COMMISSIONERS AT THEIR MEETING MAY 2 7 1986 Resol. #86- B-07 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT MORE THAN $160,000,000 TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 1986, FOR THE PURPOSE OF PROVIDING FUNDS FOR EXPANSION OF THE ORANGE COUNTY CONVENTION/CIVIC CENTER AND ACQUISITION OF LAND FOR, DESIGN, CONSTRUCTION AND EQUIPPING OF AN ARENA, AUTHORIZING A FIRST SUPPLEMENTAL INDENTURE OF TRUST TO SECURE THE BONDS, AUTHORIZING AN ENDORSEMENT AGREEMENT WITH THE CITY OF ORLANDO TO PROVIDE FOR ADDITIONAL SECURITY FOR THE BONDS, AND MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING. WHEREAS, acting under authority granted by Section 125.0104 of Florida Statutes, the Board of County Commissioners of Orange County, Florida, on March 16, 1978, adopted and subsequently amended Ordinance No. 78-7 imposing the local option tourist development tax and adopting a plan that, as amended, is known as the "Tourist Development Plan". WHEREAS, in carrying out the Tourist Development Plan, Orange County (the "County") issued bonds secured by revenue from the tourist development tax and certain other limited sources in order to ' construct the publicly owned facilities known as the "Orange County Convention/Civic Center" or, simply, the "Civic Center". WHEREAS, pursuant to resolution adopted October 14, 1985, this Board authorized the issuance of, and the County issued, $47,875,000 Tourist Development Tax Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), which are secured by revenues from the tourist development tax and certain other limited sources for the purpose of refunding such previously issued bonds. WHEREAS, in order to provide for the security of the 'series 1985 Bonds the County entered into an Indenture of Trust (the "Original Indenture") dated as of December 1, 1985, with Southeast Bank, N.A., as Trustee (the "Trustee"). WHEREAS, it is now deemed necessary to issue additional bonds on a parity with the Series 1985 Bonds for the purpose of paying the cost of the Civic Center Project and Arena Project as hereinafter defined. WHEREAS, in order to provide for the security of the additional bonds, it is necessary to enter into a First Supple- mental Indenture of Trust between the County and the Trustee (the "Supplemental Indenture") in substantially the form here- inafter provided. The Original Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the "Indenture". WHEREAS, in order to proceed with the financing of the Civic Center and Arena Projects, the City of Orlando (the "City") has offered to provide additional security for the Series 1986 Bonds through payments to be made pursuant to an Endorsement Agreement in substantially the form hereinafter provided. NOW, THEREFORE, be it resolved by the Board of County Commissioners of Orange County, Florida: Section 1. Orange County, acting through its Board of County Commissioners, hereby authorizes (i) the design, con- struction, and equipping of an expansion of the Orange County Convention/Civic Center to approximately 771,000 square feet plus appurtenant facilities and improvements (the "Civic Center Project"); and (ii) the design, construction and equipping of and land acquisition for an arena with approximately 14,000 seats and potential for expansion up to 17,000 seats, including (without limitation) parking facilities, site preparation, landscaping, support facilities, and public works improvements related to the arena, all to be constructed, owned and operated by the City in accordance with the Endorsement Agreement in substantially the form hereinafter provided (the "Arena Project"). Section 2. For the purpose of paying the cost of the pro- jects described in Section 1 hereof, including the payment of all fiscal, legal, bond insurance and other expenses properly incident thereto and to the issuance of such bonds, and also including the capitalization of interest and a debt service reserve (or the payment of the cost of an insurance policy or performance bond to serve as a reserve), there is hereby authorized the issuance of Tourist Development Tax Revenue Bonds, Series 1986, (the "Series 1986 Bonds") of Orange County in the aggregate principal amount of not more than $160,000,000. The Series 1986 Bonds shall bear interest at the maximum rate permitted by Section 215.84, Florida Statutes, or such lesser rate or rates as may be established upon the sale thereof. Principal of and redemption premium, if any, on the Series 1986 Bonds shall be payable in lawful money of the United States of America at the principal office of the Trus- tee, and interest shall be paid by wire transfer, check or draft, all as more particularly provided in the Supplemental Indenture. The bonds shall be dated and shall mature on such dates not later than 35 years from the date of such bonds as may be provided by subsequent resolution of this Board of County Commissioners. The bonds may be term bonds maturing in one or more years but subject, in large part, to mandatory redemption prior to maturity, or may be serial bonds or any combination of such term bonds and serial bonds. Some or all of the bonds may be made subject to redemption at the option of the County prior to maturity under terms and conditions to be prescribed by subsequent resolution. The Series 1986 Bonds may be issued in one or more series and each series shall bear such series designation as shall be prescribed by subsequent resolution. The Series 1986 Bonds shall be signed by the Chairman and shall be attested by the County Comptroller and ex officio Clerk of the Board of County Commissioners (both of whose signatures may be by facsimile) and shall have the facsimile of the County seal printed thereon. The Series 1986 Bonds shall be issued in fully registered form in the manner and with the effect prescribed by the Indenture. Section 3. In order to provide for the payment of the Series 1986 Bonds and to express the contract between the County and the holder or holders of the Bonds, the Chairman or the Vice Chairman of the Board of Commissioners and the County Comptroller are authorized and directed to execute and deliver to the Trustee, the Supplemental Indenture substantially in the form attached hereto as Exhibit A. The Bonds herein authorized shall be substantially in the form prescribed by the Supplemental Indenture. Section 4. In order to supplement the County's tax revenues and thereby facilitate the issuance of the Series 1986 Bonds, the Chairman or the Vice Chairman of the Board of County Commissioners is authorized and directed to execute and deliver an Endorsement Agreement with the City of Orlando substantially in the form attached to the Supplemental Indenture as Appendix A thereto (the "Endorsement Agreement"). Section 5. The Series 1986 Bonds shall be issued as Parity Bonds as defined in Article I of the Original Indenture and shall be secured by the Indenture on a complete parity with the Series 1985 Bonds, but shall be issued only if and when (i) all conditions for the issuance of such Series 1986 Bonds as Parity Bonds expressed in Section 5.3 or Section 5.4 of the Original Indenture shall have been satisfied; (ii) legislation amending Section 125.0104 Florida Statutes to permit an increase in the rate of the local option tourist development tax to at least 3% shall have taken effect; (iii) the Board of County Commissioners of Orange County shall have duly adopted an ordinance or taken other action, as necessary, to increase the rate of the tourist development tax to 3% and such ordinance or other action shall have taken effect, and (iv) the City of Orlando shall have agreed to make payments as provided in Section 3.1 of the Endorsement Agreement. Section 6. Notwithstanding the fact that the legislation described in clause (ii) of Section 5 may not yet have passed or taken effect, the County Attorney is hereby authorized and directed to institute appropriate proceedings for the validation of the Series 1986 Bonds and the proceedings incident thereto. The County Attorney is authorized to institute such proceedings either separately or jointly with the City of Orlando. Section 7. All Pledged Revenues (as defined in the Original Indenture) are hereby pledged to the timely payment of principal of and interest on the Series 1986 Bonds on a parity with the Series 1985 Bonds, all as more particularly provided in the Original Indenture. All revenues received by the County pursuant to Subsection 3.1.1 of the Endorsement Agreement are Supplemental Revenues, as defined by the Original Indenture, and are, accordingly, pledged to the prompt payment of the interest on and principal of the Series 1985 Bonds, the Series 1986 Bonds, and any Parity Bonds (as defined in the Indenture), all in accordance with Article IV of the Original Indenture, until the City's obligation to make payments under Subsection 3.1.1 of the Endorsement Agreement is terminated pursuant to Subsection 3.1.4 of such agreement. Section 8. The Series 1986 Bonds shall be sold at the price of not less than 95% of par and accrued interest to the date of delivery. In accordance with Section 218.385(1) (a) of Florida Statutes, the County hereby finds that the Series 1986 Bonds are of a type not generally sold in the municipal bond market and that, under prevailing market conditions, bonds which differ from obligations generally sold in such market place are most advantageously sold at negotiated sale rather than public sale; that a negotiated sale of the Series 1986 Bonds is necessary and in the best interests of the County and that the Series 1986 Bonds shall be sold at negotiated sale.