Ordinance No. 15-96-8vAUTHORIZING ORDINANCE
No. 15-96-8
THE CITY OF ATLANTIC BEACH, FLORIDA
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Dated as of March 11, 1996
relating to
Utilities System Revenue Bonds
Series 1996
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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. INTERPRETATION ................. ... . .. . . . . . . . 13
SECTION 1.04. FINDINGS ......... . . . . . . . .. .... . . . . . . . . . . . . . . 13
SECTION 1.05. ORDINANCE CONSTITUTES A CONTRACT . . .. . . . . . . . . . . 14
SECTION 1.06. ORDINANCE CAPTIONS AND HEADINGS ... . .. . . . . . . . . . 14
ARTICLE II
DESCRIPTION, DETAILS AND FORM OF BONDS
SECTION 2.01. 1996 PROJECT . ....... .. . . .... . . . . .. . .. . . . . . . . .. 15
SECTION 2.02. 1996 BONDS .......... ... .......... . .. .. . .. . . .. 15
SECTION 2.03. DESCRIPTION OF BONDS . .. .. ... .... .... .. . . .. . . . 15
SECTION 2.04. EXECUTION OF BOND .. . .. . . . .. .. .. . . . . . . . .. .. .. 15
SECTION 2.05. NEGOTIABILITY AND REGISTRATION .. .. . . .. . . . . . . . . . 16
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST . . . . . . 17
SECTION 2.07. TEMPORARY BONDS ............. . . ... .. . . . . . . . . 17
SECTION 2.08. BOND ANTICIPATION NOTES ....... . . ... . . . . . . . . . . . 18
SECTION 2.09. PROVISIONS FOR REDEMPTION ... ...... . .. . . . . . . . .. 18
SECTION 2.10. FORM OF BONDS ................ . . ... . . . . . . . . . . 19
TABLE OF CONTENTS
40 (Continued)
Paye
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATION OF CITY .. . . . . . . . . . 19
SECTION 3.02. BONDS SECURED BY PLEDGED REVENUES . .... ... .. . . . 19
SECTION 3.03. APPLICATION OF PLEDGED REVENUES ... . . .. .. . . .. .. 20
(A) CREATION OF FUNDS AND ACCOUNTS .... ... . ..... .. . .. 20
(B) MAINTENANCE OF FUNDS AND ACCOUNTS . .. . .. . . . .. .. . 20
(C) APPLICATION OF GROSS REVENUES ...... . .. . . . . . . . . . . . 21
(D) APPLICATION OF CAPITAL FACILITIES CHARGES . . . . . . . . . . 22
(E) APPLICATION OF SPECIAL ASSESSMENTS ... . .. . . . . . .. . . . 22
(F) USE OF MONEYS ON DEPOSIT IN FUNDS AND ACCOUNTS . .. . 22
(G) RESERVE ACCOUNT ............................... 24
(H) INVESTMENT OF MONEYS IN FUNDS AND ACCOUNTS . . . .. .. 25
(J) UNCLAIMED MONEYS ........... ......... ... ... 26
40 ARTICLE IV
APPLICATION OF 1996 BOND PROCEEDS;
1996 PROJECT ACCOUNT
SECTION 4.01. APPLICATION OF 1996 BOND PROCEEDS . ... . . . . . . . . . .. 26
SECTION 4.02. 1996 PROJECT ACCOUNT .......................... 26
ARTICLE V
COVENANTS OF THE CITY;
REMEDIES
SECTION 5.01. COVENANTS OF THE CITY .... ..... . . ... . .. .. .. . . . 27
(A) RATE COVENANT .................. . ... . . .. . ... . .. 27
(B) OPERATION AND MAINTENANCE ...... . . ... . .. .. . . . . .. 28
(C) INSURANCE ..................................... 29
(D) ANNUAL BUDGET; BOOKS AND RECORDS; AUDIT . . .. .. . . . . 29
(E) SALE OF THE SYSTEM .............. . ... . . . . . . .. . . . 29
(F) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF
REVENUE ...................................... 30
(G) ISSUANCE OF ADDITIONAL PARITY BONDS . . . . . .. . . . . . . . 31
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TABLE OF CONTENTS
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(H) SERVICES RENDERED TO THE CITY; NO PREFERENTIAL
RATES......................................... 34
(I) ENFORCEMENT OF COLLECTIONS ........ .... .... .. ... 35
(J) NO COMPETING FACILITIES; SEPARATE SYSTEMS . .. .... .. . 35
(K) TAX COMPLIANCE ........ ............... .. ... .. .. 35
(L) PAYMENT ...................................... 36
SECTION 5.02. EVENTS OF DEFAULT ............ . . .. . . .. .... . . .. 36
SECTION 5.03. REMEDIES ..................... ... ... ... .... .. 36
SECTION 5.04. CONTINUING DISCLOSURE ......... . .. ... .. .. . .. .. 38
(A) PROVISION OF ANNUAL INFORMATION; AUDITED FINANCIAL
STATEMENTS; AND NOTICES OF EVENTS .... . .. ... .. .. .. 38
(B) ANNUAL INFORMATION ............ . . ... . . . . . . . . . .. 38
(C) SPECIFIED EVENTS ................................ 38
(D) AMENDMENTS ................... . . ... . . . .. . . . . .. 38
(E) REMEDY FOR BREACH ............................. 39
(F) NON -APPROPRIATION ................ .... ... .. .. .. . 39
(G) TERMINATION . ........................... .. .. . .. 39
(H) SEPARATE BOND REPORT NOT REQUIRED . .. ... . .. .. . . . . . 39
EXHIBIT A - BOND FORM
EXHIBIT B - 1996 PROJECT
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ORDINANCE NO. 15-96-8
AN ORDINANCE OF THE CITY OF ATLANTIC BEACH, FLORIDA,
SUPPLEMENTING ORDINANCE NO. 15-95-7 OF THE CITY WHICH
AUTHORIZED THE ISSUANCE OF NOT EXCEEDING $24,500,000
UTILITIES SYSTEM REVENUE BONDS, SERIES 1996; PROVIDING FOR
CERTAIN DEFINITIONS; PROVIDING FOR CERTAIN FISCAL DETAILS
OF SUCH BONDS AND FOR DELEGATION TO THE CITY MANAGER OF
THE AUTHORITY TO FIX THE REMAINING DETAILS WITHIN CERTAIN
PARAMETERS; PROVIDING FOR THE MANNER OF EXECUTION,
REGISTRATION, AND EXCHANGE OF SUCH BONDS; PROVIDING FOR
THE USE AND APPLICATION OF CERTAIN PLEDGED REVENUES;
PROVIDING FOR THE RIGHTS AND REMEDIES OF, AND MAKING
CERTAIN COVENANTS AND AGREEMENTS WITH, THE REGISTERED
OWNERS OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COMMISSION AND ON BEHALF OF THE
PEOPLE 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, the Bond Ordinance (as
herein defined), and other applicable provisions of law (the "Act"), and is supplemental to the
Bond Ordinance.
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. In this Ordinance:
"Act" shall mean Chapter 166, Florida Statutes; the Bond Ordinance; and other
applicable provisions of law.
"Accounting Principles" means generally accepted accounting principles and practices
applicable to governmental entities, including those applicable to governmentally owned and
operated utility systems such as the System.
"Additional Parity Bonds" means any obligations hereafter issued pursuant to the terms
and conditions of the Ordinance and payable from the Pledged Revenues on a parity with the
1996 Bonds, originally issued under this Ordinance.
"Administrative Expenses" means the expenses of the various departments of the City
properly allocable to the System or the Project, as the case may be, under Accounting
Principles.
"Amortization Installment" shall mean, with respect to each maturity of Term Bonds, the
principal amounts (or Compounded Amounts) of such Term Bonds to be retired in consecutive
years by mandatory redemption from the applicable Bond Amortization Account within the
Sinking Fund or, in the year in which such Term Bonds are stated to mature, through payment
at maturity, provided that (i) each such installment shall be deemed to be due on the Interest
Payment Date or Principal Maturity Date of each applicable year as is fixed by resolution or
ordinance of the Commission and (ii) the aggregate of such installments for each maturity shall
equal the aggregate principal amount (or, if applicable, the Compounded Amounts at maturity)
of Term Bonds of such maturity delivered on original issuance.
"Annual Information" has the meaning specified in Section 5.04(B) hereof.
"Authorized Investments" means any obligations, deposit certificates, or other evidences
of indebtedness legal for the investment of funds of the City pursuant to the laws of the State,
subject to such restrictions or limitations thereon as may be imposed by ordinance or resolution
of the City (including any formal investment policy established by the City) or by the terms of
any Credit Facility.
"Banking Institution" means a bank or trust company incorporated and doing business
under the laws of the United States (including laws relating to the District of Columbia) or of
60 any State, a substantial part of the business of which consists of receiving deposits and making
loans and discounts, or of exercising fiduciary powers similar to those permitted to national
banks under authority of the Comptroller of the Currency, and which is subject by law to
supervision and examination by State or Federal authority having supervision over banking
institutions.
"Bond Counsel" shall mean a firm of attorneys which is nationally recognized as being
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 and whose opinions are
generally accepted by purchasers of such obligations, as selected by the City.
"Bond Ordinance" shall mean Ordinance No. 15-95-7, enacted by the City Commission
on November 13, 1995, as supplemented by this Ordinance and as further amended and
supplemented from time to time.
"Bond Registrar" shall mean the Banking Institution 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 the Bonds to the Registered
Owners; provided that such Banking Institution shall have trust powers.
"Bond Year" means the period beginning on the day immediately following each
Principal Maturity Date and ending on the next succeeding Principal Maturity Date or any other
annual period designated by the City.
3248/ATL16.003/R-AUTH-RESOLUTION.6 2 March 12, 1996 2:28pm
"Bonds" shall mean the Series 1996 Bonds and any Additional Parity Bonds issued
40 pursuant to the terms and conditions of the Bond Ordinance.
"Budgeted Renewal and Replacement Amount" means the amount specified in the annual
budget of the City to be necessary to be deposited into the Renewal and Replacement Fund so
that there shall be on deposit in such fund at the beginning of the subsequent Fiscal Year an
amount equal to the Renewal and Replacement Fund Requirement.
"Business Day" means any day of the year on which banks in the city in which the
Paying Agent is located, are not required or authorized by law to remain closed, and on which
the Paying Agent and the New York Stock Exchange, Inc. are open for business.
"Capital Facilities Charges" means any impact fees or charges which are related to
acquiring, constructing, equipping or expanding capacity and Facilities of the System, including,
but not limited to, excess capacity relating to the Facilities of the System not used by then
current consumers, if any, existing at the time of the City's original acquisition of all or any
portion of the System, and which are levied or collected by the City on or from any
governmental body, utility company, real estate developer, or other Person, for the purpose of
reserving capacity in the System, connecting to the System, or paying or reimbursing any capital
cost relating to such acquisition, construction, expansion or equipping of excess and unused
capacity of the System or any expansion thereof, but excluding: (1) amounts received from the
sale of water or reuse water; (2) amounts received for the treatment, acceptance or disposal of
wastewater; (3) meter installation fees and regular connection charges not described above; and
(4) other revenues constituting operating revenues (as any of the foregoing items are more
particularly described by the City with respect to the System); in each case to the extent the
same are lawfully available for the acquisition and construction of Expansion Facilities and for
the payment of Capital Facilities Charges Debt Service Components.
"Capital Facilities Charges Debt Service Component" means, as of any particular date
of calculation, for any Series of Bonds, the dollar amount of Capital Facilities Charges
determined by (1) multiplying the aggregate Debt Service Requirements for such Series by the
applicable Expansion Percentage, and (2) subtracting from the product so obtained all amounts
previously transferred from the Capital Facilities Charges Fund to the applicable Sinking Fund,
including the Bond Amortization Accounts therein, pursuant to the provisions of Section 3.03
hereof.
"City" shall mean the City of Atlantic Beach, Florida, a municipal corporation of the
State.
"Code" shall mean the Internal Revenue Code of 1986, as amended, together with the
valid and applicable regulations and proposed and temporary regulations thereunder, and, if
applicable, under the Internal Revenue Code of 1954, as amended, as the same may be in effect
or amended from time to time, and any successor provisions thereto.
to"Commission" shall mean the City Commission, as the governing body of the City.
3248/ATL16.003/R-AUTH-RESOLUTION.6 3 March 12, 1996 2:28pm
"Completion Bonds" shall mean Additional Parity Bonds issued without compliance with
40 the financial tests set forth in Section 5.01(G) hereof, as more particularly provided in such
section.
"Compounded Amounts" shall mean, with respect to any Compounding Interest Bonds,
the amounts representing principal and interest on such Compounding Interest Bonds from time
to time at and prior to the maturity thereof in accordance with a schedule of such amounts
delivered at the original issuance of such Series of Bonds.
"Compounding Interest Bonds" shall mean Bonds, the interest on which (1) shall be
compounded periodically, (2) shall be payable only at maturity or redemption prior to maturity,
and (3) shall be determined by reference to the Compounded Amounts.
"Consulting Engineers" shall mean such independent, qualified, and recognized consulting
engineers, having a favorable reputation for skill and experience in the planning, construction,
operation and financial feasibility of facilities similar to that of the System, at the time retained
by the City to perform the acts and carry out the duties as herein provided for such Consulting
Engineers.
"Credit Facility" shall mean each policy of municipal bond insurance, an irrevocable
letter of credit, surety bond or other insurance or financial product which guarantees timely
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 each insurance company, bank, or other organization
which has provided a Credit Facility in connection with the issuance of any Series of Bonds or
any particular Bonds within a Series. A Credit Facility Issuer of a Reserve Account Credit
Facility must be an insurance company rated in the highest rating category by any Rating
Agency (and, if applicable, by A.M. Best & Company) having a rating in effect as to such
insurance company.
"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; provided that, for purposes of this
definition 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
3248/ATL16.003/R-AUTH-RESOLUTION.6 4 March 12, 1996 2:28pm
(3) the aggregate amount required to pay the Maturity Amounts due on any
do Compounding Interest Bonds maturing in such Bond Year; provided that for purposes of
this definition, 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.
In calculating the Debt Service Requirement for any period for any Series of Bonds, the City
shall deduct from the amounts calculated in subparagraphs (1) through (3) above: (a) any
capitalized interest deposited into the applicable accounts of the Sinking Fund for such period
from the proceeds of the sale of such Bonds or otherwise and (b) any Investment Earnings
(i) received on moneys on deposit in or transferred to the Sinking Fund and accounts established
therein with respect to such Series and (ii) required by the terms of this Ordinance to be retained
in such Sinking Fund.
"Defeasance Obligations" means:
(1) Federal Securities;
(2) obligations described in Section 103(a) of the Code, provision for the payment of
the principal of, premium, if any, and interest on which shall have been made by the irrevocable
deposit with a Banking Institution (which is a member of the FDIC and which has a combined
capital, surplus and undivided profits of not less than $25,000,000) acting as a trustee or escrow
agent for holders of such obligations, of securities described in clause (1) above, the maturing
principal of and interest on which, when due and payable, will provide sufficient moneys,
without reinvestment, to pay when due the principal of, premium, if any, and interest on such
obligations, and which securities described in clause (1) above are not available to satisfy any
other claim, including any claim of the trustee or escrow agent or of any person claiming
through the trustee or escrow agent or to whom the trustee or escrow agent may be obligated,
including in the event of the insolvency of the trustee or escrow agent or proceedings arising out
of such insolvency and which are rated "AAA" by Moody's and "Aaa" by S&P; and
(3) Such other obligations as shall be permissible for defeasance of any Series or
installment of bonds pursuant to the Credit Facility in effect with respect to such Series or
installment.
"Disclosure Counsel" means a firm of attorneys which is nationally recognized as being
experienced in matters relating to the public offering and sale of obligations of states and their
political subdivisions and the federal and state securities laws applicable thereto, as selected by
the City.
"Expansion Facilities" means additions, extensions and improvements to the System,
together with all lands or interests therein, including plants, buildings, machinery, pipes, mains,
fixtures, equipment, franchises, rights to water, wastewater or reuse water service 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.
3248/ATL16.003/R-AUTH-RESOLUTION.6 5 March 12, 1996 2:28pm
"Expansion Percentage" means, with respect to any Series of Bonds, the fraction equal
to that portion of the total aggregate Debt Service Requirements for such Series that is
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 Series.
"Event of Default" has the meaning set forth in Section 5.02 hereof.
"Facilities" shall mean all of the physical assets of the System, and all parts thereof,
existing at the time of the adoption of this Ordinance, and also any physical assets which may
thereafter be added to the System, or any part thereof, by any additions, replacements,
betterments, extensions, improvements thereto, and property of any kind or nature, real or
personal, tangible or intangible, hereafter constructed or acquired in connection with the System.
"Federal Securities" shall mean direct noncallable obligations of the United States of
America or obligations the timely payment when due of the principal of and interest on which
is fully and unconditionally guaranteed by the United States of America.
"Financial Advisor" means an investment banking or financial advisory firm which is
nationally recognized as being experienced in financial matters related to states and their political
subdivisions, as selected by the City.
"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
4W as the fiscal year for the City.
"Funds and Accounts" means the Revenue Fund, the Sinking Fund, (and accounts
therein), the Renewal and Replacement Fund, the Rate Stabilization Fund, and the Project Fund
all created pursuant to Section 3.03(A) hereof.
"Gross Revenues" means all fees, rentals or other charges or other income received by
the City in connection with the System, or accruing to the City or to any other board or agency
of the City in control of the management and operation of the System, all as calculated in
accordance with Accounting Principles. Gross Revenues include, without limitation, Investment
Earnings on moneys in all funds and accounts herein created or authorized, except the Project
Fund and the Rebate Fund, to the extent that Investment Earnings are required to be deposited
into the Revenue Fund herein created. Gross Revenues do not include Capital Facilities
Charges, Special Assessments, or Investment Earnings on either thereof.
"Independent Certified Public Accountants" 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 relating to the Pledged Revenues and performing such
other functions as are specified in this Ordinance.
"Independent Consultant" shall mean such firm or firms, consisting of or employing,
registered professional engineers, architects, rate consultants, or other professionals having a
favorable reputation 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
3248/ATL16.003/R-AUTH-RESOLUTION.6 6 March 12, 19% 2:28pm
performed by such Independent Consultant by the provisions of this Ordinance or by other
40 official action of the City, and shall include, where applicable, the Consulting Engineers.
"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.
"Investment Earnings" shall mean the interest, dividends, and the net of the capital gains
and losses received from the investment, purchase, and sale of Authorized Investments held in
the various funds and accounts established pursuant to this Ordinance.
"Issuance Expenses" means the fees and costs paid in connection with the authorization,
sale, and issuance of any Series of Bonds. Issuance Expenses include, but are not necessarily
limited to: (1) the fees and expenses of the Financial Advisor, Bond Counsel, Disclosure
Counsel, and the Consulting Engineer related to (a) the preparation of the preliminary and final
Official Statements; (b) preparation of the Bond Ordinance, this Ordinance, and other ordinances
and resolutions supplemental hereto or in connection herewith; (c) preparation of financing
plans; (d) hiring investment bankers; (e) validation of Bonds; and (f) preparation of the
Engineer's Report, if any; (2) the cost of obtaining a rating on such Bonds from a Rating
Agency; (3) the cost of printing and distributing the Official Statement for such Bonds; (4) the
cost of printing and delivery of such Bonds; and (5) the cost of obtaining consents and legal
opinions necessary in connection with the delivery of such Bonds. Issuance Expenses do not
40 include (1) amounts deposited into the Reserve Account; (2) the premium for any Credit Facility;
(3) discount upon the sale of Bonds; or (4) capitalized interest on Bonds.
"Maximum Debt Service Requirement" shall mean, as of any particular date of
calculation, the Debt Service Requirement for the then current or any future Bond Year which
is greatest in dollar amount with respect to the particular Series of Bonds, or all Bonds, as the
case may be.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means the Gross Revenues remaining after deducting only Operating
Expenses. Moneys deposited into the Rate Stabilization Fund (as set forth in
Section 3.03(C)(8) hereof) shall be excluded from Gross Revenues for the purposes of
calculating Net Revenues hereunder for the Fiscal Year in which such transfer into the Rate
Stabilization Fund occurs. Moneys on deposit in the Rate Stabilization Fund may be withdrawn
at any time and redeposited into the Revenue Fund, and such moneys shall be included in Gross
Revenues for the purpose of calculating Net Revenues for the Fiscal Year in which such
redeposit into the Revenue Fund occurs.
"NRMSIR" means a nationally -recognized municipal securities information repository
designated by the SEC for purposes of the Rule.
"Operating Expenses" means the current expenses, paid or accrued, of operation,
maintenance and repair of the System and its Facilities determined in accordance with
3248/ATL16.003/R-AUTH-RESOLUTION.6 7 March 12, 1996 2:28pin
Accounting Principles. Operating Expenses include, without limiting the generality of the
40 foregoing, (i) Administrative Expenses, (ii) insurance premiums, (iii) 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 Accounting Principles, and (iv) the
cost of product and services purchased by the City for resale to 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, amortization or other similar non-cash expenses,
except to the extent expressly provided herein. In determining Operating Expenses, there shall
not be taken into account: (a) any gain or loss resulting from either the extinguishment or
refinancing of any Series of Bonds or other long-term indebtedness; (b) loss from the sale,
exchange or other disposition of capital assets not made in the ordinary course of business; and
(c) any capital expenditures for renewal, replacement, expansion or acquisition of capital assets
(including any deposits or reserves therefor).
"Ordinance" means collectively, the Bond Ordinance, this supplemental ordinance, and
any ordinance amendatory hereof or supplemental hereto.
"Outstanding" shall mean as applied to Bonds, as of any applicable time, all Bonds which
have been authenticated and delivered, or which are being delivered, under this Ordinance,
except:
(1) Bonds cancelled upon surrender, exchange or transfer, or cancelled after
purchase in the open market or because of payment at or redemption prior to maturity;
(2) Bonds, or portions thereof, which are considered no longer Outstanding
pursuant to Section 6.04;
(3) Bonds, or portions thereof, which are deemed paid upon the redemption
or maturity thereof for which moneys sufficient to pay the maturity amount or
redemption price thereof have been deposited into the appropriate accounts of the Sinking
Fund by the City or in lieu of which other Bonds have been issued under Section 2.06
or 2.07 hereof.
For purposes of voting, giving directions and granting consents, Bonds held by the City or by
an agent of the City shall not be deemed Outstanding.
"Person" or words importing persons shall mean firms, associations, partnerships
(including without limitation, general and limited partnerships), joint ventures, societies, estates,
trusts, corporations (including limited liability corporations), public or governmental bodies,
other legal entities and natural persons.
"Pledged Revenues" means (a) the Net Revenues, (b) the Capital Facilities Charges, (c)
the moneys on deposit in the Funds and Accounts, (d) the Investment Earnings, and (e) the
Special Assessments.
"Principal Maturity Date" shall mean, with respect to any series of Bonds, the annual or
other periodic date on which (i) principal matures on the Current Interest Paying Bonds and (ii)
3248/ATL16.003/R-AUTH-RESOLUTION.6 8 March 12, 19% 228pm
Compounded Amounts are payable on Compounding Interest Bonds, as determined by
40 subsequent resolution of the Commission adopted at or prior to the issuance of Bonds, and in
each case including applicable dates on which Amortization Installments are required to be
applied to retire Term Bonds.
"Prohibited Payment" shall mean a payment, or an agreement to pay, to a Person other
than the United States of America, an amount that is otherwise required to be paid to the United
States of America through a transaction or series of transactions that reduces the amount earned
on an investment or deposit or that results in a smaller profit or a larger loss on such investment
or deposit than would have resulted in an arm's length transaction in which yield on Bonds was
not relevant to either party to such investment or deposit.
"Project" shall mean the acquisition and construction of improvements and additions to
the System and the Stormwater System owned by the City.
"Project Certificate" means 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, the estimated cost of the
Expansion Facilities portion of the Project, the Expansion Percentage, and the Capital Facilities
Charges Debt Service Component, as appropriate.
"Project Costs" shall mean the amount required to be expended to construct a Project,
and shall include, but not necessarily be limited to: the acquisition of any lands or interests
therein or any other properties deemed necessary or convenient therefor; engineering,
accounting, and legal fees and expenses; expenses for plans, specifications and surveys; expenses
for estimates of costs and of revenues; Administrative Expenses; the capitalization of interest on
the Bonds authorized hereby for a reasonable period of time after the date of issuance and
delivery thereof; the establishment of reasonable reserves for the payment of debt service on the
Bonds; discount upon the sale of the Bonds; Issuance Expenses; the cost of purchasing any
Credit Facility or Reserve Account Credit Facility with respect to the Bonds; such other
expenses as may be necessary or incidental to the financing of the Project and to the placing of
the same in operation; and reimbursement to the City for any sums expended for the foregoing
purposes. In connection with any particular Series of Bonds, Project Costs shall mean those of
the foregoing costs which are to be paid or financed by proceeds of such Series.
"Project Fund" means the fund authorized, created and established by the City, pursuant
to this Ordinance for the payment of Project Costs together with any accounts therein.
"Rating Agency" shall mean Fitch Investors Service, L.P. ("Fitch"), Moody's Investors
Service, Inc. ("Moody's"), or Standard and Poor's Ratings Services ("S&P") or any thereof and
their successors, if any is then maintaining a rating on any Series of Bonds.
"Record Date" shall mean, for any Series, the fifteenth day of the month prior to an
Interest Payment Date for such Bonds, or such other date as may be specified by subsequent
resolution of the Commission.
3248/ATL16.003/R-AUTI -RESOLUTION.6 9 March 12. 1996 2:28pm
"Redemption Date" shall mean, for any Series, the date specified in a resolution of the
40 Commission on which any Bonds are to be redeemed prior to the maturity thereof, whether at
the option of the City or by operation of the applicable Bond Amortization Account in the
Sinking Fund.
"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.
"Renewal and Replacement Fund Requirement" means an amount, determined as of the
beginning of each Fiscal Year, equal to (a) the lesser of (1) five percent (5%) of the Gross
Revenues received by the City in the immediately preceding Fiscal Year; or (2) $500,000, or
(b) such other amount as shall be certified in writing by the Consulting Engineers as necessary
and desirable to provide immediately available funds to pay capital costs of the System.
"Reserve Account Credit Facility" shall mean a policy of insurance, an irrevocable letter
of credit, surety bond 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 any Series or
installment of the Bonds, and which meets the criteria set forth in Section 3.03(G) hereof and
shall include any agreement between the City and the Credit Facility Issuer with respect to the
repayment of amounts advanced under any Reserve Account Credit Facility.
"Reserve Account Credit Facility Costs" shall mean the amounts the City is required to
pay to the Credit Facility Issuer as a result of a draw under a Reserve Account Credit Facility
or otherwise pursuant to such Reserve Account Credit Facility or any related agreement.
"Reserve Account Credit Facility Coverage" shall mean the amount then available to be
paid to the Paying Agent under the terms of the Reserve Account Credit Facility at any
particular time.
"Reserve Account Requirement" means the lesser of (1) the Maximum Debt Service
Requirement for the Bonds then Outstanding, or (2) the maximum amount allowed as a
reasonably required reserve or replacement fund under Section 148 of the Code.
"Reserve Account Value" shall mean the aggregate of the Reserve Account Credit
Facility Coverage and the value of moneys and Authorized Investments credited to the Reserve
Account. The values of such Authorized Investments are to be calculated as provided in
Section 3.03(G) hereof.
"Rule" means Rule 15c2-12, as amended from time to time, promulgated by the SEC.
"SEC" means the Securities and Exchange Commission.
"Serial Bonds" shall mean any Current Interest Paying or Compounding Interest Bonds
40 for the payment of the principal of which, at the maturity thereof, no fixed mandatory sinking
3248/ATL16.003/R-AUT11-RESOLUTION.6 10 March 12, 1996 2:28pm
fund or bond redemption deposits are required to be made prior to the 12 -month period
immediately preceding the stated date of maturity of such Serial Bonds.
"Series" shall mean series of Bonds.
"Series 1996 Bonds" shall mean the Utilities System Revenue Bonds, Series 1996,
originally issued pursuant to this Ordinance.
"SID" means an information depository designated from time to time by the State.
"Sinking Fund" means the fund authorized, created, and established pursuant to the
provisions of Section 3.03(A) hereof.
"Special Assessments" means all the proceeds derived from special assessments to be
levied against the lands and real estate within the City to be specially benefitted by any Project,
including interest and penalties on such assessments and any moneys received upon the sale of
tax certificates with respect to such lands and real estate and upon the foreclosure of the liens
of such assessments, to the extent that the City has covenanted to deposit the proceeds received
from the levy and collection of such special assessments into the Special Assessment Fund for
the payment of any Series; provided, however, that for purposes of the rate covenant set forth
in Section 5.01(A) and the test for the issuance of Additional Parity Bonds set forth in
Section 5.01(G), Special Assessments shall only include those Special Assessments which are
(1) levied on developed property, (2) collected pursuant to the uniform method pursuant to
Section 197.3632, Florida Statutes, and (3) in the aggregate, according to the final assessment
roll, are not greater than one-tenth (1/10) of the total assessed value of all property against
which such Special Assessments are levied.
"Specified Events" has the meaning set forth in Section 5.04(C) hereof.
"State" means the State of Florida.
"Stormwater System" means the facilities for the collection and drainage of stormwater
now owned, operated and maintained by the City, together with any and all improvements,
extensions and additions thereto, hereafter constructed or acquired, together with all lands or
interests 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.
"Subordinated Bonds" shall mean any obligations issued 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 the combined and consolidated water and sewer system now owned,
operated and maintained by the City, together with any and all improvements, extensions and
40 additions thereto, hereafter constructed or acquired, together with all lands or interests therein,
including plants, buildings, machinery, franchises, pipes, mains, fixtures, equipment, and all
3248/ATL16.003/R-AUTH-RESOLUTION.6 11 March 12, 1996 228pm
property, real or personal, tangible or intangible, now or hereafter owned or used in connection
40 therewith.
"Tax Compliance Certificate" means, with respect to any Series, the certificate executed
by an officer of the City responsible for the issuance of the Series, delivered in connection with
the issuance of such Series, relating to compliance by the City with the requirements of the Code
applicable to such Series, including any investment instructions attached to such certificate.
"Term Bonds" shall mean the Current Interest Paying or Compounding Interest Bonds
all of which shall be stated to mature on one date and which shall be subject to retirement by
operation of the applicable Bond Amortization Account in the Sinking Fund herein established.
"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.
"1996 Bonds" means the Series 1996 Bonds.
1993 Project" means the additions, extensions and improvements to the System previously
authorized to be acquired and constructed with the proceeds of the 1996 Refunded Obligation.
" 1996 Project" means the acquisition and construction of additions, extensions and
improvements to the System and the Stormwater System, as more particularly described in the
40 list on Exhibit B hereto and including the components of the 1993 Project which were not funded
with proceeds of the 1996 Refunded Obligation; provided that the Commission may (a) add items
to or delete items from such list and (b) reallocate sums of money between items on such list.
"1996 Project Account" means the account authorized, created and established by the
City, pursuant to Section 3.03(A) of this Ordinance for the payment of 1996 Project Costs.
"1996 Project Costs" mean the amount required to be expended to acquire and construct
the 1996 Project. Without limiting the generality of the foregoing, 1996 Project Costs include:
the acquisition of any lands or interests therein or any other properties deemed necessary or
convenient therefor; engineering, accounting, and legal fees and expenses; expenses for plans,
specifications and surveys; expenses for estimates of costs and of revenues; the fees of fiscal
agents, financial advisors and consultants; Administrative Expenses; Issuance Expenses; the cost
of establishment of reasonable reserves for the payment of debt service on the 1996 Bonds;
discount upon the sale of the 1996 Bonds; the cost of purchasing any Credit Facility or Reserve
Account Credit Facility with respect to the 1996 Bonds; rebate payments required to be made
to the Department of the Treasury of the United States in connection with the investment of
moneys in the Project Fund; such other expenses as may be necessary or incidental to the
financing authorized by this Ordinance, to the 1996 Project, and to the placing of the same in
operation; and reimbursement to the City for any sums expended for the foregoing purposes.
•
"1996 Refunded Obligation" means the Water and Sewer Revenue Note, dated July 29, 1993, payable to Barnett Bank of Jacksonville, N.A. and to be outstanding at the time of
issuance of the 1996 Bonds to the principal amount of approximately $8,100,000.
3248/ATL16.003/R-AUTH-RESOLUTION.6 12 March 12. 1996 2:28pm
1996 Refunding" means the program for refinancing the 1996 Refunded Obligation
40 through the issuance of the Series 1996 Bonds and the payment of a portion of the proceeds
thereof to Barnett Bank of Jacksonville, N.A.
"1996 Refunding Costs" means but shall not necessarily be limited to: the cost of
payment of the principal of, premium, if specified, and interest on the Refunded Obligation;
expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and
consultants; administrative expenses; interest on the Series 1996 Bonds for a reasonable period
of time after the date of delivery thereof; reasonable reserves for the payment of Debt Service;
discount upon the sale of the Series 1996 Bonds; the cost of purchasing any Credit Facility or
Reserve Account Credit Facility; Issuance Expenses as estimated on Exhibit C attached hereto;
and 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 in anticipation of the issuance of the Series
1996 Bonds.
SECTION 1.03. INTERPRETATION. Any reference herein to the City, to the
Commission or to any member or officer of either, includes entities or officials succeeding to
their respective functions, duties or responsibilities pursuant to or by operation of law or
lawfully performing their functions.
Unless context clearly indicates otherwise, any reference to a section or provision of the
Constitution of the State or the Act, or to a section, provision or chapter of the Laws of Florida
or the United States of America, includes that section, provision or chapter as amended,
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
modification, revision, supplement or superseding section, provision or chapter shall be
applicable solely by reason of this provision, if it constitutes in any way an impairment of (1)
the rights or obligations of the City, its officers and employees, the members of the Commission
of the City, the Registrar, the Paying Agent, the Registered Owners, or any Credit Facility
Issuer; (2) the Bonds; or (3) any other instrument or document entered into in connection with
any of the foregoing.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder"
and similar terms refer to this Ordinance; and the term "hereafter" means after and the term
"heretofore" means before the date of this Ordinance.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined, and declared as
follows:
(A) The City now owns, operates and maintains the System and derives and will
continue to derive revenues from rates, fees, and charges imposed and collected for the services
of the System.
(B) The City has previously enacted the Bond Ordinance which authorized
improvements to the System and the Stormwater System (collectively, the "1996 Project").
3248/ATL16.003/R-AUTH-RESOLUTION.6 13 March 12, 1996 228pm
(C) The City is without adequate, currently available funds to finance the 1996 Project
40 Costs, and it is necessary and desirable and in the best interests of the City that it borrow the
money necessary to fund the Project. The City is authorized pursuant to the provisions of the
Act, to borrow moneys necessary to pay the Project Costs.
•
(D) The City currently has outstanding the 1996 Refunded Obligation in the principal
amount of approximately $8,100,000.
(E) It is necessary and desirable and in the best interests of the City that the City
provide for the payment of the 1996 Refunded Obligation by the issuance of the 1996 Bonds and
the payment of a portion of the proceeds thereof with to Barnett Bank of Jacksonville, N.A. for
the sole purpose of the payment of all of the outstanding principal of and interest on such
Refunded Obligation.
(F) It is in the best interest of the health, safety, and welfare of the City and the
inhabitants thereof that the City pledge the Pledged Revenues to the repayment of the Bonds, and
the Pledged Revenues are not currently pledged and encumbered in any manner other than to
the 1996 Refunded Obligation, the lien of which on the Pledged Revenues will be defeased and
released upon the issuance of the Series 1996 Bonds.
(G) The Pledged Revenues are estimated to be sufficient to pay all principal of and
interest on the Series 1996 Bonds, as the same become due, and to make all required sinking
fund, reserve or other payments required by this Ordinance.
SECTION 1.05. ORDINANCE CONSTITUTES A CONTRACT. In consideration of
the issuance of any Credit Facility or Reserve Account Credit Facility and 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 the Credit Facility Issuer 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 Credit Facility Issuer and the Registered
Owners of any and all such Bonds, all of which shall be of equal rank and without preference,
priority, or distinction of any of the Bonds over any other thereof, except as expressly provided
therein or herein.
SECTION 1.06. ORDINANCE CAPTIONS AND HEADINGS. The captions and
headings in this Ordinance are solely for convenience of reference and in no way define, limit
or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs
or clauses hereof.
3248/ATL 16.003/R -A UTII-RESOLUTION.6 14 March 12. 1996 2:28pm
40 ARTICLE II
DESCRIPTION, DETAILS AND FORM OF BONDS
SECTION 2.01. 1996 PROJECT. The City will promptly commence work on the 1996
Project and will prosecute the 1996 Project to completion with due diligence.
SECTION 2.02. 1996 BONDS. The 1996 Bonds shall be and are hereby designated
"Utility System Revenue Bonds, Series 1996".
SECTION 2.03. DESCRIPTION OF BONDS. The Bonds of each Series shall be
numbered; shall be in such denominations or maturity amounts; 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 forty (40) 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 any such Series of the Bonds, subject of the provisions of Section 5.01(G)
and 6.01 hereof.
The Bonds of each Series may be issued all at one time or in installments from time to
40 time. Different installments and Series of the Bonds may have such characteristics as shall be
provided herein and by subsequent 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 of each Series shall be issued in fully registered form; shall be payable with
respect to principal 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 on each Interest Payment Date 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, and in the case of Compounding Interest Bonds, at maturity upon presentation at the office
of the Bond Registrar; provided that, for any Registered Owner of one million dollars
($1,000,000) or more in principal amount of Bonds, such payment shall, at the written request
and expense of such Registered Owner, be made by wire transfer to a Banking Institution or by
such other medium acceptable to the City and to such Registered Owner.
SECTION 2.04. EXECUTION OF BONDS. The Bonds of each Series shall be executed
in the name of the City by the Mayor or Vice -Mayor, and countersigned and attested by the City
Clerk or Deputy Clerk and the corporate seal of the City or Commission or facsimile thereof
shall be affixed thereto or reproduced thereon. The signatures of the Mayor or Vice -Mayor and
the City Clerk or Deputy Clerk may be manual or facsimile signatures imprinted or reproduced
40 thereon.
3248/ATL16.003/R-AUTH-RESOLUTION.6 15 March 12. 1996 2:28pm
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 Banking Institution. 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.
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
3248/ATLI6.003/R-AUTH-RESOLUTION.6 16 March 12. 1996 2:28pm
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 of any Series, and the details of any such system shall be as fixed by
subsequent ordinance or resolution of the Commission adopted prior to the time of issuance of
such 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 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 Bonds shall have matured or are 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
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 of such Series 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 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.
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
3248/ATL16.003/R-AUTH-RESOLUTION.6 17 March 12, 1996 2:28pm
surrender of the Bonds in temporary form to the Bond Registrar the Bond Registrar shall
authenticate and deliver, in exchange therefor, Bonds of the same Series and 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. Provisions regarding the form of such Bond Anticipation Notes and the
security for any Bond Anticipation Notes shall be set forth in a separate ordinance or 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 applicable 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;
provided that no optional redemption of Bonds may be effected at any time when there are
outstanding, unpaid obligations due and owing to a Credit Facility Issuer pursuant to any Credit
Facility or Reserve Account Credit Facility without the prior written consent of the Credit
Facility Issuer.
Not more than sixty (60) days or less than thirty (30) days prior to the Redemption Date,
notice of such redemption (i) shall be filed with the Bond Registrar, and (ii) shall be mailed by
first class mail, postage prepaid, to all Registered Owners of Bonds to be redeemed at their
addresses as they appear on the registration books hereinabove provided for. Notice of
Redemption of Bonds, other than by operation of the Bond Amortization Account and other than
pursuant to the application of advanced refunding bond proceeds, shall be provided as set forth
herein only from and to the extent that funds sufficient to pay the redemption price and accrued
interest thereon are on deposit in the funds and accounts held by the Paying Agent and available
for such purpose on the date the notice of redemption is mailed. Interest shall cease to accrue
on any Bonds duly called for prior redemption on the Redemption Date, if payment thereof has
been duly provided. Failure of any Registered Owner to receive notice properly provided shall
not affect the validity of any such proceedings for redemption or the cessation of the accrual of
interest on any Bonds called for redemption from and after the Redemption 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 of such Series; (ii) the rate of interest borne by each Bond being redeemed; (iii)
the maturity date and CUSIP number of each Bond being redeemed; and (iv) any other
descriptive information needed to identify accurately the Bonds being redeemed.
0 Each further notice of redemption shall be sent at least thirty (30) days before the
redemption date by registered or certified mail or overnight delivery service (at the expense of
3248/ATLI6.003/R-AUT"-RESOLUTION.6 18 March 12, 1996 2:28pm
the addressee) to the Credit Facility Issuer and 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, New York;
Midwest 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 of 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 ordinance or resolution adopted prior to the issuance thereof.
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATION OF CITY. Neither the
Bonds nor the interest or premium, if any, thereon shall be or constitute general obligations or
indebtedness of the City as "bonds" within the meaning of the Constitution of the State of
Florida, but shall be payable from and secured solely by a lien upon and a pledge of the Pledged
Revenues as herein provided. No Registered Owner or Owners of any Bonds issued hereunder
shall ever have the right to compel the exercise of the ad valorem taxing power of the City or
taxation in any form of any property therein to pay such Bonds or the interest or premium, if
any, thereon or be entitled to payment of such principal, premium, if any, and interest from any
other funds of the City except from the Pledged Revenues in the manner provided herein.
Neither the Bonds nor the interest or premium, if any, thereon shall have or be a lien upon the
System or the Stormwater System, or upon any property of or in the City, other than the
Pledged Revenues in the manner provided herein.
SECTION 3.02. BONDS SECURED BY PLEDGED REVENUES. The payment of
Debt Service on all the Bonds issued hereunder shall be secured forthwith equally and ratably
with the other Bonds solely by a lien upon and pledge of the Pledged Revenues. The Pledged
Revenues, in an amount sufficient both to pay the principal of, premium, if any, 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 such payment; provided that said pledge and lien may be released
and extinguished by defeasance as provided in Section 6.04 hereof. Notwithstanding the
foregoing, no provision hereof is intended to prohibit the payment of Debt Service Requirements
on any Series of Bonds from, or the pledging to such payment of, any lawfully available
40 additional revenues, reserves, security, documents, obligations or sources of funds.
3248/ATL 16.003/R-AUTI I-RESOLUTION.6 19 Ma, h 13, 1996 2:28pm
SECTION 3.03. APPLICATION OF PLEDGED REVENUES. For as long as any of
the principal of, premium, if any, 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 subaccounts therein for each Series of Bonds and the Reserve Account and Bond
Amortization Account and subaccounts therein, a sum sufficient to pay when due the entire
principal amount 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) CREATION OF FUNDS AND ACCOUNTS. There are hereby created and
established the following funds and accounts: the Utilities System Revenue Fund, hereinafter
referred to as the "Revenue Fund"; the Utilities System Capital Facilities Charges Fund,
hereinafter called the "Capital Facilities Charges Fund", together with the "Water System Capital
Facilities Charges Account" and the "Wastewater System Capital Facilities Charges Account"
therein; the Utilities System Special Assessments Fund, hereinafter called the "Special
Assessment Fund"; the Utilities System Revenue Bonds Sinking Fund, hereinafter called the
"Sinking Fund", together with the accounts therein to be known as the "Current Debt Service
Account," the "Bond Amortization Account" (together with any subaccounts therein) and the
"Reserve Account"; the Utilities System Renewal and Replacement Fund, hereinafter called the
"Renewal and Replacement Fund"; the Utilities System Rate Stabilization Fund, hereinafter
called the "Rate Stabilization Fund"; the Utilities System Project Fund, hereinafter called the
"Project Fund" together with an account therein to be known as the "1996 Project Account"; and
the Utilities System Revenue Bonds Rebate Fund, herein referred to as the "Rebate Fund";
provided that separate Sinking Funds, and separate accounts and subaccounts in any of the
foregoing may be established and maintained for different Series or installments of Bonds.
(B) MAINTENANCE OF FUNDS AND ACCOUNTS. 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 or accounts,
as such terms are commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of Pledged Revenues for certain purposes and to establish
certain priorities for application of such Pledged Revenues as provided herein. Cash and
Authorized Investments required to be accounted for in each of the funds and accounts
established by this Ordinance may be deposited in a single account, provided that accounting
records, prepared in accordance with Accounting Principles are maintained to reflect control or
restricted allocation of the moneys therein for the various purposes of such funds and accounts.
Deposits into the accounts for any Series or installment of Bonds shall be on a parity with
the deposits, if any, into the corresponding accounts for each other Series or installment of
Bonds (or, in the case of a deficiency, shall be on a pro rata basis computed with regard to the
aggregate principal amount of Bonds of each Series or installment then Outstanding) unless
specified otherwise; further provided that moneys on deposit in the accounts established for a
particular Series or installment of Bonds may be specified not to be available to be used for
40 payments required to be made from the corresponding accounts for any other Series or
installment of Bonds.
3248/ATL16.003/R-AUTH-RESOLUTION.6 20 March 12, 1996 228pm
(C) APPLICATION OF GROSS REVENUES. All Gross Revenues shall,
immediately upon receipt thereof, be deposited by the City into the Revenue Fund. Moneys on
deposit in the Revenue Fund shall be applied to each month, subject to credits for deposits as
provided hereinbelow, only in the following manner and order of priority; provided, that with
respect to any payment period for any Series of Bonds that is other than annual or semiannual,
the required deposits shall be such as to provide for equal monthly deposits of all amounts
required to meet the annual Debt Service Requirement of such Series:
(1) moneys shall first be used to pay Operating Expenses;
(2) moneys shall next be used for deposit into the Sinking Fund in the
following priority:
(a) into the Current Debt Service Account in such amounts as are
necessary to pay one-sixth (1/6) of the interest becoming due on the Current Interest
Paying Bonds on the next Interest Payment Date;
(b) into the Current Debt Service Account in such amounts as are
necessary to pay one -twelfth (1/12) of the principal maturing on Current Interest Paying
Serial Bonds on the next Principal Maturity Date;
(c) into the Current Debt Service Account on a parity with the
payments provided in subparagraph (b) above, in such amounts as are necessary to pay
one -twelfth (1/12) of the Maturity Amount of any Capital Appreciation Bonds maturing
on the next Principal Maturity Date; and
(d) into the Bond Amortization Account, on a parity with the payments
provided in subparagraphs (b) and (c) above, in such amounts as are necessary to pay
one -twelfth (1/12) of the Amortization Installment for Term Bonds which shall become
due and payable on the next Principal Maturity Date;
(3) moneys shall next be used to cure any deficiency for prior deposits into
the Sinking Fund;
(4) moneys shall next be used to maintain in the Reserve Account a Reserve
Account Value in an amount equal to the Reserve Account Requirement;
(5) moneys shall next be deposited into the Renewal and Replacement Fund
in an amount equal to one twelfth (1/12) of the Budgeted Renewal and Replacement Fund
Amount;
(6) moneys shall next be used to pay Reserve Account Credit Facility Costs;
(7) moneys may next be used to pay debt service on any Subordinated Bonds;
40 (8) moneys may next, in the discretion of the Commission, be deposited into
the Rate Stabilization Fund in such sums as shall be determined by the Commission; and
3248/ATL16.003/R-AUTH-RESOLUTION.6 21 March 12, 1996 2:28pin
•
(9) remaining moneys may be used by the City for any lawful purpose,
including deposits to the Rebate Fund; provided that no moneys may be withdrawn and
used by the City other than for deposits into the Rebate Fund at any time when there are
outstanding, unpaid obligations due and owing to a Credit Facility Issuer pursuant to any
Credit Facility or Reserve Account Credit Facility.
The foregoing provisions notwithstanding, no further deposits shall be required to be
made into the foregoing funds and accounts whenever (1) there shall be on deposit in the Sinking
Fund, including the Reserve Account and the Bond Amortization Accounts therein, an amount
of money and Authorized Investments equal to all principal and interest due on the Bonds to the
final maturity thereof, and (2) all amounts due and owing to any Credit Facility Issuer shall have
been paid.
Credit shall be allowed against the required deposit amounts due as prescribed above for
the payment of principal of and interest and Amortization Installment on Bonds to the extent of
any other funds on deposit and available for such purpose in the applicable accounts of the
Sinking Fund, including, but not limited to, moneys derived from (i) Capital Facilities Charges,
(ii) Special Assessments; (iii) capitalized interest, and (iv) any Investment Earnings transferred
into such fund or account and available for such purposes.
(D) APPLICATION OF CAPITAL FACILITIES CHARGES. All Water System
Capital Facilities Charges shall be deposited upon receipt into the Water System Capital
Facilities Charges Account, and all Wastewater System Capital Facilities Charges shall be
deposited upon receipt into the Wastewater System Capital Facilities Charges Account.
(E) APPLICATION OF SPECIAL ASSESSMENTS. All Special Assessments shall,
immediately upon receipt thereof, be deposited by the City into the Special Assessment Fund.
(F) USE OF MONEYS ON DEPOSIT IN FUNDS AND ACCOUNTS. The moneys
on deposit in the funds and accounts herein established shall be only used in the following
manner and for the following purposes:
(1) REVENUE FUND. Moneys on deposit in the Revenue Fund shall be used
only to make the required payments and deposits as provided in
Section 3.03(C)(1) through (8), inclusive, hereof and, thereafter, may be applied as
provided in Section 3.03(C)(9) hereof, or may be retained in the Revenue Fund.
(2) SINKINGFUND. (a) Current Debt Service Account. Moneysondeposit
in the Current Debt Service Account in the Sinking Fund shall be used only to pay the
principal of (including Maturity Amounts) and interest on the Bonds as the same matures
and becomes due.
32481ATL16.003/R-AUTH-RESOLUTION.6 22 March 12. 1996 2:28pm
(b) Bond Amortization Account. Moneys held for the credit of the
Bond Amortization Account shall be applied to the retirement of Term Bonds of each
Series or installment of Bonds, to the extent of the Amortization Installment, if any, for
such Bond Year for the Term Bonds of each such Series or installment then Outstanding,
and if the amount available in such Bond Year shall not be sufficient therefor, then in
proportion to the Amortization Installment, if any, for such Bond Year for the Term
Bonds of each such Series or installment then Outstanding.
Notwithstanding the provisions of the preceding paragraph, the City may purchase
Term Bonds then Outstanding at the most advantageous price obtainable with reasonable
diligence, such price not to exceed the principal amount of such Term Bonds. No such
purchase shall be made by the City within the period of forty-five (45) days immediately
preceding any Interest Payment Date on which Term Bonds are subject to call for
redemption, except from moneys in excess of the amounts set aside or deposited for the
redemption of Term Bonds on such date.
(c) Reserve Account. Moneys in the Reserve Account shall be used
only for the purpose of the payment of interest on or principal (including Maturity
Amounts and Amortization Installments) of the Bonds when the other moneys allocated
to the Sinking Fund are insufficient therefor, and for no other purpose.
(3) RENEWAL AND REPLACEMENT FUND. The moneys in the Renewal
and Replacement Fund shall be used only for the purpose of paying (a) the cost of
40 extensions, enlargements or additions to, or the renewal or replacement of Facilities of,
the System, including extraordinary repairs and any Project Costs; (b) making emergency
repairs to the Facilities of the System; or (c) the principal of and interest on the Bonds,
when due, if the moneys on deposit in the Sinking Fund and accounts therein are ever
insufficient therefor, provided that any amounts so withdrawn must be restored from
moneys available for use as provided in Section 3.03(C)(9).
(4) RATE STABILIZATION FUND. Moneys on deposit in the Rate
Stabilization Fund may be used only for redeposit into the Revenue Fund. Moneys
redeposited into the Revenue Fund shall be included in Gross Revenues for the purposes
of calculating Net Revenues hereunder for the Fiscal Year in which the redeposit occurs,
except as provided in Section 5.01(G) hereof.
(5) CAPITAL FACILITIES CHARGES FUND. Moneys on deposit in the
Capital Facilities Charges Fund shall be used first for the purpose of supplementing the
Gross Revenues and Investment Earnings to the extent necessary to make the required
deposits into the Sinking Fund and accounts therein when the Gross Revenues and
Investment Earnings are insufficient therefor. Thereafter, Capital Facilities Charges may
be used to pay the cost of Expansion Facilities or for other lawful purposes of the
System.
(6) SPECIAL ASSESSMENT FUND. Moneys on deposit in the Special
Assessment Fund shall be used first for the purpose of supplementing the Pledged
Revenues to the extent necessary to make the required deposits into the Sinking Fund and
3248/ATL16.003/R-AUTII-RESOLUTION.6 23 March 12, 1996 2:28pm
accounts therein when the Pledged Revenues are insufficient therefor. Thereafter,
Special Assessments may be used to pay the cost of Expansion Facilities or for other
lawful purposes of the System.
(7) REBATE FUND. Moneys on deposit in the Rebate Fund may be used
only for the purpose of making any payments required to be made to the Department of
the Treasury of the United States pursuant to the provisions of Sections 103 and 141-148
of the Code. Any excess amount in the Rebate Fund not needed or required to be paid
to the Department of the Treasury of the United States may be withdrawn and applied
for any lawful purpose.
(G) RESERVE ACCOUNT. Upon the issuance of Bonds, cash or Authorized
Investments shall be deposited into the Reserve Account or a Reserve Account Credit Facility
shall be purchased from the proceeds of such Bonds, or from other moneys of the City available
therefor, in order to make the Reserve Account Value at the time of issuance thereof equal to
the Reserve Account Requirement; provided, that the City may establish separate reserve
accounts for different series of Bonds.
Notwithstanding the foregoing, the City at any time may substitute a Reserve Account
Credit Facility for all or any portion of the cash and Authorized Investments on deposit in the
Reserve Account, subject only to such conditions and approvals as may be imposed by the Credit
Facility Issuer providing such Reserve Account Credit Facility or by any Credit Facility Issuer
having a Credit Facility or Reserve Account Credit Facility in effect as to any Bonds.
Cash on deposit in the Reserve Account shall be used (or Authorized Investments
purchased with such cash shall be liquidated and the proceeds applied as required) prior to any
drawing on any Reserve Account Credit Facility. If and to the extent that more than one
Reserve Account Credit Facility is deposited in the Reserve Account, drawings thereunder and
repayments of costs associated therewith shall be made on a pro -rata basis, calculated by
reference to the maximum amounts available thereunder.
The Authorized Investments on deposit in the Reserve Account shall be valued as of the
last day of the Fiscal Year at the lesser of (1) their cost or (2) their fair market value, exclusive
of accrued interest. Any Reserve Account Credit Facilities shall be valued at the amount of the
Reserve Account Credit Facility Coverage. If and whenever the Reserve Account Value
(excluding Investment Earnings to be deposited into the Sinking Fund or Revenue Fund as
hereinafter provided in Section 3.03(H)) exceeds the Reserve Account Requirement on all then
Outstanding Bonds, such excess may be withdrawn and applied, first, to pay any Reserve
Account Credit Facility Costs and thereafter applied and allocated into the Renewal and
Replacement Fund, or, if an amount equal to the Renewal and Replacement Fund Requirement
is then on deposit in the Renewal and Replacement Fund, then into the Revenue Fund.
Deficiencies in the Reserve Account Value resulting from a draw upon the Reserve Account or
a decline in market value of the Authorized Investments therein shall be restored in equal
installments over a period of not more than twelve (12) months from the date of valuation, draw,
or withdrawal; provided that no restoration shall be required due to a decline of less than fifteen
40 percent (15%) in the market value of such Authorized Investments.
3248/ATL16.003/R-AUTH-RESOLUTION.6 24 March 12, 1996 2:28pm
(H) INVESTMENT OF MONEYS IN FUNDS AND ACCOUNTS. All moneys on
deposit in the funds and accounts created hereunder may be invested and reinvested only in
Authorized Investments; provided, however, that such investments shall mature not later than
the respective dates when such moneys will be required for the purposes of such funds and
accounts; and provided that at no time shall any moneys constituting gross proceeds of Bonds
be used in any manner to cause or result in a Prohibited Payment under applicable regulations
pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148
of the Code.
Investment Earnings related to any Capital Facilities Charges shall be held and applied
for the same purposes to which such Capital Facilities Charges are restricted by the terms of this
Ordinance or any ordinance or resolution adopted in connection with the issuance of any
applicable Series or installment of Bonds.
Moneys in the Sinking Fund, other than the Reserve Account therein, may be invested
in Authorized Investments maturing not later than the respective dates that such moneys will be
needed for the payment of interest and principal (including Amortization Installments) on Bonds,
and Investment Earnings thereon shall be deposited into the Revenue Fund.
In the case of the Reserve Account, investments shall mature not later than ten (10) years
from the date of investment, and Investment Earnings thereon shall be retained in such account
to the extent necessary to maintain the Reserve Account Requirement therein, and, otherwise,
40 shall be deposited into the Revenue Fund.
Moneys on deposit in the Renewal and Replacement Fund may be invested in Authorized
Investments maturing not later than the time that such moneys will be needed for the purposes
of such fund, and Investment Earnings thereon shall be retained in such fund to the extent
necessary to maintain the Renewal and Replacement Fund Requirement therein and, otherwise,
shall be deposited into the Revenue Fund.
Moneys on deposit in the Rate Stabilization Fund may be invested in Authorized
Investments maturing not later than the date that such moneys will be needed, and Investment
Earnings thereon shall be deposited into the Revenue Fund upon receipt.
Moneys on deposit in the Rebate Fund may be held uninvested or may be invested in
Authorized Investments. Any Investment Earnings thereon shall be retained in the Rebate Fund
to the extent needed to make required rebate payments and, otherwise, shall be deposited into
the Revenue Fund.
(I) PAYMENT ACCOUNTS. On or prior to each Interest Payment Date when Debt
Service is due on any Bonds, funds for the payment of the Debt Service then due shall be
transferred from the accounts in the Sinking Fund and deposited with the Paying Agent who
shall deposit the same in a payment account upon which Debt Service payment checks shall be
drawn and other payments of Debt Service shall be made. Such payment account shall be
established in the name of the City and moneys in any such payment account may be invested
40 at the direction of the City in Authorized Investments. Such payment account shall be held in
trust solely for the benefit of the persons entitled to receive payment of the Debt Service with
3248/ATL16.003/R-AUTU-RESOLUTION.6 25 March 12. 1996 228pm
respect to which such moneys were deposited, subject however to the provisions of the next
paragraph.
(J) UNCLAIMED MONEYS. Any moneys deposited into the Sinking Fund,
including the Bond Amortization Account(s) therein, for the payment of principal of, premium,
if any, and interest on the Bonds and remaining unclaimed for a period of one (1) year from the
date on which such moneys were due to pay maturing principal of, premium, if any, or interest
on such Bonds may be withdrawn by the City and used for any lawful purpose; provided that
(1) such withdrawal shall not give rise to any claim for additional interest due on such Bonds
on account of payment thereof not having been duly provided for under the terms of this
Ordinance; and (2) such withdrawal shall not affect the right, to the extent existing under the
provisions of this Ordinance or of the laws of the State, of the Registered Owner of such Bonds
to payment of the principal and interest thereon to the Interest Payment Date with respect to
which such moneys were originally deposited.
ARTICLE IV
APPLICATION OF 1996 BOND PROCEEDS;
1996 PROJECT ACCOUNT
SECTION 4.01. APPLICATION OF 1996 BOND PROCEEDS. All moneys received
from the sale of any or all of the 1996 Bonds shall be disbursed as follows:
(A) Accrued and capitalized interest shall be deposited into the Sinking Fund and
applied to the interest coming due on the 1996 Bonds on the applicable Interest Payment Dates.
(B) An amount required to pay all outstanding principal of and interest on the
Refunded Obligation will be paid to Barnett Bank of Jacksonville, N.A., to retire the Refunded
Obligation.
(C) An amount equal to the Reserve Account Requirement shall be deposited into the
Reserve Account; provided that this requirement may be satisfied in whole or in part by the
establishment of a Reserve Account Credit Facility for the purpose of such Reserve Account.
(D) An amount necessary to pay the Issuance Expenses with respect to the 1996 Bonds
will be deposited into a cost of issuance account in the 1996 Project Account or will be paid at
closing from the proceeds of the 1996 Bonds.
(E) The balance of such proceeds of the sale of the 1996 Bonds shall be deposited into
the 1996 Project Account to be used to pay Project Costs.
SECTION 4.02. 1996 PROJECT ACCOUNT. The moneys on deposit in the 1996
Project Account shall be withdrawn, used and applied by the City solely for the payment of 1996
40 Project Costs and purposes incidental thereto. All expenditures or disbursements from the 1996
3248/ATL16.003/R-RUTH-RESOLUTION.6 26 March 12, 1996 2:28pm
toProject Account shall be made only after such expenditures or disbursements shall have been
approved by the City.
All funds on deposit in the 1996 Project Account, which in the opinion of the City, are
not immediately necessary for expenditure, as hereinabove provided, may be invested in
Authorized Investments, maturing at such time or times as such moneys will be needed for the
purposes of the 1996 Project Account. All income derived from such investments shall be
retained in the 1996 Project Account and used to pay 1996 Project Costs, unless otherwise
required by the terms of the tax compliance certificate delivered in connection with the 1996
Bonds.
If, for any reason, the moneys on deposit in the 1996 Project Account, or any part
thereof, are not necessary for or are not applied to the payment of applicable 1996 Project Costs,
then, upon receipt of an opinion of Bond Counsel to the effect that such deposit and application
shall not adversely affect the exclusion from gross income for federal income tax purposes of
interest on the 1996 Bonds, the unapplied proceeds shall be applied and deposited by the City
(1) first, into the Sinking Fund to the extent of any deficiency therein, (2) second, into the
Reserve Account to the extent of any deficiency therein, (3) third into the Renewal and
Replacement Fund, (4) fourth, to pay the cost of any additional Facilities which the City shall
have determined to be useful in connection with the System, and (5) fifth to redeem or purchase
Bonds.
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 amount of the Bonds remaining
unpaid, together with the premium, if any, and the interest accrued and to accrue thereon, and
all amounts due and owing to any Credit Facility Issuer, or until all Bonds have been defeased
in accordance with Section 6.04 hereof, the City covenants with the Registered Owners of any
and all of the Bonds issued pursuant to this Ordinance and with any Credit Facility Issuer 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 Net Revenues in each
Fiscal Year commencing with the Fiscal Year beginning October 1, 1996, equal to the amounts
set forth in either (1) or (2) below.
0 (1) Net Revenues equal to (a) one hundred ten percent (110 %) of the Debt
Service Requirement on the Bonds for such Fiscal Year, and (b) one hundred percent
3248/ATLI6.003/R-AUTH-RESOLUTION.6 27 March 12, 1996 2:28pm
(100%) of the required deposits into (i) the Reserve Account (less any portion thereof to
be deposited from proceeds of Bonds) together with any amounts of Reserve Account
Credit Facility Costs payable in such Fiscal Year, and (ii) the Renewal and Replacement
Fund in such Fiscal Year.
K'
(2) (a) Net Revenues equal to (i) one hundred five percent (105%) of the
Debt Service Requirement on the Bonds for such Fiscal Year, and (ii) one hundred
percent (100%) of the required deposits into (A) the Reserve Account (less any portion
thereof to be deposited from proceeds of Bonds) together with any amounts of Reserve
Account Credit Facility Costs payable in such Fiscal Year, and (B) the Renewal and
Replacement Fund in such Fiscal Year;
AND
(b) Net Revenues, Special Assessments and Capital Facilities Charges
available in such Fiscal Year, equal to (i) one hundred ten percent (I 10 %) of the Debt
Service Requirement on the Bonds for such Fiscal Year, and (ii) one hundred percent
(100%) of the required deposits into (A) the Reserve Account (less any portion thereof
to be deposited from proceeds of Bonds) together with any amounts of Reserve Account
Credit Facility Costs payable in such Fiscal Year, and (B) the Renewal and Replacement
40 Fund in such Fiscal Year.
The City further covenants that, from time to time and as often as shall be necessary,
it will revise rates, fees and charges of the System or the Operating Expenses and methods of
operations of the System as may be necessary so that Net Revenues in each Fiscal Year will,
subject to applicable requirements and restrictions imposed by law, not be less than the amount
required for such Fiscal Year (1) under this Section 5.01(A) and (2) to make all deposits and
payments required by the provisions of Section 3.03(C) hereof. The City further covenants and
agrees that it will annually, within thirty (30) days after adoption of the annual budget, revise
its rates, fees and charges to the extent necessary to cause the estimated Net Revenues during
the Fiscal Year to which such budget pertains to be not less than the amount of Net Revenues
(1) required by this Section 5.01(A) and (2) needed to make the deposits and payments required
by Section 3.03(C) hereof.
(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 of Section 6.04 hereof
and all amounts due and owing to any Credit Facility Issuer shall have been paid. Nothing in
40 this paragraph shall prevent the City from entering into one or more management contracts for
all or a portion of the operation of the System.
3248/ATLI6.0I13/R-AUTN-RESOLUTION.6 28 March 12, 1996 2:28pm
(C) INSURANCE. The City will carry such insurance as is customarily carried by
City governments owning and operating facilities similar to the Facilities of the System with a
reputable insurance carrier or carriers, including liability insurance, for which the City may upon
appropriate authorization by the Commission be a self -insurer on a sound actuarial basis, 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 equal to the full insurable value of the buildings, properties, furniture,
fixtures and equipment of the System. Any such insurance shall be carried for the benefit of the
City and, to the extent herein provided, the Registered Owners and/or Credit Facility Issuer.
(D) ANNUAL BUDGET; BOOKS AND RECORDS; AUDIT. The City shall prepare
and adopt an initial budget in connection with the System and thereafter on or prior to the
beginning of each Fiscal Year, shall prepare and adopt a detailed budget of the estimated
revenues and expenditures for the System during its current or such next succeeding Fiscal Year,
as applicable, and shall provide any Rating Agency and Credit Facility Issuer with a copy
thereof at the earliest practicable date. No expenditure for the System shall be made in any
Fiscal Year in excess of the amount provided therefor in such budget, as revised pursuant to
law.
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 Accounting Principles, of all transactions relating to
the System. Any Rating Agency, Credit Facility Issuer, and 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 one hundred eighty (180) days after the close of each Fiscal Year
(or such other date as shall be specified by law), cause the books, records and accounts of the
City for such preceding Fiscal Year to be properly audited by the Independent Certified Public
Accountants and a report thereon prepared and delivered to the City, and the City shall make
available at City Hall, and shall mail to each Rating Agency and Credit Facility Issuer and, upon
written request, to any Registered Owner of Bonds issued pursuant to this Ordinance, said
report, or a reasonable summary thereof.
(E) SALE OF THE SYSTEM. The following provisions shall govern the disposition
of any Facilities or the System as a whole:
(1) The System may be sold, mortgaged, leased or otherwise disposed of as
a whole or substantially as a whole, 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
the System pursuant to this paragraph (1) shall be used only for the purpose of providing
for the payment of 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 for the redemption of callable Bonds; provided, however, that any excess of such
3248/ATL16.003/R-AUTH-RESOLUTION.6 29 March 12. 1996 2:28pm
proceeds not needed for such purpose may be used by the City for any purpose permitted
to by law.
(2) The foregoing provision notwithstanding, 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 pursuant to this paragraph (2) the duly
authorized officer in charge of the System shall make a finding in writing determining
that such property comprising a part of the System is no longer necessary, useful, or
profitable in the operation thereof. If (a) 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
resolution of the Commission; and, if (b) the amount to be received as a result of such
sale or other disposition is in excess of $250,000, such finding shall be approved by the
Independent Consultant and by resolution of the Commission, and written notice thereof
shall be provided to the Credit Facility Issuer; and if (c) the amount to be received in the
aggregate as a result of all such sales or other dispositions over an 18 -month period is
in excess of $1,000,000, such finding shall additionally be subject to the approval of the
Credit Facility Issuer. Any proceeds of such sale or other disposition shall (1) be
deposited in the Renewal and Replacement Fund created by this Ordinance and used only
as provided herein for moneys on deposit in such fund or (2) shall be used to purchase
or redeem Bonds. Payment of such proceeds into the Renewal and Replacement Fund
shall not reduce the amounts required to be paid into such fund by other provisions of
this Ordinance.
(3) Additionally, notwithstanding the foregoing, the City may sell or otherwise
dispose of a portion of the System or any of the System's operating components if (a) the
City determines that the operating integrity of the System will not be materially adversely
affected and the City will be able to comply with the rate covenant set forth in Section
5.01(A) hereof, (b) such findings are approved by the Independent Consultant, and (c)
such sale or disposal would not, in the opinion of Bond Counsel, affect the exclusion
from gross income of interest on the Bonds.
(4) 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 then Outstanding,
and in particular subject to the lien upon the Pledged Revenues of the Bonds.
(F) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF REVENUES. The
City will not issue any other obligations, and will not voluntarily create or cause to be created,
any debt, lien, pledge, assignment, encumbrance or any other charge, having priority over the
Bonds as to lien upon and security for payment from the Pledged Revenues. The City may issue
Additional Parity Bonds, in the manner and subject to the conditions hereinafter provided,
3248/ATL16.003/R-AUTH-RESOLUTION.6 30 March 12, 1996 2:28pm
payable from and secured by the Pledged Revenues on a parity with the Bonds. Any other
to obligations issued by the City, in addition to the Bonds authorized by this Ordinance or
Additional Parity Bonds provided for in Section 5.01(G) 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 Bonds as to lien on and source
and security for payment from the Pledged Revenues, and in all other respects.
(G) ISSUANCE OF ADDITIONAL PARITY BONDS. No Additional Parity Bonds
shall be issued after the issuance of the 1996 Bonds, except upon the following terms and
conditions:
For purposes of this Section 5.01(G):
(1) the term "Adjusted Net Revenues" shall mean the Net Revenues, certified
by the Independent Certified Public Accountant, giving effect to the following
adjustments, (provided each such adjustment shall be certified by an Independent
Consultant or Independent Certified Public Accountant in a certificate or report which
shall set forth the assumptions upon which it is based and shall state that such
assumptions, in the opinion of the Independent Consultant or Independent Certified
Public Accountant, as the case may be, form a reasonable basis for the conclusions
expressed therein).
(a) If the City, prior to the issuance of the proposed Series of Bonds,
40 as applicable (the "Applicable Bonds"), shall have adopted or put into effect an increase
in the rates, fees, rentals or other charges for the services of the System, then Net
Revenues shall be adjusted to include the additional Net Revenues which would have
been received during the Computation Period if such increased rates, fees, rentals or
other charges had been in effect during all of such period.
(b) If the number of connections as of the first day of the month
preceding the month in which the proposed Applicable Bonds are to be issued exceeds
the average number of such connections during the most recent full Fiscal Year, then the
Net Revenues shall be adjusted to include the Net Revenues which would have been
received during the Computation Period if those additional connections had also been
connected to the System during all of such period.
(c) If the City shall acquire by the issuance of the Applicable Bonds
any privately or publicly owned existing water system, wastewater system or water and
wastewater system, the cost of which shall be paid from all or part of the proceeds of the
issuance of the proposed Applicable Bonds, then the Net Revenues during the
Computation Period shall be increased by adding to the Net Revenues during the
Computation Period the additional Net Revenues (to the extent such amounts were not
reflected in such Net Revenues) which, on the basis of operating data pertaining to the
acquired system during the Computation Periods, would have been derived from such
existing water system, wastewater system, or other utility system as if such existing
40 water system, wastewater system or other utility system had been operated by the City
as a part of the System during the Computation Period.
3248/ATL 16.003/R-AUTH-RESOLUTION.6 31 March 12, 1996 2:28pm
(d) If the City shall have entered into a contract, which contract shall
40 be for a duration of not less than five years, with any public body whereby the City shall
have agreed to furnish services for the collection, treatment or disposal of sewage or
agreed to furnish services in connection with any water system or other utility system,
then the Net Revenues during the Computation Period shall be increased (to the extent
such amounts were not reflected in such Net Revenues) by the minimum amount which
such public body shall guarantee, under a legally enforceable agreement with the City,
to pay in any Fiscal Year for the furnishing of such services by the City, after deducting
from such payment the estimated additional Operating Expenses attributable in such
Fiscal Year to such services.
to
y
(e) The Net Revenues shall be increased (to the extent the following
amounts are not otherwise reflected in Net Revenues) by seventy-five percent (75%) of
the amount of additional Net Revenues which would have been received during the
Computation Period from any existing occupied structures which are to be connected to
the System within the following eighteen (18) months of the issuance of the Applicable
Bonds.
(2) "Computation Period" means either (i) any twelve (12) consecutive
calendar months of the eighteen (18) complete calendar months or (ii) the most recent
complete Fiscal Year for which the audit is completed, in either case, immediately
preceding the month of issuance of Additional Parity Bonds.
Additional Parity Bonds may be issued by the City for the purposes of financing the
construction and acquisition of additions, extensions and improvements to the System, including
Project Costs, 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) The Adjusted Net Revenues for the Computation Period, hereinafter
defined, shall have at least equalled:
(a) one hundred ten percent (110%) of the Maximum Debt Service
Requirement on all Bonds to be Outstanding as of the date of such issuance, and
(b) one hundred five percent (100%) of the 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) together with
any amounts of Reserve Account Credit Facility Costs payable in such
Computation Period, and
(c) one hundred percent (100%) of the amounts required to be
deposited in the Renewal and Replacement Fund during such Computation Period;
3248/ATL 16.003/R -A UT FI-RESOLUTION.6
32
March 12, 1996 2:28pm
(2) (a) The Adjusted Net Revenues for the Computation Period shall have
to at least equalled:
AND
(i) one hundred five percent (105%) of the Maximum Debt
Service Requirement on all Bonds to be Outstanding as of the date of such
issuance, and
(ii) one hundred percent (100%) of the 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) together with any amount of Reserve Account Credit Facility
Costs payable in such Computation Period, and
(iii) one hundred percent (100%) of the amounts required to be
deposited in the Renewal and Replacement Fund during such Computation
Period;
(b) The sum of the Adjusted Net Revenues, the Special Assessments,
and Capital Facilities Charges for the Computation Period shall have at least
equalled:
(i) one hundred ten percent (110%) of the Maximum Debt
Service Requirement on all Bonds to be Outstanding as of the date of such
issuance, and
(ii) one hundred percent (100%) of the 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) together with any amount of Reserve Account Credit Facility
Costs payable in such Computation Period, and
(iii) one hundred percent (100%) of the amounts required to be
deposited in the Renewal and Replacement Fund during such Computation
Period.
In addition to meeting either (1) or (2) above, the Additional Parity Bonds may not be
issued unless Adjusted Net Revenues for the Computation Period, excluding any transfers from
the Rate Stabilization Fund, shall have equalled at least one hundred percent (100%) of Adjusted
Maximum Debt Service Requirement (as hereinafter defined) on all Bonds to be Outstanding on
the date of issuance. For purposes of the foregoing, "Adjusted Maximum Debt Service
Requirement" shall be calculated in the same manner as Maximum Debt Service Requirement,
however, the annual amount of Special Assessments to be collected and applied in each Bond
Year to the payment of the principal of and interest on Bonds to be Outstanding on the date of
issuance of the proposed Additional Parity Bonds shall be subtracted from the Debt Service
Requirement for such Bond Year.
3248/ATL16.003/R-AUT"-RESOLUTION.6 33 March 12, 1996 2:28pm
Additional Parity Bonds ("Completion Bonds") may be issued without satisfying the
Go foregoing Additional Parity Bonds financial tests in (1) or (2) above for completion of any
Project, 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 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 satisfying the foregoing financial tests in (1) or (2) above,
provided that, as a result of such Refunding, the Maximum Debt Service Requirement is not
increased. Additional Parity Bonds may be issued in the form of Variable Rate Bonds only upon
the prior written consent of the Credit Facility Issuer.
No Additional Parity Bonds for the purpose of constructing additions, extensions or
improvements to the System, including Project Costs, shall be issued at any time, however,
unless (a) all of the payments into the respective funds and accounts provided for in this
Ordinance, shall have been made in full to the date of issuance of such Additional Parity Bonds,
(b) no Event of Default as described in Section 5.02 hereof shall have occurred and be
continuing, and (c) the City shall be in substantial compliance with the covenants, agreements
40 and terms of this Ordinance.
Each ordinance or resolution authorizing the issuance of Additional Parity Bonds shall
recite that all of the covenants herein contained will be applicable to such Additional Parity
Bonds.
(H) SERVICES RENDERED TO THE CITY; NO PREFERENTIAL RATES. The
City will neither render nor 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 the 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 provided, that the City may provide water service for
irrigation purposes to publicly -owned landscaping and beautification projects in a quantity which,
if billed to private users for such purposes, costs not more than two percent (2%) of the Net
Revenues in each year such water service is provided. Such charges shall be paid as they
accrue, and the City shall transfer from its general funds sufficient sums to pay such charges.
The moneys so received shall be deemed to be Gross Revenues derived from the operation of
the System, and shall be deposited and accounted for in the same manner as other Gross
Revenues derived from the operation of the System.
The foregoing paragraph shall not require the City to have the same rates for (a) different
classes of users or (b) for users of the services and Facilities of the System residing or located
3248/ATL16.003/R-AUTH-RESOLUTION.6 34 March 12, 1996 2:28pm
within different geographical areas, and the City may have different rates for (i) different classes
Go of users or (ii) for users of the services and Facilities of the System located within and without
the boundaries of the City, as long as such rates comply with the foregoing paragraph, insofar
as they relate to the users within (A) any class or (B) any particular area or areas located within
and without the City. The foregoing provisions notwithstanding, the City shall set rates for
customers of the System residing within the corporate limits of the City in accordance with any
applicable provisions of law. Additionally, notwithstanding anything in this section to the
contrary, the City may contract separately for services of the System to be provided to the
federal government and the federal government may be considered to be a separate class of user
for purposes of this Section.
(I) 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 will 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, establish written policies consistent with sound business judgment for the
disconnection from the System of any customer who fails to pay for services rendered by the
System, and shall enforce such policies diligently and fairly.
(n NO COMPETING FACILITIES; SEPARATE SYSTEMS. 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; further provided that this provision shall
not be deemed to require the City to provide service from the System where to do so would be
uneconomical.
(K) TAX COMPLIANCE. The City covenants that it will restrict the use of the
proceeds of the Bonds in such manner and to such extent, if any, as may be necessary so that
the Bonds will not constitute arbitrage bonds under Section 148 of the Code.
The Mayor or the Vice -Mayor, or any other officer having responsibility for the issuance
of the Bonds of each Series shall give an appropriate certificate of the City for inclusion in the
transcript of proceedings for each Series, setting forth the reasonable expectations of the City
regarding the amount and use of all the proceeds of the Bonds of such Series, the facts,
circumstances and estimates on which they are based, and other facts and circumstances relevant
to the tax treatment of interest on such Series. Each such officer is further authorized to make
or effect any election, selection, choice, consent, approval, or waiver on behalf of the City with
respect to the Bonds as the City is permitted or required to make or give under the federal
income tax laws, for the purposes of assuring, enhancing or protecting favorable tax treatment
or characterization of the Bonds or interest thereon or assisting compliance with requirements
for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount
• or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts
3248/ATLI6.IAl3/R-AUT"-RESOLUTION.6 35 March 12, 1996 2:28pm
or payments, as determined by such officer. Any such action of such officer shall be in writing
Go and signed by the officer.
The City covenants that it (a) will take or cause to be taken such actions which may be
required of it for the interest on the Bonds to be and remain excluded from gross income for
federal income tax purposes, and (b) will not take or permit to be taken any actions which would
adversely affect that exclusion, and that it, or persons acting for it, will, among other acts of
compliance, (i) apply the proceeds of the Bonds to the governmental purpose of the borrowing,
(ii) restrict the yield on investment property acquired with those proceeds, (iii) make timely
rebate or penalty payments, if any, to the federal government, (iv) maintain proper books and
records and make necessary calculations and reports, and (v) refrain from certain uses of
proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest
under the Code. The Mayor, the Vice -Mayor and other appropriate officers are hereby
authorized and directed to take any and all actions, make rebate or penalty payments, and make
or give reports and certifications, as may be appropriate to assure such exclusion of that interest.
(L) PAYMENT. The City will duly and punctually pay or cause to be paid from the
Pledged Revenues the principal of, premium, if any, and interest on the Bonds.
SECTION 5.02. EVENTS OF DEFAULT. It shall be an Event of Default under this
Ordinance if the City shall:
(1) fail to deposit with the Paying Agent on or before each Interest Payment
Date sufficient funds to pay the portion of the Debt Service Requirement becoming due
and payable on such Interest Payment Date;
(2) fail to comply in any material respect with any other covenant made in this
Ordinance, if (a) such failure shall continue for more than thirty (30) days following
written notice of such failure to the City or (b) the City shall not (within thirty (30) days
of receipt of such notice) have initiated steps to cure such default and thereafter have
proceeded diligently to cure such default; provided, however, that the Credit Facility
Issuer may waive any such defect if compliance shall be determined to be impossible of
performance; or
(3) the City files a voluntary petition under the federal bankruptcy laws or any
other applicable federal or state bankruptcy or insolvency law.
In determining whether any Event of Default described in paragraph (1) above has
occurred, no effect shall be given to any payments made pursuant to a Credit Facility.
The City will provide or cause to be provided immediate notice to the Credit Facility Issuer of
any Event of Default described in paragraph (1) above and notice within thirty (30) days of any
other Event of Default.
• SECTION 5.03, REMEDIES. The Registered Owners of not less than twenty-five
percentum (25%) in principal amount of Bonds issued under the provisions of this Ordinance,
or any Credit Facility Issuer while the Bonds secured by it are Outstanding, or any trustee acting
3248/ATLI6.003/R-A UTN-R ESOLUTION.6 36 March 12, 1996 228pm
for such Registered Owners in the manner hereinafter provided, may, either at law or in equity,
40 by suit, action, mandamus, or other proceedings, in any court of competent jurisdiction, protect
and enforce any and all rights, available under the laws of the State of Florida; provided,
however, that there will be no right to force any acceleration of payment with respect to the
Bonds without the consent of the Credit Facility Issuer. Any such Registered Owner or trustee
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.
The Registered Owners of not less than twenty-five percentum (25%) in aggregate
principal amount of Bonds issued under this Ordinance then Outstanding or any Credit Facility
Issuer while the Bonds secured by it are 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 or any Credit Facility
Issuer, and shall be filed in the office of the City Clerk and with the Mayor.
Upon the occurrence and continuance of an Event of Default under this Ordinance, the
authorized trustee or the Registered Owners of twenty-five percentum (25%) or more in
aggregate principal amount of the Bonds then Outstanding may pursue any available right,
remedy or power to enforce the payment of the Debt Service Requirement and the observance
and performance of any other covenant, agreement or obligation under this Ordinance or any
other instrument providing security, directly or indirectly, for the Bonds.
No right, remedy or power conferred upon or reserved to the trustee or the Registered
Owners under this Ordinance is intended to be exclusive of any other available right, remedy
or power, but each right, remedy or power shall be cumulative and concurrent and shall be in
addition to every other right, remedy or power available hereunder or existing at law, in equity
or by statute or otherwise.
No exercise, beginning of the exercise, or partial exercise by the trustee or the Registered
Owners or the Credit Facility Issuer of any one or more rights, remedies or powers shall
preclude the simultaneous or later exercise by the trustee or the Registered Owners or the Credit
Facility Issuer of any other right, remedy or power. No delay or omission in the exercise of
any right, remedy or power accruing upon any event of default under this Ordinance shall impair
that or any other right, remedy or power or shall be construed to constitute a waiver of such
event of default under this Ordinance, but every right, remedy or power may be exercised from
time to time and as often as may be deemed to be necessary or desirable.
For purposes of this Section 5.03, the foregoing provisions notwithstanding, with regard
to defaults as to any Bonds as to which a Credit Facility is in effect, the Credit Facility Issuer
shall, as long as it has not failed to comply with its payment obligations under the Credit
40 Facility, be deemed to be the sole Registered Owner of such Bonds.
3248/ATLI6.003/R-AUTH-RESOLUTION.6 37 March 12, 1996 2:28pm
SECTION 5.04. CONTINUING DISCLOSURE. (A) PROVISION OF ANNUAL
so INFORMATION; AUDITED FINANCIAL STATEMENTS; AND NOTICES OF EVENTS.
The City hereby covenants, in accordance with the provisions of the Rule, to provide or cause
to be provided:
(1) to each NRMSIR and to any SID, (i) annual financial information and
operating data of the type described under the caption "Annual Information" below for
each Fiscal Year ending on or after September 30, 1996, not later than the following
May 1, and (ii) when and if available, audited financial statements for the City for each
such Fiscal Year; and
(2) to each NRMSIR or to the MSRB and to the SID, in a timely manner,
notice of (i) any Specified Event if that Specified Event is material, (ii) the City's failure
to provide the Annual Information on or prior to the date specified above, (iii) any
change in the Fiscal Year, (iv) the City's failure to appropriate funds to meet costs to be
incurred to provide the foregoing information, and (v) the termination of the City's
obligations to provide the foregoing information.
The City expects that (a) annual financial statements of the City shall be prepared and audited,
(b) any such audited statements shall be available together with the Annual Information, and (c)
the accounting principles to be applied in the preparation of those financial statements shall be
generally accepted accounting principles as recommended from time to time by the
Governmental Accounting Standards Board. In the event that the audited annual general purpose
40 financial statements of the City are not available by the date on which the Annual Information
shall be provided, the City will provide unaudited financial statements of the City by the date
specified and audited financial statements when available.
(B) ANNUAL INFORMATION. Annual Information to be provided by the City shall
consist of: (a) the annual general purpose financial statements of the City; and (b) summary of
revenue expenses and quantities of the System consistent with the presentation of such
information in the Official Statement for the 1996 Bonds.
(C) SPECIFIED EVENTS. Specified Events shall include the occurrence of the
following events, within the meaning of the Rule, with respect to the Bonds: principal and
interest payment delinquencies; non-payment related defaults; unscheduled draws on debt
service reserves reflecting financial difficulties; unscheduled draws on credit enhancements
reflecting financial difficulties; substitution of credit or liquidity providers, or their failure to
perform; adverse tax opinions or events affecting the tax-exempt status of the Bonds;
modifications to rights of holders of Bonds; Bond calls; defeasances; release, substitution, or sale
of property securing repayment of the Bonds; and rating changes. In furtherance of the
foregoing, however, holders should understand that the sale or other transfer of real property
subject to the Special Assessments is not included in the listed events. The City shall not be
required to undertake to track the sale or other transfer of any such real property or make any
notification in the event any such sale or other transfer may occur.
• (D) AMENDMENTS. The City reserves the right to amend this Section as may be
necessary or appropriate to achieve its compliance with any applicable federal securities law or
3248/ATL 16.003/R-AUTII-RESOLUTION.6 38 March 12. 1996 2:28pm
rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any
as change in circumstances arising from a change in legal requirements, change in law, or change
in the identity, nature, or status of the City, or type of business conducted by the City. Any
such amendment shall be made only in a manner consistent with the Rule and interpretations
thereof by the SEC. Annual Information containing any amended operating data or financial
information shall explain, in narrative form, the reasons for any such amendment and the impact
of the change on the type of operating data or financial information being provided. The
provisions of Section 6.05 of this Ordinance shall not apply to amendments made to this Section.
(E) REMEDY FOR BREACH. The covenants contained in this Section 5.04, as
amended, relating to the City's continuing disclosure requirements shall be solely for the benefit
of the holders and beneficial owners from time to time of the Bonds. Holders and beneficial
owners, to the extent permitted by law and equity, shall have the right, and shall be limited to
the right, upon any breach of such covenant by the City and to the exclusion of any other
remedy for that breach that otherwise would be available, to institute and maintain, or to cause
to be instituted and maintained, proceedings at law or in equity to obtain the specific
performance by the City of its obligations under such covenant. An individual holder or
beneficial owner shall not be entitled to institute or maintain proceedings to challenge the
sufficiency of any pertinent filing that is made.
(F) NON -APPROPRIATION. The performance by the City of its obligations under
this Section 5.04, relating to the City's continuing disclosure requirements shall be subject to
the availability of funds and their annual appropriation to meet costs the City would be required
40 to incur to perform such obligations.
•
(G) TERMINATION. The obligations of the City under this Section 5.04, relating
to the City's continuing disclosure requirements shall remain in effect only for such period that
(1) such covenant is required by the Rule, (2) the Bonds are outstanding in accordance with their
terms, and (3) the City remains an obligated person with respect to the Bonds within the
meaning of the Rule. The obligation of the City to provide the Annual Information and notices
of the events described above shall terminate, if and when the City no longer remains such an
obligated person.
(H) SEPARATE BOND REPORT NOT REQUIRED. Additionally, the requirements
of this Section 5.04 do not necessitate the preparation of any separate annual report addressing
only the Bonds. These requirements may be met by the filing of a combined bond report or the
City's Comprehensive Annual Financial Report; provided, such report includes all of the
required information and is available by May 1. Additionally, the City may incorporate any
information provided in any prior filing with each NRMSIR or included in any final official
statement of the City; provided, such final official statement. is filed with the MSRB.
3248/ATLI6.003/R-AUTH-RESOLUTION.6 39 March 12, 1996 2:23pm
so ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. SALE OF BONDS; DELEGATION OF AUTHORITY. The 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 laws of the State of Florida and the requirements of this Ordinance.
The City Manager may, subject to the conditions hereinafter set forth, be authorized and
empowered by resolution to approve the purchase price, interest rates, maturities, and
redemption provisions for any Series of Bonds and to execute a purchase contract for such Series
of Bonds on behalf of the City. Any delegation of authority may only be made if the following
parameters are addressed in the delegation. The conditions to any delegation of authority
hereunder are:
(A) The maximum principal amount of such Series to be sold shall be specified.
(B) The maximum underwriter's discount for such Series must be specified.
(C) The maximum interest (true interest cost or net interest cost) rate for such Series
must be specified.
49 (D) The maximum Issuance Expenses for such Series must be specified.
SECTION 6.02. NOTICES TO CREDIT FACILITY ISSUER; CREDIT FACILITY
ISSUER DEEMED SOLE BONDOWNER AND A PARTY IN INTEREST. 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 and a full transcript of any proceedings relating to the
execution of any supplemental ordinance or resolution hereto. Notwithstanding any other
provisions of this Ordinance to the contrary, the Credit Facility Issuer shall be deemed to be
the sole Registered Owner of all Bonds insured by it for purposes of exercising rights, consents
or remedies granted under this Ordinance. For any amendment or modification of the Ordinance
for which a Credit Facility Issuer shall consent in replacement of the Registered Owners, notice
of such amendment or modification along with a copy of such supplemental resolution shall be
sent to Standard & Poor's Ratings Services at least twenty (20) days prior to the adoption of
such amendment or modification.
Any provision of this Ordinance to the contrary notwithstanding, if under any provision
hereof any action is to be taken only with the consent or approval of a Credit Facility Issuer,
and if at the time such consent or approval would otherwise be called for such Credit Facility
Issuer is not in compliance with its payment obligations of or is contesting its obligations under
its Credit Facility, then the rights of such Credit Facility Issuer to any consent or approval
is hereunder shall be suspended while any such noncompliance or contest is ongoing.
3248/ATL16.003/R-AUT"-RESOLUTION.6 40 March 12, 1996 2:28pm
Except as expressly provided herein to the contrary, neither the City nor the Paying
Be Agent shall take the Credit Facility into effect in determining whether the rights of Registered
Owners are adversely affected by actions taken pursuant to the terms and provisions of the
Ordinance.
The Credit Facility issuer shall be included as a party in interest and as a party entitled
to notify the Paying Agent or any trustee or the City to intervene in judicial proceedings that
affect the Bonds or the security therefor. The trustee, the Paying Agent and the City shall be
required to accept notice of default from the Credit Facility Issuer.
SECTION 6.03. 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 6.04. DEFEASANCE. Notwithstanding the foregoing provisions of this
Ordinance, if, at any time, the City shall have paid all amounts due and owing to any Credit
Facility Issuer and 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 noncallable
Defeasance Obligations in irrevocable trust with a Banking Institution for the sole benefit of the
Registered Owners of such Bonds, in respect to which such Defeasance Obligations the principal
40 and interest received will be sufficient, without reinvestment, based on the report of an
Independent Certified Public Accountant, to make timely payment of the principal of, interest,
and redemption premiums, if any, on such outstanding Bonds designated to be defeased, and
receipt of an opinion of Bond Counsel to the effect that such deposit has no adverse effect on
the exclusion from gross income for federal income tax purposes of interest on the Bonds, 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. Notwithstanding the foregoing, amounts paid
by a Credit Facility Issuer shall not be deemed paid for the purposes of this Section and shall
remain due and owing hereunder until paid in accordance with the Ordinance.
SECTION 6.05. MODIFICATION OR AMENDMENT. (A) The City, from time to
time and at any time and without the consent or concurrence of any Registered Owners, may
adopt an ordinance or resolution amendatory hereof or supplemental hereto, if the provisions of
such supplemental or amendatory ordinance or 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 legal 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;
3248/ATL 16.003/R-AUTH-RESOLUTION.6 41 March 12, 1996 2:28pm
(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 the City
may deem necessary or appropriate, will not materially adversely affect the security of
the Registered Owners.
(8) 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
Registered Owners thereof consent thereto.
(B) 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 (other than a Reserve Account 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 (other than as described in paragraphs (1) and (2) of clause
(A) above) 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.
(C) The foregoing provisions of Sections 6.05(A) and (B) notwithstanding, no
modification or amendment shall permit a change in the maturity of such Bonds, a reduction
in the rate of interest thereon, a reduction in the amount of the principal obligation represented
thereby or a reduction in the redemption premium required to be paid in connection with any
optional redemption thereof; 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, 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.
3248/ATLI6.003/R-AIITII-RESOLUTION.6 42 March 12. 1996 2:28pm
�J
(D) Other than as provided above, no 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 then Outstanding and affected by such modification or
amendment.
(E) The foregoing provisions shall not apply to amendments to Section 5.04 hereof.
SECTION 6.06. PAYMENTS DUE AND ACTS REQUIRED TO BE DONE ON
DAYS WHICH ARE NOT BUSINESS DAYS; TIME. (A) In any case where any payment of
Debt Service is required to be paid on a date which is not a Business Day, then such payment
need not be made on such date, but shall be made on the next succeeding Business Day, with
the same force and effect as if made on the date fixed for such payment, and no interest shall
accrue on such payment for the period after such date if such payment is made on such next
succeeding Business Day.
(B) In any case where any act is required or any notice is required to be given
hereunder on any day other than a Business Day, then such act shall be done or such notice shall
be given on the next succeeding Business Day, with the same force and effect as if such act had
been performed or such notice had been given on the date required.
(C) All times for the making of any payment or the performance of any act, as
provided in this Ordinance means the local time prevailing in the City unless some other time
is expressly provided for.
SECTION 6.07. 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 6.08. REPEALING CLAUSE. All resolutions of the City, or parts thereof,
in conflict with the provisions of this Ordinance are to the extent of such conflict, hereby
superseded and repealed.
3248/ATLI6.003/R-AUTH-RESOLUTION.6 43 March 12. 1996 2:28pm
SECTION 6.09. EFFECTIVE DATE. This Ordinance shall take effect immediately
upon its adoption.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach,
Florida at a special/regular meeting duly called and held this 11th day of March, 1996.
Approved as to form, sufficiency and
correctness:
City Attor
ATTEST:
City Clerk
3248/ATL 16.(X)3/R-AI1T1 I-RESOLUTION.6
CITY OF ATLANTIC BEACH, FLORIDA
yor
March 12. 1996 2:28pm
EXHIBIT A
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF ATLANTIC BEACH
UTILITIES SYSTEM REVENUE BOND, SERIES
[FORM OF FIRST PARAGRAPH OF CURRENT INTEREST PAYING BOND]
DATE OF
RATE OF INTEREST MATURITY DATE ORIGINAL ISSUE CUSIP
IwxffWI a : 1 • iil.la"I
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that the 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, at the rate per
annum set forth above such interest to the maturity or prior redemption hereof being payable on
, 19_, and thereafter on 1 and 1 of 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 ($1,000,000) or more in principal amount of Bonds, such
payment shall, at 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. The principal
of, premium, if any, and interest on this Bond are payable in lawful money of the United States
40 of America.
A-1
go
[FORM OF FIRST PARAGRAPH OF COMPOUNDING INTEREST BOND]
PRINCIPAL AMOUNT AT
DATE OF ISSUANCE PER $5,000
RATE OF INTEREST ORIGINAL DATE MATURITY AMOUNT CUSIP
REGISTERED OWNER:
MATURITY AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that the 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 ($1,000,000) or more in
principal amount of Bonds, such payment shall, at 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. The Maturity Amount and premium, if any, of this Bond are payable in
lawful money of the United States of America.
[FORM OF REMAINING PARAGRAPHS FOR ALL BONDS]
This Bond is payable from and secured solely by a lien upon and pledge of (i) the Net
Revenues to be derived from the operation of the System, (ii) Capital Facilities Charges, (iii)
(iii) the moneys on deposit in the Funds and Accounts, (iv) certain Investment Earnings, and (v)
the Special Assessments (collectively, the "Pledged Revenues"), all as defined and provided in
Ordinance No. of the City as supplemented by Ordinance No. (the "Ordinance")
hereinafter referred to. This Bond does not constitute a general obligation or indebtedness of
the City, 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 System 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.
A-2
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 be
performed to exist and to happen precedent to and in connection with the issuance of this Bond,
have been performed exist and have happened 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 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, the City of Atlantic Beach, Florida has issued this Bond and
has caused the same to be executed by the Mayor or the Vice -Mayor of the City, either manually
or with his facsimile signature, and the corporate seal of said City or City Commission, or a
facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and the foregoing
attested by the manual or facsimile signature of the City Clerk of the City, all as of the day
of , 19—.
(SEAL) CITY OF ATLANTIC BEACH, FLORIDA
ATTEST:
City Clerk
C�
J
Mayor
A-3
C7
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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:
[NAME]
As Bond Registrar
Authorized Signature
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds validated by judgment of the Circuit Court for Duval
County, Florida rendered on
A-4
Mayor
0 (MATERIAL APPEARING ON REVERSE OF BONDS)
This Bond is one of an authorized issue of 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 pay the cost of acquiring and constructing additions,
extensions, and improvements to the City's combined water and sewer utility system (the
"System") and the City's stormwater utility system, and to refund certain outstanding debt of the
City previously issued to finance improvements to the System, under the authority of and in full
compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and Ordinance
No. 15-95-7 duly enacted by the City Commission of the City on November 13, 1995 (the
"Bond Ordinance"), as supplemented by Ordinance No. 15-96-8, duly enacted by the City
Commission on March 11, 1996, as further 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 Bonds are issuable only as fully registered Bonds in the denominations or Maturity
Amounts of $5,000 or integral multiples thereof. This Bond is transferable and exchangeable
for Bonds of other authorized denominations at the office of the Bond Registrar, by the
Registered Owner or by a person legally empowered to do so, upon presentation and surrender
hereof to the Bond Registrar together with a request for exchange or an assignment signed by
the Registered Owner or by a person legally empowered to do so in a form satisfactory to the
Bond Registrar, all subject to the terms, limitations and conditions provided in the Ordinance.
No charge will be made for transfer or exchange, but the City or the Bond Registrar may require
payment of an amount sufficient to cover any tax or other governmental charge payable in
connection therewith. The City and the Bond Registrar may deem and treat the Registered
Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account
of principal or interest and for all other purposes, and neither the City nor the Bond Registrar
shall be affected by any notice to the contrary.
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
0 during the following periods:
•
r�
me
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:
Year Amount Year Amount
(INSERT TABLE)
Notice of such redemption shall be given in the manner provided in the Ordinance.
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:
TEN COM - as tenants in common UNIF GIF MIN ACT -
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right Custodian for
of survivorship and not of
tenants in common
Additional abbreviations may also be used although not listed above.
(Cust. )
(Minor)
0
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE]
(Name and Address of Transferee)
the within Bond and does hereby irrevocably constitute and appoints
to transfer the within note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated
Signature Guaranteed
Signature guarantee shall be made by a
guarantor institution participating in the
Securities Transfer Agents Medallion
Program or in such other guarantee program
acceptable to the Registrar.
•
A-7
Note: The signature(s) on 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.
EXHIBIT B
1996 PROJECT
Capital Improvement Program
for Four Fiscal Years Endin¢ September 30. 2000
($ in thousands)
0
Estimated
Cost
100,000
15,000
5,000
253,000
1,400,000
8,500
1,200,000
895,000
894,000
3,200,000
3,982,000
131.500
IVAIT.r., II1;
Description
1.
New Well/Water Treatment
Plant #2
2.
City Water Meters
3.
Corrosion Reduction
4.
New Master Lift Station/
Buccaneer WWTP
5.
Facility Improvements/
Buccaneer WWTP
6.
Influent Flow Meter and
Controls, Buccaner WWTP
7.
Water and Sewer Improvements
Oak Harbor
8.
Water and Sewer Improvements
Beach Avenue
9.
Water Main Ungrades
Various Location
10.
Sewer Rehabilitation
11.
Stormwater Master Plan
Implementation
12.
Capital Improvements Program Contingency
TOTAL
0
Estimated
Cost
100,000
15,000
5,000
253,000
1,400,000
8,500
1,200,000
895,000
894,000
3,200,000
3,982,000
131.500
IVAIT.r., II1;