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HomeMy WebLinkAboutR-1994-013F&L Draft of February 3, 1994 RESOLUTION NO. 1L94 A RESOLUTION OF THE CITY OF DANIA, FLORIDA, PROVIDING FOR THE ACQI]ISMON, CONSTRUCTION AND ERECTION OF A MI]MCIPAL FISHING PIER AND THE REFI]NDING OF CERTAIN OUTSTANDING OBLIGATIONS OF TIIE CITY; AUTHORIZING TIIE ISSUANCE BY TI{E CITY OF $ 3 .EE IN AGGREGATE PRINCIPAL AMOUNT OF SALES TAX REVENUE BONDS, SERIES 19 94, TO FINANCE A PART OF TI{E COST TIIEREOF, FI,]ND A DEBT SERVICE RESERVE AND PAY THE COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS THE MONEYS RECETVED BY THE CITY FROM TI{E LOCAL GOVERNMENT HALF-CENT SALES TAX, ALL MONEYS ON DEPOSIT IN AND INVESTMENTS I{ELD FOR TTIE CREDIT OF CERTAIN FUNDS CREATED HEREUNDER AND THE EARNINGS ON SUCH IT{VESTMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFM OF THE HOLDERS OF SUCH BONDS; ACCEPTING THE INSURER'S COMMITMENT RELATING TO A BOND INSI]RANCE POLICY; AND PROVIDING AN EFFECTIVE DATE' RESOLUTION NO. 13-94 TABLE OF CONTENTS ARTICLE I GENERAL Section 1.01 Definidons Section 1.02 Authority for Resolution Resolution to Constitute Contract Findings Authorization of Initial Project Authorization of Refunding Acceptance of Bond Insurance Policy Commitment ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS Authorization of Bonds Authorization and Description of Series 1994 Bonds Application of Series 1994 Bond Proceeds Execution of Bonds Authentication Temporary Bonds Bonds Mutilated, Destroyed, Stolen or Lost Interchangeability, Negotiability and Transfer Coupon Bonds Form of Bonds ARTICLE III REDEMPTION OF BONDS PAGE Section Section Section Section Section 1.03 1.04 1.05 1.06 1.07 I 10 10 11 t2 t2 t2 12 l3 t4 15 15 l5 t6 t6 17 18 Section Section Section Section Section Section Section Section Section Section 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 Section Section Section Section Section 3.01 3.02 3.03 3.04 3.05 Privilege of Redemption 26 26 26 27 28 Selection of Bonds to be Redeemed Notice of Redemption Redemption of Portions of Bonds Payment of Redeemed Bonds . . i Section Section Section Section Section Section Section Section 4.01 4.02 4.03 4.U 4.05 4.06 4.07 4.08 ARTICLE IV SECURITY, SPECIAL F{JNDS AND APPLICATION THEREOF Books and Records Annual Audit No Impairment Collection of Sales Tax Revenues Special Covenants Relating to Reserve Account Insurance Potcy or Reserve Account Irtter of Credit Covenants with Credit Banks and Insurers Federal Income Tax Covenants; Taxable Bonds Municipal Bond Insurance ARTICLE VI DEFAULTS AND REMEDIES Events of Default Remedies Directions to Trustee as to Remedial Proceedings Remedies Cumulative Bonds not to be Indebtedness of Issuer Security for Bonds Construction Fund Funds and Accounts Flow of Funds. Rebate Fund Investments separate Accounts ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS AND COVENANTS OF ISSUER Subordinated Indebtedness Issuance of Additional Bonds Bond Anticipation Notes Accession of Subordinated Indebtedness to Parity Status with Bonds .37 28 28 29 30 30 36 36 )l 38 Section Section Section Section 5.01 5.02 5.03 5.04 .39 Section Section Section Section Section 5.05 5.06 5.07 5.08 5.09 39 39 40 40 40 4t 4t 4l 42 Section 5.10 Section 5. 11 Section 5. 12 Section Section Section Section Section 6.01 6.02 6.03 6.M 6.05 48 48 49 49 49Waiver of Default l1 Section 6.06 Application of Moneys After Default Section 6.07 Control by Insurer or Credit Bank ARTICLE VII 49 50 Section 7.01 Section 7.02 SUPPLEMENTAL RES OLLNIONS Supplemental Resolution Without Bondholders' Consent ....... 50 Supplemental Resolution With Bondholders', Insurer's and Credit Defeasance Bank's Consent 51 Section 7.03 Amendment with Consent of Insurer and/or Credit Bank Only. . . . 53 ARTICLE VIII MISCELLANEOUS Section Section Section Section Section Section Section Section Section Section 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 Capital Appreciation Bonds No Personal Liability No Third Party Benehciaries Sale of Bonds Severability of Invaiid Provisrons Repeal of Inconsistent Resolutions Table of Contents and Headings not Part Hereof Effective Date Exhibit A - Bond Insurance Policy Commitment General Authority 53 55 55 55 56 56 56 56 56 57 ll1 BE TT RESOLVED BY THE CMY COMMISSION OF THE CITY OF DAMA, FLORIDA: ARTICLE I GENERAL Section 1.01 Definitions. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: "Accreted Value" shall msrn, as of any date of computation with respect to any Capital Appreciation Bond, an :rmount equal to the principal amount of such Capital Appreciation Bond (the principat 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 a rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or accelemtion of the Capitai Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semiannual period in equal daily amounts on the basis of a 360-day year. "Act" shall mean Chapter 166, Part II, Florida Statutes, as amended, 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 1994 Bonds. "Additional Project" shall mean the acquisition, construction, erection, renovation or reconstruction of capital projects and shall include all property rights, appurtenances, srsements, rights of way, franchises and equipment relating thereto and deemed necessary or convenient for the acquisition, construction, erection, renovation, reconstruction, or the opefirtion thereof which shall be financed in whole or in part with the proceeds of Additional Bonds. "Amortization lnstallmentn shall mean the amount designated and established as an Amortization 6stellment with respect to any Term Bonds by Supplemental Resolution. "Annual Audit' shatl mean the annual audit prepared pursuant to the requirements of Section 5.06 hereof. 1 ', Authorized Depository" shall mean the State Board of Administration of Florida or a bank or trust company in the State which is eligible under the laws of the State to receive funds of the Issuer. "Authorized Investments" shall mean any of the following which shall be authorized from time to time by applicable laws of the State for deposit or purchase by the Issuer for the investment of its funds: (1) Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and stripped and zero coupon obligations), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. (2) Bonds, debentures or notes or other evidences of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations r"it"r"nt the full faith and credit of the United States of America: Export Import Bank of the United States, Federai Financing Bank, Farmers Home Adminisffation, Federal Housing Administration, Maritime Administration, Public Housing Authority and Govemment National Mongage Association. (3) Certifrcates of deposit properly secured at all times by collateral security described in either or both of paragraphs- (11 and (2) of this definition or in the collateral provisions of chapter zs0, rtorida statutes, as amended, and issued by commercial banks, savings and loan aisociations or mutual savings banks chartered by the State or the United States of America, and bank trust receipts issued by commercial banks or trust companies chartered by the State or the United St t"t tf America upon any securities described in paragraph (1) of this definition. (4)ThefollowinginvestmentsfullyinsuredbytheFederallepositlnsurance Corporation or the Federal Saving-s and l-oan Insurance Corporation: (A) certificates of deposit' (B) iavings accounts, (C) deposit accounts, or (D) depository receipts of a bank, savings and loan association or mutual savings bank. (5)Commercialpaperratedinoneofthetwohighestratingcategoriesbyat least two nationally recognized raing agencies or commercial paper backed by a letter of credit or iine of credit rated in one of tfre iwJnignest rating categories by Moody's Investors Service and Standard & Poor's Corporation. (6)Writtenrepurchaseagreementswithanybank,savings-institutionortrust company wlictr is insured by tire Federal beposit Insurance Corporation or the Federal Savings and -Loan Insurance corporation, or with any broker-dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by collateral described in (1) above or obligations of any agency oi instrumentatity of the Unitd States of America, ana proviAeO further that (A) such collateral 2 (e) in one of the two Corporation. (10) Such other o Issuer by the laws of the State. ibligations as shall be permitt€d to be legal investments of the is held by a bank or trust company chosen by the Issuer which has no interest in the repurchase ug.o*"nt during the term of suih repurchase agreement, @) such collateral is not subject to Gns or claims oi third pa.ties, (C) such collateral has a market value (determined at least once every 30 days) at teast equat to the amount invested in the repurchase agreement, @) the entity holding the toflateral hasa perfected frrst security interest in the collateral for the benefit of the Bondholders, @) the agreement shall be for a term not longer thzn 270 days and-(F) the failure to maintain such collateral at the level required in (C) above will require the entity holding the collateral to liquidate the collateral. A Money market funds rated in the highest rating category by Moody's Investors Service and Standard & Poor's Corporation. (8) Units of participation in the l-ocal Government surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, as amended, or any similar common trust fund which is established pulsuant to State law as a legal depository of public moneys. obligations of state or local government municipal bond issuers that are rated highest-rating categories by Moody's Investors Service and Standard & Poor's Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus. " ,,Authorized Issuer Offrcer" for the performance on the behalf of the Issuer of any act of the Issuer oI the execution of any instrument on behalf of the Issuer shall mean any person authorized by resoiution or certificate of the Issuer to perform such act or sign such document' "Bond Amortization Account" shall mean the separate account of that name in the Debt Service Fund established pursuant to Section 4.Ol hereof' ,,Bond Counsel" shall mean any attomey at law or firm of attorneys, of nationally recognized standing in mattels pertaining to the federal tax exemption of interest on obligations issui by states ani political ru-bdiuirioni, and duly admitted to practice law before the highest court of any state of the United States of America. ',BondlnsurancePolicy.,shalimeanthemunicipalbondnewissueinsurance policy or policies issued by an Insurerguamnteeing the payment of the principal of and interest on any portion of the Bonds. 3 . ]hnd Year' pertaining to any Series shall mean 1fus plrrat period commencing "1"h _ y*. on the day after the day of the year on which the Bonds of such series mature, whether or not Bonds of such series mature in every year or in the Bond year under consideration (except that the first Bond Year for every Series shall commenc€ on the date of issuance of the Bonds of such Series), and ending on th; next succeeding day of the year which shall be such day of the year on which the Bonds of such Series mature. Each Bond Year shall be designaM with the number of the calendar year in which such Bond year ends. "Bondholder" or "Holder" or "holder" shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds according to the registration books of the Issuer. "Bonds" shall mean the Series 1994 Bonds, together with any Additional Bonds and any Subordinated Indebtedness which accedes to the status of Bonds pursuant !o Section 5.04 hereof. " Capital Appreciation Bonds" shall mean those Bonds so designated by Supplemental Resolution, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that areconvertible to Bonds with interest payable prior to maturity or prior to redemption of such Bonds, such Bonds shall be considered capital Appreciation Bonds only during the period of time prior to such conversion. "City Manager" shall mean the City Manager of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Clerk" shall mean the City Auditor and Clerk of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Code" shall mean the United States Intemal Revenue Code of 1986, as the same may be amended from time to time, and the regulations thereunder, whether proposed, temporary or final, promulgated by the Department of the Treasury, lnternal Revenue service, and all other promulgations of said service pertaining thereto. "Construction Fund" shall mean the 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 foi 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 the construction period of such Project and for a reasonable period thereafter; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses incidental to the issuance of the 4 Bonds including bond insurance prlmium, rating agency fees and the fees and expenses of anyauditors, Paying Agent, Registqar, creait nant Jr alepoiitory; (g) payments, when due (whetherat the maturity of principal or the due date of interesi or upon redemption; on any inuebtednessof the Issuer (other than the Bonds) incurred for sucn -rroject; ('9) c;sts of'mactrrnery orequipment required by the Issuer for the commencement of oftra;d;arr"h p.o]Ji; ana <ro)anr 9f9r costs properly attributable to the issuance of the -gonds, ana suct dnst uction oracquisition, as determined by generany accepted accounting principres and may includereimbursement to the Issuer for any suci items of cost heretofore paid by the Issuer. Anysupplemental Resolution may provide for additional items to be included in the aforesaid costs. "coupon Bonds" sha,' mean any Bonds the interest payable on which shafl berepresented.by bearer coupons attached thereto, and the interest on which Bonds shall be payableonly upon the presentation and surrender of such coupons to the paying Ag.ri ; Gy severallyfall due. "credit Bank" sha mean as to any particurar Series of Bonds, the person (other :1*:j::::l,n,j:'1!iiq a tetter of credit, a line of credit or another crerit o. liquidityennancement lac lty' as designated in the Supplementa.l Resolution providing for the issuanceof such Bonds. "Credit Facility.'' shall mean as to any particular Series ofBonds, a letter of credit,a iine of credit or another credit or liquidity enhanclment facility (other th* an in*.an"e polcyissued by an Insurer), as approved in tne Supplemental Resolution providing for the issuance ofsuch Bonds. "Debt Service Fund" shall mean the Debt Service Fund established pursuant toSection 4.04 hereof. 'Debt service Requirement" for any Bond year shall mean the sum of: (l) The aggregate amount required to pay the interest becoming due on theBonds, other ttyn__c,arltat Appreciation Bonds, during such-Bond year, except to tte extent thatsuch interest shall have been provided by paymenis into the Interest Account out of Bondproceeds or other sources for a specified perioa or dme. For purposes of this definition, theinterest due on any such Bonds which shali have a variable rate oflnterest shall be assumed tobe the greater of (a) ll\Vo of the daily average interest rate on such Variable Rate Bonds duringthe 12 months ending with the month precding the date of calculation, or such shorter periodthat such Bonds shall have been outstanding, ir @) the actual rate of interest borne by suchVariable Rate Bonds on the date of calculation. _ \Zl The aggregate amount required to pay the principat becoming due on the !o1td1, other than capital Appreciation Bonds, for rrit nona- year. For purioses of thisdefinition: (a) the stated maturity date of any Term Bonds shall be disregarded and the principalof such rerm Bonds shall be deemed to bi due in the Bond years and in the amounts of the 5 Amortization Insrallments applicable to such Term Bonds; and @) the principal amount of anysingle maturity of Term Bonds for which the Issuer shall have'establishd no AmortizationInstallments shall be deemed to be due in the Bond Years and in such amounts as shall providefor the amortization of such principal amount over a term equal to the number of years suchTerm Bonds shall be Outstanding to such maturity and in equai *nuu1 ill5tallmelts ofcombinedprincipal and interest; provided, however, that ii the Issuei has employed a credit Facility inconnection with any such Term Bonds having no Amortization lnstalhlnts the amortization ofsuch Term Bonds shalt be deemed to correspond to the applicable terms of such Credit Facility. (3) The aggregate amount required to pay the Accreted varue due on any capitalAppreciation Bonds maturing in such Bond year. "Federal Securities" shall mean direct obligations of the United States of Americaand obligations the principal of and interest on which are unconditionally guaranteed by theunited states of America, none of which permit redemption prior to ,"tu.i[ at the option ofthe obligor. Federal Securities shall include any certificates or any othei evidences of anownership interest in the aforementioned obligations or in specified portions thereof (which mayconsist of specified portions of the interest thereon). "Fiscal Year" shalr 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. "Governing Body" shall mean the City Commission of the Issuer or its successorin function. "Initial Project" shall mean the acquisition, construction and erection of amunicipal fishing pier and related facilities, as more particularly described in and in accordancewith certain plans on file or to be on file with the Issuer, with such changes, deletions, additionsor modifications to the enumerated improvements, equipment and ficitities, or such other improvements as shall be designated and approved by Supplemental Resolution in accordancewith the Act. 'Insurer" shall mean such person as shafl be in the business of insuring orguaranteeing the payment of principal of and interest on municipal securities and whose cieditis such that, at the time of any action or consent required or permitted by the Insurer pursuantto the terms of this Resolution, all municipal securities insuled or guaranteed by it -are then rated, because of such insurance or guarantee, in one of the two most secure grades by either Moody's Investors Service or Standard and Poor's corporation, and with respect to any seri".of Bonds, the Insurer which shall have insured or guaranteed payment of the principal of or interest on such Bonds. "Interest Account" shall mean the separate account of that name in the Debt Service Fund established pursuant to Section 4.04 hereof. 6 "Interest Date" shall mean such date or dates for the payment of interest on a Series of Bonds as shall be provided by Supplemental Resolution. "Issuer" shall mean the City of Dania, Florida. "Maximum Debt Service Requirement" shall mean, as of any particular date of calculation, the greatest annual Debt Service Requirement for the Bonds for the then current or any future Bond Year. "Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in the Supplemental Resolution delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at any time bear in the future in accordance with the terms of such Supplemental Resolution. 'Mayor' shall mean the Mayor-Commissioner of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Moody's Investors Service" shall mean Moody's Investors Service, the nationally recognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable. "Outstanding" shall mean all Bonds theretofore and thereupon being authenticated and delivered, except (l) 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 aad,2.08 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof, and (4) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity. "Paying Agent" shall mean any paying agent for the Bonds appointed by or pursuant to Supplemental Resolution and its successors or assigns, and any other Person which may at any time be substituted in its place pursuant to Supplemental Resolution. "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 Sales Tax Revenues and, until applied in accordance with the provisions of this Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in the Restricted Revenue Account and the Debt Service Fund. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of 7 any such state (1) which are (a) not callable prior to maturity or @) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fulIy secured as to principal, redemption premium,if any, and interest by a fund consisting only of cash or Federal securities, secured in the manner set forth in section 8.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, ifany, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the princlpal of and interest on the Federal Securities deposited in such fund with any cash on deposit in such fund, are sufficient, as verified by an independent certifled public accountant, to pay principal oi redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in such irrevocable instructions, and (4) which are rated in the highest rating category of Standard & Poor's Corporation and of Moody's Investors Service. "Principal Account" shall mean the separate account of that name in the Debt Service Fund established pursuant to Section 4.04 hereof. "Project" shall mean the Initial Project and any Additional Project. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.04 hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereot the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or Supplemental Resolution. "Refunded Obligations" shall mean the Issuer's outstanding Sales Tax Revenue Bond dated as of July I,, 1992. "Registrar" shall mean any registrar for the Bonds appointed by or pursuant to Supplemental Resolution and its successors and assigns, and any other Person which may at any time be substituted in its place pursuant to Supplemental Resolution. "Reserve Account" shall mean the separate account of that name in the Debt Service Fund established pursuant to Section 4.04 hereof. "Reserve Account Irtter of Credit" shall mean a Credit Facility (other than a Reserve Account Insurance Policy) issued by any bank or national banking association, insurance "Reserve Account Insurance Policy" shall mean the insurance policy deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(4). 8 "Series" shall mean all the Bonds delivered on original issuance in a simultaneous transaction and identified pursuant to sections 2.01 and z.oz hererrf or in a supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardlessof variations in maturity, interest rate, Amortization Installments or other provisions. "Series 1994 Bonds" shall mean the Issuer,s Sales Tax Revenue Bonds, Series 1994, authorized pursuant to Section 2.A heraf . 'Standard & Poor's Corporation" shall mean Standard & poor's Corporation, the nationally recognized securities rating f,rm, and any successor and successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating company or other financial institution and then on deposit in the Reserve Account in lieu of orin partial substitution for cash on deposit therein puriuant to Section a.05(A)(4) hereof. "Reserve Account Requirement" shal mean, as of any date of calculation, anamount equal to the lesser of (1) the Maximum Debt service Requiiement, e) 125% of theaverage annual Debt Service Requirement, or (3) l0% of the proceeds of each Series ofoutstanding Bonds. In computing the Reserve Account Requirement, the interest rate onVariable Rate Bonds shall be assumed to be the greater of (a) l lb% of the daily average interestrate on such variable Rate Bonds during the 12 months ending with the month prJ.amg tne date of calculation, or such shorter period of time that such Bonds shall have been Outstanding,or @) the actual rate of interest borne by the Variable Rate Bonds on such date of calculation. "Resolution" and "this Resolution', shall mean this instrument, as the same mayfrom time to time be amended, modified or supplemented by any and all supplemental Resolutions. "Restricted Revenue Account" shall mean the separate account of that name in the Revenue Fund established pursuant to Section 4.04 hereof. "Revenue Fund" shall mean the Revenue Fund established pursuant to Section4.04 hereof. "sales Tax Revenues" shall mean the proceeds of the locar govemment half-cent sales tax distributed to the Issuer from the Local Govemment Half-Ceni Sales Tax Clearing Trust Fund, as defined and described in part \r'I, chapter 218, Florida statutes, as amended, andto the extent expressly pledged by Supplemental Resolution any additional sales tax revenues distributed to the Issuer pursuant to said part VI or any other provision of law. "Securities" shall mean Federal Securities and prerefunded Obligations. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. 9 functions,_ shall mean any other nationally recognized securities rating frrm designated by theIssuer and approved by the Insurer and/or the Credit Bank, as applicable. "State" shal mean the Stat€ 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 5.01hereof and any Variable Itate Bonds which become Subordinated Indebtedness in accordancewith Section 5.02 hereof. "supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution, adopted and becoming effective prior to the issuance of the Series 1994 Bonds or in accordance with the terms of Sections 7.01.7.02 and 7.03 hereof. "Taxable Bond" shall mqm any Bond which states, in the body thereof, that theinterest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby or by Supplemenal Resolution and which are subject to mandatory redemption by Amonization lnsfallments. 'Unrestricted Revenue Account' shall mean the separate account of that name 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 interest rate which at the date of issue is not fixed as one or moie stated percentages for the entire term of such Bonds, provided, however, such Bonds will not be issued without the written consent of any Insurers and Credit Banks. The terms 'herein, ' "hereunder, " ',hereby, ' ,,hereto, " "hermf,,' and any similar terms, shall refer to this Resolution; the term 'heretofore' shall mean before the date of adoptionof this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. 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 this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any Insurer. The pledge made in this Resolution and the l0 provrslons' covenants and agreements herein set forth to be performed by or on behalf of theIssuer shall be for the equal benefit, p.orc;;;; ;Ju.iry oi tire i"il;;;; iro u or *,"Bonds and for the benefit. protection and securiry of any breart sank anJ -ii'ri..r. ou orthe Bonds, regardress of thi time or ,iro "i ti.i. ffit* or maturity, shafl be of equar rankwithout preference, priority or aistinction Jaiv "iiiJ s*a, over any other thereof exc€pt asexpressly provided in or pursuant to this Resolution. follows: Section 1.04 Findings. It is hereby ascertained, determined and declared as (A) The Issuer deems it necessary, desirabre and in the best interests of theIssuer that the Initial project be acquired _A .onit r.t A. (,) rne cost of the Initiat project shall be financed with the proce€ds of theSeries 1994 Bonds. (c) me Issuer has heretofore issued and has_ presentry outstanding and unpaidthe Refunded obligations. The Issuer ae"*. ii n.""rra.y, desirable and in the best financialinterest of the Issuer that the Refunded ourigatio"s-I'e refunded. Simulaneousry with theissuance of the series 1994 Bonds, " *rnci"ni frJon o-"i ttre proceeas of the series t"9g+ sondsand other funds available will be paid uy ,t" r.*"ilo ttre trotae, or *re nen nal obugationsto.effectuare the.refunding of th; Ref;ded obli;il by providinj foi*," p.yi"* "r "uprincipal of and interest due on the Refunded Obligari;;s. @) The Issuer deems it necqssary, desirable and in the best interest of the Issuerthat the Pledged Funds be er*ged p tt " puyr"ii or tne p.incipar of and interesr on the Bonds.No part of the Pledged Funds has been pledged or .n.riro"..o in ury ,*n.. !*."i, ,t ", ,t "ld:r Tq Revenues are presently pr.ag.i rorirr. puyr"ni of the principal of and interest on theRefunded Obligations. @) The estimated predged Funds wilr be sufficient to pay the principai of andinterest. on the Bonds, as the same beclme aue, -J "[ o*,., payments provided for in thisResolution. (F) The orincipal of and interest on the Bonds and all other payments providedfor in this Resolution *itt u" iria sohty rrom the."rr*. t -"r" provided in accordance withthe terms hereof; and no ad varorem t ^lng po*.i oi n" rrru., will ever be exercised nor w,lany Holder of any Bond or any credit Banf or any r^rr". r,"r" the right to comp"i-ti"- "*"..rr"of such ad valorem axing power t9 pay the principal of or interest on-trr" nonor'oi a ,rr. *yother payments provided for in this-Rlsorution, -a ir," sono, sha[ not constitute a rien upon illjJ"** of the Issuer or situaM within its corporate rerritoriar rimits, excepi th" rt"ag"a 1l (G) The Issuer has received from AMBAC Inderudty Corporation (,AMBACIndemnity") a commitment to provide a Bond Insurance policy with ."rpoi to the S;ries 1994Bonds, a copy of which is attached hereto as Exhibit A; and it is in thi best financial interestof the Issuer that the Issuer acaept said commitment. Section 1.05 Authorization of Initial Project. The acquisition and constructionof the Initial Project in the manner herein provided is hereby authorized. section 1.06 Authorization of Refunding. The refunding of the RefundedObligations in the manner herein provided is hereby iuthorized. Simuitaneously with thedelivery of the Series 1994 Bonds to the purchaser or purchasers thereof, the Issuer will pay tothe holder of the Refunded obligations a sum sufficieni to pay all ".ouni, due on the Refundedobligations for the full and complere refunding or tne nefunoea obligations. Section 1.07 Acceotance of Bond Insurance policy commitment. The Issuerhereby accepts AMBAC Indemnity's commitment to provide a Bond tnsu.ance policy withrespect to the Series 1994 Bonds. Section 2.01 Authorization ofBonds. The Issuer hereby authorizes the issuanceof Bonds of the Issuer to be designated as "city of Dania, Florida, Salis Tax Revenue Bonds,',which may be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resotution ls noi li.it dexcept as may hereafter be provided by Supplemental Resolution or as limited by the Act or byother applicable law. The Bonds may, ifand when authorized by the Issuer pursuant to this Resolutionor Supplemental Resolution, be issued in one or more Series, with such further appropriateparticular designations added to or incorporated in such title for the Bonds of any'iarticularSeries as- the Issuer may determine and as may be necessary to distinguish such Bonds from theBonds of any other Series. Each Bond shall bear upon iti face the designation so determinedfor 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 UniM States of America on such dates; ali as determined by thii Resolution orby Supplemental Resolution. From and after any maturity date of any of the Bonds (deposit ofmoneys and/or Securities for the payment of the principal and interest on such Bonds-having been made by the Issuer with the Paying Agents), noturithstanding that any of such Bonds shallnot have been surrendered for cancellation, no further interest shall accrue upon the principal ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS t2 or upon the interest which shall have accrued and shall then be due on such date, and such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and theHolders shall have no rights in respect of such Bonds except to receive payment of such principal and unpaid interest accrued to the maturity date. The Bonds shall be issued in such denomination or denominations and such form, whether coupon or registered; shall be dated such date or dates; sha bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; and the proceeds shall be used in such manner all as determined by this Resolution or by Supplemental Resolution. The Issuer may issue Bonds which may be secured by a credit Facility or by a Bond Insurance Policy ail as shall be determined by this Resolution or by Supplemental Resolution. Section 2.02 Authorization and Descrigtion of Series 1994 Bonds. A Series of Bonds entitled to the benefit, protection and security of this Resolution is hereby authorized to be issued in an aggregate principal amount of $ 3,255.000 for the principal purpose of financing a part of the cost of acquiring, constructing and erecting the Initial project and refunding the Refunded obligations, funding the Reserve Account 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 Dania, Florida, Sales Tax Revenue Bonds, series 1994," provided that the Issuer may change such designation in the event the Series 1994 Bonds are not issued in calendar year 1994. The Series 1994 Bonds shall be dated as of the fust day of the month in which occurs the delivery of the Series 1994 Bonds to the purchaser or purchasers thereof or such other date as may be set forth by Supplemental Resolution; shall be issued as fully registered Bonds; and shall be numbered consecutively from one upward in order of maturity preceded by the letter "R;" shall be in such denominations and shall bear interest at a rate or rates not exc€eding the maximum rate permitted by law (calculated on the basis of a 360-day year of trvelve 30-day months), payable in such manner and on such dates; shall consist of such amounts of Serial Bonds, Term Bonds, Variable Rate Bonds and Capital Appreciation Bonds, maturing in such amounts and in such years not exceeding forty (40) years from their date; shall have such paying Agents and Registrars; and shall contain such redempdon provisions; all as the Issuer shall hereafter provide by Supplemental Resolution. The principal of or Redemption Price, if applicable, on the Series 1994 Bonds is payable upon presentation and surrender of the Series 1994 Bonds at the office of the Paying Agent. Interest payable on any Series 1994 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 1994 Bond is not punctually paid or duly provided for by the Issuer on 13 such Interest Date, such defaulted interest will be paid to the Holder in whose name such 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 (10) days preceding such special record date. All payments of principal of or Redemption price, if applicable, and interest on the Series 1994 Bonds shall be payable in any coin or currency of the United Statesof America which at the time of payment is legal tender for the payment of public and private debts. Section 2.03 Apolication of series 1994 Bond proceeds. Except as otherwiseprovided by Supplemental Resolution, the proceeds derived from the sale of the Series 1994 Bonds, including accrued interest and premium, if any, shall, simultaneously with the deliveryof the Series 1994 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows: (A) Accrued and capitalized interest, if any, shall be deposited in the Interest Account. (B) An amount shall be deposited in the Reserve Account which, together with any moneys and securities on deposit therein and any Reserve Account Insurance Policy and/or Reserve Account Irner of credit obtained in accordance with section 4.05(4)(4) hereof, shall equal the Reserve Account Requirement. (C) An sum which, together with other available funds, shall equal the amount required to be paid to the holder of the Refunded Obligations for the full and complete refunding of the Refunded Obligations shall be paid to the holder of the Refunded Obligations. @) The Issuer covenants and agrees to establish a separate account with an Authorized Depository to be known as the "city of Dania Sales Tax Revenue Bonds, series 1994, Costs of Issuance Account" (the "Costs of Issuance Account"), which shall be used only for the payment of costs and expenses described in this subsection. A sum suffrcient to pay all costs and expenses in connection with the preparation, issuance and sale of the Series 1994 Bonds, including fees of financial advisors, engineering and other consulting fees, legal fees, bond insurance premiums, printing fees, rating agency fees and other similar costs shatl be deposited to the credit of the Costs of Issuance Account, and all such costs and expenses shall be promptly paid by the Issuer to the persons respectively entitled to receive the same. When all moneys on deposit to the credit of the Costs of Issuance Account shall have been disbursed by the Issuer for the payment of such costs and expenses, the Costs of Issuance Account shall be closed; provided, however, that if any balance shall remain in the Costs of Issuance Account six months after issuance of the series 1994 Bonds, such moneys shall be transferred by the Issuer to the Construction Fund and the Costs of Issuance Account shall be closed. After the Costs of Issuance Account shall be closed, the Issuer may pay from the Construction Fund any unpaid issuance expenses. 14 (E) Construction Fund. The balance of the Series 1994 Bond proceeds shalt be deposited in the 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, the clerk and the city Manager and the official seal of the Issuer shall be imprinted thereon. Each Bond shall be approved as to form and correctness with the manual or facsimile signature of the Issuer's attorney. 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 ce:se to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. Section 2.05 Authentication. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2. 10 hereof. Section 2.06 Temporaqr Bonds. Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the same manner as is provided in Section 2.M, and deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenorof the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Mayor, the clerk and the city Manager, such authorization to be evidenced conclusively by their execution of such temporary Bond or Bonds, 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 shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor defrnitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. l5 Section 2.07 Bonds Mutilated. Destroyed. Stolen or Lost. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutiJated, destroyed, slolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder fumishing 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 palng such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, slolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute originai, 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 and shall be entifled to the same benefits and security as the Bond so lost, stolen or destroyed. Section 2.08 Interchangeability. Negotiability and Transfer. Bonds, upon surrender thereof at the ofirce of the Registrar with a written instrument of transfer satisfaclory to the Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorizedin writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate prilcipal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the laws of the state of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall cause to be maintained and kept, at the office of the Regisfar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the book 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 attomey. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or flduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the book of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue 16 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 purposei, 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, shall forthwith (a) following the fifteenth day prioi to an Interest Dite for sucir series, @) following the fifteenth day next preceding the date of fust 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, certify and fumish to such paying Agent the names, addressei and holdings of Bondholders and any other relevant information reflected in the registration books. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bondsin accordance with the provisions of this Resolution. Execution of Bonds by the Mayor, the clerk and the city Manager 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 cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other govemmental charge required to bepaid 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 frfteen (15) days next preceding an Interest Date on the Bonds of such series (other than capital Appreciation Bonds and variable Rate Bonds), or, in the case of any proposed redemption of Bonds, during the fifteen (15) days next preceding the redemption date established for such Bonds. The Issuer may elect to issue any Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by supplemenal Resolution. Section 2.09 Couoon 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. Such Supplemental Resolution shall provide for the negotiability, transfer, interchangeability, denominations and form of such Bonds and 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 of the interest payable on such Bonds from gross income for federal income tax purposes. t7 Section 2.10 Form of Bonds. Except as otherwise provided pursuant to Section 2.09 hereof and except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution, the Bonds shall be in substantially the foltowing form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor, the Clerk or the City Manager prior to the issuance thereof (which necessity and/or desirability and approval shall be evidenced conclusively by the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): No. R- UNTIED STATES OF AMERICA STATE OF FLORIDA COIJNTY OF BROWARD CITY OF DAMA SALES TAX REVENUE BOND, SERIES _ Interest Rate Maturity Date Date of Original Issue CUSIP % $ Registered Holder: Principal Amount: KNOW ALL MEN BY ITIESE PRESENTS, that the City of Dania, 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 sources of payment hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, the Principal Amount identifred above on the Maturity Date identified above and interest (calculated on the basis of a 36Gday year of $welve 3Gday months) on such Principal Amount from the Date of Original Issue identified above or from the most r@ent interest payment date to which interest has been paid, at the Interest Rate per annum identified above on and of each year commencing _ until such Principal Amount shall have been paid or provided for, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debs. Such Principal Amount and the premium, if any, on this bond, are payable, upon presentation and surrender hereof, at the office of 18 , as paying agent, or such other paying agent as the Issuer shall hereafter duly appoint (the "Paying Agent"). Payment of each insrqllment 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, or such other registrar as the Issuer shall hereafter duly appoint (the " 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 the Paying Agent mailed to such Registered Holder at the address appearilg on such registration books or, at the option of the 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 (10) days preceding such special record date. 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 manually signed by the Registrar. IN WTINESS WHEREOF, the City of Dania, Florida, has issued this bond and has caused the same to be execuM by the manual or facsimile signature of its Mayor- 19 Commissioner, its City Auditor and Clerk and its City Manager and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the _ day of _, 1994. CITY OF DANIA, FLORIDA (sEAL) B City Manager ATTESTED AND COUNTERSIGNED: City Auditor and Clerk Mayor-Commissioner Approved as to Form and Correctness: City Attorney CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within-mentioned Resolution Registrar By: Authorized Signatory 20 DATE OF AUTHENTICATION: @rovisions on Reverse Side of Bond) This bond is one of an authorized issue of bonds of the Issuer in the aggregate principal amount of $_ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to finance , in and for the Issuer, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes,as amended, and other aPPlicable provisions of law (the "Act"), and a resolution duly adopted by the City Commission of the Issuer on 1994, as supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. The principal of, premium, if any, and interest on this bond are payable solely from and secured by a lien upon and a ptedge of the proceeds of the local govemment half-cent sales tax distributed to the Issuer from the Iocal Govemment Half-Cent Sales Tax Clearing Trust Fund, as defined and described in Part vI, of chapter 218, Florida statutes, as amended, as increased by any amendment hereafter enacted by the Florida trgislature which expands the amount of satis tax distributed pursuant to such statute or any other law (but only to the extent expressly pledged by resolution of the Issuer), and, until applied in accordance with the provisions of ttre Resolution, the proceeds of the Bonds and all moneys, including investments ihereof, in certain of the funds and accounts established pursuant to the Resolution, all in the manner and to the extent described in the Resolution (collectively, the "Ptedged Funds'). It is expressly agreed by the Registered Holder of this bond that the full faith and credit of neither ttri tssuer, the Stati of Florida, nor any political subdivision thereof, is pledged to the payment of the principal of or premium, if any, or intelest on this bond and that the Registered Holder shall never have the right to requile or compel the exercise of any taxing power of the Issuer, the State of Florida, ot *y potiti.rt subdivision thereof, to the payment of such principal, premium, if any, and inteieit. This bond and the obligation evidenced herebY shall not constitute a lien upon *y property of the Issuer, except the Pledged Funds, and shall be payable solely from the Piedged Funds in accordance with the terms of the Resolution' Neither the members of the city commission of the Issuer nor any person executing this bond shatl be liable personally hereon or be subject to any personal liability or accountability by rearcn of the issuance hereof. The Bonds matunng pnor to shall not be subject to redemption prior to maturity. The Bonds matunns on , or thereafter maY be redeemed prior to maturity at the option of the Issuer, as a whole on or on any date thereafter,orm part, from such maturitY or maturities as the Issuer shall designate and by lot within a maturity, on or on any interest Payment date thereafter, at the following redemption pnces (expressed as a percentage of the principal amount of the Bonds to be redeemed) plus accrued interest to the redem the following periods: 21 ption date, if redeemed during Redemption Period Ooth dates inclusive) Redemption Price through through and thereafter The Bonds maturing , are subject to mandatory redemption in part prior to maturity by lot at a redemption price equal to the principal :rmount thereof, without premium, plus accrued interest to the redemption date, beginning on , and on each thereafter in the years and in the principal amounts corresponding to the Amortization Installments (as defined in the Resolution) as follows: Year Amortization Installments (maturity) Notice of redemption, unless waived, is to be given by the Registrar by mailing an offrcial redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fxed 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 fumished 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 notic€ shall in any manner defeat tie 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 shatl default in the payment of the redemption price) such Bonds or portions of Bonds shall c€ase to bear interest. This bond is and has atl the qualities and incidents of a negotiable instrument under the laws of the State of Florida, but may be transferred only in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the office of the Registrar by the Registered Holder in person or by such Holder's attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of tnnsfer satisfactory to the Registmr 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 therefor, and upon the payment of the charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered % $ 22 form in the denomination of $5,000 or any integral multiple thereof not exce€ding the aggregate principai amount of the Bonds having the same maturity. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this bond as the absolute owner hereof for all pufposes, 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 any Bonds during the fifteen (15) days next preceding an interest Fryment date, or in the case of any proposed redemption of any Bonds, during the frfteen (15) days next preceding the redemption date established for such Bonds. 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 connection with the issuance of this bond, exist, have happened and have been performed, in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. 23 TEN ENT LEGAL OPINION finsert appropriate approving opinion of bond counsel.] The above is a true copy of the opinion rendered by Foley & lardner, Jacksonville, Florida, in connection with the issuance of, and dated as of the original deliveryoi the Bonds of the issue of which this bond is one. An executed copy of that opinion is on file in my office. City Auditor and Clerk 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 as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UMF TRANS MIN ACT -. Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be used though not in list above. 24 (Cust.) (Name and Address of Assignee) the within bond and does. hereby irrevocably constitute and appoint as attorneys to register the transfer of the said bond on the bools 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. 25 ASSIGNMENT FOR VALUE RECEwED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee ARTICLE III REDEMPTION OF BONDS Section 3.01 Privilege of Redemption. The terms of this Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental Resoiution. Section 3.02 Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least sixty (60) days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than forty-five (45) 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 fust class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) 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: (l) the redemption date, (2) the Redemption Price, 26 (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 payabie upon each such Bond or ponion 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 plus accrued interest at the office of the Payirg Agent. Prior to any redemption date, the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of and accrued interest on all the Bonds or portions of Bonds which are to be redeemed on that date. In addition to the forcgoing notice, further notice shall be given by the Issuer as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness ofa call for redemption if notice thereof is given as above prescribed. (1) Each further notice of redemption given hereunder shall contain the information required above for an ofhcial notice of redemption plus (a) the CUSIP numbers of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed (2) Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date by registered or certified mail or ovemight delivery service to any Insurer which shall have insured, or any Credit Bank which shall have provided a Credit Facility for, any of the Bonds being redeemed and to all registered securities depositories then in the business of holding substantial amounts of obligations of ty,pes similar to the type of which the Bonds consist (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. Section 3.04 Redemotion 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 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 27 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. Official notice of redemption having been given substantially 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 bsII 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. Each check or other transfer of funds issued by the Registrar and/or Paying Agent for the purpose of the payment of the Redemption Price of Bonds being redeemed shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be cancelled by the Registrar and shall not be reissued. ARTICLE IV SECUR,ITY, SPECIAL FIJNDS 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 in accordance with the terms of this Resolution. The Issuer may cause any Series of Bonds to be payable from and secured by a Credit Facility or a Bond Insurance Policy not applicable to any one or more other Series of Bonds. No Holder of any Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay such Bond or shall be entitled to payment of such Bond from any moneys of the Issuer except the Pledged Funds, in lhe manner provided herein. The Pledged Funds shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 1994 Bonds, without any physical delivery by the Issuer of the Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the Issuer, in tort, contract or otherwise. Section 4.02 Security for Bonds. The payment ofthe principal ofor Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Ptedged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or a Bond Insurance Policy not applicable to any one or 28 more other Series of Bonds, as shall be provided by Supplemental Resolution, in addition to the security provided herein. 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. Section 4.03 Construction Fund. The Issuer covenants and agrees to establish a separate fund with an Authorized Depository to be known as the "City of Dania Sales Tax Revenue Bonds Construction Fund," which shall be used only for payment of the Cost of the Projects. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a 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 Bondholders and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of this Resolution or any Supplemental Resolution, and there may be paid into the Construction Fund, at the option of the Issuer, any moneys received for or in connection with a Project by the Issuer from any other source. The Issuer shall establish within the Construction Fund a separate account for the Initial Project and each Additional Project, the Cost of which is to be paid in whole or in part out of the Construction Fund. The proceeds of insurance mainained pursuant to this Resolution against physical loss of or damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. The Issuer covenants that the acquisition and construction of each Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the Construction Fund to pay the Cost of a Project upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer stating with respect to each disbursement or payment to be made: (1) the item number of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount to be paid, (4) the Construction Fund account from which payment is to be made, (5) the purpose, by general classification, for which payment is to be made, and (6) that (A) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment ofa part of the Cost of a Project and is a proper charge against the account of the Construction Fund from which payment is to be made and has not been the basis of any previous disbursement or payment, or @) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a reimbursement of a part of the Cost of a Project, is a proper charge against the account of the Construction Fund from which payment is to be made, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement thereof. The Clerk shall retain all such documents and/or certificates of the Authorized Issuer Offlcers for seven (7) yea$ from the dates of such documents and/or certihcates. The Clerk shall make available the documents and/or certificates 29 at all reasonable times for inspection by any Bondholder or the agent or representative of any Bondholder. Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment of principal of or Redemption Price, if applicable, and interest on Bonds when. due. The date of completion of a Project shall be determined by the Authorized Issuer Officer who shall cenify such fact in writing to the Goveming Body. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the Issuer shall deposit in the following order of priority any balance of moneys remaining in the Construction Fund in (1) another account of the Construction Fund for which the Authorized Issuer Officer has stated that there are insufficient moneys present to pay the Cost of the related Project, (2) the Reserve Account, to the extent of a deitciency therein, and (3) such other fund or account of the Issuer, including those established hereunder, as shall be determined by the Goveming Body, provided the Issuer has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross income for federai income tax purposes. Section 4.04 Funds and Accounts. The Issuer covenants and agrees to establish with one or more Authorized Depositories separate funds to be known as the "City of Dania Sales Tax Revenue Bonds Revenue Fund," the "City of Dania Sales Tax Revenue Bonds Debt Service Fund" ard the "City of Dania Sales Tax Revenue Bonds Rebate 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 Restricted Revenue Account and the Debt Service Fund, 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 Authorized Depositories to hold, for the benefit of the Issuer and/or the Bondholders, any one or more of the funds and accounts established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such depository in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agents and employees. (A) The Issuer shall deposit the Sales Tax Revenues into the Restricted Revenue Account, promptly upon receipt thereof. On or before the last day of each month, commencing with the month in which delivery of the Series 1994 Bonds shall be made to the purchasers 30 Section 4.05 Flow of Funds. thereof, the moneys in the Restricted Revenue Account shall be deposited or credited 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 (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each). Moneys in the Interest Account shall be applied by the Issuer to pay interest on the Bonds as and when the same shall 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 coming due on the Bonds on such Interest Date. (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 (a) the principal amount of a1l Outstanding Bonds other than Term Bonds due and unpaid, (b) that portion of the principal amount of the Bonds other than Term Bonds next due which would have accrued on such Bonds next due during the then current calendar month ifsuch principal amount thereof were deemed to accrue monthly (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each) in equal installments flom a date one year preceding the due date of such Bonds next due and (c) the portion of the principal amount of the Bonds next due which shall have accrued on such basis in prior months. Serial Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Principal Account on their respective maturity dates, and monthly deposits or credits to the Principal Account to provide funds for such purpose shall commence in the month which is one year prior to each such maturity dale. Not later than the month immediately preceding any principal payment date, the Issuer shall adjust the amount of the deposit into the Principal Account so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds other than Term Bonds becoming due on such principal payment date. Moneys in the Principal Account shall be applied by the Issuer to pay the principal of the Bonds other than Term Bonds as and when the same shall become due, whether at maturity or otherwise, and for no other purpose. (3) Bond Amortization Account. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Commencing in the month which is one year prior to the due date of each Amortization Installment, the Issuer shall deposit into or credit to the Bond Amortization Account the sum which, together with the balance in said account held for the credit of such Amortization Installment and all Outstanding Term Bonds due and unpaid, shall equal (a) the principal amount of all such Outstanding Term Bonds due and unpaid, @) that portion of such Amortization Installment which would have accrued during the thin current calendar month if such Amortization Installment were deemed to accrue monthly (assuming that a year consists of fiilelve (12) equal calendar months of thirty (30) days each) in equal amounS fiom a date one year pleceding such due date and (c) the portion of such 31 Amortization Insrrllment which shall have accrued on such basis in prior months. Term Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Bond Amortization Account on the respective due dates of the Amortization Installments applicable thereto, and monthly deposits or credits to the Bond Amortization Account to provide funds for such purpose shall commence in the month which is one year prior to each such Amortization Installment due date. The Issuer shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay such Amortization Installment on such date. Moneys in the Bond Amortization Account shall be applied by the Issuer to purchase or redeem Term Bonds in the manner herein provided, and for no other purpose. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment may be applied by the Issuer, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment (i) to the purchase of Term Bonds of the Series and maturity for which such Amortization Instrllment 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 sha.ll be subject to redemption, or (ii) to the redemption at the applicable Redemption Price of such Term Bonds. 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 (60th) day preceding the due date of any such Amortization Installment, the Issuer shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereoi 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 unsatished balance of such Amortization Installment. The Issuer shall pay out of the Bond Amortization Account and the Interest Account to the respective 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 shail 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 Restricted Revenue Account. (4) Reserve Account. Next, the Issuer shall deposit into or credit to the Reserve Account such sum, if any, as will be necessary to immediately restore the funds on deposit therein to an amount equal to the Reserve Account Requirement including the reinstatement of any Reserve Account Insurance Policy or Reserve Account ktter of Credit on deposit therein or the cash replacement thereof. On or prior to each principal and interest payment date for the Bonds, moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in the Reserve Account 32 by reason of a decrease in the Reserve Account Requirement or as a result of a deposit therein of a Reserve Account Insurance Policy and/or a Reserve Account Irtter of Credit, such surplus moneys shall be deposited by the Issuer into the Principal Account, or such other appropriate fund or account of the Issuer, provided such deposit to such other fund or account will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. Upon the issuance of any Series of Bonds, under the terms, limitations and conditions as herein provided, the Issuer shall provide for the funding of the Reserve Account in an amount equal to the Reserve Account Requirement. Such required amount may be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments from the Revenue Fund, on a parity with the payments required by the fust sentenie of this part (4), to the Reserve Account over a period of months from the date of issuance of such Series of Bonds, which shall not exceed the greater of (a) sixty (60) months, or @) the number of months for which interest on such Series of Bonds has been capialized, as determined by Supplemental Resolution. Whenever moneys on deposit in the Reserve Account, together with the other available amounts in the Debt Service Fund, are sufficient to fully pay atl Outstanding Bonds (including principal and interest thereon) in accordance with their terms, the funds on deposit in the Reserve Account shall be applied to the payment of Bonds. Notwithstanding the foregoing provisions, in lieu of the required deposits into the Reserve Account, the Issuel may, at its sole option and discretion, cause to be deposited a Reserve Account Insurance Policy and/or Reserve Account Istter of Credit in an amount equal to the difference between the Reserve Account Requirement applicable thereto and the sums, if any, remaining on deposit in the Reserve Account after the deposit of such Reserve Account Iniurance Policy and/or Reserve Account Letter of Credit. Such Reserve Account Insurance Policy and/or Reserue Account If,tter of Credit shall be payable to the Paying Agent for such Seriei (upon the giving of notice as required thereunder) on any interest payment or redemption date on which a deficiency exists which cannot be cured by funds in any othel fund or account held pursuant to this Resolution and available for such purpose. The issuer p-rordding such Reserve Account Insurance Policy and/or Reserve Account L€tter of Credit shall be either (a) an insurer (i) whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in one of the-two hignest rating categories (without regald to gradations, such as "plus" or "minus' of such categoies) by either Standard & Poor's Corporation or Moody's Investors Service, or (ii) who holdi one of 'the rwo highest policyholder ratings accorded insurers by A. M. Best & company, or any comparable service, or 1U) " commercial bank, insurance company or other financial institution tire bonds payable or guaranteed by which have, or whose obligation to pay is guamnteed by a commercial bank, insurance company or other financial institution which has' 6een assigned a rating by either Moody's Investors Service or Standard & Poor's Corporation in one oi the two highest rating categories (without regard to gradations' such as "plus" or "minus" of such cakgories). 33 If fifteen (15) days prior to an interest payment or mandatory redemption date, the Issuer shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on Bonds on such date, the Issuer shall immediately notify (a) the issuer of the applicable Reserve Account Insurance Policy and/or the issuer of the Reserve Account I-etter of Credit, and @) the Insurer, if any, of the amount of such deficiency and the date on which such payment is due, and shall take all action to cause such issuer or Insurer to provide moneys sufficient to pay all amounts due on such interest payment or redemption date. If a disbursement is made from a Reserve Account Insurance Policy and/or Reserve Account lcuer of Credit provided pursuant to this Section 4.05(,{)(4), the Issuer shall reinstate the maximum limits of such Reserve Account Insurance Policy and/or Reserve Account lrtter of Credit immediately following such disbursement from moneys available in the Reserve Account in accordance with the provisions of the first paragraph of this Section +.05(A)(a), by depositing funds in the amount of the disbursement made under such instrument, with the issuer thereof, together with interest thereon to the date of reimbursement at the rate set forth in such Reserve Account Insurance Policy or such Reserve Account Letter of Credit, but in no case greater than the maximum rate of interest permitted by law. In addition, and in the same manner, the Issuer shall reimburse the issuer of the Reerve Account Insurance Policy and/or the issuer of the Reserve Account Irtter of Credit for all reasonable expenses incurred by such issuer in connection with the draw on such Reserve Account Insurance Policy or the Reserve Account Letter of Credit, as the case may be. The Issuer may evidence its obligation to reimburse the issuer of any Reserve Account Letter of Credit or Reserve Account Insurance Policy by executing and delivering to such issuer a promissory note therefor and/or an agreement relating thereto, which shall be approved by Supplemental Resolution, provided, however, any such note and any payment obligations of the Issuer under such agreement (a) shall not be a general obligation of the Issuer the payment of which is secured by the full faith and credit or taxing power of the Issuer, and @) shall be payable solely from moneys available in the Reserve Account in accordance with the provisions of the first paragraph of this Section 4.05(AX4). All of the provisions of such promissory note or such agreement, when executed and delivered by the Issuer, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein' To the extent the Issuer causes to be deposited into the Reserve Account, a Reserve Account Insurance Policy and/or a Reserve Account IJtter of Credit for a term of years shorter than the life of the Series of Bonds so insured or secured, then the Reserve Account Insurance Policy and/or the Reserve Account I-ett€r of Credit shall provide, among other things, that the issuer thereof shall provide the Issuer with notice as of each anniversary of the date of the issuance of the Reserve Account Insurance Policy and/or the Reserve Account Letter of Credit of the intention of the issuer thereof to either (a) extend the term of the Reserve Account Insurance Policy and/or the Reserve Account l*tter of Credit beyond the expiration dates thereof, or @) terminate the Reserve Account Insurance Policy and/or the Reserve Account t etter of Credit on the initial expiration dates thereof or such other future date as the issuer 34 thereof shall have established. If the issuer of the Reserve Account Insurance Policy and/or the Reserve Account Irtter of Credit notifies the Issuer pursuant to clause (b) of the immediately preceding sentence or if the Issuer terminates the Reserve Account I€tter of Credit and/or Reserve Account Insurance Policy, then the Issuer shall deposit into the Reserve Account, on or prior to the fifteenth (15th) day of the first fult calendar month following the date on which such notice is received by the Issuer, such sums as shall be sufircient to pay an amount equal to a fraction, the numerator of which is one (l) and the denomilator of which is equal to the number of months remaining in the term of the Reserve Account Insurance Policy and/or the Reserve Account ktter of Credit of the Reserve Account Requirement on the date such notice was received (the maximum amount available, assuming full reimbursement by the Issuer, under the Reserve Account IJtter of Credit and/or the Reserve Account Insurance Policy to be reduced annua.lly by an amount equal to the deposit to the Reserve Account during the previous twelve (12) month period) until amounts on deposit in the Reserve Account, as a result of the aforementioned deposits, and no later than upon the expiration of such Reserve Account Insurance Policy and/or such Reserve Account l-etter of Credit, shall be equal to the Reserve Account Requirement applicabie thereto. If any Reserve Account Letter of Credit or Reserve Account Insurance Policy sha.ll terminate prior to the stated expiration date thereof, the Issuer agre€s that it shall fund the Reserve Account over a period not to exceed sixty (60) months during which it shall make consecutive equal monthly payments in order that the amount on deposit in such account at the end of such period shall equal the Reserve Account Requirement; provided, the Issuer may, with the prior written consent of the Insurer, if any, obtain a new Reserve Account I-etter of Credit or a new Reserve Account Insurance Policy in lieu of making the payments required by this paragraph. Prior to deposit in the Reserve Account, any Reserve Account l-etter of Credit or Reserve Account Insurance Policy shall be approved in writing by each Insurer and Credit Bank and shall conform to such additional or different restrictions as such lnsurer or Credit Bank shall reasonably require. (5) Unrestricted Revenue Account. The balance of any moneys remaining in the Restricted Revenue Account after the deposits required by parts (1) through (4) of this subsection (A) may be transferred, at the discretion of the Issuer, to the Uuestricted Revenue Account or to any other appropriate fund or account of the Issuer and used by the Issuer for any lawful purpose. (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. 35 (C) At least one (1) 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 Debt Service Fund sufficient moneys to pay such principal or Redemption Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to be paid. (D) In the case of Bonds secured by a Credit Faciiity, amounts on deposit in any funds or accounts established for such Bonds may be applied as provided in the applicable Suppiemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of or Redemption Price, if applicable, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders thereof for payment. Section 4.06 Rebate Fund. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used solely to make required rebates to the United States Treasury (except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certiflcate relating to each series of Bonds (other than Taxable Bonds), and other instructions from Bond Counsel, delivered in connection with or subsequent to the issuance of such Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; @) depositing from moneys in the Revenue Fund or from other moneys of the Issuer derived from sources other than ad valorem taxation and legally available for such purpose the amount determined in subsection (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and @) keeping such records of the determinations made pursuant to this Section 4.06 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificate and instructions of Bond Counsel may be amended from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. Section 4.07 Investments. The Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund, other than 36 the Reserve Account, may be invested and reinvested in Authorized Investments maturing not later than the dat€ on which the moneys therein will be needed. Moneys on deposit in the Reserve Account may be invested or reinvested in securities provided in clauses (1) through (9) of the defmition of Authorized Investments which shall mature no later than frve (5) years from the date of acquisition thereof. Any and all income received by the Issuer from the investment of moneys in the Construction Fund, the Rebate Fund and the Restricted Revenue Account in the Revenue Fund and in the Interest Account, the Principal Account, the Bond Amortization Account and the Reserve Account (to the extent the amount therein is less than the Reserve Account Requirement) in the Debt Service Fund 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 is greater than the Reserve Account Requirement, any and all income leceived by the Issuer from the investment of moneys in the Reserve Account shall be deposited in the Interest Account. A1l investments shall be valued at cost. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the bool$ of the Department of the Treasury of the United States. Section 4.08 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 mther is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such Ievenues as herein provided. ARTICLE V SI]BORDINATED INDEBTEDNESS, ADDITIONAL BONDS AND COVENANTS OF ISSI]ER 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 oi voluntarily cleate or qluse to be created any debt, lien, pled g' assignment' "n.rrirbr-.. 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 that are not Additional Bonds and that are payable in whole or 5l in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shalt be, and shall be expressed to be, subordinatd in all resp€cts 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 SubordinaM 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. The Issuer may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing the Cost of an Additional Project, or the completion thereof or of the Initial Project, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the Issuer. 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; provided, however, any Supplemental Resolution authorizing the issuance of Additional Bonds may provide that any of the covenants herein contailed will not be applicable to such Additional Bonds, provided that such provision shall not, in the opinion of Bond Counsel, adversely affect the rights of the Holders of any Bonds which shall then be Outstanding. Except as provided in Sections 4.02 and 4.05 hereof, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, however, that the Issuer shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Bonds pursuant to this Section 5.02 that in the event the principal thereof is accelerated due to such Bonds being held by the issuer of a Credit Facility, the lien of such Bonds on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by this Resolution. No such Additional Bonds shall be issued by the Issuer unless the following conditions are complied with: (A) The Issuer shall certify that it is curent in all deposits into the various funds and accounts established hereby and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and has complied with the covenants and agreements of this Resolutipn. @) There shall have been obtained and filed with the Issuer a certiflcate of an independent certified public accountant: (1) stating that such accountant has examined the books and records of the Issuer relating to collection and receipt of the Sales Tax Revenues; (2) setting forth the amount of Sales Tax Revenues for the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the Issuer from the eighteen (18) months immediately preceding the issuance of such Additional Bonds; (3) stating that such Sales Tax Revenues equal at least (a) 1.50 times the Maximum Debt Service Requtement of all Outstanding Bonds and such Additional Bonds then proposed to be issued and @) 1.00 times the maximum annual debt service for all Subordinated Indebtedness then outstanding; and (4) stating that no Event of 38 Default was disclosed in the report of the most recent Annual Audit, or if such Event of Default was so disclosed, that it shall have been cured. (C) In computing Maximum Debt Service Requirement for purposes of this Section 5.02, the interest rate on outstanding Variable ttate Bonds, and on additiond pariry Variable Rate Bonds then proposed to be issued, shall be deemed to be the Maximum Interest Rate applicable thereto. @) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of Section 5.02(8) shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal of and interest on the Outstrnding Bonds becoming due in the curent Fiscal Year and ail subsequent Fiscal Years. The conditions of Section 5.02@) 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. (E) In the event that the total amount of any Series of Bonds authorized to be issued shall not be issued simultaneously, such Bonds which shall be issued subsequently shall be subject to the conditions of Section 5.02@) hereof. @) In addition to all of the other requirements specified in this Section 5.02, the Issuer must comply with any applicable provisions of any financing documents relating to outstanding Subordinated Indebtedness to the extent such provisions impact on the ability of the Issuer to issue Additional Bonds. Section 5.03 Bond Anticipation Notes. The Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by resolution of the Issuer. Section 5.04 Accession ofSubordinated Indebtedness to Parity Statuswith Bonds. The Issuer may provide for the accession of Subordinated Indebtedness to the status of complete padty with the Bonds, if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Section 5.02 hereof, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, and @) the Issuer shall provide for the funding of the Reserve Account, upon such accession, in an amount equal to the increase in the amount of the Reserve Account Requirement occasioned by such accession in accordance with Section 4.05(AX4) hereof. If the aforementioned conditions are satisfied, the Subordinated lndebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. Section 5.05 Books and Records. The Issuer will keep books, records and accounts of the receipt of the Pledged Funds in accordance with generally accepted accounting 39 principles, and any Credit Bank, Insurer, or Holder of any Bonds Outstanding or the duly authorized representatives thereof shall have the right at ail reasonable times to inspect all books, records and accounts of the Issuer relating thereto. The Issuer covenants that within one hundred eighty (180) days of the close of each Fiscal Year it will cause to be prepared and filed with the Clerk and mailed to all Credit Banks, Insurers and Holders who shall have filed their names and addresses with the Clerk for such purpose a statement setting forth in respect of the preceding Fiscal Year: (A) the amount of the Sales Tax Revenues received in the preceding Fiscal Year; (B) the total amounts deposited to the credit of each fund and account created under the provisions of this Resolution; (C) the principal amount of all Bonds issued, paid, purchased or redeemed; and (D) the amounts on deposit at the end of such Fiscal Year to the credit of each such fund or account. Section 5.06 Annual Audit. The Issuer shall, immediately after the close of each Fiscal Year, cause the financial statements of the Issuer to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annuai Audit in accordance with applicable law. Such Annual Audits shall contain, but not be limited to, a balance sheet, an income statement, a statement of changes in financial position, a statement of change in retained earnings, a statement of insurance coverage, and any other statements as required by law or accounting convention, and a certificate by such accountants disclosing any material default on the part of the Issuer of any covenant or agre€ment herein. Each Annual Audit shall be in conformity with generally accepted accounting principles. A copy ofeach Annual Audit shall regularly be furnished to any Credit Bank, to any Insurer and to any Holder who shall have furnished an address to the Clerk and requested in writing that the same be fumished to such Holder. The Issuer shall be permitted to make a reasonable charge for furnishing to any Holder such Annual Audit. Section 5.08 Collection of Sales Tax Revenues. The Issuer covenants to do all things necessary on is part to maintain its eligibility to participate in the distribution of firnds from the l,ocal Govemment Half Cent Sales Tax Clearing Trust Fund as described in Part VI, of Chapter 218, Florida Statutes, .ui amended, as increased by any amendment hereafter enacted by the Florida lrgislature which expands the amount of sales tax distributed pursuant to such statute or any other law (but only to the extent expressly pledged by resolution of the Issuer). The Issuer will at all times comply with all of the requirements and conditions of Chapter 218, Part VI, Florida Statutes, as amended, and take every necessary action to remain qualified to receive distribution of the Sales Tax Revenues; and the Issuer will not take any action which will jeopardize its eligibility for receipt of such funds which may adversely effect its undertakings as provided in this Instrument. The Issuer will not take any action or enter into any agreement that shall result in reducing the level of Sales Tax Revenues distributed to the Issuer from that prevailing at the time the Issuer takes such action or enters into such agreement. 40 Section 5.07 No Impairment. The pledging of the Pledged Funds in the manner provided herein shall not be subject to repea.l, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Governing Body. Section 5.09 Special Covenants Relating to Reserve Account Insurance Policy or Reserve Account Irtier of Credit. (A) The Issuer shall annually submit to the issuer of the Reserve Account Insurance Policy and/or the Reserve Account Irtter of Credit, records of withdrawals on such Reserve Account Insurance Policy or such Reserve Account Irtter of Credit, as the case may be, received by the Paying Agent and remaining unpaid, the respective dates of such withdrawals, the interest accrued on such withdrawals and the a$gregate amount of irterest due by the Issuer to the issuer of such Reserve Account Insurance Policy or such Reserve Account Letter of Credit, as the cas€ may be. (B) The Issuer hereby acknowledges that the issuer of the Reserve Account Insurance Policy and/or the Reserve Account lrner of Credit shall be deemed a third-party beneficiary of this Resolution for the purpose of enforcing the terms, conditions and obligations of this Resolution which benefit the issuer of such Reserve Account Insurance Policy or such Reserve Account ktter of Credit, as the case may be. Section 5.10 Covenants with Credit Banks and Insurers. The Issuer may make such covenants as it may in its sole discretion determine to be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to insure or to provide for Bonds of any one or more Series credit or iiquidity support that shall enhance the security or the value of such Bonds. Such covenants may be set forth in the applicable Supplemental Resolution and shall be binding on the Issuer, the Registrar, the Paying Agent and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. Section 5.11 Federal Income Tax Covenants: Taxable Bonds. (A) The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds), that it shall not use the proceeds of such Series of Bonds in any manner which would cause the interest on such Series of Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B) The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds' within the meaning of Section 148 of the Code, and neither the Issuer nor any such other Person shall do any act or fail to do any act which would cause the interest on such Series of Bonds to become inciudable in the gross income of the Holder thereof for federal income tax purposes. (C) The Issuer hereby covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Bonds from the gross income of the Holder thereof for federal 4l income tax purposes, including, in particular, the payment ofany amount required to be rebated to the United Stat€s Treasury pursuant to the Code. @) The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the interest on which is (or may be) includable in the gross income of the Holder thereof for federal income taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon is (or may be) subject to federal income taxation and provided that the issuance thereof will not cause 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 pulposes. The covenants set forth in subsections (A), (B) and (C) of this Section 5.11 shall not apply to any Taxable Bonds. Section 5.12 Municipal Bond Insurance. Notwithstanding any provision to the contrary contained herein, the following provisions shall apply so long as the Municipal Bond Insurance Policy with respect to the Series 1994 Bonds issued by AMBAC Indemnity (as such terms are herehafter defined) shall be in full force and effect: (A) "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. (B) "Municipal Bond Insurance Policy" shall mean the municipal Bond Insurance Policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Series 1994 Bonds as provided therein. (C) Any provision of this Resolution expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. @) Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be required in addition to the consent of the Holders of the Series 1994 Bonds, when required, for the following purposes: (1) execution and delivery of any Supplemental Resolution and (2) initiation or approval of any action not described in (l) above which requires the consent of the Holders of the Series 1994 Bonds. @) Anything in this Resolution to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default as delined herein, AMBAC Indemnity shall be entitled to control and direct on behalf of the Holders of the Series 1994 Bonds the enforcement of all rights and remedies granted to such Holders under this Resolution. (F) While the Municipal Bond Insurance Policy is in effect, the Issuer shall fumish to AMBAC Indemnity: (l) as soon as practicable after the frling thereof, a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer; 42 (2) a copy of any notice to be given to the registered owners of the Series 1994 Bonds, including, without limitation, notice of any redemption or defeasance of Series 1994 Bonds, and any certificate rendered pursuant to this Resolution relating to the security for the Series 1994 Bonds; and (3) such additional information AMBAC Indemnity may reasonably request. (G) The Issuer will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Issuer or any information AMBAC Indemnity may reasonably request regarding the security for the Series 1994 Bonds with appropriate officers of the Issuer. The Issuer will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Series 1994 Bonds at any reasonable time. QI) In the event the Issuer shall fail to comply with the requirements of subsections (F) and (G) above, AMBAC Indemnity shall have the right to direct an accounting at the Issuer's expense, and the Issuer's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from AMBAC Indemnity shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 1994 Bonds. (I) Notwithstanding any other provision of this Resolution, the Issuer shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any Event of Default hereunder. (J) Moneys on deposit in the funds and accounts established by this Resolution may be invested only in thL investments described below, but only to the extent permitted by this Resolution and to the extent the same shall be permitted from time to time by applicable laws of the State: (l) Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America; (2) Obligations of any of the following federal agencies which obligations represent fuU faith and credit of the United States of America: Export-Import Bank; Farm Credit System Financial Assistance Corporation; Farmers Home Administration; General Services Administration; U.S. Maritime Administration; Small Business Administration; Govemment National Mortgage Association (GNMA); U.S. Department of Housing and Urban Development (PHA's) ; and Federal Housing Administration; (3) Senior debt obligations rated 'AAA" by Standard & Poor's Corporation ("Smndard & Poor's") and "Aaa" by Moody's Investors Service ("Moody's") issued by the 43 Federai National Mortgage Association or the Federal Home I-oan Mortgage Corporation and senior debt obligations ofother government sponsored agencies approved by AMBAC Indemnity; (4) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A-1" or "A-lt" by Standard & Poor's and "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (5) Commercial paper which is rated at the time of purchase in the single highest classification, "A-1+'by Standard & Poor's and "P-1" by Moody's and which matures not more than 270 days after the date of purchase; (6) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's; (7) Pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local govemmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable notic€ has been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Standard & Poor's and Moody's or any successors therelo; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (1) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certifred public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; (8) Investment agreements approved in writing by AMBAC Indemnity (supported by appropriate opinions of counsel) with notice to Standard & Poor's; 44 (c) as to certificates of deposit and bankers acceptances: thereof, plus accrued interest; and (9) Units of participation in the l,ocal Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, or any similar common trust fund which is established pursuant to State law as a legal depository of public moneys; and The value of the investments described in this subsection (J) shall be determined as of the end of each month and shall be calculated as follows: (a) as to investments the bid ald asked prices of which are published on a regular basis in The Wall Street Joumal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; O) as to investments the bid and asked prices of which are not published on a regular basis in The WaIl Street Joumal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized govemment securities dealers (selected by the Issuer in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally rerognizel pricing service; the face amount (d) as to any investment not specified above: the value thereof established by prior agreement between the Issuer and AMBAC Indemnity. (K) Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Series 1994 Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Series 1994 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the beneflt of AMBAC Indemniry, and AMBAC Indemnity shall be subrogated to the rights of such registered owners. (L) AMBAC Indemnity will allow the following obligations to be used for defeasance purposes: (1) cash, or (2) direct obligations of (including obligations issued or held in book entry form on the books o0 the Department of the Treasury of the United States of America. (M) Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Issuer, AMBAC Indemnity, the Registrar, the Paying Agent and the registered owners of the Series 45 (10) Other forms of investments (including repurchase agreements) approved in writing by AMBAC Indemnity with notice to Standard & Poor's. 1994 Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution contained by or on behalf of the Issuer shall be for the sole and exclusive benefrt of the Issuer, AMBAC Indemnity, the Registrar, the Paying Agent and the registered owners of the Series 1994 Bonds. (N) The following procedures shall apply for payment pursuant to the Municipal Bond Insurance Policy: As long as the Municipal Bond Insurance Policy shall be in full force and effect, the Issuer, the Registrar and the Paying Agent agree to comply with the following provisions: (l) At least one (1) day prior to all Interest Dates the Paying Agent will determine whether there will be sufficient funds in the funds and accounts to pay the principal of or interest on the Series 1994 Bonds on such Interest Date. If the Paying Agent determines that there will be insufficient funds in such funds and accounts, the Paying Agent shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Series 1994 Bonds to which such deficiency is applicable and whether such Series 1994 Bonds will be defrcient as to principal or interest, or both. If the Paying Agent has not so notified AMBAC Indemnity at least one (1) day prior to an Interest Date, AMBAC Indemnity will make payments of principal or interest due on the Series 1994 Bonds on or before the first (lst) day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Paying Agent. @ The Issuer, the Registrar and/or the Paying Agent shall, after the giving of notice to AMBAC Indemnity as provided in (1) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemniry or any successor insurance trustee (the "Insurance Trustee'), the registration books of the Issuer maintained by the Registrar and all records relating to the funds and accounts maintained under this Resolution. (3) The Issuer, the Registrar andior the Paying Agent shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Series 1994 Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (a) to mail checks or drafts to the registered owners of Series 1994 Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and @) to pay principal upon Series 1994 Bonds surrendered to the Insurance Trustee by the registered owners of Series 1994 Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (a) The Issuer, the Registrar and/or the Paying Agent shall, at the time notice is provided to AMBAC Indemnity pursuant to (l) above, notify registered owners of Series 1994 Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (a) as to the fact of such entitlement, (b) that AMBAC Indemnity will remit to them all or a part 46 of the interest payments next coming due upon proof of entitlement to interest payments and delivery to the Insumnce Trustee, in form satisfactory to the Insurance Trustee, ofan appropriate assignment of the registered owner's right to payment, (c) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Series 1994 Bonds (along with an appropriate instrument of assignment satisfactory to the Insurance Trustee to permit ownership of such Series 1994 Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Issuer, the Registrar and/or the Paying Agent and (d) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Series 1994 Bonds for payment thereon first to the Registrar and/or the Paying Agent who shall note on such Series 1994 Bonds the portion of the principal paid by the Registrar and/or the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will pay the unpaid portion of principal. (5) In the event that the Issuer, the Registmr and/or the Paying Agent has notice that any payment of principal of or interest on a Series 1994 Bond which has become due for payment and which is made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance wilh the finai, nonappealable order of a court having competent jurisdiction, the Issuer, the Registmr and/or the Paying Agent shall, at the time AMBAC Indemnity is notified pursuant to (1) above, notify all registered owners of the Series 1994 Bonds that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Issuer, the Registrar and/or the Paying Agent shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Series 1994 Bonds which have been made by the Registrar and/or the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (6) In addition to those rights granted AMBAC Indemnity under this Resolution, AMBAC Indemnity shall, to the extent it makes payment of principai of or interest on Series 1994 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Potcy, and to evidence such subrogation (a) in the case of subrogation as to claims for past due interest, the Issuer, the Registrar and/or the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Registrar upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Series 1994 Bonds, and @) in the case of subrogation as to claims for past due principal, the Issuer, the Registrar and/or the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of 2- the Issuer maintained by the Registrar, upon surrender of the Series 1994 Bonds by the registered owners ther@f together with proof of the payment of principal thereof. ARTTCLE VI DEFAULTS AND REMEDIES Section 6.01 Events of Default. The following events shall each constitute an "Event of Default" hereunder: (A) Default shall be made in the payment of the principal of, Amortization Installment, redemption premium or interest on any Bond when due. (B) There shail 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 on the part of the Issuer to be performed, and such default shall continue for a period of thirty (30) days after written notice of such default shall have been received from any Insurer or the Holders of not less than twenty-five ff.rcent (25Vo) of the aggregate principal amount of Bonds Outstanding or any Credit Bank. Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder if such defauit can be cured within a reasonable period of time and if the Issuer in good faith institutes curative action and ditigently pursues such action until the default has been corrected. Section 6.02 Remedies. Any Holder ofBonds issued under the provisions ofthis 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 Resoiution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof. The Holder or Holders of Bonds in an aggregate principal amount ofnot less than twenty-five perceil (25%) of the Bonds then Outstanding may by a duly executed certiflcate 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 48 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 (25Vo) n 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 fust trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggtegate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. 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, or any Credit Bank providing a Credit Facility for, any then Outstanding Bonds) 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, 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 Aoolication 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 ail Pledged Funds as follows and in the following order: (A) To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver, Registrar and Paying Agent hereunder; and (B) To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: (l) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: 49 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 preferenc€; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys :rre 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. (2) If the principat of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. Section 6.07 Control bv In or Credit Ban pon the occurrence and continuance of an Event of Default, each Insurer or Credit Bank, if such Insurer or Credit Bank shall have honored all of its commitments under its Bond Insurance Policy or its Credit Facility, as the case may be, shall be entitled to direct and control the enforcement of all rights and remedies with respect to the Bonds it shall insure or for which such Credit Facility is provided. ARTICLE VII SUPPLEMENTAL RESOLUTIONS Section 7.01 Supolemental Resolution Without Bondholders' Consent. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consenr of the Bondholders (which Supplemental Resoiution shall thereafter form a part hereof) for any of the following purposes: k.u 50 (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. @) 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. (E) To specify and determine at any time prior to the first delivery of any Series of Bonds 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. (F) To authorize Additional Projects or to change or modify the description of the Initial Project or any Additional Project. (G) To specify and determine matters necessary or desirable for the issuance of Capital Appreciation Bonds or Variable Rate Bonds. (H) To authorize Additional Bonds or Subordinated Indebtedness. (I) To make any other change that, in the opinion of Bond Counsel, would not materially adversely affect the security for the Bonds. In making such determination, Bond Counsel shall not take into consideration any Bond Insurance Policy. Except Supplemental Resolutions described in subsections (E), (F) and (H) of this Section 7.01, no Supplemental Resolution adopted pursuant to this Article VII shall become effective unless approved by every Insurer; and the Issuer covenants and agrees to furnish to each Insurer an executed original transcript of the Issuer's proceedings with resp€ct to the adoption of each Supplemental Resolution. Section 7.02 Supplemental Resolution With Bondholders'. Insurer's and Credit Bank's Consent.Subject to the terms and provisions contained in this Section 7.02 and Section 7.01 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 Resolution or Resolutions hereto as shall be deemed necessary or desirable by the 51 Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of tlre 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 specifred Series or maturity remain Outstrnding, 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, or any Credit Bank providing a Credit Facility for, 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, @) 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 the Pledged Funds other than the lien and pledge created by this Resolution which adversely affects any Bondholders, @) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or @) a reduction in the aggregate principai 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, the Insurer or the Credit Bank of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. Ifat 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 theil addresses as they appear on the registration books and to all lnsurers of, and Credit Banks providing a Credit Facility for, Bonds Outstanding. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the ofhces 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 principai 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 52 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 ofBonds 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 Amendment with Consent of Insurer and/or Credit Bank Only. If all of the Bonds Outstanding hereunder are insured or secured as to payment of principal and interest by an Insurer or Insurers and/or by a Credit Facility provided by a Credit Bank or Credit Banks, and the Insurer or Insurers and/or the Credit Bank or Credit Banks, as applicable, are not in default, and the Bonds, at the time of the hereinafter described amendment, shall be mted by the rating agencies which shall have rated the Bonds at the time such Bonds were insured or such Credit Facility was provided no lower than the ratings assigned thereto by such rating agencies on the date such Bonds were insured or such Credit Facility was provided, the Issuer may enact one or more Supplemental Resolutions amending all or any part of Articles I, IV, V and VI hereof with the written consent of said Insurer or Insurers and/or said Credit Bank or Credit Banks, as applicable, and the acknowledgment by said Insurer or Insurers and/or said Credit Bank or Credit Banls that its Bond Insurance Policy or its Credit Facility, as the case may be, will remain in full force and effect. The consent of the Holders of any Bonds shall not be necessary. The foregoing right of amendment, however, does not apply to any amendment to Section 5. I I hereof with respect to the exclusion, if applicable, of interest on said Bonds from the gross income of the Holders thereof for federal income tax purposes nor may any such amendment deprive the Holders of any Bond of right to payment of the Bonds from, and their lien on, the Pledged Funds and any additional security pledged hereunder. Upon filing with the Clerk of evidence of such consent of the Insurer or Insurers and/or the Credit Bank or Credit Banks as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as notice of an amendment under Section 7.02 herqf . 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 any additional security pledged hereunder, 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. 53 In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuani 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 ale to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision- shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Securities the principal ofand 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 applica6le, 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. Neither the 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 o; Redemption Price, if applicable, or interest on said Securitlis 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 thi Bonds for the payment or redemption of which they were deposited and the inierest accruing thereon to the date of maturity or redemption thereof; provided, however, the Issuer may substitute new Securities and moneys for the deposited Securities and moneys if the new Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on such Bonds. For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case may be, by the deposit of moneys, or specified Securities and moneys, if any, in accordance with this Section 4.0t, fie intereit 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 specifred Securities on deposit for the payment of interest on such Variable Rat€ 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 ttre 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 subje.t 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 Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this 54 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. In the event that the principal of or Redemption Price, if applicable, and interest due on the Bonds or any portion thereof shall be paid by an Insurer or Insurers or a Credit Bank or Credit Banks, such Bonds or any portion thereof shall remain Outstanding, shall not be defeased and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and any additional s€curity pledged hereunder, and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers or such Credit Bank or Credit Banks shall be subrogated to the rights of such Bondholders. Section 8.02 Capital Aooreciation Bonds. For the purposes of (A) receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds becomes due and payable under the provisions of this Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. For the purpose of determining the aggregate principal amount of Capital Appreciation Bonds which may be issued hereunder, only the aggre9ato principal amount of such Bonds at their initial offering shall be counted, without regard to the aggregated Accreted Value or face amount of such Bonds which shall be payable at their respective maturities. Section 8.03 General Authority. The members of the Goveming Body and the Issuer's officers, attomeys and other agents and employees are hereby authorized to do 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 8.04 No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Bonds, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing 55 persons nor any officer of the Issuer executing the Bonds, or any certificate or other instrument to be executed in connection with the issuance of the Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. Section 8.05 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, er,p."ised 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 8.06 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 Le consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of 1aw. Section 8.07 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any expless provision oflaw or contrary to the policy of express law, though not expressly Plohibited, or igainst public policy, or shall for any reason whatsoever be held invalid, then such covenants' u!..rr"ntt oi provisions shall be null and void and shall be deemed separable from the r"ruining cove;ants, agr@ments 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 8.08 Repeal oflnconsistent Resolutions. All resolutions or parts thereof in conflict herewith ale hereby superseded and repealed to the extent of such conflict. Section 8.09 n The Table of Contents preceding the body of this Resolution and the headings preceding the several articles 56 and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution or affect its meaning, construction or effect. Section 8. l0 Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this eighth day of February, 1994. 4trrrr-- Mayor-Commissioner (OFFICIAL SEAL) ATTEST:Approved as to Form and Correctness: t - l. 2/r. /z ,,/2t,." ' Crty, Ardtlo. -d Ct"rk -hJ ( dil,-..-- City Attomey I, Wanda Mullikin, City Auditor and Clerk of the City of Dania, Florida, hereby certify that the foregoing is a true and correct copy of Resolution No. 1 3 -94 of said City passed and adopted on February 8, 1994. IN WTINESS WHEREOF, I have hereunto set my hand and affixed the official corporate seal of said City this eighth day of February, 1994. City Auditor and Clerk (OFFICIAL SEAL) \DoCS\DANlAg,a.STX\aONORES2 lO2lO3/94 3:3l rh 10742n21 IJAX OalJMMrtl 57 RESOLUTION 13-94 Aut^; \I EXHIBIT A Bond Insurance Policy Commitment Commitment for Municipal Bond Insurance Ir.ucri CITY OF DAI{6 nI)RIDA AMEAC lDd.rrit, CotDor io! do CT C.rEc br Sfnor 22, Wrt W.ltlrtbo AvrEu! MrdiE , Wb.o!.i! StAl AdrL!tsrdvo O{ttcrr Or. Sa.t Strr.a Plur Notl Yort' Nc* Yorl ll)001 Co,nlnifiront NuflDc!: Drl6 of CorDmitmcd: Eryiralion Drtor 99r' FrDfllrr, 2, 1994 Mcy 3, 1991 Bondr: t3,37o,(m shr.r Trx Rsvnu. Bond., Soric 1e1r4, d.t.d ll#ffifr:"lffi*'#Tfrrllxx:bru.ry t, !994, rEdurir{ on Oclober t h thr ytlrt 1t}6 (l\rbody'r hr6On Sarvlcc laa Sfandrrn & rhrouth 2o2J, borh incluriw. lborl CorFnfbr arrara nf,ratc arlirt fErrrti.l .rt Fy.blc di.lctt b th.{.) All{BAC Indmnity Corporam (AMDAC) A lYiscousin Stock Insurance Company hcrtby commirr o iluc r MuniliFl Bond Iiuunncc Policy (6o 'Policy') ELdrU to $a.bovldc.ctibGd delt obligrionr (rbc '8oi.t'), aut b irly h $. fortn irylitEd in tbir Corrudbront, rubi.t !o tlrc tcrma rnd corditioru contrilad h€r€i! or rdd.d h.r& (tc corditiou tc, foii oo p.3c 2 rld folbwiu), To tcep rhil Conmitnia in rftd rn . d!! rtpU ion drt! laa forltr rbove, r rquar! (or ruvd Eu.t b. rubrnlt d to AM8AC prirr ro tuch r*plr.rlon .n!. AMIAC r!.w- tbo .i8lr b to6!. u,bo0y gr is Fn to t'rd . twwrl 'Itc Muldd Eold lrroncc h5cy rlrtr bt hrri I tf,c bllovrbg coodlltor lr! t titLdl 'ItG docuroGot! to bc croud uld doliilld ir combo widr |to iuuaGc md ttk of 66 Boodr rD.U no( oontri! r,ly u,ltne or mirlcadial rurrrcd of r rurlcrirl hc+ rnd rhdl not fiil to dcc r mrGrLl flat nccc$rry h odcr b nulc ito irlorDrtioo oonukr.d &ottir not airh.diq. No avtot rhdl os;rrr rhid ryouH p.nr{r .oLtrEbarr ol th! Bo'|dr, othBwiro Equircd, noa to b. tlquirEd t! purbh& lh. 8ond. oD tbc drtc rchduled for th. ilo.ttca rad .Llivaty tltcnot Tlpt rhrll bc tD ruid ct!r8. i! or affaotq lla aord, (irt \dint, withod lirdbrion, th. ..cll.[y fot tb. Bo.d.) ot d* furnoiq docorsrt ur tho offpirl anrld (or uy riuilrr direloerr! doourn a0 !o bG Gracuat ard dolivocd io wrrrccticn wih thE b.lllm rad r.lc of rt3 Dondr fion tte docrb(lo lhcrEol hclloforp pIoYUld t6 .lIlB C, Th! Eo& firU.oluifl oo rcftrtr !0 AI{BAC.6. Policy or 0u muni{grl bond inrunnc. c\rid.'lc d tbacby Grc?(.t E , b. rpprqv.d b, AMBAC. 3 4 &n! rcMBl 0ZE9)P*p I of2 5. AMBAC rndl bs prcYid€d llith (e) Exccutcd copior ol rU 6!.rBir8 do.uore.rtr, fhe of6pi|l drtlincrt (o! rny riEilar di.aloluro doou6. ) &d tto vrr'rou: l+grl ognrioa. dclivrrql h coirEcriolt lrirh tbo iaruartc. rnd r.l! oftbc Boadr, incliin8, f,,idoua limiLrioo, O6 unqurlifcd rp?rcvhg opinioo of bord cou[rcl rEndarad by r lrt, lkm rcrq*rblo to AMEAC, Tho fomr of Eood caurEl'r ryprlving opidoo shr[ rlro irdlca&, t( rpplitabb, thrt ttl' Eondr Er! Grcrnpt from fod6r.1 inooElg t r.tbn, 6.! Ol9 i8s€[ mgr& eomtly wili acrui, aovc fl& u[d€, rnd puru.m t8 0I! rGt trx hw r'Id thd rh. itrud h., tlt€ lcSri powr to comply wlll |gch eovHunB. Suab opinbn of bord coonr+l rh*ll br rddrorr.d !o AMBAC or, ln llt{ $€rEotr r t(*af lbau be PrcYxtod to AMBAC to lh. EfEC thrt AMB,.!C Ely rely o! ruoh ofllio! rr lf it wlt rddffitC ro AlilDAC, (b) A Lrar fton bold counaa{ or co$nrcl t6 tb. plrot rc. or oth.$vnc tom rnolhcr po[lon rcc{ptrbb b AMIAC !o rii sftscr rhrt [lc rlfl8ht do(lrouaE, th! qf[cirl aEnEn (or 3$y rirDrlrr dirolosurD docum.{ia) rrd thc v$iour I,'EII ophbnr .xecutld lsd deliYcrt.d in coon€{tion tvlh the i'luarEE ud mlc of lbc Eordr aro rothurirly in rtc forrut thrtaoforc t$mlaEd to AMBAC for rwiaw, lrith orty lllf,i r,ocqdmcota, ,lrodifcrtioa! ga dEl*ifl! Is r{,proysd by AMBAC. (c) A caniftd or cl,hk''r chccx br or ovidento of wirc tnar&r of rn *tnoud oqrrl to 0r inru.acc prniun * [}G rim€ of lhp irfl&rca rad d€livEry of UE Bonda. tf tllo lmou of pft{niud srocod! $100,000 m' prymEfli murt tG nud. by fcd.rl f,r,dr wirc tnnafra. Unllrr srprc$ly rrlrlvGd itr vnoE of in p{i by AMBAC, lho flllulcing documcoB rnd tho OffrJill Sttlm{lt .bdl c.r*ri! (rl rbc tE ru ud pmvilio0! pfovidrd in lh! AMBAo lodlllrlily STAND,{RD PACKAOE tfinrni{ed hcnc$'Ih.I!d (b) ldy r*litionrt o..l cr writt6! f'rovirioo. or comocnb rubmitcd by AMBAC, A}lgAC rhll neaivo r eqp, of.nI inlurlLcc polisy, .uriay bolrd, tuarnty or indffirniEortion or ary othtr polhy, ofitr8rr or rgEfiG.rt rtioh providcr for p.y!l!* of rll or rny pofiio[ of t[c dcbl, lhG coru ofcaond{ocliol' $c lor.r of bueioe:l incoroc qr ilr rsy w.y tlcrttt, gullF?t oi etfittirel tho ircotr ttltlfl rntlglplcd to pay th! boadr. An, proviniom or rBluiJnmqtr of ahG PurEt !o Cotrfrca o, Bond furchrra fufEm.at r?f€ltnglu AMBAC rNtr bo !ct[ b tllc rna*ioo ot rrdrE Fqrdi mt tet t[.r fivc (t budrHt dryr prbt to ctoeiry. Il suc$ pmvbio or Ilqgirs,rerts rt? noi rcceiyrd *![ia Uar !irn€, aoopllnc€ rDa, lot bs Po..&b. Rovi:* and rFrovel by AI!|EAC { lcst , &yt ptior to olorhg of tlrc Ercow furccoe{rt Sr tho &fcrruct of tlrr rppliebE Boodr (thc 'Prior Eondr). 6 7 8 I l0 11. REcript of ltl opinioD of coulrd rcaqarDE ro AMEAC drrt ltrG P!a! Boodl h!r,/G b€€{, lqrUy defc.rcd' L2 n acip( ofrn cpinbo ofoqnrcl rpccpteblc r AMBAC wi6 rtgrd lo thc vrlidilv ard colorrebility of6o Erom* A$lrBrd. ll. AMEAC r€quir€i rn Arrditioul iolldr Trlt o( r.50x MAD!i Officcr A! b.c 5 dry. pfiof to cloting, AlrlEAC surt rE aivc c.rti6c.riq[ by en rcoounring frnn rccefrhblu to AITBAC rhet thc eurilicr invclcd erl !'itE irrr ro pry tto Prior Bodr, Upor EcciF of thi! .ornmirned Alt{8AC rhould be norl[ed shkh [m vtl bc ltoyldb8 rhc ccnificadon, For6 ,CMBI (l2l89)Prt. 2 of2