Agenda Item 9-a Book 117 • Page -2?7 01-9190 AN ORDINANCE ...

Agenda Item 9-aMeeting of 5/16/01

Book 117 • Page -2?7

ORDINANCE NO. 01-9190

AN ORDINANCE OF THE CITY OF NAPLES, FLORIDA,PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING$10,450,000 PUBLIC SERVICE TAX REVENUE BONDS,SERIES 2001, OF THE CITY TO FINANCE THE COST OF THEACQUISITION OF CERTAIN MUNICIPAL IMPROVEMENTSWITHIN THE CITY AND THE COST OF REFUNDING THECITY'S OUTSTANDING PUBLIC SERVICE TAX REVENUEBONDS, SERIES 1997; PROVIDING FOR THE PAYMENT OFTHE BONDS FROM THE PROCEEDS OF THE PUBLIC SERVICETAX COLLECTED BY THE CITY; PROVIDING FOR THE RIGHTSOF THE HOLDERS OF THE BONDS; MAKING CERTAINCOVENANTS AND AGREEMENTS IN CONNECTIONTHEREWITH; PROVIDING FOR COMPETITIVE BIDDING FORTHE SALE OF THE BONDS; APPROVING THE FORMS OFSUMMARY NOTICE OF SALE, OFFICIAL NOTICE OF SALE ANDOFFICIAL BID FORM; APPROVING THE FORM OFPRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING ITSUSE IN CONNECTION WITH THE PUBLIC SALE OF THEBONDS; AND PROVIDING AN EFFECTIVE DATE.

BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF NAPLES,FLORIDA;

ARTICLE I

AUTHORITY, DEFINITIONS, AND FINDINGS

SECTION 1.01. AUTHORITY FOR THIS ORDINANCE. This Ordinanceis enacted pursuant to the provisions of Chapters 166 and 202, Florida Statutes,Chapter 1598, Laws of Florida, Acts of 1959, as amended, being the Charter of theIssuer, Chapter 2000-260, Laws of Florida, and other applicable provisions of law, andpursuant to Section 3.04(D) of Ordinance No. 1451 of the Issuer enacted on March 5,1969, as amended and supplemented (collectively, the "Original Ordinance").

SECTION 1.02. DEFINITIONS. Unless the context otherwise requires,the terms defined in this section shall have the meanings specified in this section.Words importing singular number shall include the plural number in each case andvice versa, and words importing persons shall include firms and corporations.

"Act" means Chapter 166 and 202, Florida Statutes, Chapter 1598, Lawsof Florida, Acts of 1959, as amended, being the Charter of the Issuer, Chapter 2000-260, Laws of Florida, and other applicable provisions of law.

"Additional Parity Bonds" mean additional obligations issued incompliance with the terms, conditions and limitations contained herein and which shall

Book 117 • Page .2 43 8have an equal lien on the Pledged Revenues as herein defined, and rank equally in allrespects with the 2001 Bonds issued hereunder.

"Amortization Installment" with respect to any Bonds, means an amountso designated which is established for the Term Bonds, provided that (i) each suchinstallment shall be deemed to be due on such interest or principal maturity date ofeach applicable year as is fixed by subsequent Ordinance of the Issuer and shall be amultiple of $5,000, and (ii) the aggregate of such installments shall equal the aggregateprincipal amount of Term Bonds authenticated and delivered on original issuance.

"Authorized Investments" mean any obligations, deposit certificates, orother evidences of indebtedness legal for investment of municipal funds under Chapter166.231, Florida Statutes, to the extent not inconsistent with the teinis of any CreditFacility or with the formal investment policy of the Issuer.

"Bond Counsel" means a firm of attorneys which is nationally recognizedas being experienced in matters relating to the validity of, and the state and federalincome tax treatment of interest on, obligations of states and their political subdivisionsand whose opinions are generally accepted by purchasers of municipal bonds, asselected by the Issuer.

"Bond Registrar" means the officer of the Issuer or such bank or trustcompany, located within or without the State of Florida, who shall maintain theregistration books of the Issuer and who shall be responsible for the transfer andexchange of the 2001 Bonds and who also may be the paying agent for the 2001 Bondsand interest thereon.

"Bond Service Requirement' means, for any Bond Year, as applied to the2001 Bonds, the sum of:

(1) the amount required to pay the interest becoming due on theCurrent Interest Paying Bonds during such Bond Year, and

(2) the aggregate amount required to pay the principal becoming dueon 2001 Bonds for such Bond Year; provided that, for purposes of this definition thestated maturity date of any 2001 Term Bonds shall be disregarded and the AmortizationInstallments applicable to such 2001 Term Bonds in such Bond Year shall be deemedto mature in such Bond Year.

In calculating the Bond Service Requirement for any period, the Issuer shall deductfrom the amounts calculated in subparagraphs (1) and (2) above any accrued orcapitalized interest deposited into the applicable accounts of the Sinking Fund for suchperiod from the proceeds of the sale of such 2001 Bonds or otherwise.

"Bond Year" means the annual period ended on a principal maturity date.

"Bonds" mean the Public Service Tax Revenue Bonds, Series 2001, hereinauthorized to be issued together with any Additional Parity Bonds hereafter issuedunder the terms, conditions and limitations contained herein.

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"Council" means the City Council of the City of Naples, Florida, as thegoverning body of the Issuer.

"Debt Service" means, for any period or at any time, the principal of,premium, if any, and interest on the 2001 Bonds for that period or at that time, whetherdue at maturity or redemption or otherwise.

"Defeasance Obligations" mean:

(1) Federal Securities; and

(2) obligations described in Section 103(a) of the Code, provision forthe payment of the principal of, premium, if any, and interest on which shall have beenmade by the irrevocable deposit with a bank or trust company (which is a member ofthe FDIC and which has a combined capital, surplus and undivided profits of not lessthan $25,000,000) acting as a trustee or escrow agent for holders of such obligations, ofsecurities described in subparagraph (1) above, the maturing principal of and intereston which, when due and payable, will provide sufficient moneys, without reinvestment,to pay when due the principal of, premium, if any, and interest on such obligations, andwhich securities described in subparagraph (1) above are not available to satisfy anyother claim, including any claim of the trustee or escrow agent or of any personclaiming through the trustee or escrow agent or to whom the trustee or escrow agentmay be obligated, including in the event of the insolvency of the trustee or escrow agentor proceedings arising out of such insolvency and which are rated "Aaa" by Moody's and"AAA" by S&P.

"Fiscal Year" means the period commencing on October 1 of each year andending on the succeeding September 30 or such other annual period as may beprescribed by law from time to time for the Issuer.

"Holder of Bonds" or "Bondholders' or any similar term shall mean anyperson who shall be the Registered Owner of any such 2001 Bonds, or his transferee.

"Independent Certified Public Accountants" mean such fimi of certifiedpublic accountants, as shall be retained by the Issuer for the purpose of auditing thebooks and records relating to the Pledged Revenues and performing such otherfunctions as are specified in this Ordinance.

"Interest Payment Date" means, with respect to the 2001 Bonds, thesemiannual dates on which interest is payable on the 2001 Bonds, as determined bythis Ordinance or a subsequent Ordinance of the Council adopted at or prior to the timeof issuance of such 2001 Bonds.

"Issuer" or "City" means the City of Naples, Florida.

"Maximum Bond Service Requirement" means, as of any particular date ofcalculation, the greatest amount of aggregate Bond Service Requirements for the thencurrent or any future Bond Year.

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"Ordinance" means this ordinance together with any ordinance orOrdinance amendatory or supplemental thereto.

"Outstanding Parity Bonds" mean the Issuer's outstanding Public ServiceTax Refunding Revenue Bonds, Series 1989, Public Service Tax Refunding RevenueBonds, Series 1993 and Public Service Tax Revenue Bonds, Series 1998.

"Pledged Revenues" mean (a) the Public Service Tax, and (b) the moneysand investment income therefrom held in the funds and accounts created by theOrdinance.

"Public Service Tax" (formerly known as "Utilities Services Taxes") means(1) the taxes levied and collected on certain utilities services furnished in the City,under the authority of Section 166.231, Florida Statutes (formerly Section 167.431, andpursuant to an ordinance enacted on September 27, 1967, as amended andsupplemented, and (2) the proceeds of any local communications services tax imposedunder the Communications Services Tax Simplification Law, being Chapter 2000-260,Laws of Florida, which constitutes replacement revenue for any portion of the PublicService Tax which is prohibited from being levied by the terms of such Chapter 2000-260. The gross proceeds of such local communications services tax includesreplacement revenues for other taxes not constituting a part of the Public Service Tax.The City finds and determines that, unless and until otherwise provided by law, 63%of such gross proceeds constitutes replacement revenue for Public Service Tax andtherefore such percentage of gross proceeds is encompassed by the pledge under thisOrdinance.

"Rating Agency" means Fitch Investors Service, Inc. ("Fitch"), Moody'sInvestors Service, Inc. ("Moody's"), or Standard and Poor's Corporation ("S&P") or anythereof, and their successors, if any is then maintaining a rating on any Series ofBonds.

"Record Date" means the fifteenth day of the month (whether or not abusiness day) prior to an Interest Payment Date for such 2001 Bonds, or such otherdate as may be specified by subsequent ordinance of the Council.

"Refunded Bonds" mean all of the City's Public Service Tax RevenueBonds, Series 1997, presently outstanding in the aggregate amount of $2,370,000.

"Refunding" means the defeasance and refinancing of the Refunded Bondsthrough the issuance of the 2001 Bonds authorized by this Ordinance and the depositof a portion of the proceeds thereof together with other moneys of the City availabletherefor with the Paying Agent to be applied to pay the principal of, premium, if any,and interest on the Refunded Bonds, all as recommended to the City by its FinancialAdvisor at or prior to the time of sale of the 2001 Bonds.

"Refunding Costs" means, but shall not necessarily be limited to: the costof payment of the principal of, premium, if specified, and interest on the RefundedBonds; expenses for estimates of costs and of revenues; the fees of fiscal agents,financial advisors and consultants; administrative expenses; the establishment ofreasonable reserves for the payment of debt service on the 2001 Bonds; discount upon

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the sale of the 2001 Bonds; the expenses and costs of issuance of the 2001 Bonds; thecost of purchasing any Credit Facility with respect to the 2001 Bonds; such otherexpenses as may be necessary or incidental to the financing authorized by thisOrdinance, to the Refunding, and to the accomplishing thereof, and reimbursement tothe City for any sums expended for the foregoing purposes.

"Registered Owner" or "Holder" means the owner of any 2001 Bond or2001 Bonds as shown on the registration books of the Issuer maintained by the BondRegistrar.

"Reserve Account Requirement" means the amount required to be ondeposit in the Reserve Account, being an amount equal to the Maximum Bond ServiceRequirement.

"Serial Bonds" mean the Bonds which shall be stated to mature in annualinstallments.

"Term Bonds" mean the Bonds which shall be stated to mature on onedate and which shall be subject to mandatory redemption by operation of the BondAmortization Fund.

"2001 Bonds" mean the Public Service Tax Revenue Bonds, Series 2001,issued pursuant to this Ordinance.

"2001 Project" means the acquisition and construction of certainmunicipal improvements in the City, all pursuant to plans and specifications on file, orto be on file, with the City, including such alternative improvements which may besubstituted by subsequent action of the Council.

"2001 Project Costs" means, but shall not necessarily be limited to: thecost of the 2001 Project; the acquisition of any lands or interests therein or any otherproperties deemed necessary or convenient therefor; engineering, accounting, and legalfees and expenses; expenses for plans, specifications and surveys; expenses forestimates of costs and of revenues; the fees of fiscal agents, financial advisors andconsultants; administrative expenses; the capitalization of interest on the 2001 Bondsfor a period of time not to exceed twelve (12) months after the issuance thereof; theestablishment of reasonable reserves for the payment of the Debt Service Requirementfor the 2001 Bonds; discount upon the sale of the 2001 Bonds; the expenses and costsof issuance of the 2001 Bonds; the cost of purchasing any municipal bond insurancewith respect to the 2001 Bonds or the reserve account therefor; such other expenses asmay be necessary or incidental to the financing authorized by this Ordinance, or the2001 Project; and reimbursement to the City for any sums expended for the foregoingpurposes and including in particular any costs, fees or expenses incurred or anydeposit required in connection with any action of eminent domain for purposes ofacquiring all or any portion of the 2001 Project.

"2001 Project Fund" means the fund authorized, created and establishedby the City, pursuant to this Ordinance, for the payment of 2001 Project Costs.

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SECTION 1.03. FINDINGS. It is hereby ascertained, determined anddeclared that:

A. The City finds it necessary and in the best interests of the welfare ofthe inhabitants of the City to undertake the 2001 Project and the Refunding. The Cityis authorized pursuant to the provisions of the Act to undertake the 2001 Project andthe Refunding.

B. The City is without adequate, currently available funds to pay the2001 Project Costs and the Refunding Costs, and it is necessary and desirable and inthe best interests of the City that it borrow the moneys necessary to accomplish thefinancing of the 2001 Project and the Refunding. The City is authorized pursuant to theprovisions of the Act, particularly Section 166.111, Florida Statutes, to borrow moneysnecessary to pay the cost of the 2001 Project and the Refunding.

C. The City currently receives the Pledged Revenues, and the PledgedRevenues are not pledged or encumbered to pay any obligations of the City other thanthe Outstanding Parity Bonds and the Refunded Bonds. The pledge of and lien uponthe Pledged Revenues in favor of the Refunded Bonds will be released and extinguishedby the Refunding authorized hereby.

D. The Original Ordinance provides for the issuance of AdditionalParity Obligations under the temis, limitations and conditions provided therein.

E. The City has complied or will comply with the tei His, limitationsand conditions contained in the Original Ordinance to the extent required therein andwill, therefore, be legally entitled to issue the 2001 Bonds as Additional Parity Bonds.

F. Upon the issuance of the 2001 Bonds, the 2001 Bonds and theOutstanding Parity Bonds shall be on a parity and rank equally, as to lien on andsource and security for payment from, the Pledged Revenues.

G. The Pledged Revenues are estimated to be sufficient to pay, as thesame become due and payable, the Bond Service Requirement on the 2001 Bonds andthe Outstanding Parity Bonds, and to make all other payments required to be made bythe provisions of this Ordinance and the Original Ordinance.

H. The principal of and interest on the 2001 Bonds and theOutstanding Parity Bonds, and all required sinking fund, reserve, if any, and otherpayments, shall be payable solely from the Pledged Revenues. Neither the City, nor theState of Florida or any political subdivision thereof or governmental authority or bodytherein, shall ever be required to levy ad valorem taxes to pay the principal of andinterest on the 2001 Bonds or the Outstanding Parity Bonds, or to make any of therequired sinking fund, reserve, if any, or other payments required by this Ordinance,the 2001 Bonds or the Outstanding Parity Bonds, and neither the 2001 Bonds nor theOutstanding Parity Bonds shall constitute a lien upon the 2001 Project, or upon anyproperties owned by or situated within the City, except as provided herein with respectto the Pledged Revenues.

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I. The 2001 Bonds will not be "private activity bonds", as defined inSection 141 of the Internal Revenue Code of 1986, as amended.

J. Upon the advice of the City's financial advisor, it is deemed in thebest interest of the City that a public sale of the 2001 Bonds be authorized in order toprovide for the financing of the 2001 Project and the Refunding.

SECTION 1.04. ORDINANCE TO CONSTITUTE CONTRACT. Inconsideration of the acceptance of the 2001 Bonds authorized to be issued hereunderby those who shall hold the same from time to time, this Ordinance shall be deemed tobe and shall constitute a contract between the Issuer and such holders. The covenantsand agreements herein set forth to be performed by the Issuer shall be for the equalbenefit, protection and security of the legal holders of any and all of such 2001 Bonds,all of which shall be of equal rank and without preference priority or distinction of anyof the 2001 Bonds over any other thereof, except as expressly provided therein andherein.

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ARTICLE II

AUTHORIZATION OF 2001 BONDS, 2001 PROJECT AND THE REFUNDING;DESCRIPTION, DETAILS AND FORM OF 2001 BONDS

SECTION 2.01. AUTHORIZATION OF 2001 PROJECT ANDREFUNDING. The City Council hereby authorizes the 2001 Project and the Refunding.

SECTION 2.02. AUTHORIZATION OF 2001 BONDS. Subject andpursuant to the provisions of the Original Ordinance and this Ordinance, obligations ofthe Issuer to be known as "Public Service Tax Revenue Bonds, Series 2001" are herebyauthorized to be issued in the aggregate principal amount of not exceeding Ten MillionFour Hundred Fifty Thousand Dollars ($10,450,000).

SECTION 2.03. DESCRIPTION OF 2001 BONDS. The 2001 Bonds shallbe issued in fully registered form without coupons; shall be issued as Serial Bonds andTerm Bonds, or any combination thereof; shall be issued as a single bond or in thedenomination of $5,000 each and integral multiples thereof; shall bear interest at notexceeding the maximum rate authorized by applicable law, payable semi-annuallybeginning on January 1, 2002 and each January 1 and July 1 thereafter until maturity,and shall mature annually on July 1 in each of the years 2004 through 2021, and insuch amounts as are fixed by subsequent Ordinance of the Issuer adopted at or prior tothe sale of the 2001 Bonds; shall be payable with respect to principal upon presentationand surrender at such bank or banks to be determined by the Issuer prior to thedelivery of the 2001 Bonds; shall be payable in lawful money of the United States ofAmerica; and shall bear interest from the date of delivery or such other date asdeteimined by the Issuer by a Ordinance of the Issuer adopted at or prior to the sale ofthe 2001 Bonds, payable by check or draft mailed on or before the Interest PaymentDate to the Registered Owner at his address as it appears on the registration books onthe Record Date; provided that, for any Registered Owner of one million dollars or morein principal amount of 2001 Bonds, such payment shall, at the written request andexpense of such Registered Owner, be by wire transfer to a bank account within thecontinental United States or other medium acceptable to the Issuer and to suchRegistered Owner. If Term Bonds are issued, Amortization Installments therefor shallbe fixed in the subsequent Ordinance referred to above.

SECTION 2.04. EXECUTION OF 2001 BONDS. The 2001 Bonds shallbe executed in the name of the Issuer by the Mayor and attested by the City Clerk andthe seal of the Issuer or a facsimile thereof shall be affixed thereto or reproducedthereon. The 2001 Bonds shall be approved as to form and correctness by the CityAttorney or the City's Bond Counsel. The facsimile signatures of such officers may beimprinted or reproduced on the 2001 Bonds. The Bond Registrar's Certificate ofAuthentication shall appear on the 2001 Bonds. The authorized signature for the BondRegistrar shall be either manual or facsimile; provided, however, that at least one of thesignatures, including the authorized signature for the Bond Registrar, appearing on the2001 Bonds shall at all times be a manual signature. In case any one or more of theofficers who shall have signed or sealed any of the 2001 Bonds shall cease to be suchofficer of the Issuer before the 2001 Bonds so signed and sealed shall have beenactually sold and delivered, such 2001 Bonds may nevertheless be sold and delivered as

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Book 117 • Page 305herein provided and may be issued as if the person who signed or sealed such 2001Bonds had not ceased to hold such office. Any 2001 Bonds may be signed and sealedon behalf of the Issuer by such person as at the actual time of the execution of such2001 Bonds shall hold the proper office, although at the date of such 2001 Bonds suchperson may not have held such office or may not have been so authorized.

SECTION 2.05. NEGOTIABILITY. The 2001 Bonds shall be and have allthe qualities and incidents of negotiable instruments under the laws of the State ofFlorida, and each successive Registered Owner, in accepting any of the 2001 Bonds,shall be conclusively deemed to have agreed that such 2001 Bonds shall be and have allof the qualities and incidents of negotiable instruments under the laws of the State ofFlorida.

SECTION 2.06. REGISTRATION. The 2001 Bonds shall be issued onlyas fully registered bonds without coupons. There shall be a Bond Registrar, which maybe either the Issuer itself, or a bank or trust company located within or without theState of Florida. The Issuer, if it chooses to have a bank act as such Bond Registrarshall, not later than the proposed date of sale of the 2001 Bonds, by Ordinancedesignate such bank to serve as the bond registrar, paying agent, and transfer agent.The Bond Registrar shall be responsible for maintaining the books for the registration ofand for the transfer of the 2001 Bonds and, if a bank is so designated, in compliancewith an agreement to be executed between the Issuer and such bank as Bond Registrar.Such agreement shall set forth in detail the duties, rights, and responsibilities of the

parties to the agreement.

Upon surrender to the Bond Registrar for transfer or exchange of any2001 Bond, duly endorsed for transfer or accompanied by an assignment duly executedby the Registered Owner or his attorney duly authorized in writing, the Bond Registrarshall deliver in the name of the transferee or transferees a new fully registered 2001Bond or 2001 Bonds of authorized denominations of the same maturity for theaggregate principal amount which the Registered Owner is entitled to receive.

All 2001 Bonds presented for transfer, exchange, redemption or payment(if so required by the Issuer or the Bond Registrar) shall be accompanied by a writteninstrument or instruments of transfer or authorization for exchange, in form and withguaranty of signature satisfactory to the Issuer or the Bond Registrar, duly executed bythe registered holder or by his duly authorized attorney.

The Issuer and the Bond Registrar may charge the bondholder a sumsufficient to reimburse them for any expenses incurred in making any exchange ortransfer after the first such transfer after the delivery of the 2001 Bonds. The BondRegistrar or the Issuer may also require payment from the bondholder of a sumsufficient to cover any tax, fee or other governmental charge that may be imposed inrelation thereto. Such charges and expenses shall be paid before any such new 2001Bond shall be delivered.

Interest shall be paid on such dates as are set forth in a subsequentOrdinance to the Registered Owner whose name appears on the books of the BondRegistrar as of 5:00 p.m. (eastern time) on the Record Date.

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New 2001 Bonds delivered upon any transfer or exchange shall be validobligations of the Issuer, evidencing the same debt as the 2001 Bonds surrendered,shall be secured by this Ordinance, and shall be entitled to all of the security andbenefits hereof to the same extent as the 2001 Bonds surrendered.

The Issuer and the Bond Registrar may treat the Registered Owner of any2001 Bond as the absolute owner thereof for all purposes, whether or not such 2001Bond shall be overdue, and shall not be bound by any notice to the contrary. Theperson in whose name any 2001 Bond is registered may be deemed the owner thereofby the Issuer and the Bond Registrar, and any notice to the contrary shall not bebinding upon the Issuer or the Bond Registrar.

Notwithstanding the foregoing provisions of this Section 2.06, the Issuerreserves the right, on or prior to the delivery of the 2001 Bonds, to amend or modify theforegoing provisions relating to registration of the 2001 Bonds in order to comply withall applicable laws, rules, and regulations of the United States Government and theState of Florida relating thereto or to provide for a system of book-entry registration forthe 2001 Bonds.

SECTION 2.07. DISPOSITION OF 2001 BONDS PAID OR REPLACED.Whenever any 2001 Bond shall be delivered to the Bond Registrar for cancellation,upon payment of the principal amount thereof or for replacement or transfer orexchange, such 2001 Bond shall either be retained by the Bond Registrar for a period oftime specified in writing by the Issuer or, at the option of the Issuer, shall be cancelledand destroyed by the Bond Registrar and counterparts of a certificate of destructionevidencing such destruction shall be furnished to the Issuer.

SECTION 2.08. 2001 BONDS MUTILATED, DESTROYED, STOLEN ORLOST. In case any 2001 Bond shall become mutilated, or be destroyed, stolen or lost,the Issuer may in its discretion issue and deliver a new 2001 Bond of like tenor as the2001 Bonds so mutilated, destroyed, stolen, or lost, in exchange and substitution forsuch mutilated 2001 Bond, upon surrender and cancellation of such mutilated 2001Bond or in lieu of and substitution for the 2001 Bond destroyed, stolen or lost, andupon the holder furnishing the Issuer proof of his ownership thereof and satisfactoryindemnity and complying with such other reasonable regulations and conditions as theIssuer may prescribe and paying such expense as the Issuer and Bond Registrar mayincur. All 2001 Bonds so surrendered shall be cancelled by the Issuer or the BondRegistrar, as its agent. If any such 2001 Bonds shall have matured or be about tomature, instead of issuing a substitute 2001 Bond, the Issuer may pay the same, uponbeing indemnified as aforesaid, and if such 2001 Bond be lost, stolen or destroyed,without surrender thereof.

Any such duplicate 2001 Bonds issued pursuant to this section shallconstitute original, additional, contractual obligations on the part of the Issuer, whetheror not the lost, stolen or destroyed 2001 Bonds be at any time found by anyone andsuch duplicate 2001 Bonds shall be entitled to equal and proportionate benefits andrights as to lien, source and security for payment, pursuant to this Ordinance, from thepledged funds, as hereinafter pledged, to the same extent as all other 2001 Bondsissued under this Ordinance.

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Book 117 • Page 7SECTION 2.09. TEMPORARY 2001 BONDS. Until 2001 Bonds in

definitive form of any series are ready for delivery, the Issuer may execute, and upon itsrequest in writing, the Bond Registrar shall authenticate and deliver in lieu of anythereof, and subject to the same provisions, limitations and conditions, one or moreprinted, lithographed or typewritten 2001 Bonds in temporary form, substantially of thetenor of the 2001 Bonds hereinbefore described and with appropriate omissions,variations and insertions. The 2001 Bonds in temporary form will be in such principalamounts as the Issuer shall determine.

Until exchanged for 2001 Bonds in definitive form, such 2001 Bonds intemporary form shall be entitled to the lien and benefit of this Ordinance. The Issuershall, without unreasonable delay, prepare, execute and deliver to the Bond Registrarand thereupon upon the presentation and surrender of the 2001 Bonds in temporaryform to the Bond Registrar the Bond Registrar shall authenticate and deliver, inexchange therefor, 2001 Bonds of the same maturity, in definitive form in theauthorized denominations, and for the same aggregate principal amount, as the 2001Bonds in temporary form surrendered. The expense of such exchange shall be paid bythe Issuer and no charge therefor shall be made no charge therefor to any RegisteredOwner.

SECTION 2.10. BOND ANTICIPATION NOTES. In anticipation of thedelivery of the 2001 Bonds and receipt of the proceeds thereof, the Issuer may issue2001 Bond Anticipation Notes, in the aggregate principal amount or original issuancenot to exceed the aggregate principal amount of such 2001 Bonds authorized. AnyBond Anticipation Notes shall be considered to be subordinate Bonds for the purposesof, and shall be entitled to the benefits and protections of, this Ordinance, junior andsubordinate to the rights of the Registered Owners of any outstanding Bonds.Provisions regarding the form of such Bond Anticipation Notes and the security for anyBond Anticipation Notes shall be set forth in a separate Ordinance of the Counciladopted at or prior to the time of sale of such Bond Anticipation Notes.

SECTION 2.11. PROVISIONS FOR REDEMPTION. The 2001 Bonds orany portions thereof shall be subject to redemption prior to their respective stated datesof maturity, by operation of the Bond Amortization Account or at the option of theIssuer, at such times and in such manner as shall be determined by subsequentOrdinance prior to the sale thereof. Interest shall cease to accrue on any 2001 Bondsduly called for prior redemption on the redemption date, if payment thereof has beenduly provided.

Notice of such redemption shall, at least thirty (30) days prior to theredemption date, (i) be filed with the Paying Agents, and (ii) be mailed, postage prepaid,to all owners of 2001 Bonds to be redeemed at their addresses as they appear of recordon the books of the Bond Registrar as of forty-five (45) days prior to the date ofredemption. The privilege of transfer or exchange of any of the 2001 Bonds so called forredemption is suspended for a period commencing 15 days preceding the mailing of thenotice of redemption and ending on the date fixed for redemption.

Such notice shall be dated and shall state (a) the redemption date, (b) theredemption price, (c) the identification and respective principal amount of 2001 Bondsto be redeemed, if less than all 2001 Bonds are to be redeemed, (d) the place where the

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2001 Bonds are to be surrendered for payment of the redemption price and (e) that onthe redemption date (I) the redemption price will become due and payable under any2001 Bond or portion thereof called for redemption and (II) interest on each such 2001Bond shall cease to accrue from and after such date.

In addition to the foregoing notice, further notice shall be given as set outbelow, but no defect in any such notice nor any failure to give all or any portion of anynotice shall in any manner defeat the effectiveness of a call for redemption with respectto a Registered Owner as to which notice is given as prescribed above.

Each further notice of redemption given hereunder shall contain theinformation required above for an official notice of redemption plus: (i) the date oforiginal execution and delivery of the 2001 Bonds; (ii) the rate of interest borne by each2001 Bond being redeemed; (iii) the maturity date of each 2001 Bond being redeemed;and (iv) any other descriptive information needed to identify accurately the 2001 Bondsbeing redeemed.

Each further notice of redemption shall be sent at least 30 days before theredemption date by registered or certified mail or overnight delivery service (at theexpense of the addressee) to all registered securities depositories then in the business ofholding substantial amounts of obligations of types such as the 2001 Bonds (suchdepositories now being The Depository Trust Company of New York, New York, MidwestSecurities Trust Company of Chicago, Illinois, and Philadelphia Depository TrustCompany of Philadelphia, Pennsylvania) and to one or more national informationservices that disseminate notices of redemption of obligations such as the 2001 Bonds(such as Financial Information, Inc.'s Financial Daily Called Bond Service, InteractiveData Corporation's Bond Service, Kenny Information Service's Called Bond Service andStandard 85 Poor's Called Bond Record).

On the date designated for redemption, notice having been mailed andmoneys for payment of the redemption price having been deposited with the PayingAgent for the account of the Registered Owner of a 2001 Bond or portion thereof to beredeemed, all as provided in this Ordinance, interest on such 2001 Bond or portionthereof shall cease to accrue, such 2001 Bond or portion thereof shall cease to beentitled to any lien, benefit or security under this Ordinance, and the Registered Ownerof such 2001 Bond or portion thereof shall have no rights with respect thereto except toreceive the redemption price from the account established therefor.

SECTION 2.12. FORM OF 2001 BONDS. The text of the 2001 Bondsshall be substantially in the form set forth as Exhibit A hereto, with such omissions,insertions and variations as may be necessary and desirable and authorized orpermitted by this Ordinance or any subsequent Ordinance or ordinance adopted priorto the issuance thereof, or as may be necessary to comply with applicable laws, rulesand regulations of the United States Government and the State of Florida in effect uponthe issuance thereof.

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ARTICLE III

APPLICATION OF 2001 BOND PROCEEDS

SECTION 3.01. APPLICATION OF PROCEEDS OF 2001 BONDS. Allmoneys received from the sale of the 2001 Bonds shall be deposited by the Issuer in aspecial account in a bank or trust company and applied by the Issuer as follows:

A. All interest accrued on the 2001 Bonds to the date of delivery, ifany, shall be deposited in the Sinking Fund and used for the payment of interest on the2001 Bonds.

B. A sum which, together with other legally available funds of theIssuer deposited in the Reserve Account on the date of delivery of the 2001 Bonds, willequal the Reserve Account Requirement shall be deposited into the Reserve Account.

C. To the extent not paid or reimbursed therefor by the originalpurchaser of the 2001 Bonds, the Issuer shall pay all costs and expenses in connectionwith the preparation, issuance and sale of the 2001 Bonds.

D. An amount necessary to pay the principal of, premium, if any, andinterest on the Refunded Bonds on the earliest date such Refunded Bonds can beredeemed (not to exceed 90 days) shall be deposited with the Paying Agent for theRefunded Bonds.

E. All remaining sums shall be deposited into a special funddesignated as the 2001 Project Fund, hereby created and established, and shall be usedonly for the purpose of paying 2001 Project Costs.

The moneys on deposit in the 2001 Project Fund shall be withdrawn, usedand applied by the City solely for the payment of the 2001 Project Costs and purposesincidental thereto, as described and set forth in this Ordinance. All expenditures ordisbursements from the 2001 Project Fund shall be made only after such expendituresor disbursements shall have been approved in writing by the Finance Director of theCity.

All funds on deposit in the 2001 Project Fund, which in the opinion of theCity, are not immediately necessary for expenditure, as hereinabove provided, may beinvested in Authorized Investments, maturing at such time or times as such moneyswill be needed for the purposes of the 2001 Project Fund. All income derived from suchinvestments shall be retained in the 2001 Project Fund and used to pay 2001 ProjectCosts.

If, for any reason, the moneys on deposit in the 2001 Project Fund, or anypart thereof, are not necessary for or are not applied to the payment of applicable 2001Project Costs, then upon receipt of an opinion of Bond Counsel to the effect that suchdeposit and application shall not adversely affect the exclusion from gross income forfederal income tax purposes of interest on such 2001 Bonds, the unapplied proceeds

3937-Auth-Ord 13

Book 117 • Page 3/0

shall be applied and deposited by the City into the Sinking Fund to the extent of anydeficiency therein, and thereafter applied in accordance with the Original Ordinance.

3937-Auth-Ord 14

Book 117 • Page ---3//

ARTICLE IV

2001 BONDS NOT DEBT OF ISSUER;PUBLIC SERVICE TAXES AND APPLICATION THEREOF

SECTION 4.01. 2001 BONDS NOT TO BE AN INDEBTEDNESS OF THEISSUER. The 2001 Bonds shall not constitute indebtedness of the Issuer within themeaning of any constitutional, or statutory or charter limitation of indebtedness, butshall be payable solely from the Pledged Revenues as herein provided. No Holder orHolders of any 2001 Bonds issued hereunder shall ever have the right to compel theexercise of the ad valorem taxing power of the Issuer, or taxation in any form on anyreal property therein, to pay the 2001 Bonds or the interest thereon. Neither the 2001Bonds nor the interest thereon shall have or be a lien upon any property of the Issuer,other than the Pledged Revenues in the manner provided in this Ordinance and in theOriginal Ordinance, or any property of or located within the boundaries of the Issuer.

SECTION 4.02. 2001 BONDS SECURED BY PLEDGE OF PLEDGEDREVENUES. The payment of the principal of and interest on and all reserves for the2001 Bonds issued hereunder shall be secured forthwith equally and ratably by a lienupon the Pledged Revenues, as defined herein, on a parity with the lien thereon andpledge thereof in favor of the Holders of the Outstanding Parity Bonds. The Issuer doeshereby irrevocably pledge such Pledged Revenues to the payment of the principal of andinterest on the 2001 Bonds issued pursuant to this Ordinance.

The Issuer hereby pledges to secure, grants a lien on, and agrees to paythe Outstanding Parity Bonds from the proceeds of the local communication servicestax described in the definition of "Public Service Tax" herein, on a parity with the 2001Bonds.

The Issuer does further hereby covenant and agree that as long as any ofthe principal of or interest on any of the 2001 Bonds are outstanding and unpaid, orpayment thereof not duly provided for, it will not repeal or amend or modify theOrdinance levying the Public Service Tax and will not reduce the rate of the PublicService Tax so as to impair or adversely affect in any manner the pledge of the PublicService Tax made herein and the rights of Holders of 2001 Bonds issued pursuant tothis Ordinance. The Issuer shall be unconditionally and irrevocably obligated, as longas any of the 2001 Bonds are outstanding and unpaid to levy and collect the PublicService Tax at the rate or rates now permitted by law to the full extent necessary to paythe principal of and interest on the 2001 Bonds and to make the other paymentsprovided for herein.

The Issuer does further represent that it has power under the Act toirrevocably pledge the Pledged Revenues to the payment of the principal of and intereston the 2001 Bonds and that the pledge of the Pledged Revenues in the manner providedherein shall not be subject to repeal, modification or impaiiment by any subsequentOrdinance, ordinance or other proceeding of the Council of the Issuer.

SECTION 4.03. APPLICATION OF PLEDGED REVENUES PURSUANTTO PROVISIONS OF ORIGINAL ORDINANCE. All Pledged Revenues and all moneys

3937-Auth-Ord 15


held in the funds and accounts established pursuant to the Original Ordinance shall beheld and applied for the benefit of the Holders of the 2001 Bonds in the same manneras provided in Section 3.04 of the Original Ordinance, and all of the provisions ofSection 3.04 shall be deemed to be applicable to the 2001 Bonds in the same manneras to the Outstanding Parity Bonds and all other 2001 Bonds hereafter issued pursuantto the Original Ordinance.

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Book 117 • Page 30ARTICLE V

COVENANTS OF THE ISSUER;EVENTS OF DEFAULT AND REMEDIES

SECTION 5.01. APPLICATION OF PROVISIONS OF ORIGINALORDINANCE. The 2001 Bonds shall for all purposes be considered to be issued underand pursuant to the provisions of the Original Ordinance, and all of the covenants ofthe Issuer contained in the Original Ordinance shall be deemed applicable to and forthe benefit of the 2001 Bonds to the same extent as to the Outstanding Parity Bonds.The Holder of the 2001 Bonds shall have all of the rights and privileges of the Holder orholders of the Outstanding Parity Bonds.

SECTION 5.02 ADDITIONAL COVENANTS. In addition to the covenantsand pledges contained in the Original Ordinance, the Issuer further covenants for thebenefit of the holders of the 2001 Bonds that, so long as any of the 2001 Bonds shall beoutstanding and unpaid, or until there shall have been set apart in the Sinking Fund,created by the Original Ordinance, a sum sufficient to pay, when due, the entireprincipal of the 2001 Bonds remaining unpaid, together with interest accrued and toaccrued thereon, the Issuer covenants with the holders of the 2001 Bonds issuedpursuant to this Ordinance as follows:

A. RESERVE ACCOUNT. Moneys in the Reserve Account shall be usedonly for the purpose of the payment of interest on or principal (including AmortizationInstallments) of the 2001 Bonds when the other moneys allocated to the Sinking Fundare insufficient therefor, and for no other purpose. Any withdrawals from the ReserveAccount shall be restored or repaid from the first available moneys after all requiredcurrent payments have been made into the Sinking Fund and accounts therein.

Upon the issuance of Additional Parity Bonds, additional cash orAuthorized Investments shall be deposited into the Reserve Account from the proceedsof such Additional Parity Bonds, or from other moneys of the Issuer available therefor,in order to make the Reserve Account value at the time of issuance thereof equal to theReserve Account Requirement.

Notwithstanding the foregoing, the Issuer at any time may substitute aReserve Account Credit Facility for all or any portion of the cash and AuthorizedInvestments on deposit or required to be deposited in the Reserve Account; provided theCredit Facility Issuer of such Reserve Account Credit Facility has a claims paying abilityin the top two rating categories of Moody's Investor Services and Standard &Poor's, andsubject only to such conditions and approvals as may be imposed by the Credit FacilityIssuer providing such Reserve Account Credit Facility or by any Credit Facility Issuerhaving a Credit Facility or Reserve Account Credit Facility in effect as to any 2001Bonds.

The Authorized Investments and Investment Earnings on deposit in theReserve Account for the 2001 Bonds, if any, shall be valued annually as of the last dayof the Fiscal Year at their fair market value exclusive of unpaid accrued interest. If andwhenever the Reserve Account value exceeds the Reserve Account Requirement on all

3937-Auth-Ord 17


then outstanding 2001 Bonds to which a Reserve Account Requirement applies, suchexcess may be withdrawn and applied to the Sinking Fund. Deficiencies in the ReserveAccount value resulting from a decline in market value of the Authorized Investments,or a withdrawal therefrom, shall be restored no later than twelve (12) months from thedate of such valuation, draw, or withdrawal.

SECTION 5.03. TAX COMPLIANCE. The Issuer covenants that it willrestrict the use of the proceeds of the 2001 Bonds in such manner and to such extent,if any, as may be necessary so that the 2001 Bonds will not constitute arbitrage bondsunder Section 148 of the Code. The Mayor or any other officer having responsibility forthe issuance of the 2001 Bonds shall give an appropriate certificate of the Issuer, forinclusion in the transcript of proceedings for the 2001 Bonds, setting forth thereasonable expectations of the Issuer regarding the amount and use of all the proceedsof the 2001 Bonds, the facts, circumstances, and estimates on which they are based,and other facts and circumstances relevant to the tax treatment of interest on the 2001Bonds. Each such officer is further authorized to make or effect any election, selection,choice, consent, approval, or waiver on behalf of the Issuer with respect to the 2001Bonds as the Issuer is permitted or required to make or give under the federal incometax laws, for the purposes of assuring, enhancing, or protecting favorable tax treatmentor characterization of the 2001 Bonds or interest thereon or assisting compliance withrequirements for that purpose, reducing the burden or expense of such compliance,reducing the rebate amount or payments of penalties thereon, or making payments inlieu thereof, or obviating such amounts or payments, as determined by such officer.Any such action of such officer shall be in writing and signed by the officer.

The Issuer covenants that it (a) will take or cause to be taken suchactions which may be required of it for the interest on the 2001 Bonds to be and remainexcluded from gross income for federal income tax purposes, and (b) will not take orpermit to be taken any actions which would adversely affect that exclusion, and that it,or persons acting for it, will, among other acts of compliance, (i) apply the proceeds ofthe 2001 Bonds to the governmental purpose of the borrowing, (ii) restrict the yield oninvestment property acquired with those proceeds, (iii) make timely rebate or penaltypayments to the federal government, (iv) maintain books and records and makecalculations and reports, and (v) refrain from certain uses of proceeds, all in suchmanner and to the extent necessary to assure such exclusion of that interest under theCode. The Mayor and other appropriate officers are hereby authorized and directed totake any and all actions, make calculations and rebate or penalty payments, and makeor give reports and certifications, as may be appropriate to assure such exclusion ofthat interest.

SECTION 5.04. EVENTS OF DEFAULT. It shall be an event of defaultunder this Ordinance if the Issuer shall:

(1) fail to deposit with the Paying Agent on the due date thereofsufficient funds to pay maturing principal, Amortization Installments and interest onthe 2001 Bonds;

(2) fail to deposit or pay within ten (10) days after the due date thereofany other required deposit or payment under this Ordinance; or

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Book 117 • Page --C

(3 ) fail to comply with any other covenant made in this Ordinance,which failure shall continue for more than thirty (30) days.

SECTION 5.05. REMEDIES. Any Holder of 2001 Bonds issued underthe provisions hereof or any trustee acting for the Holders of such 2001 Bonds may bysuit, action, mandamus or other proceedings in any court of competent jurisdiction,protect and enforce any and all rights, including the right to the appointment of areceiver, existing under the laws of the State of Florida, or granted and containedherein, and may enforce and compel the performance of all duties herein required or byany applicable statutes to be performed by the Issuer or by any officer thereof,including, but not limited to, the duty of the Issuer to remedy any event of defaultherein prescribed.

Nothing herein, however, shall be construed to grant to any Holder ofsuch 2001 Bonds any lien on any property of or within the corporate boundaries of theIssuer.

SECTION 5.06. PAYMENT FROM PLEDGED REVENUES. The Issuerwill duly and punctually pay or cause to be paid from the Pledged Revenues, asprovided herein, the principal of, and interest and premium, if any, on the 2001 Bonds.

3937-Auth-Ord 19


ARTICLE VI

DEFEASANCE; MODIFICATION OR AMENDMENT; PUBLIC SALE;PRELIMINARY OFFICIAL STATEMENT; SECONDARY MARKET

DISCLOSURE AND OTHER MISCELLANEOUS PROVISIONS

SECTION 6.01. DEFEASANCE. Notwithstanding the foregoing provisions ofthis Ordinance, if, at any time, the City shall have paid, or shall have made provision forpayment of, the principal, interest and redemption premiums, if any, with respect toany 2001 Bonds then, and in that event, the pledge of and lien on the Pledged Revenuesin favor of the Registered Owners of such 2001 Bonds shall be no longer in effect. Forpurposes of the preceding sentence, deposit of Federal Securities in irrevocable trustwith a banking institution or trust company, for the sole benefit of the RegisteredOwners of such 2001 Bonds, in respect to which such Federal Securities, the principaland interest received will be sufficient to make timely payment of the principal, interest,and redemption premiums, if any, on such outstanding 2001 Bonds designated to bedefeased shall be considered "provision for payment". Nothing herein shall be deemedto require the City to call any of the outstanding 2001 Bonds for redemption prior tomaturity pursuant to any applicable optional redemption provisions, or to impair thediscretion of the City in determining whether to exercise any such option for earlyredemption.

SECTION 6.02. MODIFICATION OR AMENDMENT. No material modificationor amendment of this Ordinance or of any ordinance amendatory hereof orsupplemental hereto, may be made without the consent in writing of the RegisteredOwners of fifty-one percent (51%) or more in principal amount of the 2001 Bonds thenoutstanding, provided, however, that no modification or amendment shall peiuiit achange in the maturity of such 2001 Bonds, a reduction in the rate of interest thereon,or a reduction in the amount of the principal obligation represented thereby; nor shallany modification or amendment either affect the unconditional promise of the City topay the principal of and interest on the 2001 Bonds, as the same shall become due,from the Pledged Revenues, or reduce the percentage of Registered Owners of 2001Bonds above required to consent to such material modifications or amendments,without the consent of the Registered Owners of all such 2001 Bonds; provided further,however, that no such modification or amendment shall allow or permit anyacceleration of the payment of principal of or interest on the 2001 Bonds upon anydefault in the payment thereof whether or not the Registered Owners of the 2001 Bondsconsent thereto.

The City, from time to time and at any time and without the consent orconcurrence of any Registered Owners of any 2001 Bonds, may adopt an ordinance orresolution amendatory hereof or supplemental hereto, if the provisions of suchsupplemental instrument shall not adversely affect the rights of the Registered Ownersof the 2001 Bonds then outstanding, for any one or more of the following purposes:

(1) to make any changes or corrections in this Ordinance which the Cityshall have been advised by counsel are required for the purpose of curing or correctingany ambiguity or defect or inconsistent provision or omission or mistake or manifest

3937-Auth-Ord 20


error contained herein, or to insert in this Ordinance such provisions clarifying mattersor questions arising hereunder as are necessary or desirable;

(2) to add additional covenants and agreements of the City for thepurpose of further securing the payment of the 2001 Bonds;

(3) to surrender any right, power or privilege reserved to or conferredupon the City by the terms hereof;

(4) to confirm by further assurance any lien, pledge or charge created orto be created by the provisions hereof;

(5) to grant to or confer upon the Registered Owners any additional right,remedies, powers, authority or security that lawfully may be granted to or conferredupon them;

(6) to assure compliance with the Code;

(7) to provide such changes which, in the opinion of the City, based uponsuch certificates and opinions of financial advisors or other appropriate advisors as theCity may deem necessary or appropriate, will not materially adversely affect the securityof the Registered Owners, including, but not limited to, such changes as may benecessary in order to adjust the terms hereof so as to facilitate the issuance of othertypes of obligations, including, but not limited to, bonds, notes, certificates, warrants orother evidences of indebtedness, which are subordinate to the 2001 Bonds;

(8) to modify any of the provisions of this Ordinance in any other respects,provided that such modification shall not be effective (a) with respect to the 2001 Bondsoutstanding at the time such amendatory or supplemental instrument is adopted or (b)shall not be effective (i) until the 2001 Bonds outstanding at the time such amendatoryor supplemental ordinance is adopted shall cease to be outstanding, or (ii) until theRegistered Owners thereof consent thereto.

The foregoing provisions notwithstanding, (1) no consent of any RegisteredOwners shall be required with respect to modification or amendment with respect to2001 Bonds as to which a Credit Facility is in full force and effect and to whichmodification or amendment the Credit Facility Issuer has provided its prior writtenconsent and (2) no modification or amendment shall be effective with respect to any2001 Bonds as to which a Credit Facility is effective without the prior written consent tosuch modification or amendment of the Credit Facility Issuer.

SECTION 6.03. PUBLIC SALE; AWARD OF 2001 BONDS. It is herebyfound, ascertained, determined and declared that a public sale of the 2001 Bonds ofthe City is in the best interest of the City and is hereby authorized. The Assistant CityManager/Finance Director is hereby authorized to prepare and publish a SummaryNotice of Bond Sale, to prepare and distribute an Official Notice of Bond Sale for the2001 Bonds and related documents, and to prepare a Preliminary Official Statementfor distribution in connection with Official Notice of Bond Sale. Notice of a proposedcompetitive public sale shall be published once in a newspaper of general circulationin the field of municipal bonds, such as The Bond Buyer or The Wall Street Journal at

3937-Auth-Ord 21

Book 117 • Page 3igleast ten (10) days before the date of sale. The notice may provide that the actual datefor receiving bids will be announced by the City at least twenty-four (24) hours beforethe sale date, by appropriate electronic means or established news wire service. TheAssistant City Manager/Finance Director is further authorized to award the 2001Bonds with the recommendation of the City's Financial Advisor to the best bidderusing such criteria as provided in, and who otherwise meets and satisfies the termsand conditions of, the Official Notice of Bond Sale (the "Purchaser"). The form of theSummary Notice of Bond Sale shall be substantially as set forth in Exhibit "B" hereto.The forms of the Official Notice of Bond Sale and Official Bid Form shall besubstantially as set forth in Exhibits "C" and "D," respectively, hereto. The Councilhereby authorizes and directs the Assistant City Manager/Finance Director and hisdesignees to take all actions necessary to consummate such sale upon the terms andconditions set forth in the Official Notice of Bond Sale.

SECTION 6.04. APPROVAL OF PRELIMINARY OFFICIAL STATEMENT;EXECUTION OF FINAL OFFICIAL STATEMENT. The form of the Preliminary OfficialStatement attached to this Ordinance shall be substantially as set forth in Exhibit "E"hereto, and is hereby approved, and the Council hereby authorizes the distributionand use of the Preliminary Official Statement in connection with the public offering forsale of the 2001 Bonds. If between the date hereof and the mailing of the PreliminaryOfficial Statement it is necessary to make insertions, modifications and changes tothe Preliminary Official Statement, the Assistant City Manager/Finance Director ishereby authorized to approve such insertions, changes and modifications, and theAssistant City Manager/Finance Director, is hereby authorized to certify thePreliminary Official Statement as "deemed final" within the meaning of Rule 15c2-12under the Securities Exchange Act of 1934. Such certificate shall be substantially inthe form attached hereto as Exhibit "F". The Assistant City Manager/Finance Directorand other officials of the City, as necessary, are hereby authorized to execute a finalOfficial Statement and, upon such execution, to deliver the same to the Purchaser foruse by it in connection with the sale and distribution of the 2001 Bonds. The OfficialStatement shall be substantially in the form of the Preliminary Official Statement,with such changes as shall be approved by the Assistant City Manager/FinanceDirector as necessary to conform to the details of the successful bids and such otherinsertions, modifications and changes as may be approved by the Assistant CityManager/Finance Director. The execution and delivery of the Official Statement bythe proper officials of the City shall constitute conclusive evidence of the approvalthereof. The Council hereby authorizes the Official Statement and the informationcontained therein to be used in connection with the offering and sale of the 2001Bonds.

SECTION 6.05. DELIVERY OF THE 2001 BONDS. Upon payment of thepurchase price for the 2001 Bonds pursuant to the terms of the Official Notice ofBond Sale and Official Bid Form and the fulfillment of the other conditions containedtherein there shall be delivered to The Depository Trust Company ("DTC") on accountof the Purchaser the properly executed 2001 Bonds in the form described herein.

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Book 117 Page 31

SECTION 6.06. SECONDARY MARKET DISCLOSURE.

A. INFORMATION TO BE PROVIDED TO THE PUBLIC. The City herebycovenants with the Registered Owners of any and all of the 2001 Bonds to make publicthe information set forth in subsections (1), (2), (3) and (4) below. Such undertaking ismade to comply with Rule 15c2-12 of the Securities and Exchange Commission and isintended to be construed to satisfy the requirements of said Rule.

(1) Annual Financial Information and Operating Data. A summary anddescription of the Pledged Revenues available for debt service, debt servicerequirements, and debt service coverage consistent with the presentation of suchinformation and data in the Official Statement, shall be made public annually, withinsix months of the end of each Fiscal Year.

(2) Audited Financial Information. A copy of the City's annual auditedfinancial statements prepared in accordance with generally accepted accountingprinciples shall be made public annually as soon as practicable after the receipt thereofby the City.

(3) Material Events Notices. In a timely manner, notice of the followingevents relating to the 2001 Bonds, if such events are material:

(1) Principal and interest payment delinquencies;

(ii) Nonpayment related defaults under the Original Ordinanceand this Ordinance;

(iii) Unscheduled draws on reserves reflecting financialdifficulties;

(iv) Unscheduled draws on credit enhancements reflectingfinancial difficulties;

(v) Substitution of credit or liquidity providers, or their failure toperform;

(vi) Adverse tax opinions or events affecting the tax-exemptstatus of the 2001 Bonds;

(vii) Modifications to rights of Registered Owners of the 2001Bonds;

(viii) Redemptions;

(ix) Defeasances;

(x) Release, substitution or subordination of Pledged Revenuessecuring repayment of the 2001 Bonds;

Rating changes.

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Book 117 • Page 3-2D

(4) Notice of Failure to Provide Annual Financial Information. In a timelymanner, notice of the failure of the City to provide the information required bysubsection (1) or (2) hereof within the times specified therefor.

B. MEANS OF MAKING INFORMATION PUBLIC.

(1) Information to be made public by the City shall be transmitted toone or more of the following entities as required by Subsection B(2) hereof:

(a) to each nationally recognized municipal securitiesinformation repository, as such teim is used in UnitedStates Securities and Exchange Commission Release No. 34-34961 ("NRMSIR"), by (i) electronic facsimile transmissionsconfirmed by first class mail, postage prepaid, or (ii) firstclass mail, postage prepaid; provided that the City isauthorized to transmit infoimation to a NRMSIR by whatevermeans are mutually acceptable to the City, and the NRMSIR;and

(b) to the state information depository, as such term is used inSecurities and Exchange Commission Release No. 34-34961("SID"), if and when a SID is created for the State of Florida,by (i) electronic facsimile transmissions confirmed by firstclass mail, postage prepaid, or (ii) first class mail, postageprepaid; provided that the City is authorized to transmitinformation to a SID by whatever means are mutuallyacceptable to the City and the SID; and

(c) to the Municipal Securities Rulemaking Board ("MSRB") by(i) electronic facsimile transmissions confirmed by first classmail, postage prepaid, or (ii) first class mail, postage prepaid;provided that the City is authorized to transmit informationto the MSRB by whatever means are mutually acceptable tothe City, and the MSRB.

(2) Information shall be transmitted to the following:

(a) all annual financial information and operating datadescribed in Subsection A(1) hereof and the annual auditedfinancial information described in Subsection A(2) hereofshall be sent to all NRMSIRs and to the SID (if a SID isestablished for the State of Florida); and

3937-Auth-Ord 24

Book 117 • Page 3-2 /

(b) all material event notices described in Subsection A(3) hereofand notices described in Subsection A(4) hereof shall be sentto each NRMSIR or to the MSRB, and to the SID (if a SID isestablished for the State of Florida).

Nothing in this Subsection B(2) shall be construed to relieve the City of itsobligation to provide notices to the Registered Owners of all 2001 Bonds if such noticeis required by this Ordinance.

C. AMENDMENT OR MODIFICATION.

(1) This Section may be amended or modified from time to time as maybe necessary to conform the terms hereof to any rule or regulation of the United StatesSecurities and Exchange Commission or Municipal Securities Rulemaking Board, orother federal or state regulatory body having jurisdiction over the 2001 Bonds.Notwithstanding anything to the contrary contained herein, this Section may not beamended to revise, amend or modify the information required herein unless the Cityhas obtained an opinion of nationally recognized bond or securities counsel that suchmodification will not violate the terms of any rules or regulations of the United StatesSecurities and Exchange Commission or the Municipal Securities Rulemaking Board.

SECTION 6.07. INCIDENTAL ACTIONS. The Council hereby authorizes,empowers and directs the Assistant City Manager/Finance Director, and other properrepresentatives of the City, including the Mayor, City Clerk, City Attorney and BondCounsel to execute and deliver such other documents, including but not limited to aPaying Agent and Registrar Agreement and a blanket letter of representations withDTC, and take such other action as shall be necessary and appropriate in relation tothe issuance of the 2001 Bonds pursuant to the terms and conditions of thisOrdinance.

SECTION 6.08. NOTICES TO CREDIT FACILITY ISSUER. Whenever a CreditFacility Issuer shall be providing a Credit Facility with respect to any 2001 Bondsissued hereunder, such Credit Facility Issuer shall be entitled to receive and shall beprovided by certified mail all notices and reports which are required herein to beprepared and to be sent or made available to Registered Owners of such 2001 Bonds.

SECTION 6.09. NO RECOURSE. No recourse shall be had for the payment ofthe principal of, premium, if any, and interest on the 2001 Bonds, or for any claimbased thereon or on this Ordinance, against any present or former member or officer ofthe Council or any person executing the 2001 Bonds.

SECTION 6.10. SEVERABILITY OF INVALID PROVISIONS. If any one or moreof the covenants, agreements or provisions of this Ordinance should be held to becontrary to any express provision of law or to be contrary to the policy of express law,though not expressly prohibited, or to be against public policy, or should for any reasonwhatsoever be held invalid, then such covenants, agreements, or provisions shall benull and void and shall be deemed separate from the remaining covenants, agreements,or provisions of, and in no way affect the validity of, all the other provisions of thisOrdinance or of the 2001 Bonds.

3937-Auth-Ord 25


SECTION 6.11. REPEALING CLAUSE. All ordinances of the City, or partsthereof, in conflict with the provisions of this Ordinance are to the extent of suchconflict hereby superseded and repealed.

SECTION 6.12. EFFECTIVE DATE. This Ordinance shall take effectimmediately upon its passage.

APPROVED AT FIRST READING THIS 2 ND DAY OF MAY, 2001.

PASSED AND ADOPTED AT SECOND READING AND PUBLIC HEARING IN OPEN ANDREGULAR SESSION OF THE CITY COUNCIL OF THE CITY OF NAPLES, FLORIDA, THIS16thDAY OF MAY, 2001.

CITY OF NAPLES, FLORIDA

ATTEST:

_

City Clerk

APPROVED AS TO FORM:

(-1-ZAJ- (SgtCity Attorney

APPROVED AS TO LEGALITY:

Date Filed With City Clerk: 6/18/01

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Book 117 Page 3-23

LIST OF EXHIBITS

Exhibit AExhibit BExhibit CExhibit DExhibit EExhibit F

Bond FormSummary Notice of Bond SaleOfficial Notice of Bond SaleOfficial Bid FormPreliminary Official StatementRule 15c2-12 Certificate

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Book 117 • Page31q

EXHIBIT A[FORM OF BOND]

No.

UNITED STATES OF AMERICASTATE OF FLORIDA

CITY OF NAPLESPUBLIC SERVICE TAX REVENUE BOND, SERIES 2001

RATE OF INTEREST MATURITY DATE DATE OF ISSUE CUSIP

REGISTERED OWNER:

PRINCIPAL AMOUNT:

KNOW ALL MEN BY THESE PRESENTS, that the City of Naples, Florida(hereinafter called "City"), for value received hereby promises to pay to the RegisteredOwner designated above, or registered assigns, solely from the special funds hereinaftermentioned, on the Maturity Date specified above, the Principal Amount shown above,upon the presentation and surrender hereof at the corporate trust office of , Florida, as Paying Agent and Bond Registrar, and to

pay solely from such special funds interest thereon from the date of this Bond or fromthe most recent interest payment date to which interest has been paid, whichever isapplicable, until payment of such sum, at the Rate of Interest per annum set forthabove, payable on January 1, 2002, and semiannually thereafter on January 1 and July1 in each year, by check or draft mailed to the Registered Owner at his address as itappears on the fifteenth day of the month preceding the applicable interest paymentdate, on the registration books of the City kept by the Bond Registrar; provided, that forany Registered Owner of one million dollars or more in principal amount of Bonds, suchpayment shall, at the written request of such Registered Owner, be by wire transfer to alocation within the continental United States or other medium acceptable to the Cityand to such Registered Owner. The principal of, premium, if any, and interest on thisBond are payable in lawful money of the United States of America.

This Bond is one of an authorized issue of Bonds in the aggregate principal amountof not exceeding $10,450,000 of like date, tenor and effect, issued to finance the cost ofthe acquisition of certain municipal improvements within the City as a historicalmuseum, under the authority of and in full compliance with the Constitution andStatutes of the State of Florida, including particularly Chapters 166 and 202, FloridaStatutes, the Charter of the City, Chapter 2000-260, Laws of Florida, and otherapplicable provisions of law, and Ordinance No. 01- , duly enacted by the City

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Book 117 • Page 3-25-

Council of the City on May , 2001, as supplemented (hereinafter collectively called"Ordinance"), and is subject to all the terms and conditions of such Ordinance.

This Bond and the Bonds of which this Bond is one are payable from andsecured by a lien upon and pledge of the Pledged Revenue as defined in the Ordinance,and (b) the income and investments held in the funds and accounts created by theOrdinance, all in the manner and as more particularly described in the Ordinance on aparity with the City's outstanding Public Service Tax Refunding Revenue Bonds, Series1989, Public Service Tax Refunding Revenue Bonds, Series 1993, Public Service TaxRevenue Bonds, Series 1997 and Public Service Tax Revenue Bonds, Series 1998.

This Bond does not constitute an indebtedness of the City within the meaning ofany constitutional, statutory or charter provision or limitation of indebtedness, and it isexpressly agreed by the Registered Owner of this Bond that such Registered Ownershall never have the right to compel the exercise of the ad valorem taxing power of theCity for the payment of the principal of and interest on this Bond or the making of anysinking fund, reserve or other payments provided for in the Ordinance. This Bond andthe obligation evidenced thereby shall not constitute a lien upon any property of or inthe City, but shall constitute a lien only on the Pledged Revenues, in the mannerprovided in the Ordinance.

(To be inserted where appropriate on face of Bond:

"REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SETFORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALLFOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE.")

This Bond may be transferred only upon the books of the City kept by the BondRegistrar under the Ordinance upon surrender thereof at the principal office of theBond Registrar with an assignment duly executed by the Registered Owner or his dulyauthorized attorney, but only in the manner, subject to the limitations and uponpayment of the charges, if any, provided in the Ordinance, and upon surrender andcancellation of this Bond. Upon any such transfer, there shall be executed in the nameof the transferee, and the Bond Registrar shall deliver, a new registered Bond or Bondsin the same aggregate principal amount and series, maturity and interest rate of theauthorized denominations as the surrendered Bond.

In like manner, subject to such conditions and upon the payment of suchcharges, if any, the Registered Owner of any Bond or Bonds may surrender the same(together with a written instrument of transfer satisfactory to the Bond Registrar dulyexecuted by the Registered Owner or his duly authorized attorney) in exchange for anequal aggregate principal amount of fully registered Bonds of the same series andmaturity of any other authorized denominations.

It is hereby certified and recited that all acts, conditions and things required toexist, to happen and to be performed precedent to and in the issuance of this Bondexist, have happened and have been performed in regular and due form and time asrequired by the Statutes and Constitution of the State of Florida applicable thereto; andthat the issuance of this Bond and of the issue of Bonds of which this Bond is one, doesnot violate any constitutional or statutory limitation.

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(Insert redemption provisions.)

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

This Bond is and has all the qualities and incidents of a negotiable instrumentunder the laws of the State of Florida.

This Bond shall not be valid or become obligatory for any purpose or be entitledto any security or benefit under the Ordinance until the certificate of authenticationhereon shall have been executed by the Bond Registrar.

IN WITNESS WHEREOF, the City of Naples, Florida, has issued this Bond andhas caused the same to be executed by the manual or facsimile signature of its Mayor,and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted,lithographed or reproduced hereon and attested by the manual or facsimile signature ofits City Clerk, all as of , 2001.

CITY OF NAPLES, FLORIDA

(SEAL)

By: Mayor

ATTEST:

City Clerk

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Book 117 • Page 32 7CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentionedOrdinance.

By: Authorized Signature

Date of Authentication

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Book 117 • Page322

The following abbreviations, when used in the inscription on the face of thewithin bond, shall be construed as though they were written out in full according toapplicable laws or regulations:

TEN COM - as tenants in common UNIF GIF MIN ACT - TEN ENT - as tenants by the (Cust.)

entireties Custodian for JT ENT - as joint tenants with (Minor)

right of survivorship under Uniform Gifts to Minorsand not as tenants in Act of common (State)

Additional abbreviations may also be used though not in list above.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned sells, assigns and transferees to

[PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER IDENTIFYINGNUMBER OF ASSIGNEE]the within bond and does hereby irrevocably constitute and appoint

as his agent to transfer the bond on the books kept for registration thereof, with fullpower of substitution in the premises.

Dated: Signature guaranteed:

(Bank, Trust Company or Firm)

(Authorized Officer)

NOTICE: The signature to thisassignment must correspond withthe name of the RegisteredOwner as it appears upon theface of the within bond inevery particular, withoutalteration or enlargement orany change whatever.

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Agenda Item 9-a Book 117 • Page -2?7 01-9190 AN ORDINANCE ...

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