, shall have the right to secure the further appointment
of a receiver upon any such subsequent default.
Such receiver shall, in the performance of the powers
hereinabove conferred upon him, be under the direction and
supervision of the court making such appointment, shall at all
times be subject to the orders and decrees of such court and may
be removed thereby and a successor receiver appointed in the
discretion of such court. Nothing herein contained shall limit
or restrict the jurisdiction of such court to enter such other
and further orders and decrees as such court may deem necessary
or appropriate for the exercise by the receiver of any function
not specifically set forth herein.
Any receiver appointed as provided herein shall hold and
operate such System in the name of the City and the Registered
Owners of Bonds issued pursuant to this Ordinance. Such receiver
shall have no power to sell, assign, mortgage, or otherwise
dispose of any assets of any kind or character belonging or
pertaining to such System, but the authority of such receiver
shall be limited to the possession, operation, and maintenance of
the System for the sole purpose of the protection of both the
City and said Registered Owners.
The Registered Owners of Bonds in an aggregate principal
amount of not less than twenty-five per centum (25%) of Bonds
issued under this Ordinance then outstanding may, by a duly
executed certificate in writing, appoint a trustee for Registered
Owners of Bonds issued pursuant to this Ordinance with authority
to represent such Registered Owners in any legal proceedings for
the enforcement and protection of the rights of such Registered
Owners. Such certificate shall be executed by such Registered
Owners or their duly authorized attorneys or representatives, and
shall be filed in the office of the City Clerk and with the
Mayor.
41
•
ARTICLE VI
V
MISCELLANEOUS PROVISIONS
SECTION 6.01. SALE OF 1990 BONDS. The Series 1990
Bonds shall be issued and sold at public sale, private placement,
or negotiated sale at one time or in installments from time to
time and at such price or prices consistent with the provisions
of the Act and the requirements of this Ordinance.
SECTION 6.02. NOTICES TO CREDIT FACILITY
ISSUER. whenever a Credit Facility Issuer shall be providing a
Credit Facility with respect to any Bonds issued hereunder, such
Credit Facility Issuer shall be entitled to receive and shall be
provided by certified mail all notices and reports which are
required herein to be prepared and to be sent or made available
to Registered Owners of such Bonds.
SECTION 6.03. DEFEASANCE. Notwithstanding the
foregoing provisions of this Ordinance, if, at any time, the City
shall have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect
to any Bonds, then, and in that event, the pledge of and lien on
the Pledged Revenues in favor of the Registered Owners of such
Bonds shall be no longer in effect. For purposes of the
preceding sentence, deposit of United States Obligations in
irrevocable trust with a banking institution or trust company,
for the sole benefit of the Registered Owners of such Bonds, in
respect to which such United States Obligations, the principal
and interest received will be sufficient to make timely payment
of the principal, interest, and redemption premiums, if any, on
such outstanding Bonds designated to be defeased, shall be
considered "provision for payment". Nothing herein shall be
deemed to require the City to call any of the outstanding Bonds
for redemption prior to maturity pursuant to any applicable
optional redemption provisions, or to impair the discretion of
the City in determining whether to exercise any such option for
early redemption.
SECTION 6.04. NO RECOURSE. No recourse shall be had
for the payment of the principal of, premium, if any, and
interest on the Bonds, or for any claim based thereon or on this
Ordinance, against any present or former member or officer of the
Commission or any person executing the Bonds.
SECTION 6.05. MODIFICATION OR AMENDMENT. No material
modification or amendment of this Ordinance or of any ordinance
or resolution amendatory hereof or supplemental hereto, may be
made without the consent in writing of the Registered Owners of
fifty-one percent (51%) or more in principal amount of the Bonds
42
then outstanding, provided, however, that no modification or
amendment shall permit a change in the maturity of such Bonds, a
reduction in the rate of interest thereon, or a reduction in the
amount of the principal obligation represented thereby; nor shall
any modification or amendment either affect the unconditional
promise of the City to pay the principal of and interest on the
Bonds, as the same shall become due, from the Pledged Revenues,
or reduce the percentage of Registered Owners of Bonds above
required to consent to such material modifications or amendments,
without the consent of the Registered Owners of all such Bonds;
provided further, however, that no such modification or amendment
shall allow or permit any acceleration of the payment of
principal of or interest on the Bonds upon any default in the
payment thereof whether or not the Registered Owners of the Bonds
consent thereto.
The City, from time to time and at any time and without
the consent or concurrence of any Registered Owners of any Bonds,
may adopt a resolution amendatory hereof or supplemental hereto,
if the provisions of such supplemental resolution shall not
adversely affect the rights of the Registered Owners of the Bonds
then outstanding, for any one or more of the following purposes:
(1) to make any changes or corrections in this
Ordinance which the City shall have been advised by counsel are
required for the purpose of curing or correcting any ambiguity or
defect or inconsistent provision or omission or mistake or
manifest error contained herein, or to insert in this Ordinance
such provisions clarifying matters or questions arising hereunder
as are necessary or desirable;
(2) to add additional covenants and agreements of
the City for the purpose of further securing the payment of the
Bonds;
(3) to surrender any right, power or privilege
reserved to or conferred upon the City by the terms hereof;
(4) to confirm by further assurance any lien,
pledge or charge created or to be created by the provisions
hereof;
(5) to grant to or confer upon the Registered
Owners any additional right, remedies, powers, authority or
security that lawfully may be granted to or conferred upon them;
(6) to assure compliance with the Code;
(7) to provide such changes which, in the opinion
of the City, based upon such certificates and opinions of the
Independent Consultant , Independent Certified Public Accountant,
Bond Counsel, Financial Advisors or other appropriate advisors as
40
43
—4A1ATr.l Ann?/ALA
the City may deem necessary or appropriate, will not materially
. adversely affect the security of the Registered Owners,
including, but not limited to, such changes as may be necessary
in order to adjust the terms hereof so as to facilitate the
issuance of other types of obligations, including, but not
limited to, bonds, notes, certificates, warrants or other
evidences of indebtedness, which are Subordinated Bonds;
0
•
(S) to modify any of the provisions of this
Ordinance in any other respects, provided that such modification
shall not be effective (a) with respect to the Bonds outstanding
at the time such amendatory or supplemental resolution is
adopted or (b) shall not be effective (i) until the Bonds
outstanding at the time such amendatory or supplemental
resolution is adopted shall cease to be outstanding, or (ii)
until the Reaistered Owners thereof consent thereto.
The foregoing provisions notwithstanding, (1) no
consent of any Registered Owners shall be required with respect
to modification or amendment with respect to Bonds as to which a
Credit Facility is in place and to which modification or
amendment the Credit Facility Issuer has provided its prior
written consent and (2) no modification or amendment shall be
effective with respect to any Bonds as to which a Credit Facility
is effective without the prior written consent to such
modification or amendment of the Credit Facility Issuer.
SECTION 6.06. SEVERABILITY OF INVALID PROVISIONS. If
any one or more of the covenants, agreements or provisions of
this Ordinance should be held to be contrary to any express
provision of law or to be contrary to the policy of express law,
though not expressly prohibited, or to be against public policy,
or should for any reason whatsoever be held invalid, then such
covenants, agreements, or provisions shall be null and void and
shall be deemed separate from the remaining covenants,
agreements, or provisions of, and in no way affect the validity
of, all the other provisions of this Ordinance or of the Bonds.
SECTION 6.07. REPEALING
resolutions of the City, or parts
provisions of this Ordinance are
hereby superseded and repealed.
44
CLAUSE. All ordinances and
thereof, in conflict with the
to the extent of such conflict
SECTION 6.08. EFFECTIVE DATE. This Ordinance shall
take effect in the manner provided by law.
PASSED on First Reading November 26, 1990.
PASSED on Second Reading , 1990.
Approved as to form, sufficiency and
correctness:
City Attorney
ATTEST:
City Clerk
•
IA&A /ATTA Ann?/LAd
45
Mayor/Presiding Officer
•
No.
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF ATLANTIC BEACH, FLORIDA
WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1990
[FORM OF FIRST PARAGRAPH OF CURRENT INTEREST PAYING BOND]
RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that City of Atlantic
Beach, Florida (the "City"), for value received, hereby promises
to pay to the Registered Owner designated above, or registered
assigns, solely from the special funds hereinafter mentioned, on
the Maturity Date specified above, the principal sum shown above,
upon presentation and surrender hereof at the corporate trust
office of as Bond Registrar and Paying
Agent, and to pay solely from such funds, interest thereon from
the date of this Bond or from the most recent Interest Payment
Date to which interest has been paid, whichever is applicable,
until payment of such sum, at the rate per annum set forth above
until payment of the principal sum, such interest to the maturity
hereof being payable on 1, 1991, and thereafter on
1 and 1 o each year by check or draft
mailed to the Registered Owner at his address as it appears, at
5:00 P.M. Eastern Time on the fifteenth day of the month
preceding the applicable interest payment date, on the
registration books of the City kept by the Bond Registrar;
provided, that for any Registered Owner of one million dollars or
more in principal amount of Bonds, such payment shall, at the
written request of such Registered Owner be by wire transfer or
other medium acceptable to the City and to such Registered
Owner. The principal of, premium, if any, and interest on this
Bond are payable in lawful money of the United States of America.
46
•
•
[FORM OF FIRST PARAGRAPH OF COMPOUNDING INTEREST BOND]
DATE OF
RATE OF ORIGINAL
INTEREST MATURITY DATE ISSUE
REGISTERED OWNER:
MATURITY AMOUNT:
PRINCIPAL AMOUNT AT
ISSUANCE PER $5,000
MATURITY AMOUNT
CUSIP
KNOW ALL MEN BY THESE PRESENTS, that City of Atlantic
Beach, Florida (the "City"), for value received, hereby promises
to pay to the Registered Owner designated above, or registered
assigns, solely from the special funds hereinafter mentioned, on
the Maturity Date specified above, the Maturity Amount shown
above, upon presentation and surrender hereof at the corporate
trust office of as Bond Registrar and
Paying Agent; provided, that for any Registered Owner of one
million dollars or more in principal amount of Bonds, such
payment shall, at the written request of such Registered Owner be
by wire transfer or other medium acceptable to the City and to
such Registered Owner. The Maturity Amount and premium, if any,
of this Bond are payable in lawful money of the United States of
America.
This Bond is payable solely from and secured by a first
lien upon and pledge of the all revenues and receipts derived
from the operation of the Project [insert additional security, if
any] (hereinafter the "Pledged Revenues") accruing to the City,
as defined and provided in Ordinance No. of the City (the
"Ordinance") hereinafter referred to. This Bond does not
constitute a general obligation or indebtedness of the City as a
"bond" within the meaning of any constitutional, statutory or
charter provision or limitation, and it is expressly agreed by
the Registered Owner of this Bond that such Registered Owner
shall never have the right to require or compel the exercise of
the ad valorem taxing power of the City, or the taxation of any
property of or in the City, for the payment of the principal of
and interest on this Bond or for the making of any sinking fund,
reserve or other payments provided for in said Ordinance.
It is further agreed between the City and the Registered
Owner of this Bond, that this Bond and the obligation evidenced
hereby shall not constitute a lien upon the Project or any part
thereof, or on any other property of or in the City, but shall
constitute a lien only on the Pledged Revenues, in the manner
provided in the Ordinance.
47
•
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND APPEARING ON THE REVERSE SIDE HEREOF AND SUCH FURTHER
PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH
ON THE FACE 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 happened and have been performed in regular and due form and
time as required by the Laws and Constitution of the State of
Florida applicable thereto, and that the issuance of this Bond,
and of the issue of Bonds of which this Bond is one, does not
violate any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Ordinance until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
IN WITNESS WHEREOF, City of Atlantic Beach, Florida has
issued this Bond and has caused the same to be executed by its
Mayor and City Manager, either manually or with their facsimile
signatures, and the corporate seal of said City or a facsimile
thereof to be affixed hereto or imprinted or reproduced hereon
and attested by the manual or facsimile signature of the City
Clerk and approved as to form, sufficiency and correctness by the
City Attorney, all as of the day of
(SEAL)
ATTEST:
City Clerk
Approved as to form, sufficiency
and correctnes
City Attorney
n.cni. �. .tnne/ASA
48
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in
the within -mentioned Ordinance.
Date of Authentication:
CJ
•
As Bond Registrar
By
Authorized Signature
49
11 1 . b
•
•
•
(MATERIAL APPEARING ON REVERSE OF BONDS)
This Bond is one of an authorized issue of Series 1990
Bonds, originally issued in the aggregate principal amount of
$ , of like date, tenor and effect, except as to
number, interest rate, and date of maturity, issued to refund
certain outstanding obligations of the City, under the authority
of and in full compliance with the Constitution and Statutes of
the State of Florida, including particularly Chapter 166, Part
II, and other applicable provisions of law, and an Ordinance duly
enacted by the City Commission of the City on the day
of r , as supplemented (hereinafter collectively
called "Ordinance"), and is subject to all the terms and
conditions of said Ordinance. Capitalized terms used herein
shall have the meaning specified in the Ordinance.
The City has entered into certain covenants with the
Registered Owners of the Bonds of this issue for the terms of
which reference is made to said Ordinance. In particular, the
City has reserved the right to issue additional obligations
payable from and secured by a lien upon and pledge of the Pledged
Revenues on a parity with the Bonds of this issue and series,
upon compliance with certain conditions set forth in the
Ordinance. The City has also reserved the right to defease the
lien of the Bonds of this issue upon the Pledged Revenues upon
making provision for payment of the Bonds as provided in the
Ordinance.
The Bonds maturing in the years to
are not subject to redemption prior to their stated
dates of maturity. The Bonds maturing on ? and thereafter are
redeemable prior to maturity, at the option of the City, in
inverse order of maturity, and by lot within maturity if less
than a full maturity, from any moneys legally available therefor,
at a redemption price, expressed as a percentage of the principal
amount of the Bonds so redeemed, if redeemed during the following
periods:
Redemption Period
(Both dates inclusive) Redemption Price (�)
(INSERT TABLE)
The Bonds maturing in the year are subject to
mandatory redemption prior to maturity by lot at a redemption
price of par plus accrued interest to the date of such redemption
on ? of each year in the years and amounts as follows:
II— I.mr I Itnn.) i.se
Year Amount
(INSERT TABLE)
50
Year Amount
Notice of such redemption shall
in the Ordinance.
be given in the manner provided
This Bond is and has all the qualities and incidents of
a negotiable instrument under the Uniform Commercial Code -
Investment Securities Laws of the State of Florida, and the
Registered Owner and each successive Registered Owner of this
Bond, shall be conclusively deemed by his acceptance hereof to
have agreed that this Bond shall be and have all the qualities
and incidents of negotiable instruments under the laws of the
State of Florida.
STATEMENT OF INSURANCE
[INSERT STATEMENT OF INSURANCE, IF ANY]
The following abbreviations, when used in the
inscription on the face of the within bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
•
UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in
list above.
51
TEN COM -
as tenants in common
TEN ENT -
as tenants by the
entireties
JT ENT -
as joint tenants with
right of
survivorship
and not
as tenants in
common
•
UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in
list above.
51
r�
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transferees to
[PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE],
the within bond and does hereby irrevocably constitute and
appoint
as his agent to transfer the bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
Signature guaranteed:
(Bank, Trust Company or Firm)
(Authorized Officer)
LJ
•
52
NOTICE: The signature to this
assignment must correspond with
the name of the Registered
Owner as it appears upon the
face of the within bond in
every particular, without
alteration or enlargement or
any change whatever.