Fort Walton Beach Resolution — 90-10-IDRB-Guidance Clinic — reading text

i i 2- k."I,i- WHEREAS, the City will issue its First Mortgage Revenue Bonds Okaloosa Guidance Clinic Project) Series 1990 ( the " Bonds"), in an amount not to exceed $ 1, 500, 000, pursuant to an Indenture of Trust dated as of March 1, 1990 ( the " Indenture") City and the trustee named therein by and between the the " Trustee") and will Agreement dated as of March 1, 1990 enter into a Loan the " Loan Agreement"), between the City and the Company under which the Ci ty will loan the proceeds of the Bonds to the Company and the Company will agree to make payments to the City in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds; WHEREAS, the City and Crestview desire to evidence their intention to finance the facilities through the execution of an Interlocal Agreement, substantially in the form presented to the City in connection with this Resolution; WHEREAS, the City wishes to authorize and approve certain documents in connection with the issuance of the Bonds, namely: a) the Indenture; b) the Loan Agreement; c) the Interlocal Agreement; d) the form of the Inducement Letter ( the " Purchaser Inducement Letter") from the Company to the City and the original purchaser of the Bonds ( the " Original Purchaser"); e) the form of Offer to Purchase ( the " Offer to Purchase") from the Original Purchaser to the City ( the Indenture), the Loan Agreement, the Interlocal Agreement, the Inducement Letter and the Offer to Purchase are referred to herein collectively as the " Program Documents") . WHEREAS, the City also wishes to authorize and approve the form of certain authorizing signatures used in connection with the Program Documents. NOW THEREFORE, BASED ON TIlE ABOVE PREMISES WHICH TIlE CITY HEREBY FINDS AND DETERMINES TO BE TRUE AND CORRECT, BE IT RESOLVED BY TIlE CITY COUNCIL OF FORT WALTON BEACH, FLORIDA, mAT: SECTION I. Authorization of Bonds. The City hereby authorizes the issuance of the Bonds in an aggregate principal amount not to exceed $ 1, 500, 000 on the terms and conditions set forth in the Program Documents and to take all action necessary provide to for the issuance and deli very of the Bonds, the execution and delivery of the Program Documents in connection therewith, and the sale of the Bonds Original Purchaser, pursuant to this Resolution to the and the Offer to Purchase; provided, however, that such Bonds shall be sold only to one institutional investor purchasing such Bonds for its own account and not with a view to further distribute such Bonds upon receipt by the City of an investment letter from such Original Purchaser in form and substance satisfactory to the Bond Counsel to the City and counsel to the City, and hereby ratifies and confirms all actions taken by the City prior to the date hereof in connection with the issuance, delivery and sale of the Bonds. The Bonds shall be dated, mature, bear interest, be subject to payment and redemption prior to payable maturity and Indenture. be as set forth in the The Bonds shall be issued in the form of fully registered Bonds without coupons, with such rights of exchangeability and transfer as set forth in the Indenture and shall' be in the form and executed and authenticated in the manner provided in the Indenture. The term " Bonds" as used herein shall be deemed to mean and include the Bonds as initially issued and Bonds issued in exchange thereof or in exchange for Bonds previously issued. Any Bond hereafter issued in exchange for the Bonds initially issued and delivered pursuant to the Indenture shall be executed in accordance with the provisions of the Indenture and such execution by the Mayor and City Clerk of the City, whether present or future, is hereby authorized. SECTION II. Approval, Execution and Delivery of the Indenture. The execution, delivery performance and of the Indenture, in substantially the form City on the date hereof, subject presented to the to such changes," additions and deletions as may be approved by the Mayor, City Clerk, City Manager or other officer of the City, is hereby approved and authorized , and the officers of the City are each hereby authorized to execute, attest and affix the City' s seal to the Indenture and to deliver the Indenture to the Trustee, which execution and delivery shall be conclusive evidence of the approval of any aforesaid changes, additions and deletions.  INDENTURE OF TRUST TABLE OF CONTENTS This Table of Contents is not a part of the Indenture of Trust and is only for convenience of reference.) Paqe PARTIES ........................................... 1 RECITALS .......................................... I GRANTING CLAUSES .................................. 2 ARTICLE I DEFINITIONS I . . . . . . . . . . . . I . . . . . . . . . . 5 ARTICLE II THE BONDS Section 2. 01. Authorized Amount Bonds ........ of 13 Section 2. 02. Issuance of Bonds ;;............... 13 Section 2. 03. Execution of Bonds ................ 16 Section 2. 04. Authentication .................... 16 Section 2. 05. Form Bonds ..................... of l7 17 Section 2. 06. Delivery of Bonds ................. Section 2. 07. Mutilated, Lost, Stolen or 18 Destroyed Bonds ................. Section 2. 08. Registration and Exchange of Bonds; Persons Treated as Owners 18 Section 2. 09. Destruction of Bonds .............. 20 Section 2. 10. Additional Bonds .................. 20 21 Section 2. 11. Temporary Bonds ............. '. . . . . . Interest to be Charged. . 22 Section 2. 12. No Illegal ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Dates and Prices ....... 23 Section 3. 0l. Redemption 24 Section 3. 02. Notice of Redemption .............. 25 Section 3. 03. Redemption Payments ............... Cancellation ...................... 25 Section 3. 04. Section 3. 05. Partial Redemption of Bonds ....... 26  ARTICLE VIII DISCHARGE OF LIEN I . . . . . . . . . . . . .