Resolution 86-572Por e ample, a ing the Cost of Funds a of t e date of
e , n), if themM m Cocpora[e T shdecreased
rty-s n percent )3]8)ubut the Prefer ence cReduetion R to
--its unchanged, the Base —I—- would be adjusted as
Pec tentage .�38
(b) Bonds" I '1186 —de"shad m e 11,000,000
ted R ondsra uthorized Cc be i uednpursua nt [ this
solutionvandeaBy additional parity bands hereafter issued in
the manner herein provided.
(c) "Cade" m 1 Revenue Code of 1951, as ended, any < ng Ming provision of any future laws Ifthe
utited States of Am relating to federal i and
cept a o therwiseep rovided herei e. o requ iredc bye[hexc
hereof, includes i erpretations t ned o <nforth
the applicable regulations of the 0 of t Treasury
(including applicable final regulationsoandm temporarye
regulations), the applicable rulings of the I nal R
Service (including published R e Rulings anarp—atb letter
rulings) and applicable court decisions.
I' (d) "Commission" shall mean the City Comm rse[on of the
City of Gong wood, Plor ida.
(e) und" m Police Statill
Construction F�ndcp ovi did Ffor inesectldh 14(e) he r eoE.
IE) "Cost of Funds" shall rz e M1undred multiplied by
a fraction, t If w neI_ t the t tal i st
expense of S hrfor[[ mmedia toly precedingre
endar qua rterum tiplledlby four (9),r the a rage t tal a s
.1 for the immediately preceding—lendacet
quarcerra reflected in t e quarterly financial
statementsIfuS.C—t Hanks, Inc.
.���---woras,
Cost of il total Sun Trust interest expense Eor precedinq qua rte�r x 4
Funds = l00 x
2ver19e S-Trust total rise cs for preceding quarter
ample, based o ce quarterly financial sIt
for Sun__ Banks, Inc. for[he period ending June 30, 1986t the
cost of Funds would be c culated as follows:
cUnc of IrrIzle, 4os a4
ds = 100 x L1B, 25��
Cost of
Funds _ 4.t6
(9) "County" shall mean Seminole County, Florida
Prime Rate plus two percent (2%) per annum
omponent of 11,
Tef ra Adjustment) while the Bonds a
_I i n9. uch e xed R shall bI adjusted
cally a of i v--till I'll oftany change i
Maxlmumr Corporate T any c ange i referencee
Redaction R e bas edxuponet e follcwin9 formula u in9 the n
m Corporate T x Rate and t w P r eferencesReductionebate
xed R equal [11.44%jnmu ltiplied by [1 minus
Maximum Corpoeatea Tax Rate[ plus [TeEra Adjustment].
icy -seven percent (3)&) but the Preference Reduction Rate
r emaans unchanged, the Crxed Rate would be adjusted as follows:
date of i of t onds t ou9h and i lading the s
ann r ve rsaryo_I of the is suancerof the Bonds while such Bondsn
bonds.
(1) Issuer sha11 mean the City of Longwood, [lorida.
(m) orpora to T
marginal Federalrtax rate (currenclya46%)ma pplicablea Go
nal Revenue Code of 1954, m en a ded, a uch
marginal Federal tax rate sha11 beamodified from time to tame.
(nj "P1a ns and Specif ica[icns" when used with reference
the improvements comprising the Project, m the P1ans and
Specifications prepared for t and filedsw Holder
as the same may be revised from time to time duringt thehe
(o) reference Reduction R shall m n the per tage
reduction (cu r rent-, 20%) to be applied t the a allowable
as a deduction under Chapter 1 of the Code with respect to any
n 111(e) of the Code) as presently s t forth i
291(a)(3) of t Code, a uch percentage reduction shalltben
modified from came to ti_
e by Sun Banks, r s principal office in Orlando,
Florida, or by the C o[he prime r e (which
only abenchsm s purely discretionary and
�otsn illy t e best or lowest'. ir arged
borrowingccustomers o_ any subsidiary bankof t Sunt Ba nks, Inc.).
(q) "Project" shall m and include the improvements
made o o bmade t ea la proper ty described o Exhibit A
Itthld ree to and madeea part hereof, including, but n
limited to, the t c a
of a approximly 9,559 square
foot police headquar to r sf a cilityas descateribed i the Plans and
Specifications prepared for the sG I o and other c s
associated with the Construction o_the polia ce I_ipn.
(r) Regis erar" shall mean the Issuer.
(s) Tefra Adjustment" shall .,It an adjustment equal to
m Corporate T Rate] multiplied by the Preference
Redu c{ion R ample, a inq the Cos[ of Funds ..
of
the date ofai e (4.78), ifs the M m Corporate Tax R to rs
decreased t thirty-seven percent (37%)ibut t reference a
Reduction remains unchanged, the Faxed Rate would be adjusted as
follows:
In other words,
Tefra 1[-n f CT-- REtte
Adjustment L as �x �ax x Creferan ce Reduction Rat]
eor example, based upon conditions 11 of the dace of issuance the
Te Era Adjustment woula be calculaced as follows:
Tefra
Adjustment = 4.]8 x .46
Tefra
Adjus —t = .44
For e ample, a ing [he Cos[ of Funds a of the date of
e (4e.]8), iE t orporace a s deceased c
n percent (37%)xbutmthe Preference Reduction R morns
u nchangedVthe Tefra Adjustment would be adjusted as follows;re
Tefra
(t) "Utilities Service T hall m imposed by the
r pursuant t Code of Ordira nces ofa t hehCityx of Longwood,
section 2 e pu...... of electricity, m red o
b.ttlbd gas (naeurzl16iiqu ifiea o nu Eact-2), w rvice,
telephone service and telegraph service within the Cityse.
(u) iable A—'
shall m [he B cage of t
P rovidedarh atthat the v is ble R shallnn r be lessrthan
1-1 per a regreater than 9.0$ per a providede further,
[ha tusaid m and in snfor Variable R shall be
adjusted i [he e not ua changexi utheaM orporate Tax H
the Preference Reduction R and m
hall be adjusted a callyua oEsthet e ff e c t ivemdate ofxa nym
change i the M .1porate T any change in the Preference
Reduction Rate basedmupon [he followRnga form. las:
NEW MINIMUM RATE = 8.9 multiplied by (1 - m Corporate
Tax Rate) + (Tefra Adjustment)
NEW MA%SHUN RATE 15.85 mu lttplied by (1 - MAxil
m Corporate
Tax Rate) I (Tefra Adjustme n t)u
ample, a ing t e Cost of Eunds a of the date of i
(4c]8), iE thesM m Corporate T s decreased t tbi rty<seven
per ent (3]3) bu[x[ refe [ence Reduct ionr Rate r nchanged, the
new minimum and maxvmum races would be adjusted asmf ollcws:
NEW MINIMUM RAT_ _ (8.9 X (.63) - (4.]8 X .37 X. 28)
5.96
NEW —MUM RATE _ (15.85) X (.63) 1 (4,]8 X .37 X .20)
1 fiscal year" shall m the period
beginning October 1 and endi nq sepxeniber 30.
(w) ords r
importing singular number s c lode t
plural n and v a ndswordsimpo rung
persons sha 11 Include firms and corpoations.
secmloN J. P 12 is hereby found, determined and
declared as fall—, thats
protection of the health, welfare and safety of its residents.
(d) The c e i headquarters facility of the Issuer's
police department Isprese ntly inadequa xe to meet the needs of
(c7 It i dry and .....
till to the immediate
protection of the health, safety and welfare of C tlzens of
the Issuer that there be constructed and equippedhan
'd) The acquisition, c t public b and equipping of a
police headquarters facility a sofa anefit t the
citizens of the Issuer and constitute a valid municipal purpose.
(e) The e ted c of the c acquisitio
If
t roject i sapproximately $1,000,0o0ti na99rega[e.
Su chhe shall be deemed t nclude the c ofea cquisition and
It
any fix equipment or properties deemed
aiyio teherefor; fiscal fees; architectural and
l egalsexpe nses�nex penses for e of c and o£ r
expenses far plans, spec if i cat i on wand s veyss administratives
expen and s expen mayu be n dry o
incidental to the hfinanc ing author l zed by thiscRes olu tion.
(f) The Utilities S w pledged and w
be sufficient C oper andrm then Project and Co pay the
principal of and i Dods to be i ued pursuant t
the provisions of this ees oluhi_ _ the same mature ana become
(q) The principal of and i the Bonds to be
ued pursuant c this R solutionuandeall o r payments
provided for i solution will be paidtsolely from the
tilixies 5 s herein provided, and i will n r be
required Coe levyet of any n any red ltor personal
property i o pay t pal of and iI.
e Bonds totbe i— pars uanthx si Resolution orttoem any
other payments provided f thietR solution; and that t
Bonds Mud pursuant t this shall n to a
upon any of the propertieseof l x u
ceptnc
Utilities Service Tax, or any part thereof or upon any -1-
property whatsoever of the Issuer
and b t bid i yr6ance w o bid published
by thesS y 31, 1966Ch The Ei na lot e purchase
of the Bondsr a snprovided and s t forth i thissR solution were
omplished through neg oeiations with Sun e .....
Nationa
thereby making Cia privately placed negotil
te ad
salecia b the e required1, law, the purchase of the Bonds
of hrby a ardedto Sun e anal A nehe basis
eial bid and Ches ubse -tly negotiatedt
Puzsuantnt hapter 218, FS o r ida Statutes, reby
the following findings with regard t t t h elnegotiated aspect
ofh[ sale of t Dods: (a) negotiated sale of the Bonds a
priceeequal t the principal
aneof plus lasued oi
fill e dacetef thee
btecuhenDofthssu(b)lnWe% easelist
of
n general, due e the n of the i prevailing
and the m tab ilitye of [ onds; and
speci Eicall ye Eor C 11l11 ng additi—lh1 (i) I the
bpi -on of the [suer, if competitive biddingswere insisted upon,
purchaser for the Bonds on a competitive bid basis which off ;zed
opinoof t e Issuer, e Bonds i
belowi s forts mi lareobl iga t ions[ and could n t[ber
lowerednve e nsiErbeen It tltive bidding had bor were to be
u cilized,
ued h under by t hall hold the s
thiseA solu[ionhsha llhbes deemed to be a hallmc cute
between t and t ondholders; and theci
I--- and agreements h e rein se thfo th to be performed by the
e legal holders of any and all of s onds, all of which
Shall be of equal r ithout preferenceB priority o
distinction of any ofkt ere onds o any other thof except as
expressly provided therein and hereon.
NDS. Su bJect and pursuant
the provisions of this R solution, Bonds of C e Issuer to be
icy of Longwood, eF ri da L ted Revenue Bonds, Series
1986' a e hereby authorized too be i ued i aggrega to
principal amount of one Mrllron Dollars ($1,000,Ooo.00).
(unless s r prepaid a rth herein); shall bear i rest
t forth i sthetBo�d, which i est s 1 bece
payable peri odica llY c inq M rch 33, 1 andho es
sec forth in the Bond;oshall be issued initially as a singleat
fully -registered B and shall be payable a o principal i
eleven (11) a uaSoi ing Be ptember 2d 1
which i shalllbeeinsthenamoun is and on the dates sIt
forth in thelBonde
uch Bonds shall be payable w espec[ to both principal
and i at t office of the F.o Sderrand shall be payable in
lavfultmoney of the United St_ of America.
in the name of the Issuer by the Mayor of the Issuer and
of the Issuer a a facsimile C eof shall be affixed t
reproduced thereon, The facsimile signatures of CM1e Mayoreo cehe
City Clerk may be imprinted o reproduced o the Bonds, provided
that at least one signature required to be placed thereon shall be
signed o s s ealed any of t olds sha11 e
c o be s
of f iceraof the u
I rbe Eore the Bonds signed andsealed sha llch
I— actually s.Idand delivered, such Bonds may nevertheless be
person who signed o ealed s onds had n sed to hold such
office. Any Bonds may be signed and sealed on behalf of the Issuer
by t
such person who a the a ua1 C of the e of s onds
s hail hold the proper officein the Issuer, although at theuda to of
e facsimile signature of any person w hall have been such Mayor
r City Clerk a any t after the de,
t onds,
iths —ding that h maynh sed to be s officer at the
time such Bonds shall be actual iycsola and deli--d.
N 8. AEGZBTRATION. The Bands S ECTIO NEGOTIABILITY ANO
ued hereunder shall be and shall have all of the qualities and
ci dents of negotiable instruments under the law m rdhant and
the Laws of State of Florida, and each successive holder, in
agreed that such Bonds sha11 be and have all the qualities and
-—s �ii[niGR
The Bonds shall be registered a o principal and i
the off Ice of t Aeg is trar, o suffice of any o regis tract
ha11 be duly appointed by r solution of t ard,h such
r e9 is tration to be n ted o the back of said sondsosha Ll be v lid
unless made a aid officenby the registered o r by his duly
autborixea agent or representative and sr mils rly n hed on the Bonds.
In c any Bond shall become m Cilated or be destroyed, stolen
the Issuer may, i s discretion, i and deliver a
and of li k, tenor 11 th, 1111 s tilatede, destroyed,
or s d
Sonde nuponlsurrenderxandngcancella[ion of such mu tilatedv Bond or
n lieu ofand substitution Eor c and destroyed, stolen or
lost, andupon C older's fu rn i.s Fieg the S ooE of
hip [ eofeand s isEactory indemnieysandr complying with
uchre nab le regulations and conditions a
may pre ribeaa d paying s expenses as the S may i
All Bonds s endered shall be c celled by the Secret aryc of
the Board. oIfuany such Bonds shall have matured or be about to
the s upon rnq indemnified a aEoresa id, and iE s Bond
be lost, stolen or destroyed, without surrender thereofuch
Any s h duplicate Bonds i aed pursuant tos Section
s hail constr tut, original, additional eontract-I ob ligaeions on
destroyed Bond be a any till found by anyone, and such duplicate
Bonds shall be entitled torequal and proportionate benefits and
bear i on as may b redeemed
iehoutt premiumtochpenaltybPetoa tt their respective s -ted dates
of m ity, a the option of C and upon the givi ng�of thirty
)30)adays notice to the aondholders�
may redeem all o a part of t e Bonds prior c icy upon the
, i 'it,
of thirty )SO) days n ondholders and i
11,11 e Issuer shall pay C e Holder a prepayment penaltyui
equal to III the t tal a of i est t ould n
havembeen paid o the a ool Bondsnbeing prepaid from the date
of prepayment t end of tt xed R iod had the Fixed
Rate been a rate per ant— eq.tlFto the aF r x edrRate in effect on
orporate A ) less (ii) the .... the pr principal epaid uld wo
yield if c e principal a ants sopre paid w tee o the
date of prepayment i B.S. T ury s ing
maturity date cornciding ewi th the end of the Frxed Aate Period or
maturity date c ciding with the end of the F xed R e Period,
n the date closest t end of the Fixed R Ibe, and
radie, in the s ondaryhm ket i nableavolume a a price
ithin 5% of pet.0 Any partial prepaym11ts o Che Bondt shall be
11 n sloo, 000 o tegral multiples of
ss,0000t eafters a nda s hall be applied to the Bonds in rnverse
order ofhthe stated maturrtres.
11 I'll F— OF —e. The Bonds shall b
substantially Lhe following form, wit�
/. and varr ations as may be necessary and desira blesandsauthorizedns
r permitted by this Resolution or by any subsequent resolution
adopted prior to the Issuance thereof:
No. 5
UNITED S TEL£ A-,.,ASTATESAOF t'
CITY OF LONGWOOD,3f FLORIDA
LIMITED REVENUE BOND
IINOW A .MEN e RESENTS, that the City of Longwood,
rida, (hereinaf terY ref erEed t r"), for v ved,
het promises to pay c
registered holder, L regist lied n.—,Bs, nsol, t fromithe special
funds hereinafter menel ned and noc o e pri cipal s of
L 1S eh'ra ndeto tpay, solely from said
speciao said pri cipal s the I— per annum
as hereinafter se[ for th,opayable as se[ forthaM1erein;at
ued i unpaid principal balance of the Eonds
hall becpayableno the following dates: 23, 1988; September
23, 1988; September 2 989; September 23�a I.
September 23, 1991;
September 23, 1992; September 23, 1993; M 13, 1994; September 23,
1994; M rch 23, 1995; September 23, 1995aM rch 23, 1996; Septembet
23, 1996; M tcM1 23, 199]; September 23, 199]; M 23, 199P; and
September 23, 199P. The principal o ondsas hall be repayable in
eleven (11) consecutl ve aggtegHt, annuals installment payments as
follows:
_payment
September 23, 19PP 54J,619.00
September 23, 1989 595,238.00
September 23, 1990 $95,238.00
September 23, 1991 595,238.00
September 23, 1111 595, 238.00
Sep tembee 23, I_ $95,238.00
September 23, 1111 $95,238.00
September 23, I_ 895,238.00
September 23, 1996 595, 238.00
September 23, 199] $95, 238.00
September II, 199P 595, 239.00
Oth principal of and i ts Bond Ill payable in lawful
[hney of t e United St a t e sr of A_ lca at the principal office of
e H.I_.
SE no repa pyments of principal of the Bonds a made a
n permitted, I_
o final i e duet - tem Sepber
23,e1998, upon the presen ta[iontand surrender hereof.
From t e date of i ..
the Bonds u ell the s ven th
aIF
date thereof ehea1 est r tunpaid e
principal balance of t .— shall b e£ixed R
defined in the Resolution, subject _o c erta i nad j us eme ass as
provided in the Resolution thereafter the interest race on the
If the principal of, o m1um, if any, or lnte_est on
unpaid principal of and premium, iE any, and to the e
permitted by 1 the a of such unpaid i shall. bear
interest at I—', Ra[em(astdeEined in the Resolution) plus two
full, su e being referred to herein a the "Default Rate,"
and ailinterest to be paid in respect of said Default Rate being
of T xability" t (as hnI— defined) and gh e d
of payment in full of rt he Bonds (the nclus ionCou
P iod ) "Chs 1ate be
the "Prime Rate" as defined in the Resolution) olus an additional
have occurred upon the dace of issuance by the Internal Revenue
effect that c n the Bonds i Rcloda ble Eor Federal
x purpoes sei sthe groc
ss i sof the Bondholder o on up
eipc by c ondholder of a opinion of a Rally
cognized bond c sei approved by the Issuer (which approval
shall not be unreasonably withheld) to the effect that rnterest
q ross i of t o Bondholder. In the e of the a
of a the Bonds shall bear i It theuus Ndjted
Rate from the Date of Taxability (as hereinaftert defined) to and
any iiiltt.1.1.—
ch D sebseque tly e sed o side, e
r sha 11 be r sed immedia[elye(a Id r velY t
tbb D of tT xability, a Rafter defined) t tthecrate of o
effect immediatelyeprecedinq the Date of T xabiility,
a ndeappropriate repa ymen[s of e ,(if any)as hall be
paid to the Issuer. The term 'Dateso EnTaxa bili ty" means the
Honds 1 ncSudable i the gross i of the Hondhold er a
r esule of the occurrence of any Ili —stances giving 115e to the
ex nq i"
by the Bondholder due t he failure If
theBondh.lderto include i o the Bonds 'I failure
i
for Federal x purpos e se forthat portion of the Incl.sion
iod end ingnwith the date of the D —1.
nIy a
sultinq from such a Determinationand any penalties i
th' of i otherwise s 1 be paid o the i e payment date next succeeding the Determination. Whenever it this
be deemed t hide and man interest at the adjusted Rate
during any �ncl-- Pi—d
s provided 1 obligated t
pay ter tarn ad di t iona It sums tolt he Bondholderoupons the occurrence
of a Determination, If such D subsequent t
payment of the Bonds in fu11, therIssuer specifically agrees and
covenants with the Bondholder, to pay to each such Bondholder, as
foregoing indemnities and payments required by t solution, f
any change in Savo Ill i erpretation tF ereof o s hereaftei,
change i the M ocporate T
Rate or P refe.:lb
mReductionr Ra to las those terms are defined in
former bondholder r opinion of a qualified t sel, ecerve5 an ax coon
cnionb$h t the I and the T us tee, C of w
opinion � be paiduby ehe I that s ange wrllhr
an (1)nasdisallowance, elrmr nation, reduction„ disqualifica[eonit
x purposes of s hondholder o of any
grou affiliated pnofmwFuch Bondholderr ember
(Fe red. andl— (2)athe imposition
If anynpreference� minimum or other special tax under the
"Tax"), and such Loss o s directly o indirectly related to
such Bondholder's ownershipxof ehe Bonds or the receipt of income
x by i ing [ t payments to be made
r cpre.i ouslyTmade t old" espect t ehe Bonds by a
which after deduction of allrc required to be paid as
—.It of s h Holder's r eipt f uch ....
(in
bithgncluding,
e limitation, any t ingfrom a reduction i
wbichwould the, be allowable a a deduction) will
sum Bondholder after-tax ewnom rc yield and over-all-nem "o rn tai
the same levels whim would have been teali—d if such change in
uch Holder's after-tax e c yield and o ra 11 n after-tax
cash flows shall be de to rm in edion the basis of the assumptions
benefit of t e deduction o redit if such change in law o
e rpre n thereof did n and (ii) the Bondholder has
marginaltf ederal, state and localo<orpotat e income tax rates
e payment of the Bonds in full and discharge of [
issuer s other obligations under the Band and the Resolution and
applicable s If"
s (or limitation period) w
espect t thetinclusion nofai n the gross i oftany
uch Bondholder. Any such s sepayable her eunde[ shallabe
payable by the I a date selected b but in no
evenI more than sixty (10) days after the Determina Leon.
a nding anything else
s olutionW i i nshall 6 tepa id o
agreed to be paid to the holder ofvtbe Bond foreuse,uforbea ranee
r aetencion of f ney to be aacanced the 11, naer a eea the
highest lawful r e peemi[[ed under 1 applicable t o by a
art of compel t jurisdiction. If,from any c
whatever, t e fulfillment of any provision of thisc[io nd o ache
Resoluti on,ha the t e performance of s h provision shall be
due shall i volve payment of i which e eeds
the highest lawful r o determinedt thenti o factdthe
obligation to be fulfilled sha 11 be reduced I.
highest
lawful r If, from any c what""' the holder of
the Bondshall e cthe a of which would
eed s highest la wfuler e por othe — which would
be ce shall be appliedtt [he reduction of the unpaid
pri ncipalrbala nce due under this Bond and not to the payment of
aggregate principal amount of $1,000,000 of like date, tenor and
to acquire and c ns tract and equip a approximately 9,—
square -foot poli�e headquarters fa ci IIII on property o ned by the
Issuer and for purposes i cidental thereto, under t hauthority
If
and in fu11 compliancenwith the Constitution and5 eof
the S of Florida, and a solution duly adopted byat eMy
If id I t22nd day of September, 1986 Ithe
saimsolution"), saand is subilttto all the terms and conditions of
a Resolution.
This Bond, the i of which i a part, and any
additional ':I
e bonds�r ing o a parity therewith, w may
be i uea anavo anaing under the conditions and t
f orthsi the Resolution, a and will c e to beepayable
solely a I.
both princi paleand i to f I— and s red by a
pledge of and lien upon the UtilitieseS-11,e Tax, as such term
Resolution. Thrs Bond does not constrtute an indebtedness of the
It— provisfon or limitation, and i expressly agreed by t
older o this Bond that such holdertshall n r have the righIe
r equI _.Pei
t of the ad valorem t ing power
of the Sssuer for the paymentcIfet e pri cipal of andi
this Bond o the making of any other payments provided forr in —
the
Resolutions
s further agreed between. the 3 and t older of
I— Bond t e Issuer c t Sevy t uoE any n n any
r personal pr operty i o paytt
principal —If or anterest on this soedhands that this so ndea nd the
tan a It" up"y o r properties of the I any
parte
t eof, but shall constrtu[e a lien only on the Utilities
serviceT—
�r�
y Cle rc
Tne HondsCshe111n c beNo indebted ISSUER.
but s 1 be payablen h. ely
ef... t lit ies Service
s hereinhprovided. hold.. o .I ...Uo. any Band i ued
under s right t ompel t of the
t.iiHg poweraof the�I— ertto pay the Bonds o theei
. bee itled to payment o£ such principal andri
Ill. any other funds of the Issuer except the ❑[ilities Se r vicet
Tax as prodded herein.
SECTION 1 EDGE OF UTI LITZEs sHRVICE
TA%. The payment of [he principal Df and i all of the
1ji1_�
s all be s red forthwith, equally ander [ably, by a first
and prior Iien o •the Utilities s e Utilities
He.. ice T o pay thehpr i ncipal of and
the eondsoand [ ma k eea llto t her payments provided for
solution, i —by i .ably pledged t the payment
of ihes pRencipal of andhinterest on the Bands herein authorized
as the same become due.
SECTION 1 PLICATION OF HOND PROCEE.. All moneys
ved from the sale of any o all of the Bonds originally
u thorized and i ued pursuant to this Resolution shall be
dI bu..hd as follows:
(a) T hall first be paid, o there shall be set aside
and held forhsuchspayment, all expensesri red by o n behalf
of the I ,.lion with the i of the Bonds,
ncl udingsobItrn [olimited [ any feessandcex penses of the
set, bond c sel, ial purchasers' c sel, the
eof sprinting o e prepay inq the Bonds, if any, the
ost of preparing o ording and filing Che i
emplated herebyrandeany o expenses i .edam
ich the Bonds o sale andhi Pa ymentnt eof
shall be made upon bmrssron to the I s su e r�offs tatements or
invoices therefor e,su
(b) The balance of such proceeds 0E sale of the Bonds
shall be deposited by the I n Bank,
nal A o be known as thea CPol icea Station
Con s tructlono Fundi' ich shall be kept sepa[ate and apart from
all other funds of the I All m neys a any t aid
Construceion Fund sha11 beat usly s red in the s
s deposits 0E s andzm cipa1 funds a required to
r bensecured by the pzesen ttLaws of
u[he State of Floeida,
The holders of said Bonds shall M1a ve a lien upon all
neys i aid c and u til applied as provided i
solution; ca ndrs neys shall be used only for the n
and acquisition of the P[0ject as provided in this
Resolution nand for n other purpose. ifor an fy r there
shall be a expended balance i the C undo of ter
omple[i" of t qu acisitioan n d c nof the
project, t such unexpended balance ofsa idcsond proceeds shall
be used to redeem the Bonds on [he next practical payment date.
All such proceeds of the sale of t e Bonds shall be and
e t[u st funds foc such purpos and there is he_by
[edua lien upon all s neys u ti1 s applied as provided
herein, in Eavo[ of the holder of the Bonds.
will be made of the proceeds o£ [ onds w if
uch u bly expected o e date ofei M1ofD the
onds, eulaec tithe s o be 'azbitzage bondsssW
themi ngwoh theaCode. TM1eml ss uer a all t while — Honda and
est thereon a ,odinq, will m_ply with the
requirements of Sec ti 0ne103(c) of the Code and anY valid and
applicable [ales and regulations promulgated thereunder.
With zespect to Section 303(c7 of t e Code, the ma Yor of
the I r has e tad the Arbitrage Certificate"
o mains rep[esenta [ions of et arbitrage
which representations by thisr efere nceta orpor aced
ondsand made a part h Hof, tcf the
bond c sal shall renderPa oopi�i- ss toa arbitzage
matters based in part upon the representations c ned i
Issuer's Arbitrage Certificate. The Issuer agreestt hat i ing
wi 11 do s omp liance with the zepresentations
nedti e Issuer's Arbitrage Certificate and i or dance
i tha the provisions hereof. neys c n be i tad without
[eqa to t the yield limitations of Section 103(c) of the Code
only t the e t permitted by t applicable regulations of t
United S ta[esxTreasu ry .epa r tmenthpr timid ga tad undez s h sectione
103(1) 0f t e Code (including any regulations p—posedcto be
pr.mulgatedh thereunder) a e presently a may ErOm
r evrsea,ci me hereafter besamendedm modified, suppleme�[ed 0r
r
The Issuer sha11 have the sole responsibility for m ing
s hereunder and for compliance with all applicable law
ande r egulati0ns.
Subject t the preceding paragraphs, the I the
_ett
permitted by law, may, pending application[ eof a
provided unh neys on deposit i the c n
d; provided, however,mthat any such i eel, beio
Omplished through the c ercill invest men tdepartment of Sun
Hank, National As soda tioc.
tshall be eemed C et times a part of
the Cons [ructnons Funda nd any n dt gain r zed
from 11ch
ms between i rI payment dates shall be
reditedt hf und, and any n tloss r salting from such
investments shall be charged to such fund,
isbursemen is from the Construction Fund shall be fully
documented by the Issuer inuch ferm and c
isfactory t l
the Holde rwhich dccumentationes et forth
the a ant of the withdrawalt e person or personst whom such
i thdrawal is payable, [ ,of [ thdrawc and a
t ific n by t o Chief F iaie0fficer of the I r that
the purpose for such wit hdrawalnc valid u uof the
funds on deposit i the Cone trueti" "I eoi costs oe the
r oject. The Issuer cha11 provide, not less often than m nthly,
copies of a h documentation t the Holder of the bonds and
s ha11 provide copies of each monthly account statement on the
disbursements I— said Construction Fund. Withdrawals from the
Construction Fund shall be only by t nsfer t the general fund
operating account of the Issuer; by transfer to the Commercial
ent as provided h r by check signed by any c of investm er ein o wo
the Following authorized offices of the Issuer. the mayor, the
Horeby repx.... le, warxanes and covenants with and to the
ndholde r a,
A. The Issuer is a political subdivs ion of the State of
the State of Florida and is duly empowered under the Constitution
and the L of t of Florida t enter into lhe
t ransactibte contemplated by this Resolution and to pexform its
of t oof the
roject as provided h through the
of the Bonds c appropriate use
of the
Issuer s power and wf 11 oresu lttin a substantial public benefit.
All necessary actions on the part of the Issuer
has further approved the sale and issuance of the Bonds and all
sale and del iwery of the Bonds have been validly
ndu[M1at the taken,
aBonds, w ued, shall be a valid and enforceable
obligation of the I ordinq c import thereof, e cept
as enforcement thereof ma Ycbe Srmrted byeba n kruptcy, insolvency,
01 the dace hereof, except for that certain surf filed
Circuit Court o the Eighteenth Judicial Circuit of Seminole
n ty, F lori dar bea r i ng Case N s6-3o 26-CA-1)-£, which sit
shall be finally disposed of t the s rs Faction of bond 111nsel
pri of the Bonds action, s
proceedingssinquiiy o tigationeats law o equity, before
r by any c of any judeci a 1, admin i str ativer or public agency,
board or bodyrt pending, o the I owledge, t ned
against o Iffecti nq t wherein a unfavorablehdecision,
r ulinq or[finding woulder enjoinnche i sale or
delivery of the Bonds, o eadwersely affect t
emplated by, or the validity o enf orceabi lityno%C11, s¢Dods
'bisolar adversely affect the e
organization ofr the Issuer or the tr 11, to Ifficen of any of the
governmental public agency o ith.lity, other than the I
required by the I ection w andr
sale of the Bonds ors it, r adopting and performing itsu obligations
The I omply Eu 11y,
during the term of then BondsitwithaalStappli cable rules, rulings,
[eg ul at ions and decisions promulgated by t Department of t
ury o the I nal A e service with respec[ t thehe
sDods s co manta rn thevtax exempt status of the interest on
he eonaaae
A. he Utilities Service T s free of any lien o
umbranc —a the I r has t right, power and au thocity to
pledge the utilities se rvr ce Tax as security for the Bonds.
H. The Issuer is not in default in the performance,
omit ned i any"' of inaebceaness, o any
lease, agreement o a party o
by which it or any[of tits properties is or may be bound, which
i ndividoally o the aggregate, h may h eial
adve effectro n[he financial condition, sultsmoopera[ions
r properties ofnthe I ither wi
the e cation and delivery
r
by the I of this 0. and the Ronds n the
ithmmationof c sshere in c emplaced,rn ompliance
the t anda ondi ci ons of this R solution andr[he Honds
ill,emprovis ion of any appcable lilaw, n onf lists th,
s ul tshi a breach If, any of the t ondi. Liens o
provisions of any r any r solutions It
ordinances
adopted by the Issuer, nor constrCutes a default under any of the
the principal of and isany of t onds s en1 be
a ndinq and unpaidi o til there shal lHhave bes apart
the bys I s s
sufficient to pay, h
w n due, t n principalof r theHonds r ing unpaid, together withi t
ued and to a thereon, the Issuer c i[hnthees
accr ccrue ovenants w
holders of any and all of the Bonds as follows that:
obligations, except upon the conditions and in the manner
part t eof, n voluntarily c o be c ted any
debt, 1ien, pledge, signment,rI umbranceso any o arge
having priority to oas being o a parity with the lienhof the
tonds, and the i thereon. Any other obligations i ued by
he Issuer in additions to the Bonds out—i-d by the Resolutron,
express s ent that s onds shall be junior,
inferioraa nd subordinate t [he Hondshi ued pursuant t this
Resolution as to lien and source and security for payment from
ordinarily c ied by govarnmental a ing and
operating s milar facilities a roj ectswi[hsa reputable
—il-
ncluding public liability
a nsu ra nce, andtinsuranceagainst loss or damage by fire (with
nado, e tlquake, cyclone o ards and risks, and said
property loss or damage i ssnallaa all t s be i n
equal t s[nefa it appraisal value of the a
bu ildings,aproperti es, t— cure, r and equipment of said
roject. Additionally, the I shalleprovide the Holder
v idence of o itle i ith respt t the
roreal
pperty describedso xhibituA attachedereechto an an amount not
less than H1,doo,_ b
validity of t onds o ehis P solution, o any provisions
contained therein, [he Issuer covenants andrag rees to indemnify
I'd
hold t ondholders Harmless f and against any ana all
osts and expel ludinq r sable a Heys' Eees i red
by the Bondholders 1n conjunctionsvith, or arlsing out of, I,
books and r ords, i which complete and c shall be
made i ord— wl[h general principles ifea inq
applicablecGo political subdivisions of all t relating
the Project; ana any holder o and o onasas le have the
right at all r sable t aspect the Pro jectaat, all
pares thereof, edd all r ewi dstoaccou n t s and data of the Issuer
soli11111 basis to be properly audited by a ompe to" auditor
Id IIF
r cognized s anding and a ceptable C the
Holde rivandnshall furnish t the Holder within o undyed t enty
(120) days of t end of the I s fiscal yea ri a copy ofwsuid
audited financial statements. sAdditionally, the Ihall
furnish e the Holder o r prior t May 15 of 'achsyears internal
.bo_al
financial s s for the I
solidating and c solidatedt ba sls w ha llobea certified by
the Chief Fr nano al Officer of the Issuer.
(E) ANCE OF PROJECT. The I will complete
rojec[ provided for i this Resolution i cal and
efficient m all practicable d is patch, a andc� eaft"
will m aid lPr oject in good condition and c usly
operatelthel same vn an efficient mannet and at a reasonable cost.
(F) TI OBLIGATIONS. he
r hereby r ri IF [ Additional P ity T
Obligations, s aabditio—1 obl to
f o nsebe inq paya bleao
parity with thecBOnds and being for the purpose of finale inq the
acqui and i td1llation of additional
improvements o s to the Project or fot the purpose of
r eEu ndi ng the Pondsens nAdditional P rity Obligations shall be
ued of rer c of any Bonds herein authorized, except
upon the conaitionssa bdc the manner herelna Iter provided:
(1) Additio.....
alP ity Obligations shall be
ued w of t e Holders of o
hundred per�entt(100&)ti acgregate principal a oft
Dods then Outstanding; provided, however, thatmb uch
of the Bondholders shall be required for the
of Additional P ity Obligations Eor refunding of
.11 Ed— [hen Outs landing; and
(2) The i approve o solution
supplementing t rm
en foa ceptable t e
sela ndsbondlO making all of c
covenants hereto cootalned applicable to such Additional
ity 061iga Lions I." Ipt w e different provisions
aapli cable [ och AdditionalrP i[y Obligations shall
effectsupon the interestrIf the HOlaers of the
Bo�asnnere.n anene a zea ana Chen outacanaiag; aea
any oE
tq ( The I sM1a11 not be in default i
performing s the c and obligations a med
under t solution ory her eunder and all pa ymen[su
r equiredr' o have been made i the a and
u nds, as provided h undez, shallnave hbeen cmades to the
full extent require de and
19) o aea Additional P it
Obligations shall be
i reof shall r salt i the f of hanys eonase then0 --ge be comen[ xable for
Federaltr x purpos s be
(and t 1 provide
olders ow opinion of a tna11y r cognized
111d set t effect t eBonds will not come
taxable as a resole of such „ssuance(; and
T Aaaf [i onal P ity Obligations
It asM1al1 be
ued if of i the I s debt
rage with respects[ 'he Utilities 5
andv the Bonds, including any parity obligations previously
or proposed Co be issued, is less Chan 1— to 1.
och Additional P icy Obligaci ons s 1 be deemed t ve
been i aea pursuane e enis R solution chehs onaaha
riginally a zed and i aea pursuant C ChisaResoluBion, ana
ali Of the c and other provisions of this R solution
(ex cepc Ovdetails o onds e inq B eAdaiti-I,
Obligations ti ithl. shallcbI forcthe equal
benefit, protec� ions andts i[y of [he holders of any Bonds
r igina lay authorized andei ued pursuant to [his Resolution and
Molders of a onds evidencing additional obligations
su bs equentlync ted within [he limitations of and i ompliance
with t subsection. All of such Bonds, regardlessnOf the C
sof their i shall rank equally wit' respect t
theitmIien on the Utilities B and tneit s and o
ity Eor payment Erom saidrr ithout preference of
anyuBonds or coupon, if a y, over atysother.
The t "Additional Parity Obligations", a sed in this
subsection, shall not be deemed to include bonds, n
ti Efcates o other obligations subsequently i ued PSt e lien
Ofrwbich on the Utilities S su b11 M the pr for and
superior lien o och Ut ilftiescServi ceaT aE Bands 1 ued
pursuant to this A solution, ana the I shall n any
obiigatiow er pays bie from c cil it f es s
whi c' rankk equallya o lien and s and s yvfor payment
fro 1t1h Utilities Service Taonds i 11.p rsuI I t
tbis R solution a cep[ i t'emanner and undeu
r the conditions
provided in this subsection.
�S) DCTEAMINATIDN El —ABILITY; I BST RATE
ADJUSTMENT A IFICATIUN, the e ould occur
N" T xa bility° Ithe n")h(as
hereinaf ter'def fined) the interest r ether Bonds (the
"Adjusted a e") from t of m bility" (as hereinafter
defined i and through the dace of payment in full of t Bonds
(the "Inclusion P iod")hsball b e plus a
r additional o e percent fib) per a nshall be
deemed t red upon C e dace Df Ai enbyi the Internal
IIfuI tatu[oryhn of deficiency which a sects
hh
V effect' that' the i the Bonds i ncludable far s
Federal i x purposes i e gross i of the holder If
the Bondsno coupon the r eiptnbyh the Bondholder of a opinion Df
11y r cognie..'bond c se1 approved by thI Issuer
(which approval shall not be a nably w eld) [ effect
the Bonds i ncludable fort Federal
puipos stheng ross i sIE the Bondholder. n thee' ntaof
the o of the D nation, the Bonds shall bearVe
interest a nt he AdjustedtElte from the D of Taxability (as
natter defined) [ and through the date of payment in full
ofr the Bonds. In the event — such Determination is
II come. i.it
ely preceding the D of T xa bility, and appropriate
repayments of a te(iE any) sha 11 be paid c
The t tIE'Taxability" m the earliesthe
of Eecttve da[e'a ofaw the i t payable o Che Bonds is
ncludable i the gross ii Ift" IUIndholde[ a result of
the occurrence of any ei rcums[ances giving ..,III
interest on the taxes owing by the Bondholder due co the failure
e for Federal i x purposes for chat porcion of the
n elusion P iod endingmwith the date of [he D Any
surfing from such a Det"-inat o p1d any
tend Stiesni ntha fotmlet i otherwise shall be paid on
the i t payment date n ''ding the Determination.
—te—t" solu[ionPxe ued i
incerese rs aside fie aha11 oe'aeemea co rncluaetahaemean
issuer is obligated to pay certain additional sums to the
Determination -I—subsequent to payment of the Inds in full,
specifically agrees and c ith the Sondholder
to paysto each such Bondholder, as an indemnity, such additional
herein. In addition t the foregoing indemnities and payments
requited by t if any c ange in law o the
e rpreta tioni thereofco s hereafter, o
a nge ci the M Irpor a tII a or
Prese�e��e aed-tioIhaate, and, as a resuie the riot ache
qondn laer or former Eondnolder r ce opinion of a
ualified t sel, a ceptablee tore and C ustee,
the cost oB w nopic mall be paid by [hers tenet such
a nge will r sole in (17 a disallowance, elimine[ion, reaucti on,
disqualification oc loss of right to claim any deduction o
[edit for federal o r locai x purposes o[ such
ondholder I.I. an y[a Efilia tes grcup of w h Bondholder i
ember )hereinafter referred t s"i, and/or (2)
thewimpllitiln of any preEere nee, midim or other special tax
"Tax"), and such Loss o[ Tax ie di[ectly o indirectly
led to s ondholder't o rsh ip of the Bonds o
eipt of i mtherefrom, then the Issuer agrees [ indemnify
uch Bondholdeif x by i rng c
payments to be made orcprev rous 1,T de to such Bondholdertwitbt
required to be paid a salt of such Bondholder's
receipt of such sums ( inc ludi ng 1ewlthou t limrtatron, any tax
w-tax a deduc on) w ondholder
after-tax e c yield andlo ..Ilan safte efax c h flows
salting Heel e holding of s hods a the s tale vels whict
would M1ave been realized if suchcchange vntlaw or �. nterpretatvon
after-tax e c yield and -,ell letafter-tax ca h flows
shall be determined on the basis of the assumptions that (i) the
deduction o =edit if s ange i erpretation
thereof didrn andc(ii) the Boce—d— h arginal
federal, s andc local co[por which a e the
highest ...ginal [ imposed byte ec layst appl i cable t uch
ondholder. ne re Tforegoing indre emnifications shall repsent a
contvnuing ligation of the Issuer which sha 11 su rvvve payment ob
obligations under this A solution and the Bonds, and shall r marn
n Eull force and effecteu til expiration of any applicable e
cute of 1 Cations (orn limitation period) with respect t the
n. cion ofvm the gross i of any s ondholder.
Any such sums payable hereunder shallc beepayable bycthe Issuer on
(60) days after the eltermina tion
"' s
- ANCE o E COVERAGE. The I
shall budget each fiscal year a of the r sofethe
Utilities Servrce max equal tc one h.ed[ed eve nty-fivepercent
pay me of c e debt s n the fonds for each s
year i made
the I snail n reduce Ehe a t budgeted for .0 chpeyment.
The issuer .hail provide the Bole- e certified copy of the
30th day of September of each year beginning September 30, 1986.
(i) L
x epeal the ordinance now I effect levying the UtI lr tres Servace
and will n end o modify s ordinance i any m
impair o tadversely affect thehpower and obligationnofr[he
o levyrand collect s h Utilities LT
impair
sIdvers ely affect i any m the pledge of Utilities
made herein o rights of t holders of [
ondsCe ha 11 beta onditio nallyeand i ca bly
obligatedFesos long a any of the Bonds or the i thereon
are outstanding and unpaid, to levy and colieccnsucelti li ties
ary to pay t e deb[ s requirements o Dods and
the other payments provided Eor herein. nTh�is provision
shallkn t be c ued to pre nable r of races
of such Utte e Service Tae of longsas proceedss of ns
Utilities Service T o be collected by the Issuer i ach year
thereafter, will beasufE ie nt to meet the requi. ementse.1
Bolds, and to make all ocher payments required hereunder in such
year.
(C) U 111.1 SERVICE T NOT B —11 To R The
I_
has full power to irrevocably pledge the Uti1 iities Service
n the pledging of t o Utilities Service T the m
provided herein shall n t be subject t repea l� modification or
impairment by any subsequent ordinance, resolution, or other
(N) coNSTRUCTION REQUIREMENTS. shall provide
Holder w copy of the Plans and Specificatio
r ons for t
ject and tecce ral I c
the Proje c tw—htc sh allbewect subjt ero appval If
the Holder. The generaltc n Project shall be bonded in ant a holder oayrr nably requi Additionally
the I shallpr —de the Hold- a vey of t eal
propertyedesc iibed on Exhibit "A hereto which survey sha11 be
�iiE.fv�L•Sf[EfS•ffitILP:
any Bondholder any lien o any real property of the Issuer o of
any r sident o inhabitant thereof, or any real property served
by the faciiit i es of said Project.
If Default" under this R solution, and the t ent of
Default" shall m whenever it sed in [his Resolution, any
one or more of thenfollowing events.
(1) default i e c
due and pun ua1 payment of any
principal or interest required to bepaid under the Bonds;
ta) aef ault i e aae ana puneeual pavmanc o
r equiredhto be paid h under and the
onsof such default for a period of ten (1
days toot
(3) default i e performance of Che 2
obligation Co keep the Project insured as required
it,obi l.ity t cry o operation of the project o to
try o its oobligacionstunder this a solution o the
o nds, o the c t by the Issuer of a voluntary
under any presentmor future federal bankruptcy aI.
a oyes r federal o e III, o the c t ey i o
the appointment of o state
possession by a
ligeiaazor, re eoaaan o other s mime oeeicial
o fotheeZssuer, or of all or any subs tan[ial portion of its
the creditors, or the failure of the Issuer generally to
any a e by the Z n furtherance of any of t
foreg ing, [ entryrof a decree o order Eor relief by
a court havingjurisdiction ie the premises in respect of
fut e federal b ruptcy a any s milar federal o
e law, o tneenty rataecree o order by a
having j is di ctionnin the
premises in res peer of ehe
milar official of the I of all o any
substantial portion of r ordering the winding
up or liquidation of i taffairssandr[ ontinuance of
any such decree o order e toyed and ineffect for a
period of nr nety (9.) consecutive days;or
representation o my o the t of t rn
this R s I lu tion,rther Bonds and parc hofls
default or breach for a period of nt ctyi(30) daysefter
notice of s h default h s been given t the I r by the
Holder, which n sha
ill specify t
eacofusuch
default or bcha nd require i o be r medied and s ate
t ha[ such notice rs a It
ce of Defaul [e he reunder� et
period the issuer has, in the sole opinion of the Trustee,
older may e end said period to provide a
opportunity for the default to be remedied; or
(1) The e istence of any material s which i
fal any m espe ct i any c Inca tet report s
or other aocumentr f u rnished by the Ss suer or on its behalf
pursuant to this Resoluhion or the Bonds; or
SECTION 19. R any E of Default
r eEexxed I. n Sectill 1PEbereofe sha 11 h red and be
ontinuin the Holder may e uof t e following
medial steps, provided t oo£ [ of
Oef aulf h n given t the I ruby t Holdereandet sucb
Event of --it and all o of Oefault h
theretofore been cured within anyeapplicable cure periodtprovided
in section —
(i) Holder may, at its option, declare the unpaid
[hereon to be .immediately due and payable, w eupon the
na11 become immediately due and payable; and (ii) t
Holde[ may, either at law o equity, by s a andamus
r proceedings i any c of compe[enttjurisdiction,
protect and enforce any and al It rights, including the right t
th,employment of a tistinq under the laws of the o
State of Florida, orgranted and contained herein, and may
r by any applicable s o be performed by t by
I t eoE. Nocb ing h hall b strued
o grant t the rholder of the Bonds anywli en o any realon
property of the Issuer or proceeds of ad valorem taxation
Any bolder of Bonds, o any t ing for such
ondhnlders i the m na£ teru provi ded, may e [ law
equity,nby s andamus o other proceedingai
any is of competent jurisdiction, protect and enforce any and
all rights under [ of [ of Florida, or granted and
ottai—d i this P solution, andsmay enforce and compel the
performancenof all duties required by this R solution or by any
applicable statutes to be performed by the Issuer or by any
and r nable ee '—Illy'' fs of any Holder of Bonds, or
ahyt[ usteee acting for —I,Bondholders in any such legal or
equitable proceeding.
Any r appointed pu rsuanc t s Section shall
forthwitb, directly oz by h agents and a neys, collect and
all the Utilities Service Tax, l,ai mply under e
jurisdiction of the I — appointing such recer vex, with all of
the provisions of thisResolution.
thereon, ltd upon any other obligations and interest thereon
shall have been paid and made good, and all defaults under
ons e provisiof this l R hall h e been c red and made
good, the [ thall longersc. llectva nd r y funds,
upon the entryiofbbata ordholderof Bonds, t tIt any [rusteeaappbl—I
s bsequen tdefau lt,a ny
III Bondholders as hereinafter provided, shall Fave t
right to s e the further III.
intment of a receaverhuponmany
such subsequent default.
Such r sha 11, in the performance of the powers
F ereinabove conferred upon him, be under t e direction and
supervision of [he ..... making...
sappoa intmene, s ll It
all
s be subject [ theorbers anddecrees of su cF c u and may
to l ved thereby and a uccessor receiver ippointedin the
discretion of such court.
SECTION IG. AUTHORIZATION OF E LIVERY OF
OOCU.MBNTS. mhe ,Mar 11 [ emIssuer andCt" EXECUTION
OCleck of the
r eby au tF orized and directed t n behalf of
cne Ze scree and under i official seal, [heoBon dsUta zed
Arbitrage C of irate and s r documentsnand
<ific of the Issuer a may be r.N—.deby Ake —,
erfiteI Eidson, Bond Counsel, 1 ection wit the
issuance, sale and de livery of the 3ondsnn
modification 11
endmen1 of t nany r solution
enDete, t eof o suppl emen to SRt_It �may be made w
the I__
ning o
rthe older. of t o-thirds o e in
principalu
a of the Bonds then o and ing; provided,
however, thatno modification or amendment shall permit a change
11 affecting the u onditional promise of the Issuer co pay t
principal of and i sDods, a the s sha 11 become
doe Ero til itiess eeNax, o reduce such percentage of
Sol ders of tsuch Bonds required above for s modifications o
amendments without to consent of — holders of all the Bonds to
SECTION 12. s ABILITY OP INVALID e .ION. if any one
ROV
oft vaagreements or pro.oEY of t
Resolution shouldbeheld c ary t ny aexprss eprovision of
I.-
o ary t the policy t of express I.though n
expresslynproh i b i t ed. o against public policy, 0 1 for any
hatsoever be held i valid, t uch cAh
agreements o hall be nullnand mold i�an:
deemed s eparater fromi t ing c , provisionslo
agreemen cs, and i wayraffect c validity of all t other
provisions of this Resolution or ofethe Bonds issued thereunder.
SECTION 23. HEREATING CLAUSE. Al r solutions of the
r parts t eof, i onf lict w h the provisions of
thecent of such conflict, hereby
ded anderepealed.e%