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6675-01 . . . ORDINANCE NO, 6675-01 AN ORDINANCE PROVIDING FOR CITY OF CLEARWATER, FLORIDA, REVENUE BONDS (SPRING TRAINING FACILITY), SERIES 2001, TO BE ISSUED IN ONE OR MORE SERIES; PROVIDING FOR THE PAYMENT OF THE BONDS SOLEL Y FROM THE INTERLOCAL AGREEMENT PAYMENTS TO BE MADE BY PINELLAS COUNTY, FLORIDA AND REVENUES TO BE RECEIVED BY THE CITY FROM THE STATE OF FLORIDA PURSUANT TO SECTION 288.1162, FLORIDA STATUTES; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER, FLORIDA: SECTION 1. AUTHORITY FOR THIS ORDINANCE. This Ordinance is enacted pursuant to Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations, "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such interest to accrue at a rate not exceeding the legal rate, compounded semi-annually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated 1 . . . based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 360 day year consisting of 12 months of 30 days each, "Act" shall mean Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. "Amortization Installments" shall mean an amount designated as such by subsequent resolution of the Issuer and established with respect to any Term Bonds, "Authorized Investments" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds: (a) direct obligations of or obligations, the principal of and interest on which are unconditionally guaranteed by the United States of America; (b) bonds, debentures, notes or other evidence of indebtedness payable in cash issued by any of the following agencies whose obligations represent full faith and credit of the United States of America: the Export-Import Bank of the United States, the Federal Financing Banks, Farmers Home Administration, Maritime Administration, Public Housing Authority and the Government National Mortgage Association; (c) certificates of deposit properly secured at all times, by collateral security described in (a) and (b) above, such agreements are only acceptable with commercial banks, savings and loan associations, and mutual savings banks; (d) the following investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (1) certificates of deposit, (2) savings accounts, (3) deposit accounts, or (4) depository receipts of a bank, savings and loan associations, and mutual savings banks, and (e) such additional investments as are approved by subsequent resolution of the Issuer adopted prior to the issuance of the Bonds, "Bondholder" shall mean a registered owner of a Bond as shown on the registration books of the Registrar. "Bonds" shall mean the Revenue Bonds (Spring Training Facility), Series 2001, permitted to be issued hereunder in accordance with the provisions hereof. "Bond Insurer" shall mean the entity which insures the timely payment of the interest on or principal of the Bonds through a municipal bond insurance policy or similar financial instrument, as determined by subsequent resolution of the Issuer adopted prior to the issuance of the Bonds, "Capital Appreciation Bonds" shall mean Bonds the interest on which is payable only at maturity or redemption, as determined by subsequent resolution, "Capital Appreciation Term Bonds" shall mean Capital Appreciation Bonds of a series all of which shall be stated to mature on one date, which shall be subject to retirement by operation of the Bond Amortization Account, and the interest on which is payable only at maturity or redemption, 2 . . . "City" shall mean the City of Clearwater, Florida, a municipal corporation, "County" shall mean Pinellas County, Florida, a political subdivision of the State, "County Payments" shall mean the periodic payments to be made by the County to the City in accordance with the Interlocal Agreement dated as of December I, 2000, between the City and the County, as amended and supplemented from time to time, "Federal Securities" shall mean only direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States of America, "Fiscal Year" shall mean the period commencing on October I of each year and ending on the succeeding September 30, or such other period as is at the time prescribed by law, "Issuer" shall mean the City of Clearwater, Florida. "Maturity Amount" means the amount payable upon the stated maturity of a Capital Appreciation Bond equal to the principal amount thereof plus all accrued interest thereon from the date of issue to the date of maturity. "Payment Date" shall mean, with respect to payment to the Bondholders of principal or interest on the Bonds, or with respect to the mandatory amortization of Term Bonds, the date upon which payment of such principal, interest or Amortization Installment is required to be made to the Paying Agent, which date shall be determined by subsequent resolution of the Issuer adopted prior to the issuance of the Bonds, "Pledged Revenues" shall mean the County Payments, the State Payments, and any investment income realized on any funds held under this Ordinance, except the Rebate Fund. "Project" shall mean the baseball spring training facility comprised of Carpenter Field, at which is located four major league training fields, a practice infield, covered batting tunnels, an outdoor bullpen, clubhouse building and a workout/exercise building, and a 7000 seat new baseball stadium to replace the existing Jack Russell Stadium. "Registrar" shall mean the paying agent for the Bonds, as Bond Registrar, or such other person, firm or corporation as may thereafter be from time to time designated by the Issuer as the Registrar for the Bonds. "Reserve Account Requirement" shall mean an amount equal to the lesser of (i) ten percent (10%) of the original sole proceeds of the Bonds, (ii) maximum annual debt service on the Bonds and (iii) one hundred twenty-five percent (125%) of the average annual debt service on the Bonds; provided however, that by subsequent resolution adopted prior to the issuance of the Bonds, the Issuer may reduce the amount of the Reserve Account Requirement. 3 . . . "Serial Bonds" shall mean any Bonds for the payment of the principal of which, at the maturity thereof, no Amortization Installments are required to be made prior to the stated date of maturity of such Serial Bonds, "Series" or "Series of Bonds" or "Bonds of a Series" shall mean all Bonds designated as being of the same Series issued and delivered on original issuance in a simultaneous transaction, and any Bonds thereafter delivered in lieu thereof or in substitution therefor pursuant to this Ordinance. "State" shall mean the State of Florida, "State Payments" shall mean the monthly payments to be received by the City from the State as a result of obtaining certification of the Project as a "retained spring training franchise facility" in accordance with Section 288,1162, Florida Statutes, "Term Bonds" shall mean the Bonds of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The Philadelphia Phillies is a major league baseball franchise which has been conducting its spring training program in the City for the prior 54 years. B. The Philadelphia Phillies generates a significant economic impact in the City and the County as a direct result of the spring training activities which occur within the City each year, and that such impact has been reported to the City Commission to be approximately $24.5 million each year, and that in order to preserve this economic benefit for the City, the City must undertake the Project, and the City has further determined that the Project is in furtherance of its municipal purposes to provide for the health and general welfare of the citizens and residents of the City, and that undertaking the Project is a valid municipal purpose. C, The Project constitutes a "Tourism Facility" as defined in Section 159,27(11), Florida Statutes, and is included within the definition of an industrial development project set forth in Section 159.27(5), Florida Statutes, and that the Project constitutes a "project for industrial development" within the meaning of Article IX of the City's Charter. D, No funds (including but not limited to ad valorem tax revenues of the City) or property of the City will be pledged to the repayment of the Bonds, and no property of the City will be pledged to secure the Bonds, and the Bonds will be secured solely by, and repayable solely from the County Payments and the State Payments, neither of which would otherwise be payable to the City in the event the City did not undertake the Project, 4 . E. , The Pledged Revenues will be sufficient to pay all of the principal of and interest on the Bonds as the same become due, and to make all required sinking fund, reserve and other payments required under this Ordinance, F. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be made solely from the Pledged Revenues as herein provided. The Issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the Bonds or to make any of the required sinking fund, reserve or other payments, and any failure to pay the Bonds shall not give rise to a lien upon any property of the Issuer, except the Pledged Revenues, G. The total indebtedness of the Issuer, within the meaning of the Issuer's charter, does not exceed twenty per centum (20%) of the current assessed valuation of all real property located in the Issuer, and will not exceed such amount after issuance of the Bonds, . SECTION 4. ORDINANCE TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds by the Bondholders from time to time, this Ordinance shall be deemed to be and shall constitute a contract between the Issuer and such Bondholders, The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Bondholders of any and all of such Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions hereof and as shall be described in subsequent resolutions of the Issuer to be adopted prior to the issuance of the Bonds, obligations of the Issuer to be known as "Revenue Bonds (Spring Training Facility), Series 2001" are authorized to be issued in one or more series, The aggregate principal amount of the Bonds which may be executed and delivered under this Ordinance is limited to a maximum principal amount of $14,000,000. SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered form; may be Capital Appreciation Bonds, Capital Appreciation Income Bonds, Serial Bonds or Term Bonds; shall be dated; shall be numbered consecutively from one upward in order of maturity preceded by the letter "R"; shall be in the denomination of $5,000 each, or integral multiples thereof for the Serial Bonds and in $5,000 maturity amounts for the Capital Appreciation Bonds or in $5,000 multiples thereof, or such other denominations as shall be approved by the Issuer in a supplemental resolution prior to the delivery of the Bonds; shall have such Paying Agent and Registrar; shall bear interest at such rate or rates not exceeding the maximum'rate allowed by State law, the actual rate or rates to be approved by the governing body of the Issuer prior to or upon the sale of the Bonds; such interest to be payable semiannually at such times as are fixed by supplemental resolution of the Issuer if Serial Bonds and shall mature semi-annually or annually on such date in such years (not exceeding 30 years . 5 . from the date of issuance) and such amounts as will be fixed by supplemental resolution of the Issuer prior to or upon the sale of the Bonds; and may be issued with fixed interest rates with or without original issue discounts and as Capital Appreciation Bonds; all as the Issuer shall provide herein or hereafter by supplemental resolution, Each Serial Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication payment of any interest which is due and payable has not been made, such Serial Bond shall bear interest from the date to which interest shall have been paid, The Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Compounded Amount. . The principal of and the interest redemption premium, if any, on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts, The interest on the Serial Bonds shall be payable by the Paying Agent on each interest payment date to the person appearing on the registration books of the Issuer hereinafter provided for as the registered Holder thereof, by check or draft mailed to such registered Holder at his address as it appears on such registration books or by wire transfer to Holders of $1,000,000 or more in principal amount of the Bonds, Payment of the principal of all Serial Bonds and the Compounded Amount with respect to the Capital Appreciation Bonds shall be made upon the presentation and surrender of such Bonds as the same shall become due and payable. Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to the date of issuance of any Series of Bonds, elect to use an immobilization system or pure book- entry system with respect to issuance of such Series of Bonds, provided adequate records will be kept with respect to the ownership of such Series of Bonds issued in book-entry form or the beneficial' ownership of bonds issued in the name of a nominee, As long as any Bonds are outstanding in book-entry form the provisions of this Ordinance inconsistent with such system of book-entry registration shall not be applicable to such Bonds, The details of any alternative system of issuance, as described in this paragraph, shall be set forth in a resolution of the Issuer duly adopted at or prior to the sale of such Series of Bonds. SECTION 7. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer by the Mayor-Commissioner and City Manager and attested by the City Clerk, and approved as to form, sufficiency and correctness by the City Attorney, either manually or by facsimile signature, and the official seal of the Issuer or a facsimile thereof shall be affixed thereto or reproduced thereon, The facsimile signature of such officers may be imprinted or reproduced on the Bonds, The Certificate of Authentication of the Bond Registrar shall appear on the Bonds, and no bond shall be valid or obligatory for any purpose or be entitled to any . 6 . . . security or benefit under this Ordinance unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be either manual or facsimile; provided, however, that at least one of the signatures appearing on the Bonds shall at all times be a manual signature. In case any officer whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery, 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 Bonds shall hold the proper office with the Issuer, although at the date of enactment of this Ordinance such person may not have held such office or may not have been so authorized, SECTION 8. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Ordinance, No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance, The Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Bonds that may be issued hereunder at anyone time, SECTION 9. NEGOTIABILITY. Subject to the provisions hereof respecting registration and transfer, the Bonds shall be and shall have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that the Bonds shall be and have all of such qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida, SECTION 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall be a Bond Registrar for the Bonds which may be the Issuer or a designated bank or trust company located within or without the State of Florida. The Bond Registrar shall maintain the registration books of the Issuer and be responsible for the transfer and exchange of the Bonds. The Issuer shall, prior to the proposed date of delivery of the Bonds, by resolution designate the Bond Registrar and Paying Agent. The Bond Registrar shall maintain the books for the registration of the transfer and exchange of the Bonds in compliance with the Florida Registered Public Obligations Act and the system of registration as established by the Issuer pursuant thereto. Bonds may be transferred upon the registration books, upon delivery to the Registrar, together with written instructions as to the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee, No 7 transfer of any Bond shall be effective until entered on the registration books maintained by the . Bond Registrar. Upon surrender for transfer or exchange of any Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Ordinance, The Issuer or the Bond Registrar may charge the owner of such Bond for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new Bond shall be delivered, All Bonds presented for transfer, exchange, redemption or payment (if so required by the Bond Registrar), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered holder or by his duly authorized attorney in fact or legal representative. . All Bonds delivered upon transfer or exchange shall bear interest from the preceding interest payment date so that neither gain nor loss in interest shall result from the transfer or exchange, New Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bond surrendered, shall be secured by this Ordinance and shall be entitled to all of the security and the benefits hereof to the same extent as the Bonds surrendered. The Issuer and the Bond Registrar may treat the registered owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bonds shall be overdue, and shall not be bound by any notice to the contrary. Notwithstanding the foregoing provisions of this section, the Issuer reserves the right, on or prior to the delivery of the Bonds to amend or modify the foregoing provisions relating to the registration of the Bonds by resolution or ordinance in order to comply with all applicable laws, rules, and regulations of the United States and/or the State of Florida relating thereto, In addition, pursuant to a resolution adopted prior to the issuance of the Series Bonds, the Issuer may establish a book-entry-only system of registration for the Series Bonds, the provisions of which shall be deemed to modify any inconsistent provisions of this Ordinance. SECTION 11. 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 a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such . 8 . mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be canceled by the Registrar for the Bonds, 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, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on the source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 13. PROVISIONS FOR REDEMPTION. The Bonds shall be redeemable as provided by subsequent resolution of the Issuer. Bonds in denominations greater than an authorized denomination (or authorized Maturity Amount in the case of Capital Appreciation Bonds) shall be deemed to be an equivalent number of Bonds in the denomination of an authorized denomination or Maturity Amount. If a Bond is of a denomination or Maturity Amount larger than an authorized denomination or Maturity Amount, a portion of such Bond may be redeemed, in the amount of an authorized denomination or Maturity Amount or integral multiples thereof, . Notice of such redemption, identifying the Bonds or portions thereof called for redemption (i) shall be filed with the paying agents and any Registrar; and (ii) shall be mailed by the Registrar, first-class mail, postage prepaid, to all registered owners of the Bonds to be redeemed not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to give such notice by mailing to any owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. Notice having been mailed and filed in the manner and under the conditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. On the date so designated for redemption, notice having been mailed and filed and moneys for payment of the redemption price being held in separate accounts in trust for the holders of the Bonds or portions thereof to be redeemed, all as provided in this Ordinance, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Ordinance, and the holders or Registered Owners of such Bonds or portions of Bonds, shall have no rights in respect thereof, except the right to receive payment of the redemption price thereof. . 9 . . . Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to the registered owner thereof, the costs of which shall be paid by the registered owner, a new Bond or Bonds of authorized denominations or Maturity Amounts in aggregate principal amount equal to the unredeemed portion surrendered, SECTION 13. FORM OF BONDS. The text of the Bonds shall be in substantially the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Ordinance or by any subsequent ordinance or resolution adopted prior to the issuance thereof. SECTION 14. BONDS NOT DEBT OF ISSUER. The Bonds shall not be or constitute general indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation, but shall be payable solely from and secured by a prior lien upon and pledge of ' the Pledged Revenues herein provided, No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real property therein to pay the Bonds or the interest thereon or be entitled to payment of such principal and interest from any other funds of the Issuer except from the Pledged Revenues in the manner provided herein, SECTION 15. PLEDGED REVENUES. Until payment has been provided for as herein permitted, the payment of the principal of and interest on the Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues prior and superior to all other liens or encumbrances on such Pledged Revenues and the Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of and interest on the Bonds, the reserves therefor, and for all other required payments. The Pledged Revenues shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer. All funds and accounts created pursuant hereto shall be held by the Financial Services Administrator (or such other officer of the Issuer as shall be approved by the City Commission) as trust funds for payment of the Bonds, SECTION 16. CREATION OF FUNDS AND ACCOUNTS. There is hereby created the following funds and accounts: a, Revenue Fund, and within the Revenue Fund, the County Payments Account, the State Payments Account and the Investment Account; b. Construction Fund, and within the Construction Fund, a Project Account and a Cost of Issuance Account; c, Debt Service Fund, and within the Debt Service Fund, an Interest Account, a Principal Account, Bond Amortization Account and a Reserve Account; and 10 . . . d. Rebate Fund, The designation and establishment of the various funds and accounts in and by this Ordinance shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. SECTION 17. COVENANTS OF THE ISSUER. Until all principal of and interest on the Bonds shall have been paid or provided for as herein permitted, the Issuer covenants with the Bondholders as follows: A. REVENUE FUND. The County Payments and the State Payments shall upon receipt thereof be deposited in the County Payment Account and the State Payment Account, respectively, in the Revenue Fund. Such Revenue Fund shall constitute a trust fund for the purposes herein provided and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. B. DISPOSITION OF REVENUES. All funds at any time remaining on deposit in the Revenue Fund shall be disposed of on the day immediately preceding each Payment Date, commencing with the first Payment Date immediately following the delivery of the Bonds, for so long as any Bonds remain Outstanding, only in the following manner and in the following order of priority: (1) From the moneys in the Revenue Fund, the Issuer shall deposit into the respective accounts in the Debt Service Fund, such sums as will be sufficient to pay (a) interest becoming due on the Bonds on the next Payment Date; (b) principal due and payable on the next Amortization Installment required to be made on the next Payment Date, and (c) the amount of any Amortization Installment required to be made on the next Payment Date. Such payments shall be credited to the Interest Account, Principal Account or Bond Amortization Account. Upon the sale of any series of Term Bonds, the Issuer shall by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Bonds within a series, the Amortization Installments for the Term Bonds of each maturity. In the event the moneys deposited for retirement of a maturity of Term Bonds are required to be invested, in the manner provided below, the Amortization Installments may be stated in terms of either the principal amount of the investments to be purchased on, or the cumulative amounts of the principal amount of investments required to have been purchased by, the payment date of such Amortization Installment. 11 . Moneys on deposit in each of the separate special accounts in the Bond Amortization Account shall be used for the open market purchase or the redemption of Term Bonds of the series or maturity of Term Bonds within a series for which such separate special account is established or may remain in said separate special account and be invested until the stated date of maturity of the Term Bonds, The resolution estab- lishing the Amortization Installments for any series or maturity of Term Bonds may limit the use of moneys to anyone or more of the uses set forth in the preceding sentence and may specify the type or types of investments permitted hereunder to be purchased, (2) Moneys remaining in the Revenue Fund shall next be applied by the Issuer to maintain the Reserve Account, with a balance equal to the Reserve Account Requirement, all or a portion of which sum may be initially provided from the proceeds of the sale of the Bonds and/or other moneys of the Issuer. The Issuer shall thereafter deposit into said Reserve Account an amount equal to the difference between the amount, if any, on deposit in the Reserve Account and the Reserve Account Requirement. No further payments shall be required to be made into such Reserve Account when there has been deposited therein and as long as there shall remain on deposit therein a sum equal to the Reserve Account Requirement. . Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys available in the Revenue Fund after all required current payments into the Debt Service Fund and including all deficiencies for prior payments, have been made in full. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal (including Amortization Installments) of or interest on the Bonds when the moneys in the Interest Account, Principal Account or Bond Amortization Account in the Debt Service Fund are insufficient therefor, and for no other purpose, Whenever the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, the excess may be withdrawn and deposited into the Investment Account in the Revenue Fund. The Issuer shall not be required to make any further payments into the Debt Service Fund or into the Reserve Account when the aggregate amount of moneys in the Debt Service Fund and the Reserve Account are at least equal to the aggregate principal amount of Bonds then outstanding, plus the amount of interest then due or thereafter to become due on the Bonds then outstanding. Notwithstanding the foregoing provisions, in lieu of the required deposits of Revenues into the Reserve Account, the Issuer may cause to be deposited into the Reserve Account a surety bond or an insurance policy issued by a reputable and recognized insurer for the benefit of the Bondholders in an amount equal to the Reserve . 12 . Account Requirement, which surety bond or insurance policy shall be payable (upon the giving of notice as required thereunder) on any Payment Date on which a deficiency exists which cannot be cured by funds in any other account held pursuant to this Ordinance and available for such purpose, The insurer providing such surety bond or insurance policy shall be an insurer 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 the highest rating category by Standard & Poor's Corporation or Moody's Investors Service, Inc" or their successors, If a disbursement is made from a surety bond or an insurance policy provided pursuant to this paragraph, the Issuer shall be obligated to either reinstate the maximum limits of such surety bond or insurance policy immediately following such disbursement or to deposit into the Reserve Account, as herein provided in this paragraph for restoration of withdrawals from the Reserve Account, funds in the amount of the disbursement made under such policy, or a combination of such alternatives. (3) The balance of any moneys remaining in the Revenue Fund after the above required payments have been made may either be deposited into either the Investment Account, the Revenue Fund, or may be used for the purchase or redemption of Bonds, or may be used by the Issuer to reimburse the Issuer for any costs of the Project paid for with City funds other than the proceeds of the Bonds. . C. INVESTMENT OF FUNDS. The Debt Service Fund, the Rebate Fund, the Revenue Fund, the Construction Fund, and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds, All such funds shall be continuously secured in the same manner as state and municipal deposits are required to be secured by the laws of the State of Florida. Moneys on deposit in any of such funds and accounts may be invested and reinvested in Authorized Investments. Investments made with moneys in the Construction Fund, the Revenue Fund and the Debt Service Fund (except the Bond Amortization Account therein), must mature not later than the date that such moneys will be needed. Investments made with moneys in the accounts in the Bond Amortization Account and in the Reserve Account must mature, in the case of the accounts in the Bond Amortization Account not later than the stated date of maturity of each respective Amortization Installment of the Term Bonds to be retired from the Bond Amortization Account from which the investment is made, and in the case of the Reserve Account not later than the final maturity of any Bonds then outstanding. Any and all income received by the Issuer from all such investments shall be deposited into the Investment Account in the Revenue Fund, except however, that investment income earned in the Bond Amortization Account shall be retained therein and used to pay maturing principal of the Bonds, investment income earned on the Construction Fund shall be deposited into the Project Account in the Construction Fund, and investment income earned on the Rebate Fund shall be deposited into the Rebate Fund. . 13 . . . Except as otherwise permitted by subsequent resolution adopted prior to the issuance of the Bonds, moneys in any fund or account created hereunder may be invested and reinvested in Permitted Investments which mature not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund, The cash 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 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 cash on deposit therein and such investments for the various purposes of such funds and accounts as herein provided, D. NO MORTGAGE OR SALE OF THE PROJECT. The Issuer irrevocably covenants, binds and obligates itself not to sell, lease, encumber or in any manner dispose of the Project (except that the leasing to or the use of the Project by one or more major league baseball teams shall be expressly permitted) as a whole until all of the Bonds shall have been paid in full as to both principal and interest, or payment shall have been duly provided for under this Ordinance. E. ISSUANCE OF OTHER OBLIGATIONS. The Issuer shall issue no bonds or obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues if such obligations have priority over the Bonds with respect to payment or lien, nor shall the Issuer create or cause or permit to be created any debt, lien, pledge, assignment, encumbrance or other charge on'a parity with the lien of the Bonds upon said Pledged Revenues, Any obligations of the Issuer, other than the Bonds, which are payable from the Pledged Revenues shall contain an express statement that such obligations are junior and subordinate in all respects to the Bonds as to lien on and source and security for payment from such Pledged Revenues, SECTION 18. TAX COMPLIANCE. A. In General. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any valid and applicable rules and regulations promulgated thereunder (the "Regulations") in order to ensure that the interest on the Bonds will be excluded from gross income for federal income tax purposes, B. Rebate. (1) The Issuer shall either make or cause an independent firm of certified public accountants or tax compliance firm to make and promptly provide to the Issuer the rebate calculations required by the Code and Regulations, on which the Issuer may conclusively rely in taking action under this Section. The Issuer shall make deposits to and disbursements from the Rebate Fund to the extent required by the Code and Regulations and shall otherwise maintain full and complete accounting records of receipts and disbursements of, and investment purchases and sales allocated to, the "gross 14 . proceeds" subject to the rebate requirements of the Code and Regulations. The requirements of this Subsection 18B may be superseded or amended by new calculations accompanied by an opinion of bond counsel addressed to the Issuer to the effect that the use of the new calculations are in compliance with the Code and Regulations and will not cause the interest on the Bonds to become included in gross income for Federal income tax purposes, . (2) The Issuer shall either make or cause an independent firm of certified public accountants or tax compliance firm to annually make and promptly forward to the Issuer after the end of the Bond Year and within the time required by the Code and the Regulations the computation of the rebate deposit required by the Code, on which the Issuer may conclusively rely in taking action under this Subsection B, Records of the determinations required by this Subsection B and the Code and Regulations shall be retained by the Issuer until six (6) years after the Bonds are no longer outstanding, (3) Within the time required by the Code and Regulations following the end of the fifth Bond Year, as defined in the Code, and every five (5) years thereafter, the Issuer shall pay to the United States of America ninety percent (90%) of the rebate amounts calculated as of such payment date, as shown by the computations of the Issuer or the certified public accountants or tax compliance firm, and one hundred percent (100%) of the earnings on such rebate amounts as of such payment date, Not later than sixty (60) days after the final retirement of each applicable series of Bonds, the Issuer shall pay to the United States of America one hundred percent (100%) of the balance remaining of the rebate amount and the earnings thereon, Each payment required to be paid to the United States of America pursuant to this Subsection B shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201. Each payment shall be accompanied by a copy of the Form 8038-T. SECTION 19. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES, Except as provided below, if any of the following events occur it is hereby defined as and declared to be and to constitute an "Event of Default": (A) Default in the due and punctual payment of any interest on the Bonds; (B) Default in the due and punctual payment of the principal of and premium, if any, on any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof; (C) Default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Issuer contained in this Ordinance or in the Bonds and the continuance thereof for a period of thirty (30) days after written notice to the Issuer given by the Holders of not less than twenty-five percent (25%) of aggregate principal amount of Bonds then Outstanding (provided, however, that with respect to any obligation, covenant, agreement or condition which requires performance by a date certain, if the Issuer performs such . 15 . . . obligation, covenant, agreement or condition within thirty (30) days of written notice as provided above, the default shall be deemed to be cured); (D) Failure by the Issuer promptly to remove any execution, garnishment or attachment of such consequence as will materially impair its ability to carry out its obligations hereunder; (E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar laws relating to or affecting creditors' rights; or The term "default" shall mean default by the Issuer in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Ordinance, any supplemental resolution or in the Bonds, exclusive of any period of grace required to constitute a default or an "Event of Default" as hereinabove provided. For purposes of Section 19(A) and (B) hereof, no effect shall be given to any payments made under any municipal bond insurance policy. Any Holder of Bonds issued under the provisions hereof or any trustee acting for the Holders of such Bonds, 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, including the right to the appointment of a receiver, existing under State or federal law, or granted and contained herein, and may enforce and compel the performance of all duties required herein or by any applicable law to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any Holder of the Bonds any lien on any property ofthe Issuer, except the Pledged Revenues, The foregoing notwithstanding: (i) No remedy conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to any other remedy given to the Bondholders hereunder. (ii) No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised as often as may be deemed expedient. (iii) No waiver of any default or Event of Default hereunder by the Bondholders shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. 16 . . . (iv) Acceleration of the payment of principal of and interest on the Bonds shall not be a remedy hereunder in the case of an Event of Default. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Bondholders under this Ordinance, the Bondholders shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Project and the funds pending such proceedings, with such powers as the court making such appointment shall confer, Notwithstanding any provision of this Ordinance to the contrary, for all purposes of this Section 19, except the giving of notice of any Event of Default to the Holder of the Bonds, the Bond Insurer which provides a municipal bond insurance policy shall be deemed to be the Holder of the Bonds it has insured. On the occurrence of an Event of Default, to the extent such rights may then lawfully be waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to take advantage of any stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of this Ordinance, and the Issuer, for itself and all who may claim through or under it, hereby waives, to the extent it may lawfully do so, the benefit of all such laws and all right of redemption to which it may be entitled, Within 30 days of knowledge thereof, both the Issuer and the Paying Agent shall provide notice to the Bond Insurer of the occurrence of any Event of Default. The Bond Insurer shall be included as a party in interest and as a party entitled to (i) notify the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request the Issuer or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the security therefor, The Issuer and any Paying Agent are required to accept notice of default from the Bond Insurer, Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders under this Ordinance and the Bond Insurer shall also be entitled to approve all waivers of events of default. SECTION 20. AMENDING AND SUPPLEMENTING OF ORDINANCE WITHOUT CONSENT OF HOLDERS OF BONDS. The Issuer, from time to time and at any time and without the consent or concurrence of any Holder of any Bonds, may enact an ordinance amendatory hereof or supplemental hereto, if the provisions of such supplemental ordinance shall not adversely affect the rights of the Holders of the Bonds then Outstanding, for anyone or more of the following purposes: 17 . . . (A) To make any changes or corrections in this Ordinance as to which the Issuer shall have been advised by counsel that are required for' the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or omission or mistake or manifest error contained in this Ordinance, or to insert in this Ordinance such provisions clarifying matters or questions arising under this Ordinance as are necessary or desirable; (B) To add additional covenants and agreements of the Issuer for the purpose of further securing the payments of the Bonds; (C) To surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of this Ordinance; (D) To confirm as further assurance any lien, pledge or charge or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Ordinance; (E) To grant to or confer upon the Holders any additional right, remedies, powers, authority or security that lawfully may be granted to or conferred upon them; (F) time; and To assure compliance with federal "arbitrage" provisions in effect from time to (G) To modify any of the provisions of this Ordinance in any other aspects provided that such modifications shall not be effective until after the Bonds Outstanding at the time such supplemental ordinance is adopted shall cease to be Outstanding, or until the holders thereof consent thereto pursuant to Section 21 hereof, and any Bonds issued subsequent to any such modification shall contain a specific reference to the modifications contained in such supplemental ordinance, Except for supplemental ordinances providing for the issuance of Bonds pursuant hereto, the Issuer shall not enact any supplemental ordinance authorized by the foregoing provisions of this Section unless in the opinion of Bond Counsel the enactment of such supplemental ordinance is permitted by the foregoing provisions of this section. SECTION 21. AMENDMENT OF ORDINANCE WITH CONSENT OF HOLDERS OF BONDS. Except as provided in Section 20 hereof, no material modification or amendment of this Ordinance or of any resolution supplemental hereto shall be made without the consent in writing of the Holders of fifty-one percent or more in the principal amount of the Bonds of each Series so affected and then Outstanding. For purposes of this Section, to the extent any Bonds are insured by a policy of municipal bond insurance or are secured by a letter of credit and such Bonds are then rated in as high a rating category as the rating category in which such Bonds were rated at the time of initial issuance and delivery thereof by either Standard & Poor's Corporation or Moody's Investors Service, or successors and assigns, then the consent of the issuer of such municipal bond insurance policy or the issuer of such letter of credit 18 . . . shall be deemed to constitute the consent of the Holder of such Bonds, No modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Revenues or reduce the percentage of the Holders of the Bonds required to consent to any material modification or amendment hereof without the consent of the Holder or Holders of all such obligations, For purposes of the immediately preceding sentence, the issuer of a municipal bond insurance policy or a letter of credit shall not consent on behalf of the Holders of the Bonds. No amendment or supplement pursuant to this Section 21 (but not including Section 20 hereof) shall be made without the consent of the Bond Insurer. SECTION 22. DEFEASANCE. The covenants and obligations of the Issuer shall be defeased and discharged under terms of this Ordinance as follows: (A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the Holders of all Bonds the principal, redemption premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated herein, then the pledge of the Pledged Revenues '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. If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the principal or redemption premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated herein, such Bonds shall cease to be entitled to any lien, benefit or security under this Ordinance, and all covenants, agreements and obligations of the Issuer to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied, (B) The Bonds, redemption premium if any, and interest due or to become due for the payment or redemption of which moneys shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section 22, Subject to the provisions of paragraph (C) and (D) of this Section 22, any Outstanding Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section if (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the Issuer shall have given to the escrow agent instructions accepted in writing by the escrow agent to notify Holders of Outstanding Bonds in the manner required herein of the redemption of such Bonds on said date and (ii) there shall have been deposited with the escrow agent either moneys in an amount which shall be sufficient, or Federal Securities (including any Federal Securities issued or held in book-entry form on the books of the Department of the Treasury ofthe United States) the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the escrow agent at the same time, shall be sufficient, to pay when due the principal of or premium, if any,7 19 . . . and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be, Section 23. SALE OF THE BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the requirements of this Ordinance and other applicable provisions of law as set forth in a supplemental resolution of the Issuer adopted before the issuance of any Series of Bonds. SECTION 24. CAPITAL APPRECIATION BONDS. For the purposes of (i) receiving payment of the redemption price if a Capital Appreciation Bond is redeemed prior to maturity, or (ii) receiving payment of a Capital Appreciation Bond if the principal of all Bonds is declared immediately due and payable under the provisions of the Ordinance, or (iii) computing the amount of the Maximum Bond Service Requirement and of Bonds held by the registered owner of a Capital Appreciation Bond in giving to the Issuer or the Trustee any notice, consent, request or demand pursuant to the Ordinance for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. SECTION 25. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. SECTION 26. REPEALING CLAUSE. All ordinances or resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 27. VALIDATION. The City Attorney and the City's bond counsel are hereby authorized to commence validation proceedings under Chapter 75, Florida Statutes, SECTION 28. EFFECTIVE DATE. This Ordinance shall take effect immediately upon its passage. 20 . . . SECTION 29. PUBLIC NOTICE. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with Chapter 166.041, Florida Statutes. PASSED ON FIRST READING December 12, 2000 PASSED ON SECOND READING AND FINAL READING AND ADOPTED January 18, 2001 ~r- Mayor-Commissioner Approved as to form: Attest: -~ Pamela K. Akin City Attorney ',' - <;' -c 21