HomeMy WebLinkAbout747-17 Master Resolution for Infrastructure Sales Surtax Revenue Bond (City Hall Project), Series 2017 SEE 76-17-01
CITY OF ZEPHYRHILLS, FLORIDA
$7,471,000 Infrastructure Sales Surtax Revenue Bond (City Hall Project),
Series 2017—Closing Date: October 25, 2017
RESOLUTION NO. 747-17
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS,
FLORIDA AUTHORIZING THE ISSUANCE OF $7,471,000 IN PRINCIPAL
AMOUNT OF CITY OF ZEPHYRHILLS, FLORIDA INFRASTRUCTURE
SALES SURTAX REVENUE BOND (CITY HALL PROJECT), SERIES 2017
FOR THE PURPOSE OF FINANCING AND/OR REIMBURSING THE
TEMPORARY RELOCATION, DESIGNING, PERMITTING, ACQUISITION,
CONSTRUCTION,RECONSTRUCTION AND EQUIPPING OF A NEW CITY
HALL DESCRIBED HEREIN; PLEDGING LOCAL GOVERNMENT
INFRASTRUCTURE SALES SURTAX REVENUES TO SECURE PAYMENT
OF THE PRINCIPAL OF AND INTEREST ON SUCH BOND; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE
HOLDERS OF SUCH BOND; EXPRESSING AN INTENT TO BE
REIMBURSED WITH PROCEEDS OF SUCH BOND; AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL
ACTIONS REQUIRED IN CONNECTION WITH THE SALE, ISSUANCE
AND DELIVERY OF SUCH BOND; PROVIDING CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
TABLE OF CONTENTS
Page No.
ARTICLE I GENERAL 1
SECTION 1.01 Definitions. 1
SECTION 1.02 Authority for Resolution. 6
SECTION 1.03 Resolution to Constitute Contract 6
SECTION 1.04 Findings. 6
SECTION 1.05 Authorization of the Initial Project. 6
ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF
BONDS 7
SECTION 2.01 Authorization of Bonds. 7
SECTION 2.02 Authorization and Description of Bonds 7
SECTION 2.03 Application of Series 2017 Bond Proceeds 8
SECTION 2.04 Execution of Bonds 8
SECTION 2.05 Authentication. 8
SECTION 2.06 Temporary Bonds 8
SECTION 2.07 Bonds Mutilated,Destroyed,Stolen or Lost 9
SECTION 2.08 Transfer. 9
SECTION 2.09 Coupon Bonds;Capital Appreciation Bonds;Variable Rate Bonds. 10
SECTION 2.10 Form of Bonds 10
ARTICLE III REDEMPTION OF BONDS 16
SECTION 3.01 Privilege of Redemption 16
SECTION 3.02 Selection of Bonds to be Redeemed. 16
SECTION 3.03 Notice of Redemption 16
SECTION 3.04 Redemption of Portions of Bonds. 17
SECTION 3.05 Payment of Redeemed Bonds. 17
ARTICLE IV SECURITY,SPECIAL FUNDS AND APPLICATION THEREOF 17
SECTION 4.01 Bonds not to be Indebtedness of Issuer 17
SECTION 4.02 Security for Bonds. 17
SECTION 4.03 Construction Fund. 18
SECTION 4.04 Funds and Accounts. 18
SECTION 4.05 Flow of Funds. 18
SECTION 4.06 Investments. 21
SECTION 4.07 Separate Accounts. 21
ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS, AND
COVENANTS OF ISSUER 21
SECTION 5.01 Subordinated Indebtedness. 21
SECTION 5.02 Issuance of Additional Bonds 21
SECTION 5.03 Bond Anticipation Notes 22
SECTION 5.04 Books and Records. 23
SECTION 5.05 Annual Audit. 23
SECTION 5.06 No Impairment. 23
SECTION 5.07 Collection of Pledged Revenues 23
SECTION 5.08 Federal Income Tax Covenants;Taxable Bonds. 23
ARTICLE VI DEFAULTS AND REMEDIES 24
SECTION 6.01 Events of Default. 24
SECTION 6.02 Remedies 24
SECTION 6.03 Directions to Trustee as to Remedial Proceedings. 25
SECTION 6.04 Remedies Cumulative 25
SECTION 6.05 Waiver of Default. 25
SECTION 6.06 Application of Moneys After Default 25
ARTICLE VII SUPPLEMENTAL RESOLUTIONS 25
SECTION 7.01 Supplemental Resolutions without Bondholders'Consent 25
SECTION 7.02 Supplemental Resolutions with Bondholders'Consent. 26
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SECTION 7.03 Supplemental Resolutions with Insurer's Consent in lieu of
Bondholders' Consent 27
ARTICLE VIII MISCELLANEOUS 27
SECTION 8.01 Defeasance 27
SECTION 8.02 Sale of Bonds. 28
SECTION 8.03 Capital Appreciation Bonds 28
SECTION 8.04 Intent to Reimburse 29
SECTION 8.05 General Authority. 29
SECTION 8.06 No Third Party Beneficiaries. 29
SECTION 8.07 No Personal Liability. 29
SECTION 8.08 Severability of Invalid Provisions. 29
SECTION 8.09 Repeal of Inconsistent Resolutions. 29
SECTION 8.10 Effective Date. 30
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS,
FLORIDA, as follows:
ARTICLE I
GENERAL
SECTION 1.01 Definitions. When used in this Resolution, the following terms
shall have the following meanings,unless the context clearly otherwise requires:
"Act" shall mean the Constitution and laws of the State of Florida, Chapter 166, Florida
Statutes, Chapter 212, Florida Statutes, Chapter 218, Part IV, Florida Statutes, the Charter of the
Issuer, Ordinance No. 12-16 duly enacted by the Board of County Commissioners of Pasco
County, Florida on July 10, 2012, as amended on October 23, 2012, and a successful referendum
conducted thereunder on November 6, 2012 where the one-cent local infrastructure sales surtax
was extended through December 31, 2024 (as it may hereafter be extended), and other
applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions
of Section 5.02 hereof on a parity with the Series 2017 Bond.
"Additional Project" shall mean designing, permitting, acquisition, construction,
reconstruction and/or equipping of the facilities and general infrastructure authorized by the
Issuer and located within the Issuer and shall include all property rights, easements, franchises
and equipment relating thereto and deemed necessary or convenient for the designing,
permitting, acquisition, construction, reconstruction, equipping and/or the operation thereof,
which are financed in whole or in part with the proceeds of Additional Bonds all as determined
by the Issuer and in accordance with plans and specifications on file or to be filed with the
Issuer.
"Amortization Installment" shall mean an amount designated as such by Supplemental
Resolution of the Issuer and established with respect to any Term Bonds.
"Annual Debt Service" shall mean, with respect to any Bond Year, the aggregate
amount of(1) all interest required to be paid on the Outstanding Bonds during such Bond Year,
except to the extent that such interest is to be paid from (a) deposits in the Interest Account
made from Bond proceeds or (b) a direct subsidy payment expected to be received by the Issuer
from the United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy
or similar payments made by the Federal government, (2) all principal of Outstanding Serial
Bonds maturing in such Bond Year, and (3) all Amortization Installments herein designated
with respect to such Bond Year.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A. or any other attorney at law or firm
of attorneys, of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the
United States of America.
"Bond Year" shall mean the period commencing on October 2 and ending on twelve
months later on October 1.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference to
a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding
Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Series 2017 Bond, together with any Additional Bonds issued
pursuant to this Resolution.
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"Capital Appreciation Bonds" shall mean the aggregate principal amount of the Bonds
that bear interest payable solely at maturity or upon redemption prior to maturity in the
amounts determined by reference to the Compounded Amounts, all as shall be determined by
Supplemental Resolution of the Issuer. In the case of Capital Appreciation Bonds that are
convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such
Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to
such conversion.
"City Attorney" shall mean the duly appointed City Attorney or assistant City Attorney
of the Issuer.
"City Manager" shall mean the City Manager or assistant, deputy, interim or acting City
Manager of the Issuer.
"Clerk" shall mean the City Clerk, or arty assistant or deputy City Clerk of the Issuer, or
such other person as may be duly authorized by the City Council of the Issuer to act on his or
her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules thereunder in effect or proposed.
"Compounded Amounts" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such
Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the
interest date next preceding the date of computation or the date of computation if an interest
date, such interest to accrue at the applicable rate which shall not exceed the legal rate,
compounded semiannually, plus, with respect to matters related to the payment upon
redemption of the Capital Appreciation Bonds, if such date of computation shall not be an
interest date, a portion of the difference between the Compounded Amount as of the
immediately preceding interest date and the Compounded Amount as of the immediately
succeeding interest date, calculated based on the assumption that Compounded Amount
accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of
twelve 30-day months.
"Construction Fund" shall mean the City of Zephyrhills, Florida Infrastructure Sales
Surtax Revenue Bonds Construction Fund established pursuant to Section 4.03 hereof.
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project;(3) costs of land
and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (5) all interest
due to be paid on the Bonds and other obligations relating to the Project during, and if deemed
advisable by the Issuer for up to one year after the end of, the construction period of such
Project and for a reasonable period thereafter, if permitted by the Code, if applicable; (6)
engineering, legal and other consultant fees and expenses; (7) costs and expenses incidental to
the issuance of the Bonds for up to one year, including the fees and expenses of any attorneys,
financial advisors, auditors, engineers, Paying Agent, Registrar or depository; (8) payments,
when due (whether at the maturity of principal or the due date of interest or upon redemption)
on any indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of
machinery or equipment required by the Issuer for the commencement of operation of such
Project; or (10) any other costs properly attributable to such construction or acquisition, as
determined by generally accepted accounting principles and shall include reimbursement to the
Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution
may provide for additional items to be included in the aforesaid Costs.
"Debt Service Fund" shall mean the City of Zephyrhills, Florida Infrastructure Sales
Surtax Revenue Bonds Debt Service Fund established pursuant to Section 4.04 hereof.
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"Direct Subsidy Bonds" shall mean any Taxable Bonds issued by the Issuer hereunder
for which either (1) the Issuer receives direct subsidy payments or any other interest subsidy or
similar payments made by the Federal Government in an amount equal to a percentage of the
interest paid on such Bond or Bonds, or (2) the holder of such Bond or Bonds receives a tax
credit in an amount equal to a percentage of or in lieu of the interest paid on such Bond or
Bonds.
"Federal Securities" shall mean (1) cash, and/or (2) non-callable direct obligations of the
United States of America.
"Finance Director" shall mean the Finance Director of the Issuer, or such other person as
may be duly authorized by the City Manager of the Issuer to act on his or her behalf.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Initial Project" shall mean the temporary relocation, designing, permitting,
construction, reconstruction, acquisition and/or equipping of certain additions, extensions and
improvements to a new City Hall. Such Initial Project shall include without limitation all
property rights, appurtenances, easements, franchises and equipment relating thereto and
deemed necessary or convenient for the construction, designing, permitting, reconstruction,
acquisition and equipping thereof, in accordance with certain plans on file or to be on file with
the Clerk, with such changes, deletions, additions or modifications to the enumerated
improvements, equipment and facilities, or such other improvements as approved by the City
Council of the Issuer in a Supplemental Resolution in accordance with the Act.
"Insurance Policy" or "Insurance Policies" shall mean any policy of bond insurance,
letter of credit, guarantee, or other similar form of credit enhancement issued by an Insurer and
insuring or guaranteeing the payment when due of all or any portion of the principal of and
interest on any Series of Bonds. All references in this Resolution to the Insurance Policy or
Insurance Policies shall be of no force and effect(i) if there is a default in the performance of any
obligations thereunder by the applicable Insurer, or (ii) at such time as there are no Bonds
Outstanding with respect to which an Insurer has issued an Insurance Policy or Insurance
Policies.
"Insurer" shall mean any issuer or issuers of any Insurance Policy or any successor
corporation that assumes the obligations of the issuer of such Insurance Policy. All references
in this Resolution to the Insurer and/or an Insurance Policy shall be of no force and effect to a
particular Series of Bonds if such Bonds are not insured, and/or at such time as there are no
Bonds Outstanding with respect to which an Insurer has issued an Insurance Policy.
"Interest Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Interest Date" shall be April 1 and October 1 of each year.
"Issuer" shall mean the City of Zephyrhills, Florida, a municipal corporation of the State
of Florida.
"Maximum Annual Debt Service" shall mean the largest amount of Annual Debt
Service for any Bond Year in which Bonds shall be Outstanding, excluding all Bond Years
which shall have ended prior to the Bond Year in which Maximum Annual Debt Service shall
be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate
Bonds, the maximum rate of interest such Bonds may at any time bear in the future in
accordance with the terms of the Supplemental Resolution of the Issuer delineating the details
of such Bonds.
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"Maximum Permitted Maturity" shall mean December 31, 2024; provided, however,
that if a majority of the qualified electors voting in a referendum called for the purpose of
extending the levy of the one-cent discretionary infrastructure sales surtax pursuant to Section
212, Florida Statutes, for an additional period of time, as permitted by applicable law, shall
approve the levy of such surtax for an additional period of time beyond the current expiration
date of December 31, 2024, "Maximum Permitted Maturity" shall mean the day following the
last date of such additional period of time approved in the referendum.
"Mayor" shall mean the Mayor of the Issuer, or in his or her absence, the Vice Mayor of
the Issuer, or such other person as may be duly authorized by the City Council of the Issuer to
act on his or her behalf.
"Outstanding" when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated (if applicable) and delivered
except (1) any Bond in lieu of which another Bond or other Bonds have been issued under an
agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the
Holder thereof in exchange for another Bond or other Bonds under Sections 2.06 and 2.08
hereof, (3) Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity, and (4) Bonds which have been defeased pursuant to Section 8.01
hereof.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
Supplemental Resolution and its successors or assigns, and any other Person which may at any
time be substituted in its place pursuant to this Resolution. Notwithstanding anything herein to
the contrary,the Paying Agent for the Series 2017 Bond is the Clerk.
"Permitted Investments"shall mean any investments authorized pursuant to the laws of
the State and the Issuer's written investment policy,if any.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean the Pledged Revenues and until applied in accordance with
the provisions of this Resolution, all moneys, including investments thereof, in the funds and
accounts established hereunder, other than the Unrestricted Revenue Account; provided,
however, that proceeds deposited in a subaccount in the Construction Fund established in
connection with the issuance of a particular Series of Bonds shall only secure such Series, and
further, with respect to the Series 2017 Bond, "Pledged Funds" does not include the Reserve
Fund or any subaccount created therein.
"Pledged Revenues" shall mean the Sales Tax Revenues and shall not include any direct
subsidy payments received by the Issuer from the United States Treasury relating to Direct
Subsidy Bond or any other interest subsidy or similar payments made by the Federal
Government until deposited into the Interest Account.
"President" shall mean the President of the City Council of the Issuer, or in his or her
absence, the Vice President of the City Council of the Issuer, or such other person as may be
duly authorized by the City Council of the Issuer to act on his or her behalf.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Project" shall mean, collectively, the Initial Project and any Additional Project.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to a
Supplemental Resolution and its successors and assigns, and any other Person which may at
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any time be substituted in its place pursuant to Supplemental Resolution. Notwithstanding
anything herein to the contrary,the Registrar for the Series 2017 Bond is the Clerk.
"Reserve Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Reserve Account Requirement" shall mean $0 with respect to the Series 2017 Bond.
The Issuer may establish by Supplemental Resolution the amount of the Reserve Account
Requirement applicable to a subaccount hereafter created in the Reserve Account to secure a
Series of Additional Bonds pursuant to Section 4.05A.4.hereof.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended,modified or supplemented by Supplemental Resolution.
"Restricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Revenue Fund" shall mean the City of Zephyrhills, Florida Infrastructure Sales Surtax
Revenue Bonds Revenue Fund established pursuant to Section 4.04 hereof.
"Sales Tax Revenues" shall mean the proceeds received by the Issuer, as its share
determined in accordance with the Act from the levy and collection of the one-cent
discretionary infrastructure sales surtax pursuant to Chapter 212, Part I, Florida Statutes, as
such surtax may be extended from time to time.
"Serial Bonds" shall mean all of the Bonds other than the Capital Appreciation Bonds,
Term Bonds and Variable Rate Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless
of variations in maturity,interest rate,Amortization Installments or other provisions.
"Series 2017 Bond" shall mean the Issuer's Infrastructure Sales Surtax Revenue Bond
(City Hall Project),Series 2017 authorized pursuant to Section 2.02 hereof,or such other name or
names as shall be designated pursuant to the authorization in Section 2.02 hereof.
"State"shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate
and junior to the Bonds,issued in accordance with the provisions of Section 5.01 hereof.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Sections 7.01, 7.02 and 7.03 hereof.
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income tax
purposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
or by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by
Amortization Installments.
"Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage for the entire term thereof at the date of
issue.
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The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms, shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution;and the term"hereafter"shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02 Authority for Resolution. This Resolution is adopted pursuant to
the provisions of the Act.
SECTION 1.03 Resolution to Constitute Contract. In consideration of the
purchase and acceptance of any or all of the Bonds by those who shall hold the same from time
to time, the provisions of the Resolution shall be a part of the contract of the Issuer with the
Holders of the Bonds and shall be deemed to be and shall constitute a contract between the
Issuer and the Holders from time to time of the Bonds. The pledge made in the Resolution and
the provisions, covenants and agreements herein set forth to be performed by or on behalf of
the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of
said Bonds and the Insurers. All of the Bonds, regardless of the time or times of their issuance
or maturity, shall be of equal rank without preference, priority or distinction of any of the
Bonds over any other thereof except as expressly provided in or pursuant to the Resolution.
SECTION 1.04 Findings. It is hereby ascertained, determined and declared:
1. That the Issuer deems it necessary, desirable and in the best interests of the
Issuer and its citizens and to serve a paramount public purpose that the Initial Project be
constructed, designed,permitted,reconstructed, acquired and equipped.
2. That all or a portion of the Initial Project shall be financed by and/or reimbursed
from the proceeds of the Series 2017 Bond.
3. That the purposes for which the Bonds are being issued include the promotion of
the public health,welfare, safety and social benefit to the Issuer and its citizens.
4. That, as of the date hereof,the Pledged Revenues are not pledged or encumbered
in any manner and are estimated to be sufficient to pay the principal of and interest on the
Series 2017 Bond, as the same become due, and all other payments provided for in this
Resolution.
5. That the principal of and interest on the Bonds and all other payments provided
for in this Resolution will be payable solely from the Pledged Funds (including such additional
security as may be provided pursuant to Supplemental Resolution); and the ad valorem taxing
power of the Issuer will never be necessary or authorized to pay the principal of and interest on
the Bonds and, except as otherwise provided herein, the Bonds shall not constitute a lien upon
any property of the Issuer.
SECTION 1.05 Authorization of the Initial Project. The Issuer does hereby
authorize the temporary relocation, designing, permitting, acquisition, construction,
reconstruction and/or equipping of the capital improvements which comprise the Initial Project.
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ARTICLE II
AUTHORIZATION,TERMS,EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01 Authorization of Bonds. This Resolution creates an issue of
Bonds of the Issuer to be designated as "City of Zephyrhills, Florida, Infrastructure Sales Surtax
Revenue Bond" which may be issued in one or more Series as hereinafter provided. The
aggregate principal amount of the Bonds which may be executed and delivered under this
Resolution is not limited except as is or may hereafter be provided in this Resolution or as
limited by the Act or by law.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be
issued in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the Issuer may determine and
as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond
shall bear upon its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate
or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful
money of the United States of America on such dates; all as determined by Supplemental
Resolution of the Issuer.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof (or
such other amount as provided by Supplemental Resolution, provided further the Series 2017
Bond shall be issued in a minimum denomination of $100,000 and $1,000 integrals in excess
thereof), in such form, whether coupon or registered; shall be dated such date; shall bear such
numbers; shall be payable at such place or places; shall contain such redemption provisions;
shall have such Paying Agents and Registrars; shall mature in such years (not exceeding the
Maximum Permitted Maturity except in the case of the Series 2017 Bond as described in the
Supplemental Resolution relating to the Series 2017 Bond) and amounts; shall provide that the
proceeds thereof be used in such manner; may be Capital Appreciation Bonds, Serial Bonds,
Term Bonds or Variable Rate Bonds (provided, however, that the issuance of Variable Rate
Bonds which are Additional Bonds is subject to the provisions of Section 5.02D. hereof); all as
determined by Supplemental Resolution of the Issuer.
SECTION 2.02 Authorization and Description of Bonds. A Series of Bonds
entitled to the benefit, protection and security of this Resolution is hereby authorized in a
principal amount of$7,471,000 for the principal purposes of financing and/or reimbursing all or
a portion of the Costs of the Initial Project and paying certain costs of issuance incurred with
respect to such Series. Such Series shall be designated as, and shall be distinguished from the
Bonds of all other Series by the title "City of Zephyrhills, Florida, Infrastructure Sales Surtax
Revenue Bond (City Hall Project), Series 2017," provided the Issuer may change such
designation in the event that the total authorized amount of Series 2017 Bond is not issued as a
single series and/or are not issued in calendar year 2017.
The Series 2017 Bond shall be dated as of the date of delivery of the Series 2017 Bond to
the purchaser thereof or such other date as may be set forth by Supplemental Resolution of the
Issuer; shall be issued as a single fully registered Series 2017 Bond; shall be numbered "R-1'
shall be in such denominations and shall bear interest at a rate provided by the Supplemental
Resolution, payable in such mariner and on such dates; shall consist of such amounts of a Term
Bond; maturing in such amounts or Amortization Installments and in such years; shall be
payable in such place or places; and shall contain such redemption provisions; all as the Issuer
shall provide herein or hereafter by Supplemental Resolution.
The principal of or Redemption Price, if applicable, on the Series 2017 Bond and interest
payable on any Series 2017 Bond on any Interest Date will be paid by check or draft of the
Paying Agent to the Holder in whose name such Series 2017 Bond shall be registered at the
close of business on the date which shall be the fifteenth day (whether or not a business day) of
the calendar month next preceding such Interest Date, or by bank wire transfer or other
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electronic payment as designated by the Holder thereof, for the account of such Holder. In the
event the interest payable on any Series 2017 Bond is not punctually paid or duly provided for
by the Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose
name such Series 2017 Bond shall be registered at the close of business on a special record date
for the payment of such defaulted interest as established by notice to such Holder,not less than
ten days preceding such special record date. All payments of principal of or Redemption Price,
if applicable, and interest on the Series 2017 Bond shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts.
SECTION 2.03 Application of Series 2017 Bond Proceeds. Except as otherwise
provided by Supplemental Resolution, the proceeds derived from the sale of the Series 2017
Bond, including accrued interest and premium, if any, shall, simultaneously with the delivery
of the Series 2017 Bond to the purchaser thereof,be applied by the Issuer as follows:
1. Accrued interest, if any, shall be deposited in the Interest Account and shall be
used only for the purpose of paying the interest which shall thereafter become due on the Series
2017 Bond.
2. A sufficient amount of the Series 2017 Bond proceeds shall be applied to the
payment of costs and expenses relating to the issuance of the Series 2017 Bond which must be
paid upon delivery of the Series 2017 Bond. Such amount may, at the option of the Issuer, be
deposited in and disbursed from the Construction Fund or a subaccount created therein.
3. The balance of the Series 2017 Bond proceeds shall be deposited in a subaccount
in the Construction Fund to be created pursuant to Supplemental Resolution, to be used to pay
all or a portion of the Costs of the Initial Project.
SECTION 2.04 Execution of Bonds. The Bonds shall be executed in the name of
the Issuer with the manual or facsimile signature of the Mayor, countersigned with the manual
or facsimile signature of the President of the City Council, on behalf of the City Council, and the
official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile
signature of the Clerk. In case any one or more of the officers who shall have signed or sealed
any of the Bonds, or whose facsimile signature shall appear thereon shall cease to be such
officer of the Issuer before the Bonds so signed and sealed have been actually sold and
delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be
issued as if the person who signed or sealed such Bonds had not ceased to hold such office.
Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual
time of the execution of such Bond shall hold the proper office of the Issuer, although, at the
date of such Bond, such person may not have held such office or may not have been so
authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any
such persons who shall have held such offices at any time after the date of the adoption of this
Resolution,notwithstanding that either or both shall have ceased to hold such office at the time
the Bonds shall be actually sold and delivered.
SECTION 2.05 Authentication. No Bond of any Series (except for the Series 2017
Bond and any other Bond designated to be excepted by Supplemental Resolution) shall be
secured hereunder or be entitled to the benefit hereof or shall be valid or obligatory for any
purpose unless there shall be manually endorsed on such Bond a certificate of authentication by
the Registrar or such other entity as may be approved by the Issuer for such purpose. Such
certificate on any Bond (except for the Series 2017 Bond and any other Bond designated to be
excepted by Supplemental Resolution) shall be conclusive evidence that such Bond has been
duly authenticated and delivered under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.10 hereof.
SECTION 2.06 Temporary Bonds. Until the definitive Bonds of any Series are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.04 hereof, and
deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof, if applicable, in
lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the
8
definitive Bonds, except as to the denominations thereof, one or more temporary Bonds
substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds
are issued, in denominations authorized by the Issuer by Supplemental Resolution, and with
such omissions, insertions and variations as may be appropriate to temporary Bonds. The
Issuer, at its own expense, shall prepare and execute definitive Bonds, which,if applicable, shall
be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange,
the Registrar, without charge to the Holder thereof, shall deliver in exchange therefore
definitive Bonds, of the same aggregate principal amount and Series and maturity as the
temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be
entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution.
All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a
definitive Bond or Bonds shall be forthwith canceled by the Registrar.
SECTION 2.07 Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond
shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue
and deliver, and the Registrar shall, if applicable, authenticate, a new Bond of like tenor as the
Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds will be exchanged for Serial
Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in
exchange and substitution for such mutilated Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon
the Holder furnishing the Issuer and the Registrar proof of such Holder's ownership thereof
and satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer
and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be
canceled by the Registrar. If any of the Bonds shall have matured or be about to mature,instead
of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon
being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent
as all other Bonds issued hereunder.
SECTION 2.08 Transfer. Bonds, upon surrender thereof at the office of the
Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by
the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of
the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds
of the same Series, maturity of any other authorized denominations and type (e.g., Serial Bonds
will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for
Capital Appreciation Bonds).
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and
keep, at the office of the Registrar,books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof
in person or by such Holder's attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly executed and
guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any
such Bond, the Issuer shall issue, and, if applicable, cause to be authenticated, in the name of the
transferee a new Bond or Bonds of the same aggregate principal amount and Series and
maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary
of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be
registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond
9
shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal
or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all
such payments so made to any such Holder or upon such Holder's order shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums
so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the
Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series
of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of
any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and
holdings of Bondholders and any other relevant information reflected in the registration books.
Unless otherwise provided by Supplemental Resolution, any Paying Agent of any fully
registered Bond shall effect payment of interest on such Bonds by mailing a check or draft to the
Holder entitled thereto or may, in lieu thereof, upon the request of such Holder, transmit such
payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar, if applicable, shall authenticate and deliver
such Bonds in accordance with the provisions of this Resolution. Execution of Bonds pursuant
to Section 2.04 hereof for purposes of exchanging, replacing or transferring Bonds may occur at
the time of the original delivery of the Series of which such Bonds are a part. All Bonds
surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping
until directed by the Issuer to be canceled by the Registrar. For every such exchange or transfer
of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax,
fee, expense or other governmental charge required to be paid with respect to such exchange or
transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or
transfer of Bonds of any Series during the fifteen days next preceding an Interest Date on the
Bonds of such Series (other than Variable Rate Bonds), or, in the case of any proposed
redemption of Bonds of such Series, then during the fifteen days next preceding the date of the
first mailing of notice of such redemption and continuing until such redemption date.
SECTION 2.09 Coupon Bonds; Capital Appreciation Bonds; Variable Rate
Bonds. The Issuer, at its discretion, may by Supplemental Resolution authorize the issuance of
coupon Bonds, registrable as to principal only or as to both principal and interest, Capital
Appreciation Bonds or Variable Rate Bonds. Such Supplemental Resolution shall provide for
the negotiability, transfer, interchangeability, denominations and form of such Bonds and, if
applicable, coupons appertaining thereto. Coupon Bonds (other than Taxable Bonds) shall only
be issued if an opinion of Bond Counsel is received to the effect that issuance of such coupon
Bonds will not adversely affect the exclusion from gross income of interest earned on such
Bonds for federal income tax purposes.
SECTION 2.10 Form of Bonds. The text of the Bonds (other than the Series 2017
Bond which text will be approved by Supplemental Resolution), except as otherwise provided
pursuant to Section 2.09 hereof (the form of which shall be provided by Supplemental
Resolution of the Issuer) shall be in substantially the following form with such non-material
omissions, insertions and variations as may be necessary and/or desirable and approved by the
Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be
presumed by the Issuer's delivery of the Bonds to the purchaser or purchasers thereof):
10
No.R- $
CITY OF ZEPHYRHILLS,FLORIDA
INFRASTRUCTURE SALES SURTAX REVENUE BOND,SERIES
Interest Rate Maturity Date Date of Original Issue CUSIP
1,
1 Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Zephyrhills, Florida, a
municipality created and existing under and by virtue of the laws of the State of Florida (the
"Issuer"), for value received,hereby promises to pay, solely from the Pledged Funds hereinafter
described, to the Registered Holder identified above, or registered assigns as hereinafter
provided, on the Maturity Date identified above, the Principal Amount identified above and
interest on such Principal Amount from the Date of Original Issue identified above or from the
most recent interest payment date to which interest has been paid at the Interest Rate per
annum identified above on April 1 and October 1 of each year commencing _ 1,
until such Principal Amount shall have been paid, except as the provisions hereinafter set
forth with respect to redemption prior to maturity may be or become applicable hereto. Interest
on this Bond shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.
Such Principal Amount and interest and the redemption premium, if any, on this Bond
are payable in any coin or currency of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private debts.
Such Principal Amount and the redemption premium, if any, on this Bond, are payable, upon
presentation and surrender hereof, at the designated corporate trust office of
, as Paying Agent. Payment of each installment
of interest shall be made to the person in whose name this Bond shall be registered on the
registration books of the Issuer maintained by , as
Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a
business day) of the calendar month next preceding each interest payment date and shall be
paid by a check or draft of such Paying Agent mailed to such Registered Holder at the address
appearing on such registration books or, at the option of such Paying Agent, and at the request
and expense of such Registered Holder, by bank wire transfer for the account of such Holder.
In the event interest payable on this Bond is not punctually paid or duly provided for by the
Issuer on such interest payment date, payment of each installment of such defaulted interest
shall be made to the person in whose name this Bond shall be registered at the close of business
on a special record date for the payment of such defaulted interest as established by notice to
such Registered Holder,not less than ten days preceding such special record date.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate,
denomination and number,issued to finance and/or reimburse the cost of temporary relocation,
designing, permitting, acquisition, construction, reconstruction and/or equipping of
under the authority of and in full compliance with Constitution and laws
of the State of Florida, Chapter 166, Florida Statutes, Chapter 212, Florida Statutes, Chapter 218,
Part IV, Florida Statutes, the Charter of the Issuer, Ordinance No. 12-16 enacted by the Board of
County Commissioners of Pasco County, Florida on July 10, 2012, and a successful referendum
conducted thereunder on November 6, 2012 where the one-cent local infrastructure sales surtax
was extended through December 31, 2024 (collectively, the "Act"), and a resolution duly
adopted by the City Council of the Issuer on October 23, 2017, as amended and supplemented
from time to time, and as particularly supplemented by a resolution duly adopted by the City
Council of the Issuer on , 20_ (collectively, the "Resolution"), and is subject to the
11
terms and conditions of the Resolution. Capitalized undefined terms used herein shall have the
meaning ascribed thereto in the Resolution.
The Bonds and the interest thereon are payable solely from and secured by a lien upon
and a pledge of Pledged Revenues, and until applied in accordance with the provisions of the
Resolution, all moneys, including investments thereof, in certain of the funds and accounts
established by the Resolution, all in the manner and to the extent described in the Resolution
(collectively,the "Pledged Funds").
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT
THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE
PRINCIPAL, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND
THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE
EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL,
REDEMPTION PREMIUM, IF ANY, OR INTEREST. THIS BOND AND THE OBLIGATION
EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE
ISSUER OTHER THAN THE PLEDGED FUNDS, AND SHALL CONSTITUTE A LIEN ONLY
ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS IN THE MANNER
AND TO THE EXTENT DESCRIBED IN THE RESOLUTION.
Neither the members of the City Council of the Issuer nor any person executing this
Bond shall be liable personally hereon or be subject to any personal liability or accountability by
reason of the issuance hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
[This Bond shall not be valid or become obligatory for any purpose until the Certificate
of Authentication hereon shall have been signed by the Registrar.]
IN WITNESS WHEREOF, the City of Zephyrhills, Florida has caused this Bond to be
signed by its Mayor, countersigned by the President of the City Council, on behalf of the City
Council, either manually or with facsimile signature, and the seal of the Issuer to be affixed
hereto or imprinted or reproduced hereon, and attested by the Clerk of the Issuer, either
manually or with facsimile signature, and this Bond to be dated the Date of Issuance set forth
above.
CITY OF ZEPHYRHILLS,FLORIDA
(SEAL)
By:
Mefae,kc40
ayor Gene itfield
COUNTERSIGNED:
By: (A)
Name: W. ALan K fight
Title: President of .ity Council
*TESTED: e^
•
By: 344/.././ : • %/
Name Lori L. Human
,Title: City Clerk
12
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Resolution.
DATE OF AUTHENTICATION: CITY OF ZEPHYRHILLS,FLORIDA, as Registrar
By
Authorized Officer
[Provisions on Reverse Side of Bond]
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by such Holder's attorney duly authorized in
writing, upon the surrender of this Bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate
principal amount shall be issued to the transferee in exchange therefore, and upon the payment
of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered
Bonds in the denominations of $5,000 and integral multiples thereof, not exceeding the
aggregate principal amount of the Bonds maturing on the same date. The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner
hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any
exchange or transfer of the Bonds during the fifteen days next preceding an interest payment
date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days next
preceding the date of the first mailing of notice of such redemption.
13
[INSERT REDEMPTION PROVISIONS]
Notice of redemption, unless waived, is to be given by the Registrar by mailing an
official redemption notice by registered or certified mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the Registered Holders of the Bonds to be
redeemed at such Holders' addresses shown on the registration books maintained by the
Registrar or at such other addresses as shall be furnished in writing by such Registered Holders
to the Registrar. Provided,however, that no defect in any such notice to any Registered Holder
of Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor
failure of any such Registered Holder to receive such notice shall in any manner defeat the
effectiveness of a call for redemption as to all other Registered Holders of Bonds to be
redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear
interest. It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
ASSIGNMENT
FOR VALUE RECEIVED,the undersigned sells,assigns and transfers unto
[Insert Name, Address,Social Security or Other Identifying Number of Assignee]
the within Bond and does hereby irrevocably constitute and appoint as
attorneys to register the transfer of the said Bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of the New
York Stock Exchange or a commercial
bank or trust company.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
The following abbreviations, when used in the inscription on the face of the within Bond, shall
be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
UNIF TRANS MIN ACT--
(Gust.)
Custodian for
14
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
STATEMENT OF INSURANCE
[IF APPLICABLE,INSERT INSURER LANGUAGE]
15
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01 Privilege of Redemption. The terms of this Article III shall apply
to redemption of Bonds other than Variable Rate Bonds. The terms and provisions relating to
redemption of Variable Rate Bonds shall be provided by Supplemental Resolution.
SECTION 3.02 Selection of Bonds to be Redeemed. Unless otherwise provided
by Supplemental Resolution, the Bonds shall be redeemed only in the principal amount of
$5,000 each and integral multiples thereof. The Issuer shall, at least sixty days prior to the
redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the
Registrar of such redemption date and of the principal amount of Bonds to be redeemed.
Unless otherwise provided by Supplemental Resolution, for purposes of any redemption of less
than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected not more than forty-five days prior to the redemption
date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by
the Issuer by such method as the Registrar shall deem fair and appropriate and which may
provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of
$5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
SECTION 3.03 Notice of Redemption. Unless waived by any Holder of Bonds to
be redeemed, notice of any redemption made pursuant to this section shall be given by the
Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by registered
or certified mail at least thirty days and not more than sixty days prior to the date fixed for
redemption to each Holder of Bonds to be redeemed at the address of such Holder shown on
the registration books maintained by the Registrar or at such other address as shall be furnished
in writing by such Holder to the Registrar; provided, however, that no defect in any notice
given pursuant to this Section to any Holder of Bonds to be redeemed nor failure to give such
notice shall in any manner defeat the effectiveness of a call for redemption as to all other
Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
1. the redemption date,
2. the Redemption Price,
3. if less than all Outstanding Bonds are to be redeemed, the number (and,
in the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
4. that, on the redemption date, the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
5. that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the
Registrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
16
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date(unless the Issuer shall default
in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the Redemption Price. Installments of interest due on or
prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the Holder a new
Bond or Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Bond. All Bonds which have been redeemed shall be canceled and destroyed by the
Registrar and shall not be reissued.
Notwithstanding the foregoing or any other provision hereof, notice of optional
redemption pursuant to this Section 3.03 may be conditioned upon the occurrence or non-
occurrence of such event or events as shall be specified in such notice of optional redemption
and may also be subject to rescission by the Issuer if expressly set forth in such notice.
SECTION 3.04 Redemption of Portions of Bonds. Any Bond which is to be
redeemed only in part shall be surrendered at any place of payment specified in the notice of
redemption (with due endorsement by, or written instrument of transfer in form satisfactory to,
the Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Issuer shall execute and, if applicable, the Registrar shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of the same
interest rate and maturity, and of any authorized denomination as requested by such Holder, in
an aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bonds so surrendered.
SECTION 3.05 Payment of Redeemed Bonds. Notice of redemption having been
given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Issuer shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or
Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which
have been redeemed shall be canceled by the Registrar and shall not be reissued.
ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 4.01 Bonds not to be Indebtedness of Issuer. THE BONDS SHALL
NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE ISSUER
AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY
FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE ENTITLED TO
PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE ISSUER EXCEPT FROM THE
PLEDGED FUNDS IN THE MANNER PROVIDED HEREIN.
The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.02 Security for Bonds. The payment of the principal of, Redemption
Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by
a pledge of and lien upon the Pledged Funds. The Issuer does hereby irrevocably pledge the
Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and
interest on the Bonds in accordance with the provisions hereof.
17
SECTION 4.03 Construction Fund. The Issuer covenants and agrees to establish
a separate fund in a bank or trust company in the State, which is eligible under the laws of such
State to receive funds of the Issuer, to be known as the "City of Zephyrhills, Florida
Infrastructure Sales Surtax Revenue Bonds Construction Fund" (the"Construction Fund")which
shallbe used only for payment of the Cost of the Project. Moneys in the Construction Fund
which derive from a particular Series of Bonds,until applied in payment of any item of the Cost
of the Project, in the manner hereinafter provided, shall be held in trust by the Issuer and shall
be subject to a lien and charge in favor of the Holders of such Series of Bonds and for the further
security of such Holders. The Issuer shall establish subaccounts in the Construction Fund to
secure each particular Series of Bonds pursuant to Supplemental Resolution.
SECTION 4.04 Funds and Accounts. The Issuer covenants and agrees to
establish with a bank or trust company in the State of Florida, which is eligible under the laws
of such State to receive funds of the Issuer, separate funds to be known as the "City of
Zephyrhills, Florida Infrastructure Sales Surtax Revenue Bonds Revenue Fund" (the "Revenue
Fund") and the "City of Zephyrhills, Florida Infrastructure Sales Surtax Revenue Bonds Debt
Service Fund" (the "Debt Service Fund"). The Issuer shall maintain in the Revenue Fund two
accounts: the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The
Issuer shall maintain in the Debt Service Fund four accounts: the "Interest Account," the
"Principal Account," the "Bond Amortization Account," and the "Reserve Account." Moneys in
the aforementioned funds and accounts, other than the Unrestricted Revenue Account, until
applied in accordance with the provisions hereof,shall be subject to a lien and charge in favor of
the Holders and for the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more qualified
depositories to hold, for the benefit of the Bondholders, any one or more of the funds and
accounts established hereby. Such depository or depositories shall perform at the direction of
the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and
from each of such funds and accounts as herein set forth, and all records of such depositary in
performing such duties shall be open at all reasonable times to inspection by the Issuer and its
agents and employees.
SECTION 4.05 Flow of Funds.
A. Beginning on the date the Series 2017 Bond is issued, the Issuer shall deposit the
Pledged Revenues, and any direct subsidy payments received by the Issuer from the United
States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar
payments made by the Federal government, into the Restricted Revenue Account promptly
upon receipt thereof. The moneys in the Restricted Revenue Account shall be deposited or
credited on or before the 21st day of each month, commencing with the month in which
delivery of the Series 2017 Bond shall be made to the purchaser or purchasers thereof, in the
following manner and in the following order of priority:
1. Interest Account. The Issuer shall deposit into or credit to the Interest
Account the sum which, together with the balance in said Account, shall equal the
interest on all Outstanding Bonds accrued and unpaid and to accrue to the end of the
then current calendar month. Moneys in the Interest Account shall be used to pay
interest on the Bonds as and when the same become due, whether by redemption or
otherwise, and for no other purpose. The Issuer shall adjust the amount of the deposit
into the Interest Account not later than the month immediately preceding any Interest
Date so as to provide sufficient moneys in the Interest Account to pay the interest on the
Bonds coming due on such Interest Date. Any direct subsidy payments received by the
Issuer from the United States Treasury relating to Direct Subsidy Bonds or any other
interest subsidy or similar payments made by the Federal government shall be used to
pay interest on Bonds issued as Direct Subsidy Bonds.
2. Principal Account. Next, the Issuer shall deposit into or credit to the
Principal Account the sum which, together with the balance in said Account, shall equal
the principal amounts on all Outstanding Bonds due and unpaid and that portion of the
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principal next due within one year which would have accrued on said Bonds during the
then current calendar month if such principal amounts were deemed to accrue monthly
(assuming that a year consists of twelve equivalent calendar months of thirty days each)
in equal amounts from the next preceding principal payment due date, or, if there is no
such preceding principal payment due date, from a date one year preceding the due
date of such principal amount. Moneys in the Principal Account shall be used to pay the
principal of the Bonds as and when the same shall mature, and for no other purpose.
The Issuer shall adjust the amount of deposit to the Principal Account not later than the
month immediately preceding any principal payment date so as to provide sufficient
moneys in the Principal Account to pay the principal on Bonds becoming due on such
principal payment date.
3. Bond Amortization Account. Commencing in the month which is one
year prior to any Amortization Installment due date, the Issuer shall deposit into or
credit to the Bond Amortization Account the sum which, together with the balance in
said Account, shall equal the Amortization Installments on all Bonds Outstanding due
and unpaid and that portion of the Amortization Installments of all Bonds Outstanding
next due which would have accrued on such Bonds during the then current calendar
month if such Amortization Installments were deemed to accrue monthly (assuming
that a year consists of twelve equivalent calendar months having thirty days each) in
equal amounts from the next preceding Amortization Installment due date, or, if there is
no such preceding Amortization Installment due date, from a date one year preceding
the due date of such Amortization Installment. Moneys in the Bond Amortization
Account shall be used to purchase or redeem Term Bonds in the manner herein
provided, and for no other purpose. The Issuer shall adjust the amount of the deposit
into the Bond Amortization Account not later than the 21st of each month immediately
preceding any date for payment of an Amortization Installment so as to provide
sufficient moneys in the Bond Amortization Account to pay the Amortization
Installments on the Bonds coming due on such date. Payments to the Bond
Amortization Account shall be on a parity with payments to the Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any
Amortization Installment (together with amounts accumulated in the Interest Account
with respect to interest, if any, on the Term Bonds for which such Amortization
Installment was established) may be applied by the Issuer, on or prior to the sixtieth day
preceding the due date of such Amortization Installment (a) to the purchase of Term
Bonds of the Series and maturity for which such Amortization Installment was
established, at a price not greater than the Redemption Price at which such Term Bonds
may be redeemed on the first date thereafter on which such Term Bonds shall be subject
to redemption, or (b) to the redemption at the applicable Redemption Price of such Term
Bonds, if then redeemable by their terms. The applicable Redemption Price(or principal
amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be
deemed to constitute part of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount of such Account. As soon
as practicable after the sixtieth day preceding the due date of any such Amortization
Installment, the Issuer shall proceed to call for redemption on such due date,by causing
notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and
maturity for which such Amortization Installment was established (except in the case of
Term Bonds maturing on an Amortization Installment date) in such amount as shall be
necessary to complete the retirement of the unsatisfied balance of such Amortization
Installment. The Issuer shall pay out of the Bond Amortization Account and the Interest
Account to the appropriate Paying Agents, on or before the day preceding such
redemption date (or maturity date), the amount required for the redemption (or for the
payment of such Term Bonds then maturing), and such amount shall be applied by such
Paying Agents to such redemption (or payment). All expenses in connection with the
purchase or redemption of Term Bonds shall be paid by the Issuer from the Revenue
Fund.
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4. Reserve Account. Next, the Issuer shall deposit into or credit to the
Reserve Account and/or any subaccount hereafter created therein a sum sufficient to
maintain therein an amount equal to the applicable Reserve Account Requirement.
Moneys in the Reserve Account (or any subaccount therein) shall be used only for the
purpose of the payment of maturing principal, interest or Amortization Installments on
the Bonds which are secured thereby when the other moneys in the Debt Service Fund
are insufficient therefore, and for no other purpose. However,whenever the moneys on
deposit in the Reserve Account (or any subaccount therein) exceed the applicable
Reserve Account Requirement, such excess shall be withdrawn and deposited into the
Interest Account.
Upon the issuance of any Additional Bonds under the terms, limitations and
conditions as herein provided,the Issuer may, on the date of delivery of such Additional
Bonds, create and establish a separate subaccount in the Reserve Account to secure such
Series of Bonds, and may also establish an applicable Reserve Account Requirement.
Such required sum may be paid in full or in part from the proceeds of such Additional
Bonds.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits
into the Reserve Account (or any subaccounts therein), subject to the written consent of
the Insurer or Insurers, the Issuer may, at any time, cause to be deposited into the
Reserve Account (or any subaccounts therein) a surety bond, irrevocable letter of credit,
guaranty or an insurance policy for the benefit of the applicable Bondholders in an
amount equal to the difference between the applicable Reserve Account Requirement
and the sums then on deposit in the Reserve Account and/or subaccount therein. Such
surety bond, irrevocable letter of credit, guaranty or insurance policy shall be payable to
the Paying Agent (upon the giving of notice as required thereunder) on any Interest
Date on which a deficiency exists which cannot be cured by funds in any other fund or
account held pursuant to this Resolution and available for such purpose. Repayment of
draws made from a surety bond, irrevocable letter of credit, guaranty or an insurance
policy provided pursuant to this paragraph, shall be made in accordance with a
Supplemental Resolution.
Whenever the amount in the Reserve Account or any subaccount therein,
together with the other amounts in the Debt Service Fund, are sufficient to fully pay all
applicable Outstanding Bonds in accordance with their terms (including principal or
applicable Redemption Price and interest thereon), the funds on deposit in the Reserve
Account (or any subaccounts therein) may be transferred to the other accounts of the
Debt Service Fund for the payment of such Bonds.
5. Unrestricted Revenue Account. The balance of any moneys after the
deposits required by Sections 4.05A.1. through 4.05A.4. hereof have been made in full
may be transferred, at the discretion of the Issuer, to the Unrestricted Revenue Account
or to any other appropriate fund or account of the Issuer and be used for any lawful
purpose,including the payment of Subordinated Indebtedness.
B. The Issuer, in its discretion, may use moneys in the Principal Account and the
Interest Account to purchase or redeem Bonds coming due on the next principal payment date,
provided such purchase or redemption does not adversely affect the Issuer's ability to pay the
principal or interest coming due on such principal payment date on the Bonds not so purchased
or redeemed.
C. At least one business day prior to the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such
principal or Redemption Price, if applicable, or interest and deposit such moneys with the
Paying Agent for the Bonds to be paid.
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SECTION 4.06 Investments. The Construction Fund, the Restricted Revenue
Account and the Debt Service Fund shall be continuously secured in the manner by which the
deposit of public funds is authorized to be secured by the laws of the State and the investment
policy of the Issuer. Moneys on deposit in the Construction Fund, the Restricted Revenue
Account and the Debt Service Fund may be invested and reinvested in Permitted Investments
maturing no later than the date on which the moneys therein will be needed. Any and all
income received by the Issuer from the investment of moneys in each of the Construction Fund,
the Interest Account, the Principal Account, the Bond Amortization Account, the Reserve
Account or any subaccounts therein (but only to the extent that the amount therein is less than
the applicable Reserve Account Requirement) and the Restricted Revenue Account shall be
retained in such respective Fund or Account unless otherwise required by applicable law. To
the extent that the amount in the Reserve Account or any subaccounts therein is equal to or
greater than the applicable Reserve Account Requirement, any and all income received by the
Issuer from the investment of moneys therein shall be transferred, upon receipt, and deposited
into the Interest Account.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book-entry form on the books of the Department of the Treasury of the United States.
SECTION 4.07 Separate Accounts. The moneys required to be accounted for in
each of the foregoing funds and accounts established herein may be deposited in a single bank
account, and funds allocated to the various funds and accounts established herein may be
invested in a common investment pool, provided that adequate accounting records are
maintained to reflect and control the restricted allocation of the moneys on deposit therein and
such investments for the various purposes of such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self-balancing funds as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain
purposes and to establish certain priorities for application of such revenues as herein provided.
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS,AND COVENANTS OF ISSUER
SECTION 5.01 Subordinated Indebtedness. The Issuer will not issue any other
obligations, except under the conditions and in the manner provided herein, payable from the
Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge having priority to or being on a parity with the lien thereon in
favor of the Bonds and the interest thereon. The Issuer may at any time or from time to time
issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and
which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge
shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged
Funds created by this Resolution. The Issuer shall have the right to covenant with the holders
from time to time of any Subordinated Indebtedness to add to the conditions, limitations and
restrictions under which any Additional Bonds may be issued pursuant to Section 5.02 hereof.
The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become
due.
SECTION 5.02 Issuance of Additional Bonds. No Additional Bonds, payable on
a parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except
upon the conditions and in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for any one or more of the following purposes: financing or
refinancing the Cost of an Additional Project, or the completion thereof or of the Initial Project
of the Issuer, or refinancing Subordinate Indebtedness.
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No such Additional Bonds shall be issued unless the following conditions are complied
with:
A. There shall have been obtained and filed with the Issuer a statement of the
Finance Director (1) setting forth the amount of the Pledged Revenues which have been
received by the Issuer during twelve out of the previous eighteen months; and (2) stating that
the amount of the Pledged Revenues received during the aforementioned twelve month period
equaled at least 1.50 times the Maximum Annual Debt Service of all Bonds then Outstanding
including such proposed Additional Bonds with respect to which such statement is made
(together with Policy Costs). "Policy Costs" means any repayment or payment obligations due
and owing in connection with on any surety bond on deposit in the Reserve Account. In the
event the Act is amended to provide for additional Pledged Revenues to be distributed to the
Issuer, the Issuer may then for the purpose of determining whether there are sufficient Pledged
Revenues to meet the coverage tests specified in this Section 5.02A., have the Finance Director
assume that such additional Pledged Revenues were in effect during the applicable Fiscal Year.
B. For the purposes of the covenants contained in this Section 5.02, Annual Debt
Service with respect to Variable Rate Bonds shall be determined assuming that such
obligations bear interest at the higher of 6.00% per annum or the actual interest rate borne
during the month immediately preceding the date of calculation. The foregoing
notwithstanding, for purposes of calculating Annual Debt Service, any Variable Rate Bonds
with respect to which the Issuer has entered into an interest rate swap or interest rate cap for a
notional amount equal to the principal amount of such variable rate indebtedness shall be
treated for purposes of this Section 5.02 as bearing interest at a fixed rate equal to the fixed rate
payable by the Issuer under the interest rate swap, or the capped rate provided by the interest
rate cap.
C. For the purposes of the covenants contained in this Section 5.02, if there has been
a reduction in the amount of any direct subsidy payment originally expected to be received by
the Issuer from the United States Treasury relating to Direct Subsidy Bonds pursuant to the
Sequestration Transparency Act of 2012 (P.L. 112-155), or any like law or administrative rule,
that reduction should be taken into account is estimating Maximum Annual Debt Service.
D. Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds
issued pursuant to this Resolution. All Bonds, regardless of the time or times of their issuance,
shall rank equally with respect to their lien on the Pledged Funds and their sources and security
for payment therefrom without preference of any Bond over any other.
E. In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Outstanding, the conditions of this Section 5.02 shall not apply, provided that the
issuance of such Additional Bonds shall not result in an increase in the aggregate amount of
Annual Debt Service on the Outstanding Bonds becoming due in the current Bond Year or in
any subsequent Bond Years. The conditions of Section 5.02A. hereof shall apply to Additional
Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for
refunding purposes which cannot meet the conditions of this paragraph.
F. The Issuer shall receive the prior written consent of the Insurer or Insurers prior
to the issuance of any Variable Rate Bonds secured by the Pledged Funds; provided, however,
that such written consent may be in the form of a covenant made for the benefit of the Insurer or
Insurers in a Supplemental Resolution.
G. The final maturity date of any Additional Bonds shall not be later than the
Maximum Permitted Maturity.
SECTION 5.03 Bond Anticipation Notes. Subject to Sections 5.01 or 5.02 hereof,
the Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms
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and details and be secured in such manner, not inconsistent with this Resolution, as shall be
provided by Resolution of the Issuer.
SECTION 5.04 Books and Records. The Issuer will keep books and records of
the receipt of the Pledged Revenues in accordance with generally accepted accounting
principles, and any Holder or Holders of Bonds shall have the right at all reasonable times to
inspect the records, accounts and data of the Issuer relating thereto.
SECTION 5.05 Annual Audit. The Issuer shall, within a reasonable amount of
time after the close of each Fiscal Year, cause the financial statements of the Issuer to be
properly audited by a recognized independent certified public accountant or recognized
independent firm of certified public accountants, and shall require such accountants to
complete their report on the annual financial statements in accordance with applicable law.
Such annual financial statements shall contain, but not be limited to, a balance sheet, a
statement of revenues, expenditures and changes in fund balance, and any other statements as
required by law or accounting convention. The annual financial statements shall be prepared in
conformity with generally accepted accounting principles. A copy of the audited financial
statements for each Fiscal Year shall be furnished to any Holder of a Bond who shall have
furnished such Holder's address to the Clerk and requested in writing that the same be
furnished to such Holder. The Issuer shall be permitted to make a reasonable charge for
furnishing such audited financial statements.
SECTION 5.06 No Impairment. As long as there are Bonds Outstanding
hereunder, the pledging of the Pledged Funds in the manner provided herein shall not be
subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceedings of the City Council of the Issuer.
SECTION 5.07 Collection of Pledged Revenues. The Issuer covenants to do all
things necessary on its part to continue the receipt of the Pledged Revenues in compliance with
the Act and any successor provision of law governing the same. The Issuer will proceed
diligently to perform legally and effectively all steps required on its part to receive the Pledged
Revenues and shall exercise all legally available remedies to enforce such collections now or
hereafter available under State law.
SECTION 5.08 Federal Income Tax Covenants;Taxable Bonds.
1. The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that it shall not use the proceeds of such Series of Bonds in any manner which
would cause the interest on such Series of Bonds to be or become includable in the gross income
of the Holder thereof for federal income tax purposes.
2. The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make
any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the
Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds" within
the meaning of Section 148 of the Code and neither the Issuer nor any other Person shall do any
act or fail to do any act which would cause the interest on such Series of Bonds to become
includable in the gross income of the Holder thereof for federal income tax purposes.
3. The Issuer hereby covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the
exclusion of interest on such Bonds from the gross income of the Holder thereof for federal
income tax purposes, including, in particular, the payment of any amount required to be
rebated to the U.S.Treasury pursuant to the Code.
4. The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the
interest on which is (or may be) includable in the gross income of the Holder thereof for federal
income tax purposes, so long as each Bond of such Series states in the body thereof that interest
payable thereon is (or may be) subject to federal income taxation and provided that the issuance
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thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or
become includable in the gross income of the Holder thereof for federal income tax purposes.
The covenants set forth in paragraphs 1., 2. and 3. above shall not apply to the any Taxable
Bonds.
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01 Events of Default. The following events shall each constitute an
"Event of Default:"
A. The Issuer shall fail to make a payment of the principal of, Amortization
Installment,redemption premium or interest on any Bond when such payment becomes due.
B. There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
C. The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution
or any Supplemental Resolution on the part of the Issuer to be performed, and such default
•
shall continue for a period of thirty days after written notice of such default shall have been
received from the Holders of not less than twenty-five percent (25%) of the aggregate principal
amount of Bonds Outstanding or the Insurer of such amount of Bonds. Notwithstanding the
foregoing, the Issuer shall not be deemed in default hereunder if such default can be cured
within a reasonable period of time and if the Issuer in good faith institutes curative action and
diligently pursues such action until the default has been corrected, but not to exceed 60 days
from the date of the original default.
SECTION 6.02 Remedies. Any Holder of Bonds issued under the provisions of
this Resolution or any trustee or receiver acting for such Bondholders may either at law or in
equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights under the laws of the State, or granted and contained in
this Resolution, and may enforce and compel the performance of all duties required by this
Resolution, a Supplemental Resolution or by any applicable statutes to be performed by the
Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of
the rights of such Bondholders and such certificate shall be executed by such Bondholders or
their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk.
Notice of such appointment, together with evidence of the requisite signatures of the Holders of
not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding
and the trust instrument under which the trustee shall have agreed to serve shall be filed with
the Issuer and the trustee and notice of appointment shall be given to all Holders of Bonds in
the same manner as notices of redemption are given hereunder. After the appointment of the
first trustee hereunder, no further trustees may be appointed; however, the Holders of a
majority in aggregate principal amount of all the Bonds then Outstanding may remove the
trustee initially appointed and appoint a successor and subsequent successors at any time.
Notwithstanding anything herein or in a Supplemental Resolution hereafter adopted,
acceleration of any Bonds is not a remedy in the Event of a Default.
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SECTION 6.03 Directions to Trustee as to Remedial Proceedings. The Holders
of a majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any
then Outstanding Bonds who is not in default in the performance of any of its obligations under
its Insurance Policy) have the right, by an instrument or concurrent instruments in writing
executed and delivered to the trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the trustee hereunder on behalf of such Holders, provided that such
direction shall not be otherwise than in accordance with law or the provisions hereof, and that
the trustee shall have the right to decline to follow any such direction which in the opinion of
the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04 Remedies Cumulative. No remedy herein conferred upon or
reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 6.05 Waiver of Default. No delay or omission of any Bondholder to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default, or an acquiescence therein; and every
power and remedy given by Section 6.02 of this Resolution to the Bondholders may be exercised
from time to time, and as often as may be deemed expedient.
SECTION 6.06 Application of Moneys After Default. If an Event of Default
shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for
the purpose shall apply all Pledged Funds as follows and in the following order:
1. To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver,Registrar and Paying Agent hereunder; and
2. To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons
entitled thereto,without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid principal
of any of the Bonds which shall have become due at maturity or as Amortization
Installments upon mandatory redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held pursuant to the provisions of
Section 8.01 of this Resolution), in the order of their due dates, with interest upon such
Bonds from the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the payment of such principal,
ratably according to the amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for
optional redemption pursuant to the provisions of this Resolution.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01 Supplemental Resolutions without Bondholders' Consent. The
Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without
the consent of the Bondholders (which Supplemental Resolutions shall thereafter form a part
hereof)for any of the following purposes:
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1. To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
2. To grant to or confer upon the Bondholders arty additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
3. To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter
to be observed.
4. To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or
power herein reserved to or conferred upon the Issuer.
5. To specify and determine the matters and things referred to in Sections 2.01, 2.02
or 2.09 hereof, and also any other matters and things relative to such Bonds which are not
contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or
rescind any such authorization, specification or determination at any time prior to the first
delivery of such Bonds.
6. To change or modify the description of the Initial Project or any Additional
Project.
7. To specify and determine matters necessary or desirable for the issuance of
Variable Rate Bonds.
8. To make any other change that, in the reasonable opinion of the Issuer, would
not materially adversely affect the security for the Bonds.
SECTION 7.02 Supplemental Resolutions with Bondholders' Consent. Subject
to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the
Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then
Outstanding shall have the right, from time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the adoption of such Supplemental
Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of
supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Resolution; provided, however, that if such
modification or amendment will, by its terms, not take effect so long as any Bonds of any
specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall
not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any
calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which
is adopted in accordance with the provisions of this Section 7.02 shall also require the written
consent of the Insurer of any Bonds which are Outstanding at the time such Supplemental
Resolution shall take effect. No Supplemental Resolution may be approved or adopted which
shall permit or require (A) an extension of the maturity of the principal of or the payment of the
interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or
the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge
of other than the lien and pledge created by this Resolution which adversely affects any
Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds,
or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Resolution. Nothing herein contained, however, shall be construed as making
necessary the approval by Bondholders of the adoption of any Supplemental Resolution as
authorized in Section 7.01 hereof.
If, at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to
give notice of the proposed adoption of such Supplemental Resolution and the form of consent
to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they
26
appear on the registration books. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The Issuer shall not,however,be subject to
any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility to any Holder of any Bond,
whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented
to and approved the adoption thereof as herein provided,no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer
and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03 Supplemental Resolutions with Insurer's Consent in lieu of
Bondholders' Consent. Notwithstanding any provisions of Section 7.02 above to the contrary,
if the Insurer of a particular Series of Bonds is not then in default in the performance of any of
its obligations under its Insurance Policy, the approvals, consents and notifications required by
Section 7.02 above to be given by or to the Holders of the Bonds, as the case may be, subject to
such Insurance Policy shall be given solely by or to the Insurer, as the case may be, and the
instrument contemplated by Section 7.02 above shall be executed solely by the Insurer and the
Holders of the Bonds subject to such Insurance Policy shall have no right to receive such
notification or give such approvals and consents or to execute such certificate except that the
adoption of Supplemental Resolutions that would have any of the effects described in (A)
through(E) in Section 7.02 above shall require the approval and consent of all Holders of Bonds
then Outstanding and the Insurer.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Defeasance. If the Issuer shall pay or cause to be paid, or there
shall otherwise be paid to the Holders of all Bonds, the principal or Redemption Price, if
applicable, and interest due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, then the pledge of the Pledged Funds, and all covenants,
agreements and other obligations of the Issuer to the Bondholders, shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event, the Paying Agents
shall pay over or deliver to the Issuer all money or securities held by them pursuant to this
Resolution which are not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
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maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in
an amount which shall be sufficient, or Federal Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price,if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal Securities shall be withdrawn or
used for any purpose other than, and all such moneys shall be held in trust for and be applied
to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds
for the payment or redemption of which they were deposited and the interest accruing thereon
to the date of maturity or redemption; provided, however, the Issuer may substitute new
Federal Securities and moneys for the deposited Federal Securities and moneys if the new
Federal Securities and moneys are sufficient to pay the principal of or Redemption Price, if
applicable, and interest on the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been
paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of
moneys, or specified Federal Securitiesand moneys, if any, in accordance with this Section 8.01,
the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption
date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided,
however, that if on any date, as a result of such Variable Rate Bonds having borne interest at
less than the Maximum Interest Rate for any period, the total amount of moneys and specified
Federal Securities on deposit for the payment of interest on such Variable Rate Bonds is in
excess of the total amount which would have been required to be deposited on such date in
respect of such Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be
paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing under this Resolution.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of
such Bonds that the deposit required by this Section 8.01 of moneys or Federal Securities has
been made and said Bonds are deemed to be paid in accordance with the provisions of this
Section 8.01 and stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of or Redemption Price, if applicable, and interest on
said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding
Bonds for redemption prior to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in determining whether to exercise any such
option for early redemption.
SECTION 8.02 Sale of Bonds. The Bonds shall be issued and sold at public or
private sale at one time or in installments from time to time and at such price or prices as shall
be consistent with the provisions of the Act, the requirements of this Resolution and other
applicable provisions of law and as shall be approved by Supplemental Resolution of the Issuer.
SECTION 8.03 Capital Appreciation Bonds. For the purposes of (i) receiving
payment of the redemption price of a Capital Appreciation Bond if redeemed prior to maturity,
(ii) receiving payment if the principal of all Bonds is declared immediately due and payable, (iii)
computing Annual Debt Service, and (iv) computing the amount of Holders required for any
notice, consent, request or demand hereunder for any purpose whatsoever, the principal
amount of a Capital Appreciation Bond shall be deemed to be its Compounded Amount.
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SECTION 8.04 Intent to Reimburse. The City Council of the Issuer expresses its
intention to be reimbursed from proceeds of a future tax-exempt financing for capital
expenditures to be paid by the City in connection with the subsequent issuance of the Series
2017 Bond for the purpose of financing the Cost of the Initial Project. Pending reimbursement,
the Issuer expects to use funds on deposit in the Issuer's General Fund or other appropriate
fund or account to pay such costs including but not limited to capital expenditures and other
costs associated with the issuance of the Series 2017 Bond.General Authority. The members of
the City Council of the Issuer and the Issuer's officers, attorneys and other agents and
employees are hereby authorized to perform all acts and things required of them by this
Resolution or desirable or consistent with the requirements hereof for the full, punctual and
complete performance of all of the terms,covenants and agreements contained in the Bonds and
this Resolution, and they are hereby authorized to execute and deliver all documents which
shall be required by Bond Counsel or the initial purchasers of the Bonds to effectuate the sale of
the Bonds to said initial purchasers.
SECTION 8.06 No Third Party Beneficiaries. Except such other Persons as may
be expressly described herein or in the Bonds, nothing in this Resolution or in the Bonds,
expressed or implied, is intended or shall be construed to confer upon any Person, other than
the Issuer and the Holders, any right, remedy or claim, legal or equitable, under and by reason
of this Resolution or any provision hereof, or of the Bonds, all provisions hereof and thereof
being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons
who shall from time to time be the Holders.
SECTION 8.07 No Personal Liability. Neither the members of the City Council
of the Issuer, any employees of the Issuer, nor any person executing the Bonds shall be
personally liable therefore or be subject to any personal liability or accountability by reason of
the issuance thereof.
SECTION 8.08 Severability of Invalid Provisions. If any one or more of the
covenants, agreements or provisions of this Resolution shall be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions of this Resolution and shall in no way affect
the validity of any of the other covenants, agreements or provisions hereof or of the Bonds
issued hereunder.
SECTION 8.09 Repeal of Inconsistent Resolutions. All resolutions or parts
thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict.
[Remainder of page intentionally left blank]
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SECTION 8.10 Effective Date. This Resolution shall take effect immediately
upon its adoption.
RESOLVED in regular meeting on this 23rd day of October,A.D., 2017.
CITY OF HYRHILLS, FLORIDA
(OFFICIAL SEAL)
By:
Nam . Gene Whitfiel;/
Title: Mayor
By: 1k..1.--------
• i 7 I �'fi f Name: W.Alan ght
' � Title: President f the City Council
"C -�. ; _ ,
camf> B c �I'
G0r�
r'N@4}�:,.ArN .Hillman, CMC
Title: City Clerk
I
I
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