US HIGHWAY 441/27

COMMUNITY DEVELOPMENT AGENCY

 

                            

AGENDA MEMORANDUM

 

 

Meeting Date:           October 12, 2009

 

From:                          Jerry Boop, Finance Director, CPA, CGFO

 

Subject:                      A resolution of The Community Redevelopment Agency for the US Highway 441 & 27 Area providing for the issuance of Tax Increment Revenue Bonds and other Parity Obligations of the Agency to finance the acquisition and construction of community redevelopment projects in the redevelopment area of such Agency; providing for the payment and security thereof; making certain Covenants and Agreements in connection therewith; providing for and authorizing the issuance of its Tax Increment Revenue Bonds, Series 2009 in the original aggregate principal amount not to exceed $16,000,000 as the initial series of Bonds hereunder for the purpose of financing and refinancing certain costs of undergrounding and/or relocating Electric and other utility lines and related improvements; establishing criteria for determining interest rates, provisions for redemption, and maturity schedules for such series 2009 Bonds; establishing the reserve requirement therefore; authorizing the Chairman or Vice Chairman to award the sale of said series 2009 Bonds to the Underwriters described herein pursuant to a negotiated sale and approving the terms and criteria for such sale; approving the form and authorizing the execution and delivery of a Bond Purchase Contract; approving the form of a Preliminary Official Statement with respect to the Series 2009 Bonds and authorizing the Chairman, Vice Chairman or Executive Director to deem the Preliminary Official Statement final in accordance with SEC Rule 15C2-12; authorizing the execution of a Final Official Statement; Approving the form and authorizing the execution of a continuing disclosure commitment; authorizing the purchase of Bond Insurance and Reserve Product and the selection of a Bond Insurer with respect to the Series 2009 Bonds; approving the form of and authorizing the execution and delivery of an Interlocal Agreement with the City of Leesburg; providing certain other details with respect thereto; providing for severability; and providing an effective date.

 

 

 

 

 

 

Staff Recommendation:

The Finance Team recommends adoption of the resolution authorizing and approving the issuance by the Community Redevelopment Agency (CRA) for the US Highway 441 & 27 Area of the not to exceed $16,000,000 principal amount of Tax Increment Revenue Bonds, Series 2009, approving the form of and authorizing the execution and delivery of an Interlocal Agreement with the US Highway 441 & 27 Community Redevelopment Agency, approving the sale of Bonds by the CRA, approving the form of a Preliminary Official Statement with respect to such Bonds, authorizing the execution of a Final Official Statement with respect to such Bonds; approving the form of and authorizing the execution of a continuing disclosure commitment, Bond Purchase Agreement and authorizing officers and employees of the City/CRA to take all necessary actions in connection therewith. 

 

Analysis:

At its meeting held on December 8th, 2008 the City on behalf of the CRA authorized the issuance of a Bond Anticipation Note, (BAN) in an amount up to $7,500,000, Series 2008 and an Interlocal Agreement between the 441/27 CRA and the City.  The CRA wishes to continue to relocate underground, certain overhead distribution lines and make other improvements to the City’s electric transmission system within the CRA and have these projects paid by the CRA 441 & 27 Tax Increment Financing (TIF) Revenues, that also include taxes collected by the County, City and two other local entities.  Due to the nature and timing of the project, which is being done in concert with FDOT’s work on these major state roads, it is essential that the 441/27 CRA has immediate access to funding for the completion of this project. 

 

The City is seeking to pay off the outstanding balance of the Series 2008 BAN and facilitate completion of the project with the remaining funds generated by the Series 2009 Tax Increment Revenue Bonds issued by the CRA.  The Finance Team has taken into consideration the impact of the current economy on its financial resources, specifically the devaluation in property leading to the reduction in TIF revenues by allowing for the gradual escalation of the Maximum Annual Debt Service (MADS).  MADS is not to exceed $700,000 until fiscal year 2012-13 when the first principal payment of $100,000 is made. MADS remain around $800,000 until fiscal year 2015-16 when it increases to $900,000 and it gradually escalates to $1,000,000 in fiscal year 2021-22.  Over the life of the issuance MADS never exceeds $1,200,000.  Fiscal year 2009-10 CRA TIF revenue is estimated at $948,000.  Expectations for 2010-11 are estimated at $800,000 with a recovery in revenue expected in the 2011-12 fiscal year.

 

Debt Service for the Series 2009 TIF Revenue Bonds will be covered by TIF revenue.  In addition provision has been made through the Interlocal Agreement for the City’s General Fund, in support of the CRA so as to obtain, higher credit ratings, Bond Insurance, and significantly lower annual and total Debt Service Costs to the CRA, to cure any deficiency, by providing for a Covenant to Budget and Appropriate (“CB&A”).  The general requirements are as follows; On March 1st of each year an officer of the agency will certify whether the pledged TIF revenues will be sufficient to pay Annual Debt Service for that year.  In the event that they are not, the City must by April 1st, include in its General Fund budget by amendment the amount necessary to cover the deficiency from legally available Non-Ad Valorem Revenues.  Prior to any City advance of funds under the CB&A, as an abundance of caution, the CRA (and City) first has access to prior year’s TIF revenues currently in the CRA Tax Redevelopment Fund (approximately $3,172,000 currently).  In addition the Finance Team has also recommended taking $600,000 out of existing TIF Funds of $3,172,000 and deposit $600,000 into a Restricted Surplus Fund.  This represents 50% of MADS, and would first be used to cure any “deficiency” PRIOR to the City’s requirement to make any payment under the CB&A support.  The Interlocal Agreement also provides for additional disclosures which will be included in the 2009 CAFR.

 

 

Options:

1. Approve the issuance of the Series 2009 TIF Revenue Bonds of up to $16,000,000 and accompanying Interlocal Agreement; or

2.  Such alternative action as the Commission may deem appropriate

 

 

Fiscal Impact

Annual Debt Service will be paid from Tax Increment Revenues backed up by the Covenant to Budget and Appropriate included in the Interlocal Agreement.  Further support provided by the CRA self funding at closing $600,000 into the Restricted Surplus Fund out of existing CRA Funds. 

 

 

Submission Date and Time:    10/9/2009 1:12 PM____

 

Department:  Finance

Prepared by:   _Jerry Boop____________                     

Attachments:         Yes_X___   No ______

Advertised:   ____Not Required ______                     

Dates:   __________________________                     

Attorney Review :       Yes___  No ____

                                                

_________________________________           

Revised 6/10/04

 

Reviewed by: Dept. Head __JB______

 

Finance  Dept. ______JB____________                                     

                              

Deputy C.M. ___________________                                                                         

Submitted by:

City Manager ___________________

 

Account No. _________________

 

Project No. ___________________

 

WF No. ______________________

 

Budget  ______________________

 

Available _____________________


 

COMMUNITY REDEVELOPMENT AGENCY
FOR THE US HIGHWAY 441 & 27 AREA

TAX INCREMENT REVENUE BONDS
BOND RESOLUTION

ADOPTED OCTOBER 12, 2009

 


TABLE OF CONTENTS

Page

ARTICLE I AUTHORITY FOR THIS RESOLUTION.. 3

ARTICLE II DEFINITIONS. 3

Section 2.01    Definitions. 3

Section 2.02    Singular/Plural. 13

ARTICLE III FINDINGS. 13

ARTICLE IV INSTRUMENT TO CONSTITUTE A CONTRACT. 14

ARTICLE V AUTHORIZATION OF 2009 REDEVELOPMENT PROJECT; AUTHORIZATION, DESCRIPTION, TERMS AND FORM OF BONDS. 14

Section 5.01    Authorization of 2009 Redevelopment Project and Retirement of Prior Note; and Issuance of Bonds. 14

Section 5.02    Description of Obligations. 15

Section 5.03    Execution of Bonds. 17

Section 5.04    Bonds Mutilated; Destroyed; Stolen or Lost. 17

Section 5.05    Provisions for Redemption. 18

Section 5.06    Effect of Notice of Redemption. 19

Section 5.07    Redemption of Portion of Bonds. 19

Section 5.08    Bonds Called for Redemption Not Deemed Outstanding. 19

Section 5.09    Form of Bonds. 19

Section 5.10    Application of Bond Proceeds. 26

Section 5.11    Temporary Bonds. 26

ARTICLE VI SOURCE OF PAYMENT OF BONDS; SPECIAL OBLIGATIONS OF AGENCY   26

Section 6.01    Bonds Not to be Indebtedness of the Agency. 26

Section 6.02    Pledge of Revenues. 26

ARTICLE VII REDEVELOPMENT TRUST FUND; ALLOCATION OF PLEDGED TAX INCREMENT REVENUES; CREATION OF FUNDS AND ACCOUNTS, DISPOSITION OF REVENUES. 27

Section 7.01    Redevelopment Trust Fund. 27

Section 7.02    Creation of Funds and Accounts. 27

Section 7.03    Construction Account. 28

Section 7.04    Disposition of Pledged Tax Increment Revenues. 29

Section 7.05    Use of Moneys in the Debt Service Account 32

Section 7.06    Application of Moneys in Restricted Surplus Account 33

Section 7.07    Designation of Reserve Requirement; Application of Moneys in Reserve Account 33

Section 7.08    Paying Agents. 34

ARTICLE VIII DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS. 34

Section 8.01    Deposits Constitute Trust Funds. 34

Section 8.02    Investment of Moneys. 35

ARTICLE IX GENERAL COVENANTS OF THE AGENCY.. 35

Section 9.01    Books and Records. 35

Section 9.02    Reports and Annual Audits. 36

Section 9.03    Annual Budget. 36

Section 9.04    No Loss of Lien on Pledged Revenues. 36

Section 9.05    Enforcement of Pledged Revenues. 36

Section 9.06    Tax Covenants. 37

Section 9.07    Rebate Account. 38

Section 9.08    Deposit of Amounts Received Pursuant to Interlocal Agreement 38

ARTICLE X ISSUANCE OF ADDITIONAL BONDS AND PARITY OBLIGATIONS. 39

Section 10.01  Issuance of Other Obligations. 39

Section 10.02  Issuance of Additional Bonds and Parity Obligations. 39

ARTICLE XI EVENTS OF DEFAULT; REMEDIES. 40

Section 11.01  Events of Default. 40

Section 11.02  Enforcement of Remedies. 41

Section 11.03  Effect of Discontinuing Proceedings. 42

Section 11.04  Directions to Trustee as to Remedial Proceedings. 42

Section 11.05  Pro Rata Application of Funds. 42

Section 11.06  Restrictions on Actions by Individual Bondholders. 43

Section 11.07  Appointment of a Receiver. 44

Section 11.08  Bond Insurer and Credit Facility Providers are Parties In Interest. 44

ARTICLE XII MODIFICATION OR AMENDMENTS. 44

Section 12.01  Modification or Amendment. 44

Section 12.02  Amendment with Consent of Bond Insurer and/or Credit Facility Provider. 46

ARTICLE XIII DEFEASANCE.. 46

Section 13.01  Defeasance and Release of Resolution. 46

ARTICLE XIV SERIES 2009 BONDS. 47

Section 14.01  Award of Series 2009 Bonds; Delegation Parameters; Approval of Form of Bond Purchase Contract. 47

Section 14.02  Terms of Series 2009 Bonds. 48

Section 14.03  Approval of Form of Continuing Disclosure Commitment. 50

Section 14.04  Application of Proceeds. 50

Section 14.05  Approval of Preliminary Official Statement. 51

Section 14.06  Designation of Reserve Requirement for Series 2009 Bonds. 51

Section 14.07  Authorizations Concerning Series 2009 Bonds. 52

Section 14.08  Approval of Interlocal Agreement and Authorization of Execution and Delivery Thereof. 53

ARTICLE XV MISCELLANEOUS PROVISIONS. 53

Section 15.01  Severability. 53

Section 15.02  No Third-Party Beneficiaries. 53

Section 15.03  Controlling Law; Members of Agency Not Liable. 53

Section 15.04  Repeal of Inconsistent Resolutions. 53

Section 15.05  Effective Date. 54

 

 

EXHIBIT A – FORM OF BOND PURCHASE CONTRACT............................................... A-1

EXHIBIT B – FORM OF CONTINUING DISCLOSURE COMMITMENT......................... B-1

EXHIBIT C – FORM OF PRELIMINARY OFFICIAL STATEMENT.................................. C-1

EXHIBIT D – FORM OF INTERLOCAL AGREEMENT...................................................... D-1

 


 

                                                RESOLUTION _______

A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY FOR THE US HIGHWAY 441 & 27 AREA PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS AND OTHER PARITY OBLIGATIONS OF THE AGENCY TO FINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2009 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $16,000,000 AS THE INITIAL SERIES OF BONDS HEREUNDER FOR THE PURPOSE OF FINANCING AND REFINANCING CERTAIN COSTS OF UNDERGROUNDING AND/OR RELOCATING ELECTRIC AND OTHER UTILITY LINES AND RELATED IMPROVEMENTS; ESTABLISHING CRITERIA FOR DETERMINING INTEREST RATES, PROVISIONS FOR REDEMPTION, AND MATURITY SCHEDULES FOR SUCH SERIES 2009 BONDS; ESTABLISHING THE RESERVE REQUIREMENT THEREFOR; AUTHORIZING THE CHAIRMAN OR VICE CHAIRMAN TO AWARD THE SALE OF SAID SERIES 2009 BONDS TO THE UNDERWRITERS DESCRIBED HEREIN PURSUANT TO A NEGOTIATED SALE AND APPROVING THE TERMS AND CRITERIA FOR SUCH SALE; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2009 BONDS AND AUTHORIZING THE CHAIRMAN, VICE CHAIRMAN OR EXECUTIVE DIRECTOR TO DEEM THE PRELIMINARY OFFICIAL STATEMENT FINAL IN ACCORDANCE WITH SEC RULE 15C2-12; AUTHORIZING THE EXECUTION OF A FINAL OFFICIAL STATEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE COMMITMENT; AUTHORIZING THE PURCHASE OF BOND INSURANCE AND A RESERVE PRODUCT AND THE SELECTION OF A BOND INSURER WITH RESPECT TO THE SERIES 2009 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF LEESBURG; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the “Redevelopment Act”), the City of Leesburg, Florida (the “City”) created and established the Community Redevelopment Agency for the US Highway 441 & 27 Area (the “Agency”) by Ordinance No. 06-13 adopted by the City Commission of the City on February 13, 2006; and

WHEREAS, pursuant to Resolution No. 7643 adopted on July 12, 2006, the City Commission approved and adopted the Community Redevelopment Agency for the US Highway 441 & 27 Area Plan (as modified from time to time, the “Redevelopment Plan”) in accordance with the Redevelopment Act; and

WHEREAS, the City Commission of the City enacted Ordinance No. 06-45 on June 12, 2006, creating and establishing a Redevelopment Trust Fund for the Redevelopment Area pursuant to Section 163.387, Florida Statutes (the “Redevelopment Trust Fund”) and providing for the deposit into the Redevelopment Trust Fund of certain tax increment revenues in order to implement the Redevelopment Plan and finance redevelopment projects (the “Redevelopment Projects”) in accordance therewith; and

WHEREAS, the Agency intends to construct the 2009 Redevelopment Project, as hereinafter described and to provide to the City pursuant to that Interlocal Agreement dated as of December 19, 2008 between the City and the Agency an amount sufficient to retire on the date of delivery of the Series 2009 Bonds as defined below, an amount sufficient to retire all of the City’s outstanding Subordinate Capital Improvement Bond Anticipation Note, Series 2008 (the “Prior Note”); and

WHEREAS, the Agency desires to issue its Tax Increment Revenue Bonds, Series 2009 (the “Series 2009 Bonds”) to finance the acquisition and construction of the 2009 Redevelopment Project (including the reimbursement of the Agency and the City for Costs of the 2009 Redevelopment Project previously paid in anticipation of the issuance of the Series 2009 Bonds) and to provide for the retirement of the Prior Note; and

WHEREAS, the Agency desires to approve the form and authorize the execution and delivery of a Bond Purchase Contract in substantially the form attached hereto as Exhibit “A” (the “Bond Purchase Contract”) providing for the sale of the Series 2009 Bonds on a negotiated basis to Raymond James & Associates, Inc., RBC Capital Markets Corporation and Loop Capital Markets, LLC (collectively, the “Underwriters”) subject to the satisfaction of the terms and conditions contained herein; and

WHEREAS, the Agency desires to approve the form of and authorize the execution and delivery of a Continuing Disclosure Commitment, in substantially the form attached hereto as Exhibit “B” (the “Continuing Disclosure Commitment”) pursuant to Rule 15c2-12 in effect from time to time and applicable to the Series 2009 Bonds, promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934 (the “Rule”); and

WHEREAS, the Agency desires to approve the form of a draft Preliminary Official Statement regarding the Series 2009 Bonds, a copy of which is attached hereto as Exhibit “C” (the “Preliminary Official Statement”) and to authorize the approval of a Preliminary Official Statement and a final Official Statement with respect to the Series 2009 Bonds; and

WHEREAS, by its Resolution adopted by the City Commission on the date hereof, the City Commission authorized and approved the adoption of this Resolution and the issuance of the Series 2009 Bonds as authorized herein.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY FOR THE US HIGHWAY 441 & 27 AREA, that:


AUTHORITY FOR THIS RESOLUTION

This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the CRA Ordinance and other applicable provisions of law.


DEFINITIONS

Definitions

.  As used herein, unless the context otherwise requires:

“Additional Bonds” means additional obligations issued in compliance with the terms, conditions and limitations contained herein which will have an equal lien on the Pledged Revenues, to the extent provided herein.

“Agency” means the Community Redevelopment Agency for the US Highway 441 & 27 Area.

“Amortization Installment” means the funds to be deposited in the Debt Service Account in a given Bond Year for the payment at maturity or redemption of a portion of Term Bonds of a designated series, as established pursuant to a resolution of the Agency adopted at or before the delivery of such series of Term Bonds.

“Authorized Depository” means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Agency as a depository hereunder.

“Bond Counsel” means Akerman Senterfitt or any other counsel designated by the Agency and experienced in matters relating to the validity of and exclusion from federal income taxation of interest on, obligations of states and their political subdivisions.

“Bondholder,” “Registered Owner,” “Holder” and “Owner” mean the registered owner (or its authorized representative) of a Bond.

“Bond Insurer” means, with respect to any Bonds, the issuer of an insurance policy insuring the payment, when due, of the principal of and interest on such Bonds.

“Bond Obligation” means, as of the date of computation, the sum of (i) the principal amount of all Current Interest Bonds then Outstanding and (ii) the Compounded Amount of all Capital Appreciation Bonds then Outstanding.

“Bonds” means the Series 2009 Bonds and any Additional Bonds issued pursuant to Article X hereof.

“Bond Year” means the annual period beginning on the second day of November of each year and ending on the first day of November of the following year; provided that when such term is used to describe the period during which deposits are to be made pursuant to Article VII to amortize principal and interest on the Bonds maturing or becoming subject to redemption or pursuant to similar provisions with respect to Parity Obligations, any interest and principal maturing or becoming subject to redemption on October 1 of any year shall be deemed to mature or become subject to redemption on the last day of the preceding Bond Year.

“Capital Appreciation Bonds” means Bonds that bear interest which is payable only at maturity or upon redemption prior to maturity in amounts determined by reference to the Compounded Amounts.

“Chairman” means the Chairman of the Agency, or in his absence or unavailability or inability to perform, the Vice Chairman of the Agency.

“City” means the City of Leesburg, Florida.

“Code” means the Internal Revenue Code of 1986, as amended, or any applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context hereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of Treasury (including applicable final regulations and temporary regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions.

“Composite Reserve Requirement” shall mean an amount of money, or the aggregate available amount under one or more Reserve Products, or a combination thereof, equal to the least of (i) the Maximum Annual Debt Service calculated with respect to all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, (ii) 125% of the average annual Debt Service Requirement calculated with respect to all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, or (iii) 10% of the aggregate stated original principal amount of all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, provided, however, that in determining the aggregate stated original principal amount of Bonds Outstanding for the purposes of this clause (iii), the issue price of Bonds (net of pre-issuance accrued interest) shall be substituted for the original stated principal amount of those Bonds if such Bonds were sold at either an original issue discount or premium exceeding two percent (2%) of the stated redemption price at maturity.

“Composite Reserve Subaccount” shall mean the subaccount in the Reserve Account established pursuant to Section 7.02 of this Resolution.

“Compounded Amounts” means the principal amount of Capital Appreciation Bonds, plus the amount of interest that has accreted on Capital Appreciation Bonds to the date of calculation, determined by accretion tables contained in each such Bond.

“Cost” or “Cost of the Project,” with respect to each Project, shall include, without limiting the items of cost permitted under the Redevelopment Act the following items to the extent they relate to a Project: (i) all direct costs of the Project items described in the plans and specifications for the Project; (ii) all costs of planning, designing, acquiring, constructing, equipping, financing and start-up costs of the Project, including demolition of existing structures and improvements necessary in connection with the construction and development of the Project; (iii) all costs of issuance of Bonds issued to finance such Project or to refund indebtedness issued for such purposes, including the cost of any municipal bond insurance policy and Reserve Product, fees and expenses of Bond Counsel, disclosure counsel, underwriters and underwriters’ counsel, special tax counsel, counsel to the Agency, and financial advisors, printing costs, rating agency fees, initial acceptance fees of paying agents, remarketing agents, trustees, depositaries and all fees and costs of any Credit Bank providing a Credit Facility and of other financial institutions providing special credit or liquidity facilities with respect to the Bonds; (iv) the cost of acquisition, by purchase or condemnation, of any lands, structures, improvements, rights-of-way, franchises, easements or interests therein and all of the properties tangible or intangible, deemed necessary or convenient for the maintenance and operation of the Project; (v) all engineering, legal and financial costs and expenses; (vi) all expenses for estimates of costs and of revenues; (vii) costs of obtaining governmental and regulatory permits, licenses and approvals; (viii) all fees of special advisors and consultants associated with one or more aspects of the Project or the financing thereof; (ix) interest on Bonds prior to and during acquisition or construction of such Project for which such Bonds were issued, and for such additional periods as the Agency may reasonably determine to be necessary for the placing of such Project in operation; (x) the reimbursement to the Agency or the City of all such Costs of such Project that have been advanced by the Agency or the City from its available funds before the delivery of a Series of Bonds issued to finance such costs to the extent such reimbursements do not, in the opinion of Bond Counsel, adversely affect the exclusion of interest on the Bonds other than Taxable Bonds from gross income for federal income tax purposes or adversely affect the qualification of Bonds designated as Direct Subsidy Obligations as such under applicable federal income tax law; (xi) those amounts required to be rebated to the United States of America in order to preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds issued with the intent that such interest be so excluded to the extent the Agency elects to pay such amounts from the Construction Account; and (xii) such other costs and expenses which shall be necessary or incidental to the financing herein authorized and the construction and acquisition or undertaking of the Project and the placing of same in operation or other implementation of the undertaking to be financed with proceeds of Bonds issued hereunder.

“County Property Appraiser” means the county officer, and his duly appointed deputies, then charged with determining the value of all property within Lake County, Florida, of maintaining certain records connected therewith, and of determining the tax on taxable property after taxes have been levied, in accordance with Article 8, Section 1(d) of the Florida Constitution and other applicable laws, as amended or supplemented.

“CRA Ordinance” means the Ordinance No. 06‑45 enacted by the City Commission of the City on June 12, 2006, as supplemented and amended from time to time.

“Credit Facility” shall mean as to any particular Series of Bonds, or portion thereof, a letter of credit, a line of credit or another credit or liquidity enhancement facility or municipal bond insurance policy, as authorized by the Agency with respect to such Series of Bonds.

“Credit Facility Provider” shall mean as to any particular Series of Bonds, or portion thereof, the Person (other than a Bond Insurer) providing a Credit Facility, if any, as designated by the Agency.

“Current Interest Bonds” means Bonds that bear interest which is payable annually or more frequently.

“Debt Service Account” means the account established by that name pursuant to Section 7.02 of this Resolution.

“Debt Service Requirement” means for a given Bond Year the remainder, after subtracting any accrued and capitalized interest for that Bond Year that has been deposited into the Debt Service Account or a separate subaccount in the Construction Account for that purpose with respect to Bonds outstanding hereunder or that has been deposited in a similar account established with respect to Parity Obligations not issued as Bonds hereunder, from the sum of:

The amount required to pay the interest coming due on Bonds and Parity Obligations during that Bond Year, including the accreted interest component of the Compounded Amount of Capital Appreciation Bonds maturing in the Bond Year (subject to adjustment as provided below with respect to interest on Direct Subsidy Obligations),

The amount required to pay the principal of Bonds and Parity Obligations, including the principal of Serial Bonds and the principal of Term Bonds, maturing in that Bond Year that are not included in the Amortization Installments for such Term Bonds or in mandatory sinking fund redemption requirements with respect to Parity Obligations,

The Amortization Installments for all Series of Term Bonds for that Bond Year and the mandatory sinking fund redemption requirements with respect to other Parity Obligations, and

The premium, if any, payable on all Bonds and other Parity Obligations required to be redeemed in that Bond Year in satisfaction of the Amortization Installment or mandatory sinking fund redemption requirements with respect to other Parity Obligations.

For purpose of determining the Debt Service Requirement, unless the interest rate is fixed for the duration of the applicable Bond Year(s), in which case the actual interest rate shall be used, the interest rate on Variable Rate Debt outstanding or proposed to be issued shall be calculated at the maximum rate that such Variable Rate Debt may bear in accordance with its terms.  Also, for purposes of determining the Debt Service Requirement, any subsidy, rebate or tax credit payment expected to be received from the United States Treasury with respect to Direct Subsidy Obligations may be deducted from interest coming due on Bonds and Parity Obligations in the Bond Year immediately following the Bond Year in which the interest on the Direct Subsidy Obligations to which such subsidy, rebate or tax credit payment relates is payable.

If a series of Variable Rate Debt is subject to purchase by the Agency pursuant to a mandatory or optional tender by the holder, the “tender” date or dates shall be ignored and the stated maturity dates thereof shall be used for purposes of this calculation, and, in the case of Bonds or Parity Obligations secured by a Credit Facility, the repayment terms of each Credit Facility (whether or not as evidenced by provisions included in the Bonds or Parity Obligations, such as interest rate adjustments to apply if an unreimbursed drawing on the Credit Facility shall occur) shall be ignored unless the issuer of the Credit Facility has advanced funds thereunder and such amount has not been repaid, in which case, the Debt Service Requirement shall include the repayment schedule and interest rate or rates specified in the documents relating to such Credit Facility, if the repayment obligation is secured on a parity with the Bonds or Parity Obligations.  The interest rate for Bonds issued as Variable Rate Debt for purposes of determining the amount, if any, to be deposited into or maintained in a subaccount in the Reserve Account for such Variable Rate Debt (other than the Composite Reserve Subaccount) shall be as required by the supplemental resolution authorizing the issuance of such Variable Rate Debt.

“Direct Obligations” means non-callable direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee.

“Direct Subsidy Obligations” means Bonds or Parity Obligations so designated by the Agency and with respect to which the Agency is entitled to receive (subject to any applicable periodic notice, requisition or filing requirements) from the United States Treasury a subsidy, rebate or tax credit payment with respect to interest paid or payable on such Bonds or Parity Obligations, including, without limitation, “Build America Bonds” issued pursuant to Section 54AA of the Code and “Recovery Zone Economic Development Bonds” issued pursuant to Section 1400U-2 of the Code.

“Executive Director” means the officer of the Agency who is performing the duties of the Executive Director of the Agency.

“Federal Securities” means direct obligations of the United States of America or obligations the payment of the principal of and interest on which when due is unconditionally guaranteed by the United States of America.

“Financial Advisor” means Larson Consulting Services, LLC, Orlando, Florida.

“Fiscal Year” means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12-month period as may be hereafter designated as the fiscal year of the Agency.

“Fitch” means Fitch Ratings, a corporation organized and existing under the laws of the State of New York, its successors and assigns and, if such corporation shall no longer perform the functions of a security rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Agency.

“Interlocal Agreement” means that interlocal agreement by and between the City and the Agency pursuant to which, among other matters but subject to the terms set forth therein, the City covenants to budget and appropriate Non-Ad Valorem Revenues (as defined therein) to make certain payments in regard to the Series 2009 Bonds.

“Investment Obligations” means, to the extent permitted by law (i) Federal Securities, or (ii) direct obligations of the Federal Intermediate Credit Banks, Federal Land Banks, Federal Farm Credit System, Federal Home Loan Banks or Banks for Cooperatives, or (iii) certificates of deposit or other interest bearing obligations of any bank, savings and loan association or trust company (including any Authorized Depositary) authorized to engage in the banking business, either fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or fully collateralized by obligations described in (i) or (ii) above having a fair market value (determined at least quarterly) equal to the principal amount of such certificates of deposit or other interest bearing obligations, or (iv) repurchase agreements with any authorized depositary or primary reporting government dealer, in each case having a capital and surplus or net capital of not less than $100,000,000, and having senior debt obligations rated at least A by at least one nationally recognized rating service, secured by collateral of the type and in the amount described in (iii) above, or (v) general obligation or full faith and credit bonds, notes or obligations of any state or any municipality or political subdivision of any state, or any revenue bonds, notes or obligations of any such entities, or any agency or authority thereof, if such obligations are rated by at least one nationally recognized rating service in either of the two highest classifications approved by the Comptroller of the Currency for the investment of funds of national banks, or (vi) any other obligations in which surplus municipal funds may be invested under the laws of the State of Florida, authorized thereunder and as shall comply with the City’s investment policy, as the same may be amended from time to time.

“Maximum Annual Debt Service” means as of any particular date of calculation, the largest Debt Service Requirement for any remaining Bond Year except that the amount of principal coming due on the final maturity date with respect to Bonds or Parity Obligations shall be reduced by the aggregate principal amount or Compounded Amounts of such Bonds or Parity Obligations to be redeemed from Amortization Installments or sinking fund redemption requirements with respect to other Parity Obligations to be made in prior Bond Years and, for purposes of Section 10.02 hereof, amounts available in the subaccounts in the Reserve Account shall be credited against the debt service payable in the Bond Year in which the final maturity of the Series of Bonds secured by such subaccounts occurs.

“Modified Pledged Tax Increment Revenues” means the Pledged Tax Increment Revenues received by the Agency in the immediately preceding Fiscal Year modified to reflect the Pledged Tax Increment Revenues which the Agency would have received in such Fiscal Year if (i) the total assessed valuation of the taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the final determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in the such Fiscal Year had reduced or rolled-back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with (i) and (ii) above shall be pro-rated for a partial year assessment, if applicable.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns and, if such corporation shall no longer perform the function of a securities rating agency, “Moody’s” shall be deemed to refer to such other nationally recognized rating agency as the Agency shall designate.

“Municipal Obligations” shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which at the time of purchase are rated “AAA” by S&P and/or Fitch and/or “Aaa” by Moody’s.

“Outstanding Bonds” or “Bonds outstanding” or “Outstanding” in reference to Bonds means all Bonds which have been issued pursuant to this Resolution except:

Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity;

Bonds for the payment or redemption of which cash funds or Refunding Securities or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent or other Authorized Depository (whether upon or prior to the maturity or redemption date of any such Bonds) in an amount which, together with earnings on such Refunding Securities, will be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of and interest on all Bonds at such redemption dates shall have been given to the Paying Agent; and

Bonds which are deemed paid pursuant to Section 5.08 hereof or in lieu of which other Bonds have been issued under Section 5.04 hereof.

With respect to Parity Obligations, “Outstanding” or “outstanding” means all such Parity Obligations issued by the Agency except:

Parity Obligations cancelled after purchase in the open market or because of payment at or redemption prior to maturity;

Parity Obligations that have been defeased in accordance with the terms thereof, and

Parity Obligations that are deemed to no longer be outstanding under and for purposes of the resolution or other authorizing instrument under which such Parity Obligations are issued.

“Parity Obligations” means obligations of the Agency, other than Bonds, issued or incurred as permitted hereunder and secured by a lien on the Tax Increment Revenues on a parity with the lien thereon securing the Bonds as provided herein.  Parity Obligations may include (without limiting the types of obligations that may otherwise constitute Parity Obligations) interest on bond anticipation notes, the principal of which is not secured by a lien on Tax Increment Revenues on a parity with the lien thereon of Bonds and Parity Obligations.  Anything provided herein to the contrary notwithstanding, Parity Obligations shall not be secured by a pledge of or lien on and shall not be payable from amounts on deposit in the funds and accounts created hereunder.

“Paying Agent” means the Agency, the City or an Authorized Depository designated by the Agency to serve as paying agent or place of payment for the Bonds issued hereunder, or any series thereof, which shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premiums, if any, with respect to such Bonds to the registered owners thereof, from funds made available therefor by the Agency, and any successors designated pursuant to this Resolution.  For the Series 2009 Bonds, the initial Paying Agent is U.S. Bank National Association.

“Pledged Revenues” means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except for amounts held in the Rebate Account, and except that amounts on deposit in the Restricted Surplus Account are pledged only to the Series 2009 Bonds and, as to particular Series of Bonds, the subaccounts in the Reserve Account shall secure only the Series of Bonds designated to be secured thereby.

“Pledged Tax Increment Revenues” means the moneys deposited into the Redevelopment Trust Fund (including all amounts on deposit therein on the date of delivery of the Series 2009 Bonds) as required by Section 163.387, Florida Statutes, and the CRA Ordinance, annually by taxing authorities levying ad valorem taxes in the Redevelopment Area, except those specifically excluded in the Redevelopment Act or in accordance with the provisions thereof, all as more particularly set forth in Section 7.01 hereof; provided, however, that the tax increment revenues generated within any additional areas hereafter designated by the City to be slum or blighted areas within the meaning of the Redevelopment Act shall not constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the pledge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended to include such additional areas, (b) the CRA Ordinance is amended to require the tax increment revenues generated within such additional areas to be deposited in the Redevelopment Trust Fund and (c) this Resolution is supplemented to expressly pledge the tax increment revenues generated within such additional areas to the payment of Bonds and Parity Obligations.

“Prior Note” means the City of Leesburg, Florida Subordinate Capital Improvement Bond Anticipate Note, Series 2008.

“Project” means the acquisition and construction of redevelopment projects, including demolition of existing structures and improvements required in connection therewith, undertaken pursuant to the Redevelopment Plan and designated by resolution of the Agency to be financed or refinanced with proceeds from the issuance of Bonds hereunder or Parity Obligations or Subordinate Obligations, including with respect to the Series 2009 Bonds, the 2009 Redevelopment Project.

“Property Assessment Certification” means the certification of taxable value of property which includes all or part of the Redevelopment Area prepared and submitted by the County Property Appraiser to each taxing authority having jurisdiction over all or any part of the Redevelopment Area in accordance with Section 200.065, Florida Statutes, as supplemented and amended from time to time.

“Rating Agency” means Moody’s, Fitch and S&P and any other nationally recognized rating agency, to the extent they have in effect a rating on any of the Bonds outstanding hereunder at the request of the Agency.

“Rebate Account” means the Rebate Account created and established pursuant to Section 7.02 of this Resolution.

“Rebate Amount” means, with respect to each Series of Bonds issued hereunder that are not Taxable Bonds, the excess of the amount earned on all non-purpose investments (as defined in Section 148(f)(6) of the Code, as amended) over the amount which would have been earned if such non-purpose investments were invested at a rate equal to the yield on such Series of Bonds, plus any income attributable to such excess, but shall not include any amount exempted by Section 148(f) of the Code from payment to the United States.

“Redevelopment Act” means the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as amended.

“Redevelopment Area” means the area within the City found by the City Commission of the City to be a slum or blighted area within the meaning of the Redevelopment Act, and described in the Redevelopment Plan, as amended from time to time, from which Pledged Tax Increment Revenues are derived.

“Redevelopment Plan” means the plan approved by the City by City Resolution No. 7643 adopted on July 12, 2006, and as hereafter amended and modified by the City from time to time.

“2009 Redevelopment Project” means a Project consisting of the undergrounding and/or relocating of City owned electrical distribution and other utility lines and related improvements within the Redevelopment Area.

“Redevelopment Trust Fund” means the fund so designated by City Ordinance No. 06-45.

“Refunding Securities” means Federal Securities and Municipal Obligations.

“Registrar” means the Agency or any agent designated from time to time by the Agency to maintain the registration books for Bonds issued hereunder or to perform other duties with respect to registering the transfer of Bonds.  The initial Registrar for the Series 2009 Bonds is U.S. Bank National Association.

“Reserve Account” means the account by that name established pursuant to Section 7.02 of this Resolution.

“Reserve Product” means bond insurance, a surety bond or a letter of credit or other credit facility used in lieu of a cash deposit in the Reserve Account and meeting the terms and conditions of Section 7.04(1)(b) of this Resolution.

“Reserve Product Provider” means a nationally recognized bond insurance provider or a bank or other financial institution providing a Reserve Product, and meeting any other requirements imposed pursuant to the supplemental resolution pursuant to which the Series of Bonds to be insured by such Reserve Product is authorized.

“Reserve Requirement” means, with respect to the Composite Reserve Subaccount, the Composite Reserve Requirement; and with respect to each Series of Bonds issued hereunder that is not secured by the Composite Reserve Subaccount, the amount of money, if any, or available amount of a Reserve Product, if any, or a combination thereof, required by supplemental resolution adopted or otherwise designated by the Agency prior to the issuance of such Series of Bonds to be maintained in the subaccount in the Reserve Account with respect to such Series of Bonds pursuant to Section 7.06 hereof; provided that the amount so designated by the Agency shall not cause any existing rating on any Bonds or Series of Bonds Outstanding hereunder to be lowered, suspended or withdrawn with respect to each Series of Bonds issued hereunder.

“Restricted Surplus Account” means the account of that name established pursuant to Section 7.02 of this Resolution.

“Restricted Surplus Requirement” means an amount equal to $600,000.00.

“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns and, if such corporation shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Agency.

“Serial Bonds” means all Bonds of a Series other than Term Bonds.

“Series” means any portion of the Bonds of an issue authenticated and delivered in a single transaction, payable from an identical source of revenue and identified pursuant to the supplemental resolution authorizing such Bonds as a separate Series of Bonds regardless of variations in maturity, interest rate, Amortization Installments or other provisions, and any Bonds thereafter authenticated and delivered in lieu of or in substitution of a Series of Bonds.

“Series 2009 Bonds” means the Agency’s Tax Increment Revenue Bonds, Series 2009 authorized to be issued herein.

“Subordinate Obligations” means obligations issued or incurred by the Agency that are secured by a pledge of or lien on or are otherwise payable from the Pledged Tax Increment Revenues junior and subordinate in all respects to the pledge of and lien on the Pledged Tax Increment Revenues securing the Bonds and Parity Obligations.

“Taxable Bonds” means Bonds, other than Direct Subsidy Obligations, the interest on which is not intended at the time of issuance thereof to be excluded from the gross income of the owners thereof for federal income tax purposes.

“Tax Credit Obligations” means Bonds or Parity Obligations (other than Direct Subsidy Obligations) so designated by the Agency with respect to which the owner or a third party purchaser or transferee is entitled to receive a federal tax credit.

“Term Bonds” means, Bonds of a Series for which Amortization Installments are established, and such other Bonds of a Series so designated by supplemental resolution of the Agency adopted or otherwise designated by the Agency on or before the date of delivery of such Bonds.

“Variable Rate Debt” means Bonds or Parity Obligations issued with a variable, auction reset, adjustable, convertible or other similar interest rate which is not fixed in percentage for the remaining term thereof.

Singular/Plural.

  Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies.


FINDINGS

It is hereby ascertained, determined and declared that:

The findings, declaration and determinations made by the City Commission of the City pursuant to the CRA Ordinance and the City resolutions defining the Redevelopment Area and approving the Redevelopment Plan are hereby adopted as findings, declarations and determinations of the Agency and are incorporated herein by reference.

Upon the issuance of the Series 2009 Bonds, the Pledged Tax Increment Revenues will not be pledged or encumbered in any manner except in accordance with the terms hereto to the Series 2009 Bonds.

It is necessary and in the best interests of the Agency and the City to undertake the 2009 Redevelopment Project and to provide for the payment of the Prior Note and to issue the Series 2009 Bonds to finance the 2009 Redevelopment Project, including reimbursing the Agency and the City for Costs of the 2009 Redevelopment Project paid prior to the issuance of the Series 2009 Bonds.

The Agency is authorized under the Redevelopment Act to issue the Series 2009 Bonds to finance the 2009 Redevelopment Project, including reimbursing the Agency and the City for Costs of the 2009 Redevelopment Project paid prior to the issuance of the Series 2009 Bonds and not paid or reimbursed from proceeds of the Prior Note.

Because of the characteristics of the Series 2009 Bonds, prevailing and anticipated market conditions, the need for flexibility in timing the issuance and sale of the Series 2009 Bonds, and the need to allow for an expeditious sale of the Series 2009 Bonds to meet the timing needs for the financing of the 2009 Redevelopment Project, it is necessary and in the best interests of the Agency as recommended by the Financial Advisor to sell the Series 2009 Bonds at a negotiated sale to the Underwriters, upon satisfaction of the terms and conditions set forth herein and in the Bond Purchase Contract.

Prior to the sale of the Series 2009 Bonds, the Underwriters will provide the Agency with a disclosure statement containing the information required by Section 218.385(6), Florida Statutes.  The Bond Purchase Contract shall include a Truth In Bonding Statement pursuant to Section 218.385, Florida Statutes.

It is in the best interests of the Agency, based in part on the recommendation of the Financial Advisor, that such will result in the Series 2009 Bonds being issued at a lower net interest cost, to enter into the Interlocal Agreement.


INSTRUMENT TO CONSTITUTE A CONTRACT

In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and the Bondholders.  The covenants and agreements herein set forth to be performed by the Agency shall be for the equal benefit, protection and security of the Bondholders and all Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein.


AUTHORIZATION OF 2009 REDEVELOPMENT PROJECT; AUTHORIZATION, DESCRIPTION, TERMS AND FORM OF BONDS

Authorization of 2009 Redevelopment Project and Retirement of Prior Note; and Issuance of Bonds

The 2009 Redevelopment Project, including the reimbursement of the Agency and the City for Costs of the 2009 Redevelopment Project incurred prior to the issuance of the Series 2009 Bonds, and the providing of proceeds of the Series 2009 Bonds to retire the Prior Note, is hereby authorized.

Subject and pursuant to the provisions hereof, the Series 2009 Bonds to be known as the “Community Redevelopment Agency for the US Highway 441 & 27 Area Tax Increment Revenue Bonds, Series 2009” (or if such Series 2009 Bonds are issued in more than one series, are issued as Direct Subsidy Obligations or are not issued in calendar year 2009, such other name and series designation as the Chairman shall direct) are hereby authorized to be issued in one or more series in the aggregate original principal amount (including only the original discounted principal value of any Series 2009 Bonds issued as Capital Appreciation Bonds) of not to exceed $16,000,000 or such lesser amount as may be approved by the Chairman for the purpose of financing a portion of the Costs of the 2009 Redevelopment Project, providing funds to retire the Prior Note, funding the Composite Reserve Requirement and paying the costs of issuance and expenses associated therewith.  All or a portion of the Series 2009 Bonds may be issued as Direct Subsidy Obligations and may be distinguished from Series 2009 Bonds not issued as Direct Subsidy Obligations by referring to them as the Agency’s “Taxable Tax Increment Revenue Bonds (Build America Bonds), Series 2009” or by such different name and Series designation as directed by the Chairman.  In connection with the issuance of the Series 2009 Bonds, the Agency shall deposit from Pledged Tax Increment Revenues or other legally available moneys to the Restricted Surplus Account, the Restricted Surplus Requirement.

Additional Bonds in excess of such amounts may be issued from time to time pursuant to the terms hereof.

Description of Obligations.

  The Bonds authorized hereunder may be issued in one or more Series that may be delivered from time to time.  The Agency shall by resolution authorize such Series and shall specify the following or provide for the manner in which the following shall be specified or determined: the authorized principal amount of such Series; the Projects to be financed or the indebtedness to be refunded with the proceeds thereof; the date and terms of maturity or maturities of the Bonds of such Series; and provided further that except as otherwise provided by subsequent resolution with respect to a Series of Bonds, each maturity date shall be May 1 or November 1; whether such Bonds are Taxable Bonds, Direct Subsidy Obligations, Tax Credit Obligations, Variable Rate Debt, Fixed Rate Bonds, Current Interest Bonds and/or Capital Appreciation Bonds; the interest rate or rates of the Bonds of such Series or the method or manner for determining such rate or rates, which may include variable, adjustable, auction reset, convertible or other rates, and original issue discounts and premiums; provided that the average net interest cost rate on such Series shall never exceed for such Series the maximum interest rate permitted by applicable law in effect at the time such Series are issued, and provided further that the interest payment dates for Bonds bearing interest payable semiannually shall be May 1 and November 1 of each Bond Year unless expressly provided otherwise by or pursuant to supplemental resolution authorizing such Bonds; with respect to Variable Rate Debt, the maximum interest rate such Bonds may bear; the mandatory and optional tender rights and obligations, if any, the authorized denominations of each Series of Bonds (which shall be at least $500); the numbering, lettering and series designation of such Series of Bonds; the Paying Agent and place or places of payment of such Bonds; the redemption prices for such Series of Bonds and any terms of redemption not inconsistent with the provisions of this Resolution; the amount and date of each Amortization Installment, if any, for such Series of Bonds, provided that each Amortization Installment shall fall due on May 1 or November 1 of a Bond Year unless expressly provided otherwise by or pursuant to supplemental resolution; the use of proceeds of such Series of Bonds, including deposits required to be made into the Construction Account and Reserve Account with respect to each such Series of Bonds; the Reserve Requirement, if any, with respect to such Series of Bonds; and any other terms or provisions applicable to the Series of Bonds, not inconsistent with the provisions of this Resolution or the Redevelopment Act.  The resolution authorizing a Series of Bonds shall designate or provide for the designation as to whether or not such Series of Bonds shall be secured by the Composite Reserve Subaccount.  All of the foregoing may be added or provided for by supplemental resolution or resolutions adopted at any time and from time to time prior to the issuance of such Series of Bonds.

Unless coupon bonds, the interest on which is excludable from gross income for federal income tax purposes, may again be issued under the Code, all Bonds hereunder other than Taxable Bonds shall, to the extent required to preserve the exclusion from gross income for federal income tax purpose of interest thereon, be in registered form, contain substantially the same terms and conditions as set forth in Section 5.09 below, shall be payable in lawful money of the United States of America and, unless otherwise provided pursuant to supplemental resolution, shall bear interest from their date which shall be payable by mail to the registered owner thereof.  To the extent the Agency under then applicable law may issue any Series of Bonds in coupon or bearer form, the interest on which, in the opinion of Bond Counsel, is excludable from gross income for federal income tax purposes, or if the Agency desires to issue Taxable Bonds in the form of coupon or bearer Bonds, the Agency may supplement and amend this Resolution without the consent of the Bondholders of Bonds then Outstanding, including the form of the Bonds, to authorize and provide for the issuance and payment of such coupon or bearer Bonds.  In addition, notwithstanding the foregoing, if and to the extent permitted by applicable law, the Agency shall establish a system of registration with respect to any Series or all Series of Bonds issued hereunder and may issue hereunder certificated registered public obligations (represented by instruments) or uncertificated registered public obligations (not represented by instruments) commonly known as book-entry obligations, combinations thereof, or such other obligations as may then be permitted by law.  The Agency shall appoint such registrars, transfer agents, depositaries or other agents as may be necessary to cause the registration, registration of transfer and reissuance of the Bonds within a commercially reasonable time according to the then current industry standards and to cause the timely payment of interest, principal and premium, if any, payable with respect to the Bonds.  Any such system may be effective for any Series then Outstanding or to be subsequently issued, provided that if the Agency adopts a system for the issuance of uncertificated registered public obligations, it may permit thereunder the conversion, at the option of a Holder of any Bond then Outstanding, of a certificated registered public obligation to an uncertificated registered public obligation, and the reconversion of the same.  A list of the names and addresses of the Registered Owners of the Bonds shall be maintained at all times by the registrar and shall be made available to any Bondholder requesting same during normal business hours.

The form of Bonds may provide that the Owner of any such Bond may demand payment of principal and interest from the Agency within a stated period after delivering notice to a designated agent for the Agency and providing a copy of the notice with the tender of the Bond to such agent and may provide that the Owner thereof under certain circumstances may be required to tender its Bond for purchase.  The designated agent for the Agency, in accordance with the terms of a remarketing or replacement agreement, may provide for the resale or redelivery of the Bonds on behalf of the Agency at a price provided for in the agreement.  If the Bonds shall not be resold or redelivered within a stated period, the agent for the Agency may be authorized to draw upon a previously executed credit or liquidity facility between the Agency and one or more banks or other financial or lending institutions permitting the Agency to borrow interest and principal for payment upon a particular Series of Bonds to which such credit facility shall pertain.  The particular form or forms of such optional and mandatory tender provisions, the period or periods for payment of principal and interest after delivery of notice, the appointment of the agent for the Agency, the terms and provisions of the remarketing agreement, and the terms and provisions of the credit or liquidity facility shall be as designated by or pursuant to a supplemental resolution of the Agency pertaining to each Series of Bonds to which such terms and provisions are applicable, prior to the sale thereof.

Unless otherwise provided by resolution adopted prior to the issuance of the applicable Series of Bonds, a purchase of Bonds by or through a remarketing agent, trustee, auction agent, credit or liquidity facility provider or the Agency pursuant to an optional or mandatory tender shall not be deemed a redemption of such Bonds and will not be deemed to extinguish or discharge the indebtedness evidenced by such Bonds.  Any Bonds purchased by or on behalf of the Agency pursuant to an optional or mandatory tender shall be purchased with the intent that the indebtedness evidenced by such Bonds shall not be extinguished or discharged; such indebtedness shall not be extinguished or discharged and such Bonds shall remain Outstanding hereunder unless and until such Bonds are delivered to the trustee, tender agent or paying agent therefor for cancellation.

Article XIV below addresses the matters contemplated by this Section 5.02 with respect to the Series 2009 Bonds.

Execution of Bonds.

  The Bonds shall be executed in the name of the Agency by the Chairman, or such other member or officer of the Agency as may be authorized by supplemental resolution, and attested by the Executive Director of the Agency or such other member or officer of the Agency as is authorized by supplemental resolution, and the seal of the Agency shall be imprinted, reproduced or lithographed on the Bonds.  The signatures of the Chairman and the Executive Director or such other member or officer on the Bonds may be by facsimile, but one such officer shall sign his manual signature on the Bonds unless the Agency appoints an authenticating agent, registrar, transfer agent or trustee who shall be authorized and directed to cause one of its duly authorized officers to manually execute the Bonds.  If any officer whose signature appears on the Bonds ceases to hold office after such execution, but before the delivery of the Bonds, his signature shall nevertheless be valid and sufficient for all purposes.  In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officers.

Bonds Mutilated; Destroyed; Stolen or Lost.

  If any Bond is mutilated, destroyed, stolen or lost, the Agency or its agent may, in its discretion (i) deliver a duplicate replacement Bond, or (ii) pay a Bond that has matured or is about to mature.  A mutilated Bond shall be surrendered to and cancelled by the Registrar with respect to the applicable Series of Bonds.  The Bondholder must furnish the Agency or its agent proof of ownership of any destroyed, stolen or lost Bond; post satisfactory indemnity; comply with any reasonable conditions the Agency or its agent may prescribe; and pay the Agency’s or its agent’s reasonable expenses.

Any such duplicate Bond shall constitute an original contractual obligation on the part of the Agency whether or not the destroyed, stolen, or lost Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of and security for payment from, the funds pledged to the payment of the Bond so mutilated, destroyed, stolen or lost.

Provisions for Redemption.

  Each Series of Bonds shall be subject to redemption prior to their maturity at the option of the Agency at such times and in such manner as shall be established by or pursuant to resolutions of the Agency adopted with respect to such Series of Bonds on or before the time of delivery of those Bonds.  The redemption provisions with respect to the Series 2009 Bonds shall be determined pursuant to Article XIV below.  Unless otherwise provided by or pursuant to supplemental resolution with respect to a Series of Bonds, notice of redemption shall be given by the deposit in the U.S. mails of a copy of said redemption notice, postage prepaid, at least thirty and not more than sixty days before the redemption date (or such other method or time period established with respect to a Series of Bonds by or pursuant to resolution of the Agency adopted with respect to such Series of Bonds prior to the issuance thereof) to all Registered Owners of the Bonds or portions of Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with provisions hereof.  Failure to mail any such notice to a Registered Owner of a Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occurred.

Unless otherwise provided by or pursuant to supplemental resolution with respect to a Series of Bonds, each notice shall set forth the date fixed for redemption of the Bond being redeemed, the redemption price to be paid, the date of such notice, the original issue date of such Bonds, the maturity date and rate of interest borne by each Bond being redeemed, any conditions to such redemption or the reservation of the Agency of the right to rescind such notice of redemption, the name, address and telephone number of the person designated by the Registrar and Paying Agent to be responsible for such redemption and, if less than all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP Numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.  If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued.

Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice.

Unless otherwise provided by or pursuant to supplemental resolution with respect to a Series of Bonds, in addition to the mailing of the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements of subparagraphs (a) and (b) below; provided however, that failure of such notice or payment to comply with the terms of subparagraphs (a) and (b) below shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in this Section 5.05:

Each notice of redemption shall also be sent to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more nationally recognized municipal securities information repositories.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

Notwithstanding the foregoing or any other provision hereof, notice of optional redemption pursuant to this Section 5.05 may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Agency if expressly set forth in such notice.

Effect of Notice of Redemption.

  Except as provided in Section 5.05 above, notice having been given in the manner and under the conditions hereinabove provided and upon the satisfaction of any conditions to such redemption specified in such notice, 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, moneys for payment of the redemption price being held in separate accounts by the Paying Agents in trust for the Registered Owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest and, if applicable, principal, 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 Resolution, and the Registered Owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in Section 5.07 of this Article, to receive Bonds for any unredeemed portions of the Bonds.

Redemption of Portion of Bonds.

  In case part but not all of an Outstanding fully registered Bond shall be selected for redemption, the Owners thereof shall present and surrender such Bond to the Agency or its designated paying agent for payment of the principal amount thereof so called for redemption, and the Agency shall execute and deliver to or upon the order of such Owner, without charge therefor, for the unredeemed balance of the principal amount of the Bond so surrendered, a fully registered Bond or Bonds.

Bonds Called for Redemption Not Deemed Outstanding.

  Bonds or portions of Bonds that have been duly called for redemption under the provisions of this Article V, and with respect to which amounts sufficient to pay the principal of, premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate accounts by an escrow agent, any Authorized Depositary or any Paying Agent in trust for the registered owners thereof, as provided in this Resolution and as to which any conditions to such redemption have been satisfied, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depositary or Paying Agent, as the case may be, for such redemption of the Bonds and, to the extent provided in Section 5.07 of this Article, to receive Bonds for any unredeemed portions of the Bonds.

Form of Bonds.

  The text of the Bonds and the form of assignment for such Bonds, provisions for variable interest rates and the payment of Bonds on the demand of the Owners thereof shall be in substantially the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by this Resolution or by any supplemental resolution adopted prior to the issuance thereof, including, without limitation, such changes as may be required for the issuance of Bonds as uncertificated public obligations or coupon Bonds to the extent herein authorized and for the execution of the Bonds by an authenticating agent:


[FORM OF BOND]

No. R-                                                                                                                           $__________

UNITED STATES OF AMERICA

STATE OF FLORIDA

COMMUNITY REDEVELOPMENT AGENCY
FOR THE US HIGHWAY 441 & 27 AREA

TAX INCREMENT REVENUE BONDS,
SERIES ____

Interest Rate

 

Maturity Date

 

Original Dated Date

 

CUSIP

 

%

____________ 1

 

 

 

REGISTERED OWNER:

PRINCIPAL AMOUNT:                                                                                 DOLLARS

The Community Redevelopment Agency for the US Highway 441 & 27 Area (hereinafter called the “Agency”), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely from the Pledged Revenues as hereinafter described, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of ___________________, ___________________, ___________________ or its successors, as Bond Registrar and Paying Agent (the “Registrar”), and to pay, solely from such special revenues, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of May and the first day of November of each year, commencing on May 1, 2010.  Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the Agency maintained by the Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date or by wire transfer to Registered Owners of $1,000,000 or more in principal amount of Bonds (the “Record Date”), irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date, unless the Agency shall be in default in payment of interest due on such interest payment date.  In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mail, postage prepaid, by the Agency to the Registered Holders of Bonds not less than fifteen days preceding such special record date.  Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing.

This Bond and the interest hereon is payable solely from and secured by a lien upon and pledge of the Pledged Tax Increment Revenues and amounts held in certain funds and accounts established under the Bond Resolution (collectively, the “Pledged Revenues”), all in the manner and to the extent provided in the resolution adopted by the Agency on October 12, 2009 (as the same may be supplemented and amended from time to time, the “Bond Resolution”).  All terms used herein in capitalized form and not otherwise defined shall have the meanings ascribed thereto in the Bond Resolution. 

Reference is hereby made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security of the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the registered owners of the Bonds, the extent of and limitations, on the Agency’s rights, duties and obligations, and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the Registered Owner hereof for himself and his successors in interest assents by acceptance of this Bond.

This Bond and the indebtedness represented hereby are limited obligations of the Agency secured solely by the Pledged Revenues in the manner and to the extent provided in the Bond Resolution and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, the City, the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. It is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Bond or for the payment of any other amounts provided for in the Bond Resolution.  It is further agreed as between the Agency and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any other funds or property of or in the Agency, but shall constitute a lien only on the Pledged Revenues.  The Agency has no taxing power.

This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $__________, of like date, tenor and effect, except as to number, maturity and interest rate, designated as “Community Redevelopment Agency for the US Highway 441 & 27 Area Tax Increment Revenue Bonds, Series ____” issued to finance __________ pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Part III, Chapter 163, Florida Statutes, as amended and other applicable provisions of law.  This Bond is also subject to all of the terms and conditions of the Bond Resolution.

The Bonds of this issue are subject to redemption prior to their maturity [Insert Term Bond amortization provisions].

The Bonds of this issue shall be further subject to redemption prior to their maturity at the option of the Agency [Insert optional redemption provisions].

Notice of such redemption shall be given in the manner required by the Bond Resolution.

The registration of this Bond may be transferred upon the registration books upon delivery to the designated office of the Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the owner of this Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee.  In all cases of a transfer of a Bond, the Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds.  The Agency and the Registrar may charge the owner of such Bond for the registration of every such transfer of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the Agency) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered.

If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the designated corporate trust office of the Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment.

It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this Series does not violate any constitutional or statutory limitation or provision.

[PROVISION FOR VARIABLE RATE BONDS]

The form of the Bonds may be modified as appropriate to provide for a variable interest rate calculated initially and from time to time by reference to an index or indices or formula or formulas to be subsequently designated by the Agency by or pursuant to supplemental resolution pertaining to each Series of Bonds, provided that in no event shall the interest rate calculated in accordance with such index or formula exceed the maximum interest rate such Bonds are permitted to bear in accordance with the supplemental resolution authorizing such Series of Bonds and applicable law.

[FORM OF PROVISION FOR DEMAND BONDS]

The form of the Bonds may be modified as appropriate by or pursuant to supplemental resolution of the Agency for each Series of Bonds prior to the sale thereof, to provide that the Bonds are subject to mandatory or optional tender for purchase by the registered owner thereof.

Neither the members of the governing body of the Agency nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Authentication endorsed hereon shall have been signed by the Registrar.

IN WITNESS WHEREOF, the Community Redevelopment Agency for the US Highway 441 & 27 Area, has issued this Bond and has caused the same to be signed by the Mayor of the City in his capacity as Chairman of the Agency and attested by its Executive Director, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be reproduced hereon, all as of the ______ day of ____________, ____.

COMMUNITY REDEVELOPMENT AGENCY FOR THE US HIGHWAY 441 & 27 AREA

(SEAL)

By:                                                     

Chairman

ATTESTED:

By:                                         

Executive Director

 

Approved as to form and correctness:

 

 

                                               

Agency Counsel

 

 

 

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Bond Resolution.

_______________________ as Registrar

 

By                                                      

Authorized Officer

Date of Authentication:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned _______________________ (the “Transferor”), hereby sells, assigns and transfers unto (the ___________________________________ (the “Transferee”)

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________ as attorney to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises.

Date:  _______________

Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company.

NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Bond in every particular without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

[END OF FORM OF BOND]


Application of Bond Proceeds.

  Except as otherwise provided hereby, the proceeds, including accrued interest and premium, if any, received from the sale of the Bonds of any Series shall be applied by the Agency simultaneously with the delivery of such Bonds in accordance with the provisions of a supplemental resolution of the Agency in conformity with this Resolution to be adopted at or before the delivery of such Series of Bonds.  The proceeds from the sale of the Series 2009 Bonds shall be applied in accordance with Section 14.04 hereof.

Temporary Bonds.

  Pending the preparation of definitive Bonds, the Agency may execute and the authenticating agent, if any, shall authenticate and deliver temporary Bonds.  Temporary Bonds shall be issuable as registered Bonds without coupons, of any authorized denomination, and shall be substantially in the form of the definitive Bonds but with such omissions, insertions, and variations as may be appropriate for temporary Bonds, all as may be determined by the Agency.  Temporary Bonds may contain such reference to any provisions of this Resolution as may be appropriate.  Every temporary Bond shall be executed by the Agency and be authenticated by the authenticating agent, if any, upon the same conditions and in substantially the same manner, and with like effect, as the definitive Bonds.  As promptly as practicable the Agency shall execute and shall furnish definitive Bonds and thereupon temporary bonds may be surrendered in exchange therefor without charge at the principal office of the Registrar, and the Registrar shall deliver in exchange for such temporary Bonds a like aggregate principal amount of definitive Bonds of authorized denominations.  Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds.


SOURCE OF PAYMENT OF BONDS;
SPECIAL OBLIGATIONS OF AGENCY

Bonds Not to be Indebtedness of the Agency.

  The Bonds shall not be or constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be limited obligations of the Agency, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the extent herein provided.  No Bondholder shall ever have the right directly or indirectly, to compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof or taxation in any form on any real or personal property to pay such Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein.  The Agency has no taxing power.  The Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the Agency other than the Pledged Revenues, in the manner and to the extent herein provided.

Pledge of Revenues.

  The payment of the principal of, premium, if any, and interest on the Bonds shall be secured  forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided herein, and, as provided herein, the Agency does hereby irrevocably pledge such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Bonds, the funding and maintaining of the reserves therefor as required herein and for all other payments as provided herein.  The pledge and lien on Pledged Revenues securing the Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be on a parity with the pledge thereof and lien thereon securing Parity Obligations issued or incurred as provide in Section 10.02 hereof.  Notwithstanding the foregoing, however, nothing herein provided shall be deemed to grant or create a lien on any subaccount in the Construction Account or Reserve Account created with respect to a particular Series of Bonds in favor of the owners of Bonds of any other Series.  Each subaccount in the Construction Account shall secure only the Series of Bonds with respect to which such subaccount was created.  Each subaccount in the Reserve Account shall secure only the Series of Bonds expressly designated to be secured thereby.  In addition, nothing herein shall be deemed to grant or create a lien on any funds in the Rebate Account, including investment earnings thereon.


REDEVELOPMENT TRUST FUND; ALLOCATION OF PLEDGED TAX INCREMENT REVENUES; CREATION OF FUNDS AND ACCOUNTS, DISPOSITION OF REVENUES

Redevelopment Trust Fund.

  Pursuant to Section 163.387, Florida Statutes, and Ordinance No. 06-45 of the City, the Redevelopment Trust Fund has been created and established and the funds to be allocated and deposited into the Redevelopment Trust Fund have been appropriated to the Agency to finance projects within the Redevelopment Area pursuant to the Redevelopment Plan.

The lien securing the Bonds created pursuant to Section 6.02 hereof upon the revenues described in this Section 7.01 shall not attach until such revenues shall have been deposited in the Redevelopment Trust Fund.

Creation of Funds and Accounts.

  There are hereby created and established the “Construction Account,” the “Tax Increment Revenue Bond Fund” and the following accounts therein to be known as:  the “Debt Service Account,” the “Reserve Account,” the “Restricted Surplus Account” and the “Rebate Account.”  There is hereby created and established in the Reserve Account a separate subaccount designated the “Composite Reserve Subaccount.”  There may be created and established in the Reserve Account separate subaccounts with respect to and securing one or more separate Series of Bonds.  The Tax Increment Revenue Bond Fund and all accounts and subaccounts therein shall constitute trust funds for the purposes herein provided, shall be delivered to and held by the Executive Director of the Agency (or an Authorized Depository designated by the Executive Director), in each case who shall act as trustee of such funds for the purposes hereof, shall, other than the Rebate Account, be subject to a lien and charge in favor of the Bondholders and shall at all times be kept separate and distinct from all other funds of the Agency and used only as herein provided.

The cash required to be accounted for in each of the funds and accounts created hereunder may, except as expressly provided by supplemental resolution, be deposited in a single bank or investment account or otherwise comingled with other funds of the Agency and the City for investment purposes, provided that adequate accounting records are maintained to reflect and control the restricted allocation of cash on deposit therein for the various purposes of such funds as provided herein.  The designation and establishment of the various funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent-self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Agency for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided.

Construction Account.

  The Agency shall deposit to the Construction Account such amounts as may be directed from time to time by supplemental resolution.  Moneys in the Construction Account and the subaccounts therein shall be kept separate and apart from all other accounts and subaccounts of the Agency, and funds on deposit therein shall be withdrawn, used and applied by the Agency solely for the payment of the Cost of the Projects.  The Agency may establish a separate subaccount in the Construction Account for the Project or Projects to be financed by separate Series of Bonds.  Capitalized interest, if any, deposited in a subaccount in the Construction Account shall be transferred, to the extent necessary, to the Debt Service Account to pay interest on the applicable Series of Bonds.  Funds on deposit in the Construction Account shall be withdrawn, used and applied by the Agency solely for the payment of the costs of such Project or Projects and purposes incidental thereto; provided, however, that moneys in any subaccount in the Construction Account may be removed and deposited as necessary into a related subaccount so long as the Agency shall have received an opinion of Bond Counsel that such action will not cause interest on any Bonds that are not Taxable Bonds to become includable in gross income for federal income tax purposes and will not cause any Bonds constituting Direct Subsidy Obligations to cease to qualify as such under applicable federal tax law.

All such funds shall be and constitute trust funds for such purposes, and shall be delivered to and held by the Executive Director of the Agency (or his or her designated Authorized Depository) who shall act as trustee of such funds for the purposes of this Resolution.  There is hereby created a lien on such funds in favor of the Holders of the Bonds of the Series to which such separate subaccounts are related until applied as herein provided.

Any funds on deposit in the Construction Account that, in the opinion of the Agency, are not immediately necessary for expenditure, as hereinabove provided, shall be held and may be invested in the manner provided by law, in Investment Obligations, provided that such investments shall be payable at such times and in such manner as shall provide sufficient funds as are estimated to be needed for the purposes hereof.  All income derived from investment of funds in a subaccount in the Construction Account shall be deposited into the subaccount in the Construction Account to which such investment income is attributable, except for any such income constituting a portion of the Rebate Amount which may be deposited into the Rebate Account.

Upon completion of a Project, any amounts then remaining in corresponding subaccounts in the Construction Account and not reserved by the Agency for the payment of the Cost of such Project or for any other Project, shall be used to redeem Bonds of the Series from which funds were derived, or upon receipt of an opinion from Bond Counsel that the interest on the Bonds that are not Taxable Bonds will not become includable in gross income for federal income tax purposes and that Bonds issued as Direct Subsidy Obligations or Tax Credit Obligations will not cease to qualify as such as a result of such action, (i) to the payment of the Costs of additional Projects authorized by the Agency, or (ii) if needed, shall be deposited in the Reserve Account, or (iii) for such other purpose as may be permitted by the Redevelopment Act.

Disposition of Pledged Tax Increment Revenues.

  All Pledged Tax Increment Revenues shall be deposited immediately upon receipt into the Redevelopment Trust Fund and upon such deposit shall be subject to the pledge and lien of this Resolution pursuant to Section 6.02 hereof.  The Bonds and Parity Obligations issued in accordance with the terms hereof shall be secured by a parity and equal lien on the Pledged Tax Increment Revenues on deposit in the Redevelopment Trust Fund.  As between the Bonds and Parity Obligations, available Pledged Tax Increment Revenues shall be allocated pro rata based upon the relative amounts required to be deposited in such Fiscal Year hereunder for the payment of debt service on the Bonds, funding of the Reserve Account and Rebate Account and other amounts payable with respect thereto and amounts required to be deposited in such Fiscal Year under the instruments providing for such Parity Obligations for the payment of corresponding amounts.  Amounts received by the Agency as direct subsidy, rebate or tax credit payments with respect to Bonds or Parity Obligations issued as Direct Subsidy Obligations shall be deposited upon receipt into the Redevelopment Trust Fund and applied in the same manner as provided in this Section 7.04 with respect to Pledged Tax Increment Revenues.  Subject to the foregoing, in each Fiscal Year, Pledged Tax Increment Revenues shall be transferred from the Redevelopment Trust Fund and deposited to the credit of the Tax Increment Revenue Bond Fund upon receipt in an amount sufficient to make the deposits required by subsection (1) below.

DISPOSITION OF FUNDS IN THE TAX INCREMENT REVENUE BOND FUND.  Funds in the Tax Increment Revenue Bond Fund shall be applied in each Bond Year only in the following order and priority:

First, by deposit into the Debt Service Account an amount which, together with other amounts deposited therein will be equal to (i) the interest becoming due on the Bonds in such Bond Year; (ii) all principal and, with respect to Bonds that pay interest only upon maturity or redemption, principal and interest, maturing or becoming due during the current Bond Year on the various series of Serial Bonds of the Bonds that mature annually; and (iii) the annual Amortization Installments and unamortized principal balances of Term Bonds coming due during the then-current Bonds Year with respect to Bonds, until there are sufficient funds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Bonds, on the interest and principal payment dates and redemption dates in such Bond Year.

Deposits shall be increased or decreased to the extent required to pay principal, interest and redemption premiums next becoming due, after making allowance for any accrued and capitalized interest, and to makeup any deficiency or loss that may otherwise arise in such fund or accounts.  Additionally, if Bonds issued as Variable Rate Debt are Outstanding, unless the Agency shall establish a different procedure for the deposit of interest on Bonds constituting Variable Rate Bonds, the Agency shall deposit into the Debt Service Account an amount equal to the interest that would be payable on such Bonds in such Bond Year assuming they bear interest at the maximum rate such Bonds are permitted to bear in accordance with their terms.

Notwithstanding anything in this subsection (a) to the contrary, if principal, interest or premium payments have been made on behalf of the Agency by a Bond Insurer or the issuer of a Liquidity Facility or Credit Facility or other entity insuring, guarantying or providing for the payment of Bonds or any Series thereof, moneys on deposit in the Debt Service Account and allocable to such Bonds shall be paid to such Bond Insurer or issuer of the Liquidity Facility or Credit Facility having theretofore made a corresponding payment on the Bonds.

Then, by deposit to the Restricted Surplus Account amounts which, after taking into account other funds on deposit therein, will be sufficient to make the funds on deposit therein equal to the Restricted Surplus Requirement; provided, however, that deficiencies therein arising from a withdrawal to pay debt service shall be restored no later than twelve (12) months after the date of the withdrawal creating said deficiency.

Then, by deposit into the appropriate subaccounts in the Reserve Account, amounts which, after taking into account other funds then on deposit therein, will be sufficient to make the funds on deposit therein equal to the Reserve Requirement for each such subaccount; provided, however, that if the funds on deposit in the Reserve Account are less than the Reserve Requirement as a result of a withdrawal therefrom for deposit to the Debt Service Account pursuant to Section 7.05 hereof, the amount of such deficiency may be made up through three (3) substantially equal annual installments, with such installments to commence the Bond Year after such withdrawal from the Reserve Account.  If there are not sufficient funds in the Tax Increment Revenue Bond Fund available to make the amounts on deposit in each subaccount in the Reserve Account equal to the Reserve Requirement for the applicable Series of Bonds, there shall be deposited in each such subaccount an amount equal to the lesser of the Reserve Requirement for such subaccount or the total amount available to be deposited into the Reserve Account multiplied by a fraction, the numerator of which is the Bond Obligation of all Bonds of the applicable Series then Outstanding and the denominator of which is the total aggregate amount of the Bond Obligation of all Bonds of every Series then Outstanding hereunder.

Notwithstanding anything herein to the contrary, the Agency shall not be required to fully fund a subaccount in the Reserve Account at the time of issuance of any Series of Bonds hereunder, if it provides on the date of issuance of any Series of Bonds in lieu of such funds, a Reserve Product issued by a Reserve Product Provider in an amount equal to the difference between the Reserve Requirement and the sums then on deposit in the applicable subaccount in the Reserve Account.  Such Reserve Product as provided above must provide for payment on any interest or principal payment date (provided adequate notice is given) on which a deficiency exists (or is expected to exist) in moneys held hereunder for a payment with respect to the applicable Series of Bonds which cannot be cured by funds in any other account held pursuant to this Resolution and available for such purpose, and which shall name the Paying Agent or an Authorized Depository who has agreed to serve as trustee for the benefit of the Bondholders of such Series as the beneficiary thereof.  In no event shall the use of such Reserve Product be permitted if it would cause any existing rating on the Bonds or any Series thereof to be lowered, suspended or withdrawn.  If a disbursement is made from a Reserve Product as provided above, the Agency shall be obligated to reinstate the maximum limits of such Reserve Product immediately following such disbursement or to replace such Reserve Product by depositing into the applicable subaccount in the Reserve Account from the first Pledged Revenues available for deposit pursuant to this clause (1)(b) after the deposits required by clause 1(a) above, funds in the maximum amount originally payable under such Reserve Product, plus amounts necessary to reimburse the Reserve Product Provider for previous disbursements made pursuant to such Reserve Product, or a combination of such alternatives, and for purposes of this clause (1)(b), amounts necessary to satisfy such reimbursement obligation and other obligations of the Agency to such a Reserve Product Provider shall be deemed required deposits into the applicable subaccount in the Reserve Account, but shall be used by the Agency to satisfy its obligations to the Reserve Product Provider.

Notwithstanding the foregoing, if one or more subaccounts in the Reserve Fund have been funded with cash or Investment Obligations and no event of default shall have occurred and be continuing hereunder, the Agency may, at any time in its discretion, substitute a Reserve Product meeting the requirements of this Resolution for the cash and Investment Obligations in any such subaccount, and the Agency may then withdraw such cash and Investment Obligations from such account and apply them to any lawful purpose, so long as (i) the same does not adversely affect any rating by a securities rating agency then in effect for the applicable Series of Outstanding Bonds and (ii) the Agency obtains an opinion of Bond Counsel that such actions will not, in and of themselves, adversely affect the exclusion from gross income of interest on the applicable Series of Bonds (if other than Taxable Bonds) for federal income tax purposes and will not cause any Bonds secured by such subaccount that constitute Direct Subsidy Obligations to cease to qualify as such under applicable federal tax law.

Cash on deposit in the applicable subaccount in the Reserve Account shall be used (or investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing on any Reserve Product.  If and to the extent that more than one Reserve Product is deposited in the applicable subaccount in the Reserve Account, drawings thereunder and repayments of costs associated therewith shall be made on a pro rata basis, calculated by reference to the maximum amounts available thereunder.

Then, to the issuer of any Liquidity Facility or Credit Facility or any Registrar, Paying Agent, remarketing agent or similar agent with respect to any Bonds, or to any party providing services in connection with Outstanding Bonds an amount equal to the fees and expenses of such persons accruing in such Bond Year.

Deposits required pursuant to this Section shall be cumulative and the amount of any deficiency in any Bond Year shall be added to the amount otherwise required to be deposited in the Bond Years thereafter until such time as all such deficiencies have been cured.

The foregoing notwithstanding, to the extent amounts on deposit in the Rebate Account are insufficient to pay when due the Rebate Amount in accordance with the requirements of Sections 12.03 and 12.04 hereof, the Agency shall use Pledged Revenues to fund such deficiency prior to making deposits required above.

The Agency shall not be required to make any further payments into the Tax Increment Revenue Bond Fund, including the accounts therein, when the aggregate amount of funds in the Debt Service Account and Reserve Account, including the subaccounts therein, available for the payment thereof, is at least equal to the aggregate principal amount of Bonds issued pursuant to this Resolution and then outstanding, plus the amount of interest then due or thereafter to become due on said Bonds then outstanding, or if all Bonds then outstanding have otherwise been defeased pursuant to Section 12.02 below.

After the deposits required pursuant to subsection (1) above and the deposits required to be made with respect to Parity Obligations have been made, remaining Pledged Tax Increment Revenues in the Redevelopment Trust Fund shall be applied to make deposits to such other funds or accounts as shall be specified by the instrument providing for the issuance of Subordinated Obligations of such amounts as shall be necessary to pay debt service and other requirements with respect to Subordinated Obligations, as provided in the instrument providing for the issuance of such Subordinated Obligations.

After making the deposits required pursuant to subsection (1) above, the deposits required with respect to Parity Obligations and the deposits required pursuant to subsection (3) above, amounts available in the Redevelopment Trust Fund may be used and applied by the Agency for any lawful purpose of the Agency in accordance with the Redevelopment Act.

Use of Moneys in the Debt Service Account

.

Moneys on deposit in the Debt Service Account shall be used solely for the payment of the interest on and the principal of and any redemption premiums required with respect to the Bonds and for the other purposes provided by the terms of Section 7.04(1)(a) hereof.

At the maturity date of each Bond and at the due date of each Amortization Installment and installment of interest on each Bond, the Agency shall transfer from the Debt Service Account to the Paying Agents for such Bonds sufficient moneys to pay all principal of, premiums, if any, and interest then due and payable with respect to each such Bond.  Interest accruing with respect to any fully-registered Bond (other than a Capital Appreciation Bond) shall be paid by check or draft of the Paying Agent, or by such other means as provided with respect to a Series of Bonds, to the registered owner thereof.

Moneys deposited in the Debt Service Account representing Amortization Installments shall be applied solely (i) to purchase Term Bonds subject to redemption from such Amortization Installments at the most advantageous price obtainable, but in no event to exceed the principal amount thereof plus accrued interest or the Compounded Amount, as the case may be, but no such purchase shall be made by the Agency within a period of thirty days next preceding any interest payment date on which such Bonds are subject to call for redemption under the provisions of this Resolution, or (ii) redemption of Term Bonds subject to redemption from such Amortization Installments; all other moneys deposited in the Debt Service Account for the redemption of Bonds may be applied to the retirement of Bonds issued under the provisions of this Resolution and then outstanding in the following manner:

The Agency may endeavor to purchase one or more outstanding Bonds of any one or more Series but only to the extent moneys are available therefor, at the most advantageous price obtainable, such price not to exceed the principal of such Bonds plus accrued interest, or the Compounded Amount, as the case may be, but no such purchase shall be made by the Agency within a period of thirty days next preceding any interest payment date on which such Bonds are subject to call for redemption under the provisions of this Resolution; or

The Agency may call any remaining Term Bonds or Serial Bonds then subject to redemption, in such order and by such selection method as the Agency, in its discretion, may determine.

The Agency will apply funds deposited for the redemption of bonds in the foregoing manner as will exhaust the money then held for the redemption of such Bonds as nearly as may be possible.

If Term Bonds are purchased or redeemed pursuant to this section in excess of the Amortization Installments for such Bond Year, such excess principal amount of such Term Bonds so purchased or redeemed shall be credited against subsequent Amortization Installments for Bonds in such Series in such Bond Year or Years as the Agency may determine and as may be reflected in the Agency’s permanent accounting records.  Such election shall be included in the annual audited reports of Agency referred to in Section 9.02 below.

Application of Moneys in Restricted Surplus Account

.   Funds on deposit in the Restricted Surplus Account shall be used to pay debt service on the Series 2009 Bonds to the extent amounts on deposit in the Debt Service Account are insufficient therefor.  Amounts in the Restricted Surplus Account shall be used only for such purpose and amounts shall be withdrawn from the Restricted Surplus Account to pay debt service on the Series 2009 Bonds prior to seeking payments from the City pursuant to the Interlocal Agreement and prior to the use of any funds or Reserve Product on deposit in the Composite Reserve Subaccount for such purpose.

Designation of Reserve Requirement; Application of Moneys in Reserve Account

.   The Agency shall by resolution or supplemental resolution adopted prior to the issuance of a Series of Bonds designate, or provide for the designation, as to whether such Series of Bonds is to be secured by the Composite Reserve Subaccount, a separate subaccount in the Reserve Account, or is not to be secured by the Reserve Account, and if such Series of Bonds is to be secured by a separate subaccount, the Reserve Requirement with respect thereto.  Such designation with respect to the Series 2009 Bonds is provided in Section 14.06 below.  Upon the issuance of a Series of Bonds hereunder, the Agency shall, on the delivery date of such Series of Bonds, if such series is secured by the Composite Reserve Subaccount, deposit into the Composite Reserve Subaccount an amount equal to the increase in the Composite Reserve Requirement attributable to the issuance of such Series of Bonds, or, if such Series is secured by a separate subaccount in the Reserve Account, deposit into such subaccount an amount at least equal to the Reserve Requirement applicable to such Series.

Funds on deposit in the Composite Reserve Subaccount may be used only for the purpose of curing deficiencies in the Debt Service Account with respect to the Series of Bonds secured by the Composite Reserve Subaccount.  Amounts on deposit in the Composite Reserve Subaccount for the Series 2009 Bonds shall be used to cure deficiencies in the Debt Service Account related to the Series 2009 Bonds only to the extent there are insufficient amounts on deposit in the Restricted Surplus Account and the City does not fully fund the “Deficiency” under the Interlocal Agreement.  Funds on deposit in a separate subaccount in the Reserve Account may be used only for the purpose of curing deficiencies in the Debt Service Account related to the Series of Bonds with respect to which such subaccount in the Reserve Account was created and for no other purpose.  If funds on deposit in a subaccount in the Reserve Account exceed, in the aggregate, the applicable Reserve Requirement, such excess shall be paid into the Debt Service Account; provided, however, that excess funds in the Reserve Account attributable to the refunding of Bonds of a Series secured thereby and amounts in a subaccount allocable to the Bonds being refunded may be applied in the manner provided in the proceeding of the Agency with respect to such refunding.  Any proceeds received from a Reserve Product shall be applied immediately to cure deficiencies in the Debt Service Account with respect to the Series of Bonds for which such Reserve Product was provided and for no other purpose.

Paying Agents.

  The Agency shall transfer, from the various funds and accounts established in this Article VII, to one or more Paying Agents as shall be designated by resolution from time to time adopted by the Agency, on or before each interest and principal payment date and each redemption date, an amount sufficient to pay when due the principal of, interest on and redemption premium, if any, with respect to the Bonds.

No resignation or removal of a Paying Agent appointed hereunder shall be effective until such time as a successor has been appointed by the Agency and has accepted the duties as Paying Agent hereunder.


DEPOSITARIES OF MONEYS, SECURITY FOR
DEPOSITS AND INVESTMENT OF FUNDS

Deposits Constitute Trust Funds.

  All funds deposited with the Agency in the Redevelopment Trust Fund and all funds and accounts created under the provisions of this Resolution shall be held in trust and applied only in accordance with the provisions of this Resolution, and shall not be subject to lien or attachment by any creditor of the Agency.

All funds at any time deposited with the Agency pursuant to this Resolution shall be continuously secured, for the benefit of the Agency and the Bondholders, either (a) by lodging with an Authorized Depository, as custodian, collateral security consisting of obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) in such other manner as may then be required or permitted by applicable state or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds, including without limitation, the provisions of Chapter 280, Florida Statutes, as from time to time amended.

All moneys deposited with each Authorized Depository shall be credited to the particular Fund or Account to which such moneys belong.

Investment of Moneys.

  Moneys held for the credit of the funds and accounts established hereunder shall be invested and reinvested by the Agency in the Investment Obligations.  Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the Agency, that the moneys held for the credit of said funds and accounts will be needed for the purposes of such funds or accounts.

Obligations so purchased as an investment of moneys in any such fund or account shall be deemed at all times to be a part of such fund or account, and shall at all times, for the purposes of this Resolution, be valued at the market value thereof as determined by the Agency no less frequently than as of each semiannual interest payment date.  Any deficiencies in the amounts required to be maintained on deposit in any of the Funds and Accounts established hereunder resulting from a decline in the market value of the investments held therein shall be restored by no later than the second semiannual valuation date occurring after the valuation resulting in such deficiency.

Except as otherwise expressly provided herein, including specifically, the obligations of the Agency with respect to the funding of the Rebate Account set forth in Sections 9.06 and 9.07 hereof, all income and profits derived from the investment of moneys in the Construction Account shall be retained in the Construction Account and used for the purposes specified for the Construction Account.  Except as otherwise expressly provided herein, including specifically, the obligations of the Agency with respect to the funding of the Rebate Account set forth in Sections 9.06 and 9.07 hereof, all income and profits derived from the investment of moneys in the Reserve Account and the Debt Service Account, if any, shall be deposited into the Construction Account until the amount on deposit therein is sufficient for such purposes.  Thereafter, all remaining income and profits shall be deposited into the Tax Increment Revenue Bond Fund.  All income and profits derived from the investment of moneys in the Rebate Account shall be returned therein. 

All such investments shall be made in compliance with Section 9.06 below.


GENERAL COVENANTS OF THE AGENCY

Books and Records.

  The Agency, or the City on behalf of the Agency, shall keep separately identifiable financial books, records, accounts and data concerning the Redevelopment Trust Fund and the receipt and disbursement of Pledged Tax Increment Revenues, the Pledged Revenues, and the Bonds in accordance with generally accepted accounting principles applicable to governmental entities and applied in a consistent manner.

Reports and Annual Audits

The Agency, or the City on behalf of the Agency, shall require that an annual audit of the accounts and records with respect to the Redevelopment Trust Fund and the Pledged Revenues be completed as soon as practicable after the end of each Fiscal Year by a qualified independent certified public accountant.  Such audit shall be conducted in accordance with generally accepted auditing standards as applied to governmental entities and shall include a statement by such auditors that no default on the part of the Agency of any covenant or obligation hereunder has been disclosed by reason of such audit, or, alternatively, specifying in reasonable detail the nature of such default or failure to comply.  Included as part of such audit shall be a calculation for such Fiscal Year of Pledged Tax Increment Revenues divided by Debt Service Requirement on outstanding Bonds and Parity Obligations.  Such audit may be performed in conjunction with the audit of other Agency or City funds.

A copy of the audit and the statement of the auditors shall be available for inspection at the offices of the Agency and mailed to any Bondholder requesting the same, upon payment by such Bondholder of the cost of reproduction and mailing.

Annual Budget.

  On or before the first day of each Fiscal Year, the Agency shall adopt a final Annual Budget for the Redevelopment Area for such Fiscal Year and shall supply a copy of such budget promptly upon the approval thereof to any Bond Insurer or Credit Facility Provider, any Rating Agency rating Outstanding Bonds or Parity Obligations, and any Bondholders who have filed a request with the Executive Director for the same, subject to payment by such Bondholder of the cost of reproduction and mailing.

If for any reason the Agency shall not have adopted an annual budget on or before the first day of any Fiscal Year, the annual budget for the preceding Fiscal Year shall, until the adoption of the new annual budget, be deemed in force for the ensuing Fiscal Year.  The Agency may at any time adopt an amended or supplemental annual budget for the remainder of the current Fiscal Year.  Copies of any such amended of supplemental annual budget shall be provided to any Bond Insurer or Credit Provider and to any Bondholders who have filed a request with the Executive Director for copies of the annual budget, subject to the payment by such Bondholder of the cost of reproduction and mailing.

No Loss of Lien on Pledged Revenues.

  The Agency shall not do, or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues, or any part thereof, or the priority thereof might or could be lost or materially impaired.

Enforcement of Pledged Revenues.

  The Agency shall diligently enforce its right to receive and dispose of the Pledged Revenues.  The Agency shall not take any action which might impair or adversely affect the Pledged Revenues, or impair or adversely affect in any manner the pledge thereof and the lien thereon securing the Bonds.  The Agency shall, so long as any Bonds are outstanding, take all lawful action necessary or appropriate to continue the Agency’s right to receive the Pledged Tax Increment Revenues in the same amounts and at the same rates as provided by law to pay the principal of and interest and premium, if any, on the Bonds and any Parity Obligations and to make other payments provided for herein.  This section shall not be construed to prevent action by the Agency which will or might have the effect of reducing the amount of Pledged Tax Increment Revenues so long as the funds collected by the Agency in each Fiscal Year thereafter and available for such purpose will be sufficient to pay the Debt Service Requirement with respect to the Bonds, corresponding amounts with respect to Parity Obligations, and to make all other payments provided for herein. 

Tax Covenants.

  It is the intention of the Agency and all parties under its control that the interest on the Bonds issued hereunder that are not Taxable Bonds, Direct Subsidy Obligations or Tax Credit Obligations be and remain excluded from gross income for federal income tax purposes and to this end the Agency hereby represents to and covenants with each of the holders of the Bonds issued hereunder that are not Taxable Bonds, Direct Subsidy Obligations or Tax Credit Obligations that it will comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on such Bonds from gross income for federal income tax purposes.  Specifically, without intending to limit in any way the generality of the foregoing, the Agency covenants and agrees:

to make or cause to be made all necessary determinations and calculations of the Rebate Amount (as hereinafter defined) and required payments of the Rebate Amount;

to set aside sufficient moneys in the Rebate Account or elsewhere, from the Pledged Revenues or other legally available funds of the Agency, to timely pay the Rebate Amount to the United States of America;

to pay the Rebate Amount to the United States of America from the Pledged Revenues or from any other legally available funds, at the times and to the extent required pursuant to Section 148(f) of the Code;

to maintain and retain all records pertaining to the Rebate Amount with respect to the Bonds that are not Taxable Bonds issued hereunder and required payments of the Rebate Amount with respect to the Bonds that are not Taxable Bonds for at least six years after the final maturity of the Bonds that are not Taxable Bonds or such other period as shall be necessary to comply with the Code;

to refrain from taking any action that would cause any Bonds or any Series or portion thereof issued hereunder, other than Taxable Bonds and bonds issued with the intent that they shall constitute “private activity bonds” under Section 141(a) of the Code, to be classified as “private activity bonds” under Section 141(a) of the Code; and

to refrain from taking any action that would cause the Bonds that are not Taxable Bonds issued hereunder to become arbitrage bonds under Section 148 of the Code.

The Agency further covenants and agrees, except as permitted in the immediately following sentence, to comply with all provisions of the Code necessary to maintain the qualification of any Bonds issued hereunder as Direct Subsidy Obligations or Tax Credit Obligations as such.  The preceding sentence notwithstanding, the Agency may cease to take actions necessary to maintain the qualification of any Bonds issued hereunder as Direct Subsidy Obligations as such and may take action which may cause Bonds issued hereunder as Direct Subsidy Obligations to cease to qualify as Direct Subsidy Obligations if there is delivered to the Executive Director of the Agency prior to such cessation or action, a statement or report of an independent certified public accountant, demonstrating compliance with the debt service coverage test provided in Section 10.02(1)(b) hereof for the issuance of Additional Bonds or Parity Obligations, calculated with respect to the Bonds and Parity Obligations then Outstanding and without deduction from Maximum Annual Debt Service of subsidy, rebate or tax credit payments with respect to such Bonds.

The Agency understands that the foregoing covenants impose continuing obligations of the Agency that will exist as long as the requirements of the Code are applicable to the Bonds.

Notwithstanding any other provision of this Resolution, including, in particular Section 13.01 hereof, the obligation of the Agency to pay the Rebate Amount to the United States of America and to comply with the other requirements of this Section 9.06 shall survive the defeasance or payment in full of the Bonds that are not Taxable Bonds.

Rebate Account.

  The Agency covenants and agrees that it shall maintain and retain all records pertaining to and shall be responsible for making or having made all determinations and calculations of the Rebate Amount for each Series of Bonds issued hereunder that are not Taxable Bonds and shall deposit to the credit of the Rebate Account from investment earnings, Pledged Revenues or other legally available funds of the Agency such amounts, all at such times and in such manner as shall be required to comply with its covenants in Section 9.06.  The Agency shall use such moneys deposited in the Rebate Account only for the payment of the Rebate Amount to the United States as required by Section 9.06 hereof.  In complying with the foregoing, the Agency may rely upon any instructions or opinions from Bond Counsel.

If any amount shall remain in the Rebate Account after payment in full of all Bonds issued hereunder that are not Taxable Bonds and after payment in full of the Rebate Amount to the United States in accordance with the terms hereof, such amounts shall be available to the Agency for any lawful purpose.

The Rebate Account shall be held separate and apart from all other funds and accounts of the Agency shall not be impressed with a lien in favor of the Bondholders and the moneys therein shall be available for use only as herein provided.

Notwithstanding any other provision of this Resolution, including in particular Section 13.01 hereof, the obligation to pay over the Rebate Amount to the United States and to comply with all other requirements of Section 9.06 and this Section 9.07 shall survive the defeasance or payment in full of the Bonds.

Deposit of Amounts Received Pursuant to Interlocal Agreement

.  Pursuant to the Interlocal Agreement, the Agency has covenanted that any moneys received by the Agency from the City pursuant to the Interlocal Agreement shall promptly upon receipt be deposited into the Debt Service Account and shall be used to pay debt service on the Series 2009 Bonds.


ISSUANCE OF ADDITIONAL BONDS AND PARITY OBLIGATIONS

Issuance of Other Obligations.

  The Agency will not issue any obligations payable from the Pledged Revenues or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon the Pledged Revenues, except under the terms and conditions and in the manner provided below.

Issuance of Additional Bonds and Parity Obligations.

  Except as otherwise provided in this section, no Additional Bonds may be issued under this Resolution and no Parity Obligations or Subordinate Obligations may be issued or incurred unless the Agency shall have first complied with the requirements of this Section.  Additional Bonds, Parity Obligations and Subordinate Obligations may be issued from time to time hereunder for the purpose of financing Projects, for the purpose of refunding or refinancing Bonds, previously issued hereunder and for the purpose of repaying, refunding or refinancing other obligations, including Parity Obligations and Subordinate Obligations, to pay the cost of or debt service on obligations of the Agency or the City incurred to finance Projects, including in each case, costs and expenses incidental thereto.

Additional Bonds and Parity Obligations and Subordinate Obligations may be issued or incurred upon compliance with the following requirements:

The Agency must be current in all deposits into the various funds, accounts and subaccounts and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and must have complied with the covenants and provisions of this Resolution and any supplemental resolution hereafter adopted for the issuance of Additional Bonds, Parity Obligations or Subordinate Obligations unless upon the issuance or incurrence of such Additional Bonds or Parity Obligations or Subordinate Obligations, the Agency will be in compliance with all such covenants and provisions.

A statement or report of the Agency’s financial advisor or an independent certified public accountant filed with the Executive Director reciting the opinion that, based on necessary information, that amount of Modified Pledged Tax Increment Revenues, together with net investment earnings on the funds and accounts hereunder and available for the payment of debt service thereon, for the immediately preceding Fiscal Year, equaled at least one hundred fifty percent (150%) of the Maximum Annual Debt Service (including in such calculation the Bonds and Parity Obligations and Subordinate Obligations then Outstanding and the Additional Bonds and Parity Obligations or Subordinate Obligations proposed to be issued).

In addition to the foregoing, the Agency may issue at any time and from time to time Additional Bonds or Parity Obligations or Subordinate Obligations for the purpose of refunding any Series of Bonds or Parity Obligations or Subordinate Obligations, or any maturity or any portion of a maturity thereof within a Series, without the necessity of complying with the requirements contained in paragraph (1) above, provided that prior to the issuance of such Bonds or Parity Obligations or Subordinate Obligations there shall be filed with the Executive Director a certificate or report of an independent certified public accountant or a nationally recognized financial verification firm to the effect that (i) the net proceeds from such Additional Bonds or Parity Obligations or Subordinate Obligations will be sufficient to cause the lien created by this Resolution with respect to the Bonds to be refunded to be defeased pursuant to Section 12.02 below or, as applicable, the lien of the Parity Obligations or Subordinate Obligations to be refunded to be defeased in accordance with the terms of the instruments under which such Parity Obligations or Subordinate Obligations were issued  and (ii) the Debt Service Requirement with respect to the Additional Bonds and Parity Obligations and Subordinate Obligations in each Bond Year following the issuance thereof for refunding purposes through the Bond Year in which the latest maturing Bonds, Parity Obligations or Subordinate Obligations then outstanding mature, shall be equal to or less than the Debt Service Requirement for each such Bond Year with respect to the Bonds and Parity Obligations and Subordinate Obligations which would have been Outstanding in each such Bond Year had the same not been refunded pursuant to this section.

Bonds issued pursuant to the terms and conditions of this Article shall be deemed on a parity with all Bonds then Outstanding, and all of the covenants and other provisions of this Resolution shall be for the equal benefit, protection and security of the holders of any Bonds originally authorized and issued pursuant to this Resolution and the holders of any Bonds evidencing additional obligations subsequently created within the limitations of and in compliance with this Article.


EVENTS OF DEFAULT; REMEDIES

Events of Default.

  Each of the following events is hereby declared an “event of default,” that is to say if:

payment of principal of any Bond shall not be made when the same shall become due and payable, either at maturity (whether by acceleration or otherwise) or on required payment dates by proceedings for redemption or otherwise; or

payment of any installment of interest shall not be made when the same shall become due and payable; or

the Agency shall for any reason be rendered incapable of fulfilling its obligations hereunder to the extent that the payment of or security for the Bonds would be materially adversely affected, and such conditions shall continue unremedied for a period of thirty (30) days after the Agency becomes aware of such conditions; or

an order or decree shall be entered, with the consent or acquiescence of the Agency, appointing a receiver or receivers of the Agency or the Redevelopment Trust Fund, or any part thereof or the filing of a petition by the Agency for relief under federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or discharged within ninety (90) days after the filing thereof; or

any proceedings shall be instituted, with the consent or acquiescence of the Agency, for the purpose of effecting a composition between the Agency and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Tax Increment Revenues; or

the entry of a final judgment or judgments for the payment of money against the Agency which subjects any of the funds pledged hereunder to a lien for the payment thereof in contravention of the provisions of this Resolution for which there does not exist adequate insurance, reserves or appropriate bonds for the timely payment thereof, and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or

the Agency shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Agency to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Agency by the registered owners of not less than ten percent (10%) of the Bond Obligation.

Notwithstanding the foregoing, with respect to the events described in clauses (c) and (g), the Agency shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Agency in good faith institutes appropriate curative action and diligently pursues such action until the default has been corrected.

Enforcement of Remedies.

  Upon the happening and continuance of any event of default specified in Section 11.01 of this Article, then and in every such case the owners of not less than twenty-five percent (25%) of the Bond Obligation may appoint any state bank, national bank, trust company or national banking association qualified to transact business in Florida to serve as trustee for the benefit of the holders of all Bonds then outstanding (the “Trustee”).  Notice of such appointment, together with evidence of the requisite signatures of the holders of twenty-five percent (25%) of the Bond Obligation and the trust instrument under which the Trustee shall have agreed to serve shall be filed with the Agency and the Trustee and notice of such appointment shall be published in THE BOND BUYER or CREDIT MARKETS or a financial journal of general circulation in the City of New York, New York and mailed to the registered holders of the Bonds; provided, however, that if all Bonds then Outstanding are in registered form, no newspaper publication shall be required.  After the appointment of a Trustee hereunder, no further Trustees may be appointed; however, the holders of a majority of the Bond Obligation may remove the Trustee initially appointed and appoint a successor and subsequent successors at any time.  If the default for which the Trustee was appointed is cured or waived pursuant to this Article, the appointment of the Trustee shall terminate with respect to such default.

After a Trustee has been appointed pursuant to the foregoing, the Trustee may proceed, and upon the written request of owners of twenty-five percent (25%) of the Bond Obligation shall proceed to protect and enforce the rights of the Bondholders under the laws of the State of Florida, including the Act, and under this Resolution, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights.

In the enforcement of any remedy against the Agency under this Resolution the Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Agency for principal, interest or otherwise under any provisions of this Resolution or of such Bonds and unpaid, with interest on overdue payments of principal and, to the extent permitted by law, on interest  at the rate or rates of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the Agency, but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Debt Service Account, and the Reserve Account) in any manner provided by law, the moneys adjudged or decreed to be payable.

Effect of Discontinuing Proceedings.

  In case any proceeding taken by the Trustee or any Bondholder on account of any default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or such Bondholder, then and in every such case the Agency, the Trustee and Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

Directions to Trustee as to Remedial Proceedings.

  Anything in this Resolution to the contrary notwithstanding, the holders of a majority of the Bond Obligation shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this ordinance, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction.

Pro Rata Application of Funds.

  Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Debt Service Account shall not be sufficient to pay the principal (or Compounded Amounts with respect to the Capital Appreciation Bonds) of or the interest on the Bonds as the same become due and payable such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:

Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied (1) to the payment of all installments of interest then due, in the order of the maturity of the installments of such interest, to the persons entitled thereto, ratably, without any discrimination or preference, and (2) to the payment of all installments principal then due, by maturity, or upon mandatory redemption, in order of their due dates, to the persons entitled thereto, ratably, without discrimination or preference.

If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest (or Compounded Amounts with respect to Capital Appreciation Bonds) then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest (or Compounded Amounts with respect to Capital Appreciation Bonds), to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds.

Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the setting aside of such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the Agency, to any Bondholder or to any other person for any delay in applying any such moneys, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this ordinance as may be applicable at the time of applicable by the Trustee.  Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an interest payment date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue and the Compounded Amount of Capital Appreciation Bonds shall cease to accrete.  The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to the owner of any Bond unless such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Restrictions on Actions by Individual Bondholders.

  No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder unless such Bondholder previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than twenty-five percent (25%) of the Bond Obligation shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceeding in its or their name, and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, including the reasonable fees of its attorneys (including fees on appeal), and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder.  It is understood and intended that no one or more owners of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners by law are restricted by this Resolution to the rights and remedies herein provided.

Nothing contained herein, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this Resolution.

Appointment of a Receiver.

  Upon the happening and continuance of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Resolution, the Trustee shall be entitled, as a matter of right, without regard to the solvency of the Agency, to the appointment of a receiver or receivers of the Redevelopment Trust Fund, pending such proceedings, with such powers as the court making such appointments shall confer, whether or not the Pledged Revenues and other funds pledged hereunder shall be deemed sufficient ultimately to satisfy the Bonds outstanding hereunder.

Bond Insurer and Credit Facility Providers are Parties In Interest.

  Subject to the provisions of any supplemental resolution limiting the rights of a particular Bond Insurer or Credit  Facility Provider, a Bond Insurer or Credit Facility Provider shall be included as a party in interest under this Article XI and as a party entitled to (i) notify the Paying Agent of the occurrence of an event of default hereunder, (ii) request the Paying Agent or a Trustee appointed pursuant to Section 11.02 hereof to intervene in judicial proceedings that affect the Bonds insured by such Bond Insurer or enhanced by such Credit Facility Provider or the security therefor, and (iii) to direct and control the enforcement of all rights and remedies with respect to Bonds insured or for which a Credit Facility is provided.  The Paying Agent and any Trustee appointed pursuant to Section 11.02 hereof shall accept notice of a default from the Bond Insurer or Credit Facility Provider with respect to any Bonds insured by such Bond Insurer or enhanced by such Credit Facility Provider.


MODIFICATION OR AMENDMENTS

Modification or Amendment.

  This Resolution may be modified and amended and all appropriate blanks appearing herein may be completed by the Agency from time to time prior to the issuance of the first Series of Bonds hereunder.  Thereafter, no modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority of the Bond Obligation, but no modification or amendment shall permit a change (a) in the maturity of any of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, (c) that would affect the unconditional promise of the Agency to collect and hold the Pledged Revenues as herein provided, or provide for the receipt and disbursement of such revenues as herein provided, or (d) that would reduce such percentage of holders of the Bond Obligation, required above, for such modifications or amendments, without the consent of all of the Bondholders.  For the purpose of Bondholders’ voting rights or consents, the Bonds owned by or held for the account of the Agency, directly or indirectly, shall not be counted.  Notwithstanding the foregoing, and so long as the same shall not result in the interest on Bonds other than Taxable Bonds outstanding hereunder be included in gross income of the holders thereof for federal income tax purposes, the Agency may, from time to time and at any time without the consent of the Bondholders, enter into such supplemental resolutions (which supplemental resolutions shall thereafter form a part hereof):

To cure any ambiguity, inconsistency or formal defect or omission in this Resolution or in any supplemental resolution, or

To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders, or

To provide for the sale, authentication and delivery of Additional Bonds and the disposition of the proceeds from the sale thereof, in the manner and to the extent authorized by Article X above, or

To modify, amend or supplement this Resolution or any resolution supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America, and, if the Agency so determines, to add to this Resolution or any resolution supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute, or

To provide for the issuance of coupon Bonds or certificated or uncertificated registered public obligations as contemplated in Section 5.02 hereof, or

To authorize and provide for the issuance of Direct Subsidy Obligations or Tax Credit Obligations, including, without limitation, supplementing or adding to the covenants provided herein for the benefit of the owners thereof or of associated tax credits, or

To provide for changes suggested by a nationally recognized securities rating agency as necessary to secure or maintain the rating on the Bonds, or

To subject to the terms of this Resolution any additional funds, securities or properties, or

To make any other change or modification of the terms hereof which, in the reasonable judgment of the Agency is not prejudicial to the rights or interests of the holders of the Bonds hereunder.

Notice of any amendments or modifications of this Resolution shall be given by the Agency to the Rating Agencies then rating any Bonds Outstanding hereunder at the request of the Agency.

Amendment with Consent of Bond Insurer and/or Credit Facility Provider.

If all of the Bonds Outstanding hereunder are insured or secured as to payment of principal and interest by a Bond Insurer or Bond Insurers and/or by a Credit Facility provided by a Credit Facility Provider, and the Bond Insurer or Bond Insurers and/or the Credit Facility Provider, as applicable, are not in default, the Agency may adopt a resolution amending or supplementing the provisions hereof with the written consent of said Bond Insurer or Bond Insurers and/or said Credit Facility Provider or Credit Facility Providers, as applicable, and the acknowledgment by said Bond Insurer or Bond Insurers and/or said Credit Facility Provider or Credit Facility Providers that its bond insurance policy or its Credit Facility, as the case may be, will remain in full force and effect.  The consent of the Holders of any Bonds shall not be necessary.  The foregoing right of amendment, however, does not apply to any amendment to any of the matters set forth in (a) through (d) of Section 12.01 hereof.


DEFEASANCE

Defeasance and Release of Resolution.

  If, at any time after the date of issuance of the Bonds, (a) all Bonds secured hereby, or any Series thereof, or maturity or portion of a maturity within a Series, shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the Agency gives the Paying Agents irrevocable instructions directing the payment of the principal of, premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the Agency, or any combination thereof, (b) the whole amount of the principal, premium, if any, and the interest so due and payable upon all of such Bonds then outstanding, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by the Paying Agents, an escrow agent or any Authorized Depository, in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, as verified by a report of a nationally recognized independent certified public accountant or nationally recognized firm of independent certified public accountants or nationally recognized financial verification firm, when invested in Refunding Securities maturing not later than the maturity or redemption dates of such principal, premium, if any, and interest will, together with the income realized on such investments, be sufficient to pay all such principal, premium, if any, and interest on said Bonds at the maturity thereof or the date upon which such Bonds are to be called for redemption prior to maturity, and (c) provisions shall also be made for paying all other sums payable hereunder by the Agency, then and in that case the right, title and interest of such Bondholders hereunder and the pledge of and lien on the Pledged Revenues, and all other pledges and liens created hereby or pursuant hereto, with respect to such Bondholders shall thereupon cease, determine and become void, and if such conditions have been satisfied with respect to all Bonds issued hereunder and then outstanding, all balances remaining in any other funds or accounts created by this Resolution other than moneys held for redemption or payment of Bonds and to pay all other sums payable by the Agency hereunder shall be distributed to the Agency for any lawful purpose; otherwise this Resolution shall be, continue and remain in full force and effect.

For purposes of determining the amount of interest due and payable with respect to Bonds issued as Variable Rate Debt pursuant to (b) above, the interest on such Bonds shall be calculated at the maximum rate permitted by the terms thereof; provided, however, that if on any date, as a result of such Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Refunding Securities on deposit with the Paying Agents for the payment of interest on such Bonds is in excess of the total amount which would have been required to be deposited with the Paying Agents on such date in respect of such Bonds in order to satisfy the above provisions, the Paying Agents shall pay the amount of such excess to the Agency for use in such manner as required or permitted pursuant to an opinion of Bond Counsel in order not to cause interest on the Bonds (other than Taxable Bonds) or any bonds issued to refund the Bonds to cease to be excludable from gross income for federal income tax purposes.

For purposes of determining the amount of principal, premium, if any, and interest due and payable pursuant to (b) above with respect to Bonds subject to mandatory purchase or redemption by the Agency at the option of the registered owner thereof (“Put Bonds”), as long as a liquidity credit facility remains in place such amount shall be the maximum amount of principal of and premium, if any, and interest on such Put Bonds which could become payable to the registered owners of such Bonds upon the exercise of any such demand options provided to the registered owners of such Put Bonds.  If any portion of the moneys deposited with the Paying Agents for the payment of the principal of and premium, if any, and interest on Put Bonds is not required for such purpose the Paying Agents shall pay the amount of such excess to the Agency for use in such manner as required or permitted pursuant to an opinion of Bond Counsel in order not to cause interest on the Bonds (other than Taxable Bonds) or any bonds issued to refund the Bonds to cease to be excluded from gross income for federal income tax purposes.

If a portion of a maturity of a series of Bonds subject to mandatory sinking fund redemption from Amortization Installments shall be defeased as provided above, the principal amount of the Bonds so defeased shall be allocated to the Amortization Installments designated by the Agency, or if no such designation is made, such principal amount shall be allocated to Amortization Installments in inverse order of maturity.


SERIES 2009 BONDS

Award of Series 2009 Bonds; Delegation Parameters; Approval of Form of Bond Purchase Contract.

The Chairman or Executive Director is hereby authorized to award the sale of the Series 2009 Bonds to the Underwriters in an aggregate principal amount (not to exceed $16,000,000) necessary to finance the Series 2009 Redevelopment Project, to retire the Prior Note, to fund the Reserve Requirement for the Series 2009 Bonds and to pay the costs and expenses associated therewith, provided that:

the all-in true interest cost rate (including costs of issuance and underwriting spread and, with respect to any portion of the Series 2009 Bonds issued as Direct Subsidy Obligations, interest shall be calculated net of any anticipated subsidy, rebate or tax credit payments expected to be received by the Agency with respect thereto) (the “TIC”) on the Series 2009 Bonds does not exceed 7.50%;
the final stated maturity date of the Series 2009 Bonds is not later than May 1, 2036;
the aggregate purchase price of the Series 2009 Bonds is not less than 99.0% of (a) the original offering price to the public of all Series 2009 Bonds issued as Capital Appreciation Debt, if any, and (b) the par amount of all current interest paying bonds, if any, reduced by any original issue discount, and increased by any original issue premium, reflected in the original offering price to the public of such current interest paying bonds, plus accrued interest thereon to the date of delivery;
the first optional redemption date for the Series 2009 Bonds shall be no less than ten (10) years from the date of issuance of the Series 2009 Bonds; and
the terms of such Series 2009 Bonds otherwise comply with the requirements of this Resolution.

Subject to the delegation criteria provided above, all or a portion of the Series 2009 Bonds may be issued as Direct Subsidy Obligations.

The Bond Purchase Contract attached hereto as Exhibit “A” is hereby approved, subject to such changes, insertions and omissions and filling of blanks therein as may be made in such form of the Bond Purchase Contract and approved by the Chairman or Executive Director, in a manner consistent with the provisions of this Resolution, execution and delivery to be conclusive evidence of such approval.  The Chairman is hereby authorized to execute and deliver the Bond Purchase Contract on behalf of the Agency, subject to the satisfaction of the conditions to the issuance and sale of the Series 2009 Bonds as provided in this Section 14.01, the ratification of which will be evidenced by a written document of the Financial Advisor.

Terms of Series 2009 Bonds.

The Series 2009 Bonds shall each be issued in one or more series in the aggregate principal amount not to exceed $16,000,000, as shall be determined by the Chairman pursuant to the terms hereof, shall be dated as of the date of delivery of such Bonds, shall bear interest from such date, payable (except with respect to Capital Appreciation Debt) semiannually on the first day of May and the first day of November, or on the first business day following an interest payment date if such interest payment date is not a business day, commencing on May 1, 2010 (or such later date as the Chairman may approve), at the rates (which may include zero percent interest rates) and shall mature on the first day of November, as indicated in the maturity schedule set forth in the final Official Statement, but not later than November 1, 2033, as such rates and maturity schedule may be approved by the Chairman, provided that the TIC shall not exceed the rate set forth in Section 14.01(a)(i) above and the remaining delegation parameters set forth in Section 14.01 are satisfied.  The Series 2009 Bonds may be issued as current interest bearing bonds or as Capital Appreciation Debt, or a combination thereof.  The Series 2009 Bonds shall be issued as fully registered bonds in the denomination of $5,000 ($5,000 value at maturity with respect to Series 2009 Bonds issued as Capital Appreciation Debt) each or any integral multiple thereof.

The Series 2009 Bonds shall be numbered consecutively from one upward preceded by the letter “R” prefixed to the number.  The Agency shall appoint such registrars, transfer agents, depositaries or other agents as may be necessary to cause the registration, registration of transfer and reissuance of the Series 2009 Bonds within a commercially reasonable time according to the then current industry standards.  The transfer of registration of the Series 2009 Bonds may be made in the manner and upon the terms and conditions provided in the form of the Bonds set forth above.  The Registered Owners of the Series 2009 Bonds shall be deemed and regarded as the absolute owners thereof for all purposes.  Principal of and premium, if any, on the Series 2009 Bonds (and the Compounded Amounts of Series 2009 Bonds issued as Capital Appreciation Bonds) shall be payable upon presentation and surrender at the designated corporate trust office of the Paying Agent.  Interest on the Series 2009 Bonds (other than Series 2009 Bonds issued as Capital Appreciation Bonds) shall be paid by check or draft drawn upon the Paying Agent and mailed to the Registered Owners of the Series 2009 Bonds at the addresses as they appear on the registration books maintained by the Registrar at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date or on the first business day following an interest payment date if such interest payment date is not a business day (the “Record Date”), irrespective of any transfer or exchange of such Series 2009 Bonds subsequent to such Record Date and prior to such interest payment date, unless the Agency shall be in default in payment of interest due on such interest payment date.  In the event of any such default, such defaulted interest shall be payable to the persons in whose names such Series 2009 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Agency to the registered owners of Series 2009 Bonds not less than fifteen (15) days preceding such special record date.  Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing.  Notwithstanding the foregoing, the form of the Series 2009 Bonds may provide for the payment of interest thereon to Registered Owners of a specified minimum aggregate principal amount of Series 2009 Bonds by wire transfer.  The Series 2009 Bonds shall be initially issued in the form of a single fully registered Series 2009 Bond for each maturity.  Upon initial issuance, the ownership of such Series 2009 Bonds shall be registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee for The Depository Trust Company.  As long as any such Bonds are outstanding in book‑entry form, the provisions of the Resolution inconsistent with such system of book‑entry registration shall not be applicable to such Bonds, and the Agency covenants to cause adequate records to be kept with respect to the ownership of any Series of Bonds issued in book‑entry form or the beneficial ownership of bonds issued in the name of a nominee.

The Series 2009 Bonds shall be subject to such optional and mandatory redemption provisions as shall be subsequently provided in the Official Statement approved by the Chairman pursuant to the authority and guidelines described herein.  Notice of any such redemption shall be given in the manner and with the effect provided in Sections 5.05 and 5.06 hereof.  An amount each Bond Year equal to the principal amount of the Series 2009 Bonds required to be redeemed in such Bond Year prior to and including the maturity thereof pursuant to mandatory sinking fund redemptions as subsequently reflected in the Official Statement approved by the Chairman pursuant to the authority and guidelines described herein are hereby designated as the “Amortization Installments” as that term is used and defined herein.  The Agency may satisfy its obligations to make Amortization Installments with respect to the Series 2009 Bonds, on or before the 45th day next preceding each principal payment date on which Series 2009 Term Bonds are to be retired pursuant to Amortization Installments by delivering to the Registrar for cancellation, Series 2009 Term Bonds of the series and maturity required to be redeemed on such principal payment date in any aggregate principal amount desired.  Upon such delivery, the Agency will receive a credit against the amounts required to be deposited in the Debt Service Account on account of such Series 2009 Term Bonds in an amount equal to 100% of the principal amount (or Compounded Amounts with respect to Series 2009 Bonds issued as Capital Appreciation Bonds) of any of the Series 2009 Term Bonds so purchased and cancelled.

Approval of Form of Continuing Disclosure Commitment.

Subject to the provisions set forth in Exhibit “B”, the Agency agrees to execute a Continuing Disclosure Commitment with Digital Assurance Certification, L.L.C. as the dissemination agent consistent with the covenants set forth in Exhibit “B.”  The form of the Continuing Disclosure Commitment attached hereto as Exhibit “B” is hereby approved, subject to such changes, insertions and omissions and filling of blanks therein as may be approved and made in such form of the Continuing Disclosure Commitment by the officers of the Agency executing the same, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval.  The Chairman is hereby authorized to execute the Continuing Disclosure Commitment on behalf of the Agency in compliance with the requirements of the Rule.

Application of Proceeds.

Proceeds from the sale of the Series 2009 Bonds shall be disposed of as follows:

An amount equal to the premium with respect to any municipal bond insurance policy, if any, securing the Series 2009 Bonds shall be used to pay such premium.  An amount equal to the costs of issuance of the Series 2009 Bonds shall be set aside by the Agency and used to pay the costs of issuance of the Series 2009 Bonds.

An amount sufficient with other legally available funds shall be paid to the City to retire on the date of delivery of the Series 2009 Bonds the Prior Note.

An amount which may be a Reserve Product, together with other funds of the Agency provided for such purpose, is equal to the Composite Reserve Requirement shall be deposited in the Composite Reserve Subaccount in the Reserve Account.

All remaining amounts shall be transferred to the City to be deposited to the credit of the Construction Account and shall be applied to the payment of Costs of the 2009 Redevelopment Project.

Notwithstanding the provisions of Section 14.04 above, the Chairman or Executive Director is hereby authorized to supplement, amend, redirect or modify the application of proceeds of the Series 2009 Bonds provided in Section this 14.04 above, as evidenced by a Certificate of the Chairman executed in connection with the issuance of the Series 2009 Bonds, in a manner consistent with the general municipal purposes described in this Resolution.

Approval of Preliminary Official Statement.

  The form and content of the draft Preliminary Official Statement attached hereto as Exhibit “C” is hereby approved.  The Chairman and Execution Director are hereby authorized to make and approve such changes, modifications and revisions to the draft Preliminary Official Statement as they or either of them may deem necessary or desirable.  The use of the Preliminary Official Statement, as so modified, in the marketing of the Series 2009 Bonds is hereby approved.  The Chairman and Executive Director are each hereby authorized to approve and execute, on behalf of the Agency, the final Official Statement relating to the Series 2009 Bonds with such changes from the Preliminary Official Statement as any such officer, in his or her sole discretion, may approve, such execution to be conclusive evidence of such approval.

To enable the Underwriters to comply with the Rule in connection with the offering and sale of the Agency’s Series 2009 Bonds, the Chairman and Executive Director, or either of them, are hereby authorized to execute a certificate to the effect that the Preliminary Official Statement, with such changes as may be approved by the officer executing the certificate, is, except for Permitted Omissions, “final” as of its date, and that the information therein is accurate and complete except for the Permitted Omissions.

As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), selling compensation, ratings, and such other terms of the Series 2009 Bonds and any underlying obligations depending on such matters, all with respect to the Series 2009 Bonds and any underlying obligations.

Designation of Reserve Requirement for Series 2009 Bonds.

  The Series 2009 Bonds are hereby designated in accordance with Section 7.06 hereof to be secured by the Composite Reserve Subaccount in the Reserve Account.  Upon the issuance of the Series 2009 Bonds, proceeds thereof, together with other available funds of the Agency in an amount equal to the Composite Reserve Requirement shall be deposited to the credit of the Composite Reserve Subaccount.

Authorizations Concerning Series 2009 Bonds

.

The Chairman or Executive Director is hereby authorized to award the sale of the Series 2009 Bonds upon receipt of a Bond Purchase Contract in accordance with the terms of this Resolution.

The Chairman and the Executive Director or their duly authorized alternative officers are hereby authorized and directed on behalf of the Agency to execute the Series 2009 Bonds (including any temporary bond or bonds) as provided in this Resolution and any of such officers is hereby authorized and directed upon the execution of the Series 2009 Bonds in the manner and in substantially the form set forth herein to deliver the Series 2009 Bonds in the amounts authorized to be issued hereunder, to the Registrar for authentication and delivery to or upon the order of the Underwriters to whom the Series 2009 Bonds are sold pursuant to the terms hereof, upon payment of said purchase price and upon compliance by such Underwriters with the terms of this Resolution and the Bond Purchase Contract.

The Chairman and the Executive Director of the Agency are hereby authorized to execute and deliver the Continuing Disclosure Commitment with such changes, insertions and omissions and the filling of blanks therein as may be approved and made in such form of Continuing Disclosure Commitment by the officers executing the same, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval.

The Chairman and the Executive Director are hereby authorized to execute and deliver the final Official Statement with respect to the Series 2009 Bonds approved in accordance with Section 14.06 hereof.

The Chairman and the Executive Director of the Agency, and such other officers and employees of the Agency and the City as may be designated by the Chairman, are each designated as agents of the Agency in connection with the issuance and delivery of the Series 2009 Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the Agency that are necessary or desirable in connection with the execution and delivery of the Series 2009 Bonds and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Series 2009 Bonds heretofore taken by the Agency.  Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2009 Bonds. 

The Chairman or Executive Director is authorized: (i) to solicit bids, negotiate and arrange for municipal bond insurance and/or a Reserve Product to secure the Series 2009 Bonds; (ii) to negotiate and execute insurance agreements for the benefit of the issuer of any such bond insurance policy and/or a Reserve Product; (iii) to negotiate and secure underlying credit ratings; and (iv) if the Chairman or Executive Director determines that purchasing such municipal bond insurance and/or Reserve Product is in the best interest of the Agency, to pay the premium with respect thereto, and to take all actions and execute such documents as may be required in connection therewith.

Approval of Interlocal Agreement and Authorization of Execution and Delivery Thereof.

The Interlocal Agreement is hereby approved in substantially the form attached hereto as Exhibit “D” and the Chairman and Executive Director are hereby authorized to execute and to deliver on behalf of the Agency such agreement.


MISCELLANEOUS PROVISIONS

Severability.

  If any one or more of the covenants, agreements or provisions of this Resolution should be held invalid or unenforceable by a court of competent jurisdiction, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds issued hereunder.

No Third-Party Beneficiaries.

  Except as herein or by supplemental resolution, otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the owners and holders of the Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution  and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to time of the Bonds issued hereunder.

Controlling Law; Members of Agency Not Liable.

  All covenants, stipulations, obligations and agreements of the Agency contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Agency to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida.  No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Agency in his individual capacity, and neither the members of the Agency nor any official of the Agency or the City executing the Bonds or with other responsibilities hereunder shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Agency or such members thereof.

Repeal of Inconsistent Resolutions.

 All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed.


Effective Date.

This Resolution shall become effective immediately upon its adoption.

This Resolution passed and adopted this 12th day of October, 2009.

COMMUNITY REDEVELOPMENT AGENCY FOR THE US HIGHWAY 441 & 27 AREA

 

 

                                                                                                                                               

Chairman

 

ATTEST:

 

 

                                               

Executive Director

 

 

Approved as to Form and Correctness:

 

 

                                               

Agency Counsel

 


LIST OF EXHIBITS

Exhibit A – Form of Bond Purchase Contract

Exhibit B – Form of Continuing Disclosure Commitment

Exhibit C – Form of Preliminary Official Statement

Exhibit D – Form of Interlocal Agreement

 


EXHIBIT A

FORM OF BOND PURCHASE CONTRACT


EXHIBIT B

FORM OF CONTINUING DISCLOSURE COMMITMENT


EXHIBIT C

FORM OF PRELIMINARY OFFICIAL STATEMENT


EXHIBIT D

FORM OF INTERLOCAL AGREEMENT