CITY OF CAPE CORAL, FLORIDA $5,300,000 CAPITAL IMPROVEMENT REFUNDING REVENUE BOND, SERIES 2014 DATED: JULY 28, 2014 CITY OF CAPE CORAL, FLORIDA$5,300,000 CITY OF CAPE CORAL, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE BOND, SERIES 2014 List of Closing Documents July 28, 2014 Certified copy of Ordinance No. 20-14, enacted on June 16, 2014, authorizing the issuance of the Series 2014 Bond. Certified copy of Resolution No. 177-90, adopted on October 31, 1990, authorizing the issuance of City of Cape Coral, Florida Capital Improvement Revenue Bonds from time to time. Certified copy of Resolution No. 35-99, adopted on October 4, 1999, amending Resolution No. 177-90 in certain respects. Certified copy of Resolution No. 19-05, adopted on March 21, 2005, amending and supplementing Resolution No. 177-90 in certain respects. Certified copy of Resolution No. 37-14, adopted on June 16, 2014, accepting the proposal of JPMorgan Chase Bank, N.A. regarding the issuance of the Series 2014 Bond and authorizing the execution of a rate lock agreement in connection therewith. Certified copy of Resolution No. 56-14, adopted on July 21, 2014, supplementing Resolution No. 177-90 and authorizing the issuance of the Series 2014 Bond and determining certain details thereof. Request for Proposals. Proposal of JPMorgan Chase Bank, N.A. Forward Rate Lock Agreement with JPMorgan Chase Bank, N.A., dated June 17, 2014. JPMorgan Chase Bank, N.A. Disclosure Letter and Truth-in-Bonding Statement. Escrow Deposit Agreement, dated July 28, 2014, by and between the City and U.S. Bank National Association. Verification Report. Incumbency Certificate.14. ae 17. 18. ae 20. 21. ae 23. 25. 26. 27. 28. Signature Certificate. General Certificate of the City. Certificate as to Arbitrage and Certain Other Tax Matters. Certificate as to Specimen Bond. Certificate of Delivery and Payment. Cross Receipt. Additional Bonds Certificate. Information Return to Internal Revenue Service. ‘Advance Notice of Bond Sale. Division of Bond Finance Information Form. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel. Reliance Letter of Nabors, Giblin & Nickerson, P.A., Bond Counsel. Opinion of Dolores D. Menendez, Esq., City Attorney. Final Numbers. Closing Memorandum.‘CLERK'S CERTIFICATE AS TO ORDINANCE NO. 20-14 I, Rebecca van Deutekom, the undersigned City Clerk of the City of Cape Coral, Florida (the "City"), DO HEREBY CERTIFY that attached hereto is a copy of "AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,100,000 IN AGGREGATE PRINCIPAL AMOUNT OF DEBT OBLIGATIONS TO REFUND A PORTION OF THE CITY'S OUTSTANDING CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2005; PLEDGING CERTAIN PROCEEDS OF THE HALF-CENT SALES TAX TO SECURE THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE BOND; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH OBLIGATIONS; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE," enacted at a meeting of the City Council duly called and held on June 16, 2014, at which meeting a quorum was present and acting throughout, which ordinance has been compared by me with the original thereof as recorded in the Minute Book of said City and that said ordinance is a truc, complete and correct copy thereof, and said ordinance has been duly enacted and has not been further modified, amended or repealed and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City as of the 28th day of July, 2014. ete, (SEAL) atthe OF FG te, oe iG Beh R ectabes i City Clerk § sy $ = g 4 ; * Fok = 5. § EBS NWT RS Ome NN “ATS Se‘ORDINANCE NO, 20-14 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,100,000 IN AGGREGATE PRINCIPAL AMOUNT OF DEBT OBLIGATIONS TO REFUND A PORTION OF THE CITY'S OUTSTANDING: CAPITAL IMPROVEMENT AND _ REFUNDING REVENUE BONDS, SERIES 2005; PLEDGING CERTAIN PROCEEDS OF THE HALF-CENT SALES TAX TO SECURE THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON ‘THE BOND; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH OBLIGATIONS; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF ‘THE CITY OF CAPE CORAL, FLORIDA, AS FOLLOWS: SECTION 1. DEFINITIONS. When used in this Ordinance, the following, terms shall have the following meanings, unless some other meaning is plainly intends “city shal mesa the City of Cape Corl, Florida, « municipal exrpration established by the State of Florida. nas shall mean the City Council of the City of Cape Coral, Florida. ns shall mean the bonds, notes or other evidence of indebtedness {issued by the City pursuant to this Ordinance. ‘shall mean this Ordinance enacted by the Council on the date hereof, a it may be amended and supplemented from time to time. “Parity Obligations" shall mean that portion of the City’s outstanding Series 2005 Bonds which are not refunded in connection with the issuance of the Obligations and City of Cape Coral, Florida Capital Improvement Revenue Bond, Series 2008 and any other debt obligations subsequently issued on party with the Obligations pursuant to the Resolution. ‘Pledged Funds" shall mean (1) until applied in accordance with the terms of the Resolution, all moneys, including investments thereof, in the funds and accounts ‘established by the Resolution except (a) as for any rebate fund or unrestricted revenue account, and (b) to the extent moneys in the reserve account are pledged solely for the payment of a series of bonds pursuant to the Resolution, and (2) the Sales Tax Proceeds; subject, however, in each case, (othe provisions of the Resolution. “Refunded Bonds" shall mean that portion of the Series 2005 Bonds which will be refunded by the Obligations as determined by the Resolution. "Resolution" shall mean Resolution No. 177-90 adopted by the Council on ‘October 1,'1990, as amended and supplemented, and as such Resolution shall be further supplemented by the resolution or resolutions of the Couneil detailing the term, forms and other provisions of the Obligations. ‘Sales Tax Proceeds" shall mean the proceeds distributed to the City from the Local Government Half-cent Sales Tax Clearing Trust Fund, as defined and described in. Part V1, Chapter 218, Florida Statutes, as amended, and to the extent provided by the Resolution, any additional sales tax revenues distributed to the City and pledged to the payment ofthe Obligations."Series 2005 Bonds" shall mean the outstanding City of Cape Coral, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005. ‘The words “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and any similar terms shall refer to this Ordinance. _ Words importing the singular number include the plural number, and vice versa. SECTION2. FINDINGS. The Council hereby finds and determines that: (A) The City previously issued the Series 2005 Bonds to finance and refinance certain capital improvements of the City, in order to maintain and protect the health, safety and welfare of the citizens of the City. (B) In order to achieve debt service savings for the Cit the best interests ofthe City to refund the Refunded Bonds. it is desirable and in (©) The most efficient end cost-effective method of refunding the Refunded Bonds is by the issuance of the Obligations secured by the Pledged Funds as provided herein. (D) Proceeds of the Obligations shall be applied forthe principal purposes of refunding the Refunded Bonds. (€) The principal of, redemption premium, if any, and interest on. the ‘Obligations shall be paid from the Pledged Funds on a parity withthe Parity Obligations, unless otherwise paid by such entity as shall provide credit enhancement, if any, on the Obligations. The City shall never use or be required to use its ad valorem taxing power for the payment of the Obligations. The Obligations shall not constitute a direct obligation of the City or a pledge of its faith and credit, nor shall the holders of the Obligations have any lien or encumbrance on any property in the City, including the Project, except the Pledged Funds in the manner and to the extent set forth in the Resolution, SECTION3. AUTHORIZING THE REFUNDING THE REFUNDED BONDS. The Council hereby authorizes the refunding of the Refunded Bonds. SECTION 4. ISSUANCE OF THE OBLIGATIONS, The Ob are hereby authorized to be issued in an original aggregate principal amount of not exceeding $6,100,000. The Obligations may be issued in one or more series. The particular designation of each Obligation may be made pursuant to the Resolution. The Obligations shall be issued for the principal purposes of (A) refunding the Refunded Bonds, (B) establishing debt service reserves, if required or deemed necessary, (C) paying for any credit enhancement for the Obligations, and (D) paying costs and ‘expenses of issuing the Obligations. The principal of, redemption premium, if any, and. interest on the Obligations shall be payable from any portion of the Pledged Funds; provided the Obligations shall be on a parity with and rank equally as tothe pledge of and lien upon the Pledged Funds with the Party Obligations in the manner and to the ‘extent provided in the Resolution, ‘The Obligations shall be dated such date or dates, shall bear interest at such rate or rates, shall mature at such time or times and in such amount or amounts as may be determined by the Resolution, and may be redeemable before maturity, atthe option of the City, at such price or prices and under such terms and conditions es may be fixed by the Resolution, The Council shall determine by the Resolution the form of the Obligations, the manner of executing the Obligations, and such other terms and ‘provisions of the Obligations es it deems appropriate. The Obligations may bear interest ata fixed or variable rate, as shall be determined by the Resolution. In case any officer ‘whose signature or a facsimile of whose signature shall appear on any Obligation shall 2‘cease to be such officer before delivery of such Obligation, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. The Council may sell the Obligations in such manner and for such price as it may determine by the Resolution to be in the best interests of the City. The Obligations may be further secured by any credit enhancement. as the Council by the Resolution deems appropriate. ‘The Obligations may be issued without any other proceedings or the happening of any other conditions or other things other than those proceedings, conditions or things which are specifically required by this Ordinance. ‘The proceeds of the Obligations shall be disbursed in such manner and under such restrictions, ifany, as may be provided by the Resolution, ‘The Obligations shall be further secured by the Resolution which may include, but ‘without limitation, provisions as to the rights and remedies of the holders of the Obligations, the application of funds and such other matters as are customarily in such an instrument. The Resolution may provide for the City entering into one or more loan ‘agreements with the purchaser(s) of the Obligations, SECTIONS. _ TAXING POWER NOT PLEDGED. TAXING POWER NOT PLEDGED. ‘The Obligations issued under the provisions of this Ordinance shall not be deemed to constitute a pledge of the faith and credit of the City, but the ‘Obligations shall be payable from the Pledged Funds in the manner and to the extent provided herein and in the Resolution on parity with the Parity Obligations, unless ‘otherwise paid by such entity as shall provide credit enhancement on the Obligations, if any, The issuance of the Obligations under the provisions of this Ordinance shall not directly, indiretly or contingently obligate the City to levy or to pledge any form of ad ‘valorem taxation whatever therefore. The holders ofthe Obligations shall never have the right to compel any exercise ofthe ad valorem taxing power on the part ofthe City to pay ‘any of the Obligations or the interest thereon against any propery of the City, nor shall the Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property ofthe City except the Pledged Funds. SECTION 6. TRUST FUNDS. All moneys received pursuant to the authority ofthis Ordinance, whether as proceeds from the sale of the Obligations or the Pledged Funds, shall be deemed to be trust funds, to be held and applied solely as, provided in this Ordinance and in the Resolution. The Pledged Funds upon receipt thereof by the City shall be subject to the lien and pledge of the holders of the Obligations and the Parity Obligations or any entity providing credit enhancement on the Obligations or the Parity Obligations. Such Pledged Funds may be invested by the City, crits designee, in such manner as provided inthe Resolution. SECTION7. REMEDIES OF HOLDERS OF OBLIGATIONS. The holders of the Obligations, except to the extent the rights herein given may be restricted by the Resolution, may, whether at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce and compel the performance of all duties required hereby, or by such Resolution, to be performed by the City. SECTIONS. ALTERNATIVE METHOD. This Ordinance shall_be deemed to provide an additional and alternative method for the doing of things authorized hereby and shall be regarded as supplemental and additional to powers conferred by other laws, and shall not be regarded as in derogation of any powers now existing or which may hereafter come into existence, This Ordinance, being necessary forthe health, safety and welfare of the inhabitants and/or properly owners of the City, shall be liberally construed to effect the purposes hereof. SECTION 9, GENERAL AUTHORITY. The members of the Council of the City and the officers, attomeys and other agents or employees of the City are hereby 3authorized to do all acts and things required of them by this Ordinance, or desirable or consistent with the requirements hereof for the full punctual and complete performance of all the terms, covenants and agreements contained herein. SECTION 10. _ SEVERABILITY. Inthe event that any portion or section of this Ordinance is determined to be invalid, illegal or unconstitutional by court of ‘competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Ordinance which shall remain in full force end effect. SECTION 11, EFFECTIVE DATE, This Ordinance shall take effect diately upon its adoption by the City Council ofthe City of Cape Coral, Florida. b ADOPTED AT A REGULAR COUNCIL MEETING THIS /b” DAY OF JUNE, 2014. oe L. pe MAYOR VOTE OF MAYOR AND COUNCILMEMBERS: sawickt LeON BURCH ae ERBRICK. ake CAaRIOSCIA WILLIAMS NESTA DONNELL thiaed ATTESTED TO AND FILED IN MY OFFICE THIS A7"DAY OF JUNE, 2016. hor ‘VAN DEUTEKOM, CITY CLERK APPROVED AS TO FORM: Q ‘ATTORNEY : SBCLERK'S CERTIFICATE AS TO RESOLUTION NO. 177-90 I, Rebecca van Deutekom, the undersigned City Clerk of the City of Cape Coral, Florida (the "City"), DO HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAPE CORAL, FLORIDA AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $4,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1990 IN ORDER TO PROVIDE FUNDS FOR THE PRINCIPAL PURPOSE OF FINANCING THE COSTS OF VARIOUS PARK IMPROVEMENTS WITHIN THE CITY; PLEDGING THE MONEYS RECEIVED BY THE CITY FROM THE HEREIN DESCRIBED HALF-CENT SALES TAX TO SECURE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON SAID BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS; PROVIDING FOR CERTAIN ADDITIONAL MATTERS IN RESPECT TO SAID BONDS; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION," adopted at a meeting of the City Council duly called and held on October 31, 1990, at which meeting a quorum was present and acting throughout, which resolution has been compared by me with the original thereof as recorded in the Minute Book of said City and that said resolution is a true, complete and correct copy thereof, and said resolution has been duly adopted and has not been further modified, amended or repealed except as amended in certain respects by Resolution No. 35-99, adopted by the City Council on October 4, 1999 and Resolution No. 19-05, adopted by the City Council on March 21, 2005, and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, | have hereunto set my hand and affixed the official seal of the City as of the 28th day of July, 2014. seaygit See SE een OD, Soros 4 Dee omnes ATE a City Clerk wuttd,COUNCILMEMBER BRADEN 10/26/90 10/31/90 RESOLUTION NO, 177, -90 A-RESOLUTION OF THE CITY COUNCIL OF THE crTY OF GAPE CORAL, FLORIDA AUTHORIZING THE ZSSUANCE BY mz CITY OF NOT EXCEEDING $4,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1990 IN ORDER To PROVIDE FUNDS POR THE PRINCIPAL PURPOSE OF FINANCING THE COSTS OP VARIOUS PARK XMPROVEMENTS WITHIN THE CITY; PLEDGING THE MONEYS RECEIVED BY THE CITY FROM THE HEREIN DESCRIBED HALP-CENT SALES TAX TO SECURE PAYMENT OF THE PRINCIPAL OF, REDEMPTION, FREHIUM, IP ANY, AND INTEREST OW SAID BONDS? PROVIDING FOR WHE RIGHTS OF THE HOLDERS OF SAID BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL | BONDS? PROVIDING FOR CERTAIN ADDITIONAL MATTERS IN RESPECT TO SAID BONDS; ‘AMD PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. ARTICLE I GENERAL DEFINITIONS. When used in thie Resolution, the following terns shall have the following meanings, uniess’ the context Clearly othorvise requires: ‘“Aceretea Value" shall mean, as of any date of computation with respect to any Capital appreciation Bond, an amount equal to the principal amount of such capital Appreciation Bond. (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding tha legal rate, cospounded semiannually, plus, with respect to matters the payment upon redemption or acceleration of the capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the differance between the Accreted Value as of ‘the immediately preceding Interest Date and the Value as of the innediatoly succeeding Interest Dat fod dn equal daily snounte on the basis during any semi-annual por: of a 360-day year. act" shall mean Chapter 166, Florida statutes, chapter 212, Florida statutes, Chapter 218, Part VI, Plorida ‘statutes, the Charter of the City, the Ordinance and other applicable provisions of law. additional Bonds" shall mean the obligations issued at any time under the provisions of section 5.02 hereof on a parity with the Series 1990 Bonds, sadaitionsl Project" shall mean the acquisition and contruction of such properties, facilities and improvements and the funding of such operating and maintenance expanses as shal be Parnitted by the Act. The description of such Additional Project shall be eet forth in the upplonentar Resotution authorizing the {asuance of Bonda which shall finance the acquisition, construction and funding of such Additional Project. ‘“RMGAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. 39shall mean an anount designated of the Issuer and eatabliened wi "Annual Debt Service” shali mean, at any tine, the aggregate gnount in the then current Fiscal Year of (1)° interest remvieeh to bo paid on the Outstanding Bonds during auch Fiscel ‘vase fetore fo the extent that such interest 40 to be paid fron deponita (eee Intorost Account nade fron Bond proceeds, (2) “Peincipey oe Outstanding Serial Bonds naturing in uch Fiscal Your and-ta} toe Asortization Instalinonts herein designated with vespece 2st Fiscal Year. For purposes of this definition, alt amorte fayenie fon a capita: Appreciation Bond shail be coneideres © printires Payment “due in tho year of ite maturity or earlier besssthey Podamption. “Authorized Investnents" shall mean any of the following, if and to the extent that the sane are at the tine legal” for Anvestment of funds of the Iesuer: (2), Ditect obligations of (including obligations issued or held in book entry form on the books of) the Department of Treasury of the United States of America: (2) Obligations of any of the folloving federal agencies which obligations represent full faith and credit of the United States of America, including: A. Export - Import Bank 3B. Farmers Hone Administration ©. General Services Adninistration D. U.8. Maritine Administration E. Smal Business Administration F. Government National Mortgage Association (GNA) G. U.S. Department of Housing & Urban Development (PA's) H. Federal Housing Administration? (2) Bonds, notes or other avidences of indebtedness rated cana" “by Standard & Poor's Corporation and "Aaa" by Moody: Investor Services issued by the Federal. National” Mortgage Association or ‘the Fadoral Hone Loan Mortgage Corporation with Fenaining maturities not exceeding three years) a) dollar denoninated deposit accounts, federal funds and banker's sccoptances with domest: weial banks vhich have avrating of their ahort tora certificates of doposit on the date of purchase of "Aci" or "A-i4" by Standard § Poor's and "P-1" by Moody's and maturing no nore than 360 days after the date of Purchase. (Ratings on holding companies are net considered as the rating of the bank); Comercial paper hich 1s rated at the tine of purch in the aingie highest’ classification, "Acs" by standard © Poor's ana "B-i" by Moody's, Investor Services ond which bavures Not nore in'270 daje after the date of purchase) (6) _Tnvestments in a money market fund rated "AAAR" or "AAAM- =a" or better by standard & Poor's Corporation? (7) Prerefunded obligations;Baits of participation in the tocel Government surpi ‘Zrust Pund estabiiahed pursuant to. Part IV, chapter ete. Florida statutes, “or any similar ‘common treat ‘tuna anion th tablished pursuant to State iav as ‘a Legal depository orate a fhe Insurer ‘or Insurers et the Bonds, proviiea ht Sea ey Insurer or Insurers. The value of the above investments shall be deter sang Jews of the, above investuents shall be deterained as "Value," which shall be deterained as of the end of each Ronth, Reans that the value of any investuents shall be calculated 5 follows: (ory af not se eerege of te ld a a oh oF nose rece prior to such time of determination; re 7 B. 28,02 tnveotuanta the bid and asked prices of which are Rot published on a regular basis in re a or The tiie average bid prica at euch tine of ageeeinet tog tuents by any tye nationally recognised governsent securities deniers (selected by ‘the city clerk an its’ absciuee discretion) ‘at the tine saking a market in ouch investuunte ey oh bid price published by a nationally recognized pricing service; c. as to certificates of deposit and bankers acceptance: ‘the face amount thereof, plus accrued interest; and D. to any investment not specified above: the value thereof established by prior agreenent batween the Issuer, the Insurer or Insurers of the Bonds, provided all Outstanding Bonds are insured as to payment by such Insurer or Insurers. "Authorized esuer officer" shall. adninistrative officer of the Issuer, or his assignee, and when used in reference to any act or document also shall mean any other Person authorized by resolution of the Issuer to perform such act er aign such document. ‘Bond Amortization Account" shall moan the separate account in the Debt Service Fund established pursuant to Section 4.04 hereo!. "Bond Counsel* shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at lav or firm of attorneys, of nationally zecognized atanding in matters pertaining to the foderal tax ‘exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any’state of the United States of Aneric nthe chier Bond Year* shall mean the period commencing -and ending on the dates specified by Supplenental Resolution of the Iesuer. “pondholder" or "Holder" or "holder" or any ainilar tern, when used with reference to a Bond or Bonds, shall mean any pergon who shall be the ragictered owner of any Outstanding Bond or Bonds as Provided in the registration books of the Issuer. ‘Bond Ingurance Policy* shali mean, vith respect to the Series 1990 Bonds, the municipal bond insurance policy issued by AMBAC Indemnity insuring the payzent vhen due of the principal of and Anterest on the Series 1990 Bonds as provided therein. with respect to any other Series of Bonds, "Bénd Insurance Policy" shall mean the municipal bond new issue’ insurance policy or policies 3Aeaued by an Insurer guaranteaing the paynent of the prin: and interest on any portion of sich Series of Benda, P™ATCSPAY of Bonds" shail nean the Series 1990 Bonds, together wi paditionah” ponds {eeued “pursuant to. this “desolation ‘and. any ordinate eas ‘ccodes to the atatus of Bondy pursuant to Section 5.04 hereof. status of Bond: business Day" or "business day" shail moan any day other than a saturday, sunday or a day on uhich banking. insttene fhe ‘Beate are suthorized by lav to reuain closed, tone Wsthd “capital Appreciation Bonds" shall nean tho: Aonignated by suppienentel Resolution of tha Tasuars (ther Serial Bonds or Tera Bonds and vhich shall ‘bear interest Payable at maturity or redemption. “In the case of ‘Capital Appreciation "Bonds that are convertible to bonds with: intere piyablo’ price ¢9 maturity or prior to redungtion of such Bonds, ¢ Considered Capital Appreciation Bonds oni; Guring the period of tine prior te such conversion. : city Clerk® shai) nean the City Clerk of the Issuer, or such other person as may be duly authorized to act on hie or her behalf. "coda" shall mean the Internal Revenue Code of 1986, as amonded, and the regulations and rules thereunder in effect or Proposed. “construction Fund” shall mean the City of Cape Coral capita? Improvenent Revenue Bonds Construction Fund established pursuant to Section 4.03 hereof. "cost" or "costs", vhen used in connection with a Project, sha21, to the extent permitted by the Act, moan (1) the Teser’ cost of physical construction: (2) costs of acquisition by or for ‘the Isouer of such Project; (3), costs of land and intereats therein and the cost of the Tesuer incidental to auch acquisition; (4) the cost of any indemnity and surety bonds and preaiuns for inourance uring construction; (5) all interest dua to be paid on the Bonds and other obligations relating to the Project during, and if deamed advisable by the Issuer, for up to one (1) year after the end of, the construction period of such Project (6) engineering, Legal and other consultant feas and expenses? (7) costs financing incurred during, for up to one (1) year after the and of, the c for such Project, including audits, fees and expenses of any Paying Agent, Registrar, Insurer, Credit Sank or depository? (8) paynents, When due (whether at the maturity of principal or the due date of Interest or upon redemption) on any’ indebtedness of the Tesuer (ether than the Bonds) incurred for auch Project; (9) coats of Bachinery or equipnent required by the Tesuer for the comnencenent of operation of auch Project! (10) other costs or oxpensan vhich my be funded from proceeds of the Bends pursuant to the Act) and (ai) any other costs properly attributable to guch construction oF inition, as detarsined by generally accepted accounting principles and chell include reimburaenent to the Tesuer for any uch ions of cost heretofore paid by the Isouer, “Any SuppLenantal Resolution may provide for additions itoxs to be included in the aforesaid costs. council" shall mean the City Council of the Issuer. “credit Bank" shall mean as to any particular Series of Bonds, the person (other than an Insurer) providing a letter of credit, a iine of credit or another credit or Tiquidity enhancement facility, as designated in tho Supplemental Resolution providing for the issuance of such Bonds. scredit vacility" shall mean as to any particular Series of nondas etetter of crodit, a line of eredit or another eredit oF}iguidity onhancewent facility (ether than an insurance policy issued by an Insurer), as approved in the Suppleaental Resolution Providing for the issuance of auch Bonds. "Debt Service Fund" shall mean the city of Cape Coral Capital Yeprovenent Revenue Bonds Debt Service Fund established pursuant to Section 4.04 hereof. sEyent of Dofaut™ snail pean any Event of Default specified in Section 6.01 ‘of this Resolution. ny spas “Fiscal Year" shall mean the period commencing on October 1 gf each year and ‘continuing through the next succeeding September 30, or such other period as may be prescribed by law. “Ingurer™ shall mean, vith respect to the Series 1990 Bonds, aMBAC Indemnity. with respect to any other Series of jipsurer" shall moan such Porson as shall be in the business of insuring or guaranteeing the payment of principal of and interest, on municipal seouritios and vhose credit 4 of any action or consent required oF Pursuant to the terns of this Resolution, jnsured or guaranteed by it are then rated, because of such Ansurance or guarantee, in one of the two most mecure grades by Moody's Investors Service or Standard & Poor's Corporation. "Interest Account" shall mean the separate account in the Debt Service Fund established pursuant to section 4.04 hereof “Interest Date" or "interest paynont date" shall be such date or dates for the pa: of interest on a Series of Bonds as shall be provided by Supplemental Resolution. “Issuer” shall moan the City of Cape Coral, Florida. Maxim Annual Debt Service" shall nean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding, excluding all Fiecal Years which shall have ended prior to the Fiscal Year in which the Maximum Annual Debt Service shall at any time be computed. “Maximam Interest Rate" shall mean, with respect to any Particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in the Supplonontal Resolution of the ‘Issuer delineating the details of such Bonds, that shal! be the nmaxisum rate of interest such Bonds nay at any particular time bear in the. future in accordance with the terms of such Supplemental Mayor” shall mean the Mayor of the 1 may be duly authorized to act on hh jer and auch other ‘or her behalf. "g Investors Service" shall moan Moody's Investors Service, and any assigns or successors thereto, 1990 Project" shali mean the various improvements to parks within the boundaries of the Issuer, as more specifically described in the plans and specifications on’ file or to be on file with the Znsuer, with such changes, fons, additions or modifications to the enumerated improvezonts, oquipnont and faciiities, or euch other improvenents, as approved by the Council in accordance with the Act. A general description of the 1990 Project ia provided in Exhibit A attached hereto. ordinance" shall mean ordinance No. 71-90 of the Tesuer, enacted on Septenber 10, 1990, aa ananded and supplemented. outstanding", vhon used with reference to Bonds and as of any particular date, shell describe ‘all’ Bonds. thoretsfere ack Eheaupon ‘being authenticated and delivered except, (i) any, Bondin 240u of vhich another Bond or other Bonds have been {ssued under agraenent. to replace lost, "mtilated oF destroyed bonds tay eat Bond urrendared by tho Holder theraot in exchange tac weeny Be or other Bonds under goctiona 2-06 and 2-00 herast Gh bores deened ‘to have bean paid pursuant fo Section ¢.01 horsof’ ant yay Bonds cancelied aftar purchase in the open aerket oe hoses ot paysent at or redenption prior to maturity, paying agent® shall noon for each series of Bonds any pa; agent, or uch Sorieo of Bonds appointed by or pursuant ‘co nia Resolution and its successor or assigns, and sny other Person which pay at jeny tine be substituted in ite place pursuant. €0 this solution. sPorson" shall mean an individual, 2° corporation, « Partnership, an association, a Joint stock company, & eruse,” any Unincorporated organization ‘or governmental entity, “Bledgea Fonds shal pean (1) until applied in accordanc; with ‘the provisions of thie Resolution, alt 3 Yaventmonts thereat, in eh hereunder, except (Aj for the Unrostricted Revenue Account ané the Rebate Funds and (3) to the extent moneys on deposit in the Reserve Aecqune” shall’ be (pledged solely for the payuent of the Series, of Bonde for which st vas estaptised fnTaccordance vith the Provisions Nereot and (2) the Salen Sax Proceeds, *Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United states of Anerica or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable at the option of the obligor prior to maturity or (B) as to vhich irrevocable instructions have Beon given to the fiduciary for auch bonds or other obligations by tha obliger to give due notice of redexption and to call euch bonds for redauption on the date or dates epacified in such instructions, (2) which are fully secured as to principal, ‘rodenption premium, if any, and interest by a fund consisting only of cash or United States Obligations, secured in the nanner set forth in Section 8.02 hereof, which fund ‘nay be applied only to the paynent of such principal of, redemption preniun, if any, and interest on guch Bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates. pursuant to such Grrevecable instructions, as tha cage say be, (3) a9 to which the rincipal of and interest on the United st ‘tions, which Rive been deposited, in aueh und along with any, cash on deposit in such fund, are oufficlent, an verified by an independant certified Public accountant, to pay Principal of, redexption prenius, if any, End interest on the bonds or other obligations on the maturity or dates thereof or on the redenption date or dates specified in fhe irrevocable instructions referred to in clause (1) above, and (4) which are rated, based on the escrow, in the highest rating Gktagory of standard &"Poor'e Corporation and Woody’ Investors Service. Principal Account shall mean the separate account in the Debt service Fund established pursuant to Section 4.04 hereof: “project shell mean the 1990 Project and any Additional Rebate Fund" shall moan city of Cape coral capital jement Revenue Bonds Rebate Fund established pursuant to Saction 4.04 hereof. *pedemption Price" shall mean, with respect to any Bond or portion thereof, tha principal amount or portion thereof, plus the Eppiicable preaius, if any, payable upoh redemption thereof pursuant to such Bond or this Resolution."Refunding Securities" shall mean the United states Obligations and the Prerefunded Obligation: SRegistrar® shall nean for each Series of Bonds any registrar for Bonds appointed by or pursuant to this Resolution ond ite Successors and assigns, and any other Peron which nay at any tine be substituted in its place purauant to this Resolution: "Reserve Account” shall mean the separate account in the Debt Service Fund established pursuant to section 4.04 hereof. “Reserva Account Insurance Policy" shall mean an insurance policy or surety bond deposited in the Reserve Account in iiow of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A) (4) hereof. ‘Reserve Account Latter of Credit” shall mean an unconditional irrevocable letter of credit or line of credit or other credit facility (other than a Reserve Account Insurance Policy) deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(a) (4) hereof. “Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account, an amount equal to the lesser of (2) Maximum Annual Debt Service’ for all outatanding Bonds, oF (2) 325% of the average annual debt service for ail outstanding Bonds, or (3) such amount as shall be provided by supplezental Resolution of the Issuer and approved by Bond Counsel. In computing the Reserve Account. Requ! in respect of Bonds that constitute Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the lesser of (A) the interest rate for 30-year revenue bonds published by The Bond Buyer no more than two wacks prior to the date of sale for auch Bonds, or (8) the Maxinun Interest Rate. "Resolution" shall uean this Resolution, as the cae my fron Eine to Eine be anended, modified or aupplenented by Supplemental Resolution. “Restricted Revenue Account shall mean the separate account An the Revenue Fund established pursuant to Section 4.04 hereof. “Revenue Fund" shall mean the city of Cape Coral capital Improvenent Revenue Bonds Revenue Fund established pursuant to Section 4.04 hereof. "Sales Tax Proces#s" shall mean the proceeds of the local government half-cent sales tax distributed to the Issuer from the Local Government Half-Cent Sales Tax Clearing Trust Fund, jeribed in Faxt VI, Chapter 218, Florida statutes, 1, and to the extent provided by Supplenental Resolution of the Issuer, any additional sales tax revenues distributed to the Issuer and pledged to the paynent of the Bonds. "Serial Bonds" shal! mean all of the Bonds other than the Term Bond: "Series" shall moan all the Bonds delivered on original iesuance in a simultaneous transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless of variations in maturity, interest rate, ‘Amortization Installments or other provision "Series 1990 Bonds" shall mean the Ieouer's Capital Improvement Revenue Bonds, Series 1990 authorized pursuant to Section 2.02 hereof. "standard and Poor's Corporation" or "S&P" shall mean Standard and Poor's Corporation, and any assigns and successors thereto, ?"Stato" shall mean the state of Florida. "Subordinated Indebtedness" shall nean that Andebtedne: the Issuer, subordinate and junior to the Bonds ds sowed if eccordance with the provision af section 5:01 herset. sued in “Texable Bond® shail nean any Bond which states, in the bod thoreof, ‘that ‘the interest incose ‘therecn te ineteaitle ty ee groca thoone of ‘the Holder thereot for federal income ‘tautins Purposes or that auch interest ta subject to folesal incon ‘Tor Bondo" shall pean those Bonds which shall be designated sgateym Sendo Nocsby ox'by Supplenonted, Resahction of the Sasser em Bandatory rs ‘Anortization Sha witch "a ory redeaption ‘by Anortizati “United States Obligations" shall moan obligations described in paragraphs (1) and (2) of the definition of authorized Investments" (othar than obligations described in clause (2) (F) thereof). "United States Obligations" shall alo include direct. obligations of the United States Treasury vhich have been stripped by (the U.S. treasury, CATS, ‘TIGRE and similar securities “and obligations of agencies descrined in this definitions provided such obligations do not pernit redemption prior to maturity at the option of the obligor. ‘Unrestricted Revenue Account® shall mean the separate account 4n the Revenua Fund established pursuant to Section 4.04 hereof. “variable Rate Bonds" shail mean Bonds issued vith a variable, adjustable, convertible or other sinilar rate which is not fixed in percentage for the entire term thereof at the date of issue. ‘The terms "herein," “hereunder,” "hereby," "hereto," "hereof," and any sinilar terms, shall refer to thie Resolution: the term “heretofore” shall mean before the date of adoption of this Resolution; and the tern “hereafter” shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION, This Resolution is adopted purauant te the provisions of the Act. SECTION 1.03, RESOLUTION 70 CONSTITUTE CONTRACT. In conasderation of the purchase and acceptance of any or ali of the Bonds by those who sheil hold the sane from tina to tino, the Provisions of this Resolution shall be a part of the contract of Zhe Tester vith the Holders of the Bonds and any Credit Bank and Insurer and shail be deezed to be and chall constitute a contract between the Issuer and the Holders from tine to tine of the Bonds and any Credit, Bank and Ineurer. "the pledge mad jution and the provisions, covenants and agreonent orth to be perforsed ny or Gn behal® of the Teswer oheii be for ‘he equal benefit, protection and security of the Holders of any and all of oaid Bondo and for the benafit, protection and security of any Credit Bank and Insurer. All of ‘the Bondo, regardi ‘the tine or times of their issuance or maturity, shall bo of equal rank without preference, priority or distinction of any of thee Bonds over any other thereof except as expressly provided in pursuant to this Resolution. we il = SECTION 1.04. FINDINGS. It is hereby ascertained, daternined and declared: (a), Pursuant to the ordinance, the Issuer has heretofore found and determined that: (1) the Issuer has infrastructure seoue and requirenents related to its municipal parse in the form of oe 3990 Project which must bo constructed, acquired and. equipped in order to maintain the health and welfare cf tho oltisons of tin feauer! (2) the 1920 Project, vhion in part of the Zasuer"a ceplesy duprovenent program for park acquisition and. expansion, Pitt benefit all the citizens of the Taster and (3) the nose eficlent nd fairest nethod of financing the acquisition, construction and equipping of the 1990 Project is by the insuance of Bonds accured by the Pledged Funds. [B) That the Issuer deons it necessary, desirable and in the best interests of the Issuer that the 1990 Project be acquired at constructed, (c) That the 1990 Project shall be financed in part by the Brocesds of the Series 1990 Bonds ‘esued pursuant to th Resolution. {D) That the Pledged Funds are not pledged or encumbered in any manner. (2) That the estimated Plodgad Funds will be sufticient to yy the principal of and interest on the Series 1590 Bonde, to Totued pursuant to the ordinance and this Resolution, eo" the sane becone Gue, and aii other payzenta provided for in this Resolution (F) That the principal of and interest on the Bonds to be Aesued pursuant to the Ordinance and this Resolution, and all other yyuents provided for in this Resolution will be paid solely fron the Pledged Funds unless othervise paid by an Insurer or Credit Bank in Which case Pledged Funds my be used to reiuburse such Insurer or Credit Bank for payments of debt service on the Bonds made thereby. The ad valoron taxing power of the Issuer will never be necessary or authorized to pay the principal of ana interest on the Bonds to be issued pursuant to the Ordinance and this Resolution and, except as otherwise provided herein, the Bonds shall not constitute @ lien upon any property of the Taser. SECTION 1.05. AUTHORIZATION OF THE 1990 PROJECT. ‘The Issuer does heraby authorize the acquisition and construction of the 1990 Project.ARTICLE IE AUTHORIZATION, TERMS, RXECUTTON AND REGISTRATION OF BONDS SECTION 2.02. AUTHORIZATION OF BONDS. This Resolution cyeates an iosue Of Bonds of the Tesuer to be dovignated aa "Cicy Coral, Plorida Capital Improvement Revenue Bonds" which may ee 2 of the Bonds which nay ba one a Sivered under this Resolution is not Limited except se ia or ay hereafter be provided in this Resolution or as Linitod by the Ack or by lav, including the ordinance ‘Tha Bonds may, ¢ and vhen authorized by the Tesuer pursuant to this Resolution, ‘be issued in one or neve Serica, with such further “appropriate. particular “designations added” ‘to "or incorporated in such tiie Zor the Donda‘of any particular serie "the fester may deteraine and ao way be nocossary to dietinguish Such Bonds from the Bonds of any other Series. ‘Each Bond shall hear upon its face the designation #0 determined for the series to wnicn ie belonge. ‘The Bonda shall be issued for such purpose or purposes: shall bear interent at ach Tate or rates not exceeding the Raxinun Tate permitted by lav) and shall be payable in. iauful money of the Enited states of amarica on auch “datea) ail as deveruined by Suppleaental Resolution of the Tesuer- ‘The Bonds shal be issued in ouch denominations and such form, whether coupon er registered) shall be dated ouch date; ahail bea Buch numbers; shall be payable at such place or places) shall contain such redemption provisions) shall have such Paying agents and Registrars) shall mature in such years and anounte/ and the Proceods shall be used in such Supplenental Resolution of the Ts which say be secured by a Credit Facility or by a Bond Policy of an Insurer ail as shail be determined by Supplenental Resolution of the Issuer. SECTION 2.02. AUTHORIZATION AND DESCRIPTION OF SERIES 1990 Bonns. A Serica of Bonds entitled to the benefit, protection and security of this Resolution is hereby authorized in the aggregate principal amount of not exceeding $4,000,000 for the principal Purpose of acquiring and constructing the 1990 Project. Such Eeries of Bonds shall be designated as, and shall be distinguished fron the Bonds of all other Sories by the title, "city of cape Coral, Florida Capital Improvenent Revenue Bends, Series 1990" provided the Ieguer may change auch designation in the event that he totar amount of Series 1990 Bonds authorized herein are not fasued in a simultaneous transaction. the Series 1990 Bonds shall be dated as of the first day of ‘the month in which ocoure the delivery of the Series 1990 Bonds to the purchaser or purchasers thereof or such other date as may be jot forth by supplemental Resolution of the Issuer: shall be issued as fully registered Bonds; shall be numbered consecutively from one Upward in order of maturity preceded by the letter "R") shall. Yn such denoninations and shall boar interest at a rate or rate not exceeding the maximum rate permitted by law, payable in such Banner and on such dates; shall consist of such amounts of Serial Bonds, Tern Bonds, Variable Rate Bonds and Capital Appreciation Bonds} maturing in such amounts and in such years not oxceeding ‘such period ‘be permitted by the Act at the tine of issuance) shall be payable in such place or places? shall have such Paying Agente. and Registrars; and shall contain such redemption provisions; all as the Issuer shall provide hereafter by Supplenental Resolution. 20