HomeMy WebLinkAbout1999 09 27 Regular Item E
COMMISSION AGENDA
ITEM
E
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR XX
September 27, 1999
Meeting
~PT
Authorization
REQUEST: The City Manager requests the City Conmlission approve Resolution No. 896
authorizing the issuance of Special Assessment Revenue Bond Anticipation Notes, Series 1999
not to exceed $2,500,000 for the Tuscawilla Lighting and Beautification District.
PURPOSE: The purpose of this Agenda item is to approve Resolution No. 896 authorizing the
issuance of Special Assessment Revenue Bond Anticipation Notes, Series 1999 not to exceed
$2,500,000 for the funding of improvements within the Tuscawilla Lighting and Beautification
District.
CONSIDERATIONS:
1. Long term financing is needed to pay the cost of capital improvements for the
Assessment District approved by the Commission on August 9th, 1999.
2. As a result ofthe current escalation of interest rates on long term Bonds, the
City's financial advisor is recommending that the first five years of debt for the Assessment
District Capital Improvement program be financed through a 5-year RA.N. (Bond Anticipation
Note). The RA.N. provides very low interest rates (4.2%) and can be called and converted to
long term bonds at anytime that long term interest rates become more favorable during the 5 year
period.
3. Capital Assessments Revenues are sufficient to pay the annual debt service ofthe
Bond Anticipation Notes.
RECOMMENDATION:
It is recommended that the Commission approve Resolution No. 896 for the issuance of
Special Assessment Revenue Bond Anticipation Notes in an amount not to exceed $2,500,000.
ATTACHMENTS:
1. Resolution No. 896
2. Debt Service Schedule
3. GSG final assessment rate letter of September 161,\ 1999.
4. Gardner, Michael Capital, Inc. letter of September 201\ 1999
COMMISSION ACTION:
RESOLUTION NO. 896
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,300,000 CITY OF
WINTER SPRINGS, FLORIDA SPECIAL ASSESSMENT REVENUE BOND
ANTICIPATION NOTES, SERIES 1999 (TUSCAWILLA LIGHTING AND
BEAUTIFICATION DISTRICT); PROVIDING FOR THE FORM OF SUCH
NOTES; PROVIDING FOR THE PAYMENT THEREOF AND ENTERING
INTO CERTAIN COVENANTS AND AGREEMENTS WITH THE OWNERS
THEREOF; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA AS FOLLOWS:
SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to
Chapter 166, Part II, Florida Statutes, Section 215.431, Florida Statutes, Chapter 72-718, Laws
of Florida, Special Act of 1972, as amended, a resolution of the City of Winter Springs, Florida
(the "Issuer" or the "City") adopted September 27, 1999, and other applicable provisions oflaw.
SECTION 2. DEFINITIONS. The capitalized terms not otherwise defined in this
Resolution shall have the meaning attributable to the same capitalized terms in Section 2 of the
Bond Resolution hereinafter defined and shall be applicable to the Notes as though set forth in
full herein.
"lllitial Purchaser" shall mean Bank of America, N.A, d/b/a NationsBank, N.A.
"Noteholder" or "Holder" or any similar term shall mean any Person who shall be the
registered owner of any Outstanding Notes according to the registration books of the Issuer.
"Resolutioll" means this resolution as supplemented and amended in accordance with the
provisions hereof.
. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
A On September 27, 1999, the Issuer adopted a resolution (which resolution
as amended and supplemented is herein called the "Bond Resolution") entitled:
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AUTHORIZING THE ISSUANCE BY THE ISSUER OF NOT EXCEEDING
$2,500,000 IN AGGREGATE PRINCIP AL AMOUNT OF SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 1999 . (TUSCA WILLA
LIGHTING AND BEAUTIFICATION DISTRICT), TO FINANCE A PART OF
THE COST OF CONSTRUCTING RIGHTS-OF-WAY, SUBDIVISION
WALLS AND SUBDIVISION ENTRANCEW A YS WITHIN THE
TUSCA WILLA LIGHTING AND BEAUTIFICA TION DISTRICT, TO
PURCHASE A SURETY BOND FOR DEPOSIT TO THE RESERVE FUND
AND TO PAY THE COSTS OF ISSUANCE OF THE NOTES; PLEDGING TO
SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE
BONDS, CERTAIN PLEDGED REVENUES INCLUDING THE PROCEEDS
ORL#511302.05
OF THE NON-AD VALOREM SPECIAL ASSESSMENTS LEVIED BY THE
ISSUER AGAINST PROPERTY WITH SUCH ASSESSMENT AREA
SPECIALLY BENEFITED BY SUCH PROJECT; COVENANTING TO
BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON-
AD VALOREM FUNDS TO PAY DEBT SERVICE ON SUCH BONDS TO
THE EXTENT SUCH SPECIAL ASSESSMENTS ARE INSUFFICIENT TO
DO SO; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDERS OF THE BONDS; AND PROVIDING AN
EFFECTIVE DATE.
authorizing the issuance of not exceeding $2,500,000 principal amount of City of Winter
Springs, Florida Special Assessment Revenue Bonds, Series 1999 (Tuscawilla Lighting and
Beautification District) (the "Bonds") of the Issuer, for the purpose of financing the cost of the
acquisition and construction by the Issuer of the Project.
B. It is necessary and urgent that funds be made immediately available in
order to provide money for the acquisition and construction of the Project at this time. The Issuer
must, therefore, anticipate the receipt by it of the proceeds to be derived from the sale of the
Bonds, and the Issuer has determined it to be in the best interest of the Issuer that fully registered
interest bearing notes of the Issuer in the amount of not exceeding $2,300,000 (the "Notes") be
authorized pursuant to this Resolution in anticipation of the receipt by the Issuer of the proceeds
from the sale of the Bonds. The Notes will be secured by and payable from the proceeds to be
derived from the sale of the Bonds or such other bonds as the Issuer has covenanted herein to in
good faith endeavor to issue, if the terms, limitations and conditions for the issuance of the
Bonds cannot be met immediately preceding the date of proposed issuance of the Bonds and the
principal of and interest on the Notes will also be payable from and secured by a lien upon and a
pledge of the Assessments, and until applied in accordance with the provisions of the Resolution,
the proceeds of the Notes and all moneys including investments in the funds and accounts
established hereunder, except the Rebate Fund (collectively the "Pledged Revenues").
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the
acceptance of the Notes authorized to be issued hereunder by those who shall hold the same from
time to time, this Resolution shall be deemed to be and shall constitute a contract between the
Issuer and such Holders. The covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of the legal Holders of any and all of
the Notes, all of which shall be of equal rank and without preference, priority or distinction of
any of the Notes over any other thereof, except as expressly provided therein and herein.
SECTION 4. AUTHORIZATION OF BOND ANTICIPATION NOTES. Subject and
pursuant to the provisions hereof and in anticipation of the sale and delivery of the Bonds,
obligations of the Issuer to be known as "Special Assessment Revenue Bond Anticipation Notes,
Series 1999 (Tuscawilla Lighting and Beautification District), herein defined as the "Notes," are
authorized to be issued in the aggregate principal amount of not exceeding $2,300,000.
SECTION 5. DESCRIPTION OF THE NOTES. The Notes shall be issued in fully
registered form in denominations of $100,000 or in equal multiples of $5,000 in excess thereof.
The Notes shall be dated as of such date as the Issuer may provide by subsequent resolution;
shall bear interest at a rate not exceeding the maximum legal rate, said interest to be payable as
determined by a subsequent resolution of the Issuer and shall mature at a date, as determined by
ORL#511302.05
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subsequent resolution of the Issuer. Debt service on the Notes, when due, shall be payable in any
coin or currency of the United States of America which, at the date of payment thereof, is legal
tender for the payment of public and private debts. Interest on the Notes shall be paid when due
to the registered Owner of Notes at the close of business on the fifteenth day of the calendar
month immediately preceding such interest payment date (the "Record Date"); provided,
however, that on or after the occurrence and continuance of an Event of Default in the payment
of interest and principal on Notes such interest and principal shall be made by the Paying Agent
to such person, who, on a special record date which is fixed by the Paying Agent, which shall be
not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed
payment, at the address as it appears on the registration books of the Registrar as the registered
Owner ofa Note (a "Special Record Date"). Any payment of principal or Redemption Price shall
be made. only upon presentation of the Note at the office of the City Clerk as Paying Agent.
Payment of interest shall be made by check or draft or by wire transfer to the registered Owner,
if such Owner requests such method of payment in writing prior to the Record Date for the
respective interest payment to such account as shall be specified in such request, but only if the
registered Owner owns not less than $1,000,000 in aggregate principal amount of the Notes or all
of the Outstanding Notes.
SECTION 6. NOTES TO BE LIMITED OBLIGATIONS OF ISSUER. The Notes and
the transactions contemplated hereby shall be limited obligations of the Issuer payable by the
Issuer solely from the Pledged Revenues, in accordance with the terms hereof. The Notes and the
transactions contemplated hereby shall not constitute an indebtedness of the Issuer, the State or
any political subdivision or agency thereof within the meaning of any State constitutional
provision or statutory limitation. The Notes. and all other obligations of the Issuer and the
transactions contemplated hereby shall not be a charge against the general credit or taxing
powers of the Issuer, the State or any political subdivision or agency thereof. The Notes and the
transactions contemplated hereby shall not give rise to a pecuniary liability of the Issuer, the
State or any political subdivision or agency thereof.
Anything herein or in the Notes to the contrary notwithstanding, (a) the Issuer shall never
be required to (i) levy any ad valorem taxes on any property to pay the principal of, premium, if
any, or interest on the Notes or (ii) pay the same from any funds of the Issuer other than the
Pledged Revenues; and (b) the Notes shall not constitute a lien upon any property owned by or
situated within the territorial limits of the Issuer except the Pledged Revenues.
Members of the City Commission and officers and employees and consultants of the
Issuer are not personally liable on the Notes and are not personally liable for an act or omission
related to the authorization or issuance of the Notes.
SECTION 7. EXECUTION OF NOTES. The Notes shall be signed by, or bear the
manual or facsimile signature of the Mayor or Vice Mayor of the Issuer, and shall be attested by,
or bear the manual or facsimile signature of, the Clerk or the Assistant City Clerk of the Issuer
and a facsimile of the official seal of the Issuer shall be imprinted on the Notes.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Notes shall cease to be such officer before the delivery of such Notes, such signature or such
facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has
remained in office until such delivery. Any Note may bear the facsimile signature of or may be
signed by such persons who, at the actual time of the execution of such Note, shall be the proper
ORL#511302.05
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officers to sign such Notes although, at the date of such Note, such persons may not have been
such officers.
SECTION 8. AUTHENTICATION OF NOTES. Only such of the Notes as shall have
endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth,
duly executed by the Clerk as Registrar, as authenticating agent, shall be entitled to any benefit
or security under this Resolution. No Note shall be valid or obligatory for any purpose unless
and until such certificate of authentication shall have been duly executed by the Registrar, and
such certificate of the Registrar upon any such Note shall be conclusive evidence that such Note
has been duly authenticated and delivered under this Resolution. The Registrar's certificate of
authentication on any Note shall be deemed to have been duly executed if signed by an
authorized officer of the Registrar, but it shall not be necessary that the same officer sign the
certificate of authentication of all of the Notes that may be issued hereunder at anyone time.
SECTION 9. EXCHANGE OF NOTES. Any Notes, upon surrender thereof at the office
of the Registrar, together with an assignment duly executed by the Noteholder or his attorney or
legal representative in such form as shall be satisfactory to the Registrar, may, at the option of
the Owner, be exchanged for an aggregate principal amount of Notes equal to the principal
amount of the Note or Notes so surrendered.
The Registrar shall make provision for the exchange of Notes at the office of the
Registrar. The Issuer and Registrar shall not be obligated to make any exchange of Notes during
the fifteen (15) days next preceding an interest payment date or in the case of any proposed
redemption of Notes during the fifteen (15) days next preceding the redemption date established
for such Notes.
SECTION 10. NEGOTIABILITY, REGISTRATION AND TRANSFER OF NOTES.
The Registrar shall keep books for the registration of and for the registration of transfers
of Notes as provided .in this Resolution. The transfer of any Notes may be registered only upon
such books and only upon surrender thereof to the Registrar together with an assignment duly
executed by the Holder or his attorney or legal representative in such form as shall be
satisfactory to the Registrar. Upon any such registration of transfer, the Issuer shall execute and
the Registrar shall authenticate and deliver in exchange for such Note, a new Note or Notes
registered in the name of the transferee, and in an aggregate principal amount equal to the
principal amount of such Note or Notes so surrendered. The Issuer and Registrar shall not be
obligated to make any transfer of Notes during the fifteen (15) days next preceding an interest
payment date or in the case of any proposed redemption of Notes during the fifteen (15) days
next preceding the redemption date established for such Notes.
In all cases in which Notes shall be exchanged, the Issuer shall execute and the Registrar
shall authenticate and deliver, at the earliest practicable time, a new Note or Notes in accordance
with the provisions of this Resolution. All Notes surrendered in any such exchange or
registration of transfer shall forthwith be canceled by the Registrar. The Issuer or the Registrar
may make a charge for every such exchange or registration of transfer of Notes sufficient to
reimburse it for any tax or other governmental charge required to be paid with respect to such
exchange or registration of transfer, but no other charge shall be made to any Holder for the
privilege of exchanging or registering the transfer of Notes under the provisions of this
Resolution.
ORL#511302.05
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SECTION 11. OWNERSHIP OF NOTES. The person in whose name any Note shall. be
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of the principal or redemption price of any such Note, and the interest
on any such Notes shall be made only to or upon the order of the registered owner thereof or his
legal representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Note including the premium, if any, and interest thereon to the extent of the
sum or sums so paid.
SECTION 12. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any
Note shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion
cause to be executed, and the Registrar shall authenticate and deliver, a new Note of like date
and tenor as the Note so mutilated, destroyed, stolen or lost in exchange and substitution for such
mutilated Note upon surrender and cancellation of such mutilated Note or in lieu of and
substitution for the Note destroyed, stolen or lost, and upon the Holder furnishing the Issuer and
the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such
other reasonable regulations and conditions as the Issuer and the Registrar may prescribe and
paying such expenses as the Issuer and the Registrar may incur. All Notes so surrendered shall
be canceled by the Issuer. If any of the Notes shall have matured or be about to mature, instead
of issuing a substitute Note, the Issuer may pay the same, upon being indemnified as aforesaid,
and if such Note be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Notes issued pursuant to this Section shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Notes be at any time found by anyone, and such duplicate Notes shall be entitled to
equal and proportionate benefits and rights as to lien on and source and security for payment
from the funds, as hereinafter pledged, to the same extent as all other Notes issued hereunder.
SECTION 13. PROVISIONS FOR REDEMPTION. The Notes shall be subject to
redemption prior to their maturity, at such times and in such manner as shall be fixed by
supplemental resolution of the Issuer prior to or at the time of sale of the Notes.
Notice of such redemption shall, at least ten (10) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Owners of Notes to
be redeemed at their addresses as they appear on the registration books hereinbefore provided
for, but failure to mail such notice to one or more Owners of Notes shall not affect the validity of
the proceedings for such redemption with respect to Owners of Notes to which notice was duly
mailed hereunder. Each such notice shall set forth the date fixed for redemption, the redemption
price to be paid and, if less than all of the Notes of one maturity are to be called, the distinctive
numbers of such Notes to be redeemed and in the case of Notes to be redeemed in part only, the
portion of the principal amount to be redeemed.
Any notice of optional redemption, other than with respect to an advance refunding, shall
be circulated only if sufficient funds have been deposited in the Debt Service Fund to pay the
redemption price of the Notes to be redeemed.
Official notice of redemption having been given as aforesaid, the Notes or portions of
Notes to be redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified, and from and after such date (unless the Issuer shall default in the
payment of the redemption price) such Notes or portions of Notes shall cease to bear interest.
ORL#511302.05
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Upon surrender of such Notes for redemption in accordance with said notice, such Notes shall be
paid by the Registrar at the redemption price. Installments of interest due on or prior to the
redemption date shall be payable as herein provided for payment of interest. Upon surrender for
any partial redemption of any Note, there shall be prepared for the Owner a new Note or Notes
of the same maturity in the amount of the unpaid principal of such partially redeemed Note. All
Notes which have been redeemed shall be canceled and destroyed by the Registrar and shall not
be reissued.
SECTION 14. FORM OF NOTES. The Notes shall be in substantially the following
form, with only such omissions, insertions and variations as may be necessary and desirable and
permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the
issuance thereof.
ORL#5\ 1302.05
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[FORM OF NOTE]
No. R-1
$2,250,000
UNITED STATES OF AMERlCA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRlNGS
SPECIAL ASSESSMENT REVENUE BOND ANTICIPATION NOTE, SERIES 1999
(TUSCA WILLA LlGBTNG AND BEAUTIFICATION DISTRICT)
MA TURlTY DATE:
SeptemQer 30, 2004
INTEREST l~A.. TE:
DATED DATE:
October 5, 1999
Registered Owner.
Bank of America, N.A. d/b/a NationsBank, N.A.
Principal Amount:
'!WO MILLION TWO HUNDRED FlFTY THOUSAi'\1D AND NOIlOO
DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received. hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity Date
identified above. upon the presentation and surrender hereof at the office of the City Clerk of the
Issuer, solely from the revenues hereinafter mentioned. the Principal Amount identitied above in any
coin or currency of the United States of America ,,,'hieh on the date of payment thereof is legal tender
for the payment of public and private debts, and to pay, solely from said sources. to the Registered
Owner hereof by check or draft or wire transfer transmitted to the Registered Owner at his address as
it appears on the registration books of the Issuer as it appears on the 15th day of the calendar month
preceding the applicable interest payment date, intere!>t on said Principal Amount at the Interest Rate
per annum (computed on the basis of a 360-day year of twelve 30-day months) identified above
(subject to adjusonent as ht:reinafter provided) on each April I and October 5 commencing April I,
2000 from the interest payment date next preceding the date of registration and authentication of this
Note, unless this Note is registered and authenticated as of an interest payment date, in which case it
shall bear interest from said interest payment date. or unless this Note is registered and authentica\ed
prior to April I, 2000, in which event this Note shall bear interest from October 5, 1999.
In the event of a Determination of Taxability (as hereinafter oefined), the interest rate on this
Note shall be changed to the Taxable Rate (as hereinafter defined) effective retroactively to the date
on which such Determination of Taxability was made. Immediately upon a Detennination of
Taxability, the Issuer agrees to pay to the holder of this Note the Additional !\mount (as defined
herein). .. Additional Amount" means (i) the difference between (A) interest on this !\:"ote for the
period commencing on the date on which the interest on this Note (or portion thereof) loses its tax-
ex.empt status and endin~ on the earlier of the date such Note ceased to be Outstanding or such
adjustment is no longer applicable to such Note (the "Taxable Period") at a rate per annum equal to
the Tax.able Rate as adjusted from time to time on the same dates and in the same manner as the
interest on this Note was or would be otherwise paid, and (B) the aggregate amount of inrerest
payable on this Note for the Tax.able Period without considering the Detennination of Taxability,
plus (ii) any penalties and intere3t paid or payable by such Notcholder to the Intc:rn~l Revenue
Service be reason of such Determination ofTaxability.
ORUS! Ij02.0S
7
"Determination of Taxability" shall mean the circumstance of interest paid or payable on this
Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a
consequence of any act, omission or event whatsoever and regardless of whether the same was within
or beyond the control of the Issuer. A Determination of Taxability will be deemed to have occurred
upon (a) the receipt by the Issuer or a Noteholder of an original or a copy of an Internal Revenue
Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any
interest payable on this Note is includable in the gross income of such Noteholder; (b) the issuance of
any public or private ruling of the Internal Revenue Service that any interest payable on this Note is
includable in the gross income of the Noteholder; or (c) receipt by the Issuer or a Noteholder of an
opinion of Bond Counsel acceptable to the Issuer and the Noteholder that any interest on this Note
has become includable in the gross income of such Noteholder for federal income tax purposes. For
all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as
of which the interest on this Note is deemed includable in the gross income of the Noteholder. A
Determination of Taxability shall not occur solely from the fact that such interest is taken into
account in determining adjusted current earnings for the purpose of the alternative minimum income
tax imposed on corporations.
"Taxable Rate" means the interest rate on this Note multiplied by 1.5.
(a) The interest rate on this Note shall also be subject to adjustment as described below.
The holder of this Note shall promptly notify the Issuer in writing of any such adjustments. Such
adjustments shall become effective as of the effective date of the event causing such adjustment.
Such adjustments may be retroactive. The Noteholder shall certify to the Issuer in writing the
additional amount, if any, due to the Noteholder as a result of such an adjustment.
(b) The interest rate on this Note shall be adjusted as follows:
(i) Alternative Minimum Tax Where Interest on this Note is a Dire.ct Tax
Preference Item. If the Noteholder or its holding company pays an alternative minimum tax
in any tax year and the interest on this Note is a direct tax preference item under Section
57(a)(5) or any successor provision of the Code then the interest rate on this Note for the
period during such tax year in which interest is accruing on this Note shall be increased
during such accrual period by an amount equal to (A - B) x C where:
(A) A equals the interest rate on this Note expressed as a percentage;
(B) B equals the Noteholders's Adjusted Cost of Funds; and
(C) C equals the maximum marginal rate of the alternative minimum tax
expressed as a decimal (currently .20).
Noteholder's Adjusted Cost of Funds shall mean the fraction (expressed as a percentage),
determined by the Noteholder, the numerator of which is the total interest expense of the Noteholder
for each calendar year and the denominator of which is the total average adjusted bases of all assets
of the Noteholder during the calendar year as determined under Section 265(b )(2)(B) of the Code or
any successor provision thereto.
(ii) Alternative Minimum Tax Where Interest .on this Note is an Indirect Tax
Preference Item. If the Noteholder or its holding company pays an alternative minimum tax
in any year and the interest on this Note is not a direct tax preference item under Section
57(a)(S) or any successor provision of the Code, but is an indirect tax preference item
because of the application of Section 56(g) or any successor provision of the Code then the
ORL#511302.05
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interest rate on this Note for the period during such tax year in which interest is accruing on
this Note shall be increased during such accrual period by an amount equal to (A - B) x C
where:
(A) A equals the interest rate on this Note expressed as a percentage;
(B) B equals the Noteholder's Adjusted Cost of Funds; and
(C) C equals 75% of the maximum marginal rate of the alternative
minimum tax expressed as a decimal, or, if the Code is amended to
effectively increase or decrease the percentage of interest on this Note
which is subject to such indirect alternative minimum tax, then C
shall equal the percentage of such interest which is effectively subject
to such indirect alternative minimum tax.
(iii) Loss of Federal Income Tax Deduction for State Income Taxes. If the federal
income tax deduction for state income taxes paid on the interest payments received under this
Note during any period is reduced because of any change in the tax laws or regulations and
the Noteholder is then subject to payment of state income tax on the interest on this Note then
the interest rate on this Note shall be increased during such period by an amount equal to A x
B x C x D where:
(A) A equals the fraction (expressed as a decimal) of the total state
income tax disallowed as a result of such tax law change;
(B) B equals the rate of the applicable state income tax (expressed as a
decimal);
(C) C equals the maximum federal corporate tax rate then in effect for the
Noteholder (expressed as a decimal); and
(D) D equals the interest rate on this Note (expressed as a percentage).
(iv) Partial Taxability. If the interest payments received under this Note during
any period become partially taxable to the extent not otherwise taxable on the date of
issuance thereof because of any change in the tax laws or regulations, then the interest rate on
this Note shall be increased during such period by an amount equal to (A - B) x C where:
(A) A equals the Taxable Rate (expressed as a percentage);
(B) B equals the interest rate on this Note (expressed as a percentage);
(C) C equals the fraction of the interest rate on this Note which has
become taxable as the result of such tax change (expressed as a
decimal).
(v) Other Changes in Tax Laws. If the tax laws or regulations are amended to
cause the interest on this Note to become taxable to the extent not otherwise taxable on the
date of issuance thereof, to be subject to a minimum tax or an alternative minimum tax or to
otherwise decrease the yield on this Note to the Noteholder (directly or indirectly, other than
a change described in (i) through (iv) above or because of a Determination of Taxability),
then the interest rate on this Note shall be adjusted to cause the yield on this Note to equal
ORL#511302.05
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what the yield on this Note would have been in the absence of such change or amendment in
the tax laws or regulations. If the tax laws or regulations are amended to increase the yield
on this Note to the Noteholder, then the Noteholder shall adjust the interest rate on this Note
to cause the yield on this Note to equal what the yield on this Note would have been in the
absence of such change or amendment in the tax laws or regulations.
(c) The above adjustments shall be cumulative, but in no event shall the interest rate on
this Note exceed the maximum rate permitted by law. Interest on this Note and all other tax rates and
interest rates are expressed as annual rates. However, proper partial adjustment shall be made if the
tax law change is effective after the first day of the Noteholder's tax year or if interest on this Note
does not accrue for the entire tax year of the Noteholder. Adjustments which create a circular
calculation because the interest rate on this Note is affected by the calculation shall be carried out
sequentially, increasing the interest rate on this Note accordingly in each successive rate on this Note,
until the change on the interest rate on this Note caused by the next successive calculation of the
adjustment is de minimis. If more than one of paragraphs numbered (i) through (v) above applies,
then the interest rate on this Note shall be adjusted in the order in which listed above.
Notwithstanding the other provisions set forth herein, to the extent any law or regulation
enacted subsequent to the repayment of this Note retroactively reduces the Noteholder's yield on this
Note, the provisions regarding adjustments to interest rates shall survive the repayment on this Note
for a period not to exceed two (2) years after such repayment.
(d) To the extent an adjustment to the interest rate on this Note is not effected within
three (3) months of the event giving rise to the adjustment, the additional interest due as a result of
such adjustment shall be paid with interest thereon compounded monthly at the rate which is equal to
the interest rate on this Note; provided, however, in no event shall such interest rate exceed the
maximum rate permitted by law. Subject to the provisions of (a) hereof, all unpaid amounts
determined to be owing as a result of such calculation shall be due and payable within ten (10) days
after delivery of written notice of the amount of such adjustment, and shall be paid to the Noteholder
of record during the period to which the adjustment relates. This obligation shall survive the
payment and cancellation of this Note.
(e) The Issuer hereby covenants to pay any additional payments due to the Noteholder
pursuant to the provisions hereof from legally available funds of the Issuer derived from any source
whatever which are legally available to make the payments required herein. Such covenant and
agreement on the part of the Issuer to make such payments shall be cumulative to the extent not paid
and shall continue until legally available funds in amounts sufficient to make all required payments
hereunder shall have been actually paid.
(f) In the event the maturity of this Note is accelerated or prepaid in accordance with the
provisions of the Resolution, then such amounts that constitute payments of interest, together with
any costs or considerations which constitute interest under the laws of the State of Florida, may never
exceed an amount which would result in payment of interest at a rate in excess of (i) the applicable
maximum rate of interest allowed by Sections 215.84 and 159.825(4), Florida Statutes, as amended,
or (ii) the nonusurious interest allowed by the laws of the State of Florida or the United States of
America to the extent applicable, as presently in effect and to the extent such increase is allowable by
such laws; and excess interest, if any, shall be cancelled automatically as of the date of such
acceleration, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but
such crediting shall not cure or waive any default under the Resolution, as hereinafter defined.
ORL#511302.05
10
The Issuer acknowledges and agrees that its timely and complete compliance with all of the
terms and conditions contained in this Note is material consideration for the loan made hereunder.
The Issuer's failure to timely and completely comply with each and every term and condition
contained in this Note is, at the Noteholder's option, an event of default under this Note. In addition
to all other rights and remedies Noteholder has, the Noteholder may, in its sole discretion, elect to
waive such default or to forbear to exercise its rights and remedies for such default and may charge
the Issuer a fee for agreeing to do so.
This Note is one of an authorized issue of Notes in the aggregate principal amount of
$2,250,000 of like date, tenor and effect, issued to acquire, construct and erect certain capital
improvements within the Tuscawilla Lighting and Beautification District located within the
jurisdiction of the Issuer, all in full compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, Section 215.431, Florida
Statutes, the Charter of the Issuer, and Resolution No. 895 duly adopted by the Issuer on September
27, 1999 (the "Bond Resolution") and Resolution No. 896 duly adopted by the Issuer on September
27, 1999, as supplemented (hereinafter collectively called the "Resolution") and is subject to all the
terms and conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
Pursuant to the Bond Resolution the Issuer has authorized the issuance of not exceeding
$2,500,000 of its Special Assessment Revenue Bonds, Series 1999 (Tuscawilla Lighting and
Beautification District) (the "Bonds"). The Notes are being issued in anticipation of the receipt by
the Issuer of the proceeds from the sale of the Bonds.
This Note is payable solely from and secured by a lien upon and pledge of the Pledged
Revenues (as defined in the Resolution) including the proceeds derived from the sale of the Bonds or
such other bonds as the Issuer has covenanted to in good faith endeavor to issue, if the terms,
limitations and conditions for the issuance of the Bonds provided for in the Bond Resolution cannot
be met immediately preceding the date of proposed issuance of the Bonds.
The Noteholder, in its sole discretion in the event of a Determination of Taxability or upon
the happening of an event which the Noteholder reasonably believes adversely affects its lien on the
Pledged Revenues, shall have the option to tender this Note in its entirety to the Issuer and the Issuer
shall have the obligation to purchase this Note upon such tender at the price of par plus accrued
interest to the purchase date. To exercise this option, the Noteholder shall give written notice to the
City Manager at least sixty (60) days in advance of the date of such tender.
This Note is subject to redemption in whole or in part on October 1 of each year from
amounts on deposit in the Redemption Account at the redemption price of par plus the unpaid
interest accrued in the amount of principal so prepaid to the date of such prepayment
The Issuer may prepay and redeem this Note as a whole or in part, at any time or from time
to time, without penalty or premium (unless such redemption is effected with proceeds of a
borrowing from a financial institution in which event such prepayment shall be with a premium of
one percent (1 %) of the principal amount redeemed), by paying to the Noteholder all or part of the
principal amount of this Note, together with the unpaid interest accrued on the amount of principal so
prepaid to the date of such prepayment.
This Note does not constitute a general indebtedness of the Issuer within the meaning of any
constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Owner of
this Note that such Noteowner shall never have the right to require or compel the exercise of the ad
ORL#511302.05
11
valorem taxing power of the Issuer or taxation of any real or personal properly the.rein for the
payment of the principal of and interest on this Note or the making of any other payments provided
for in the Resolution.
It is further agreed between the Issuer and the Owner of this Note that this Note and the
indebtedness evidenced hereby shall not constitute a lien or on any property of or in the Issuer, but
shall constitute a lien only on the Pledged R.c:venues including the proceeds derived from tbe sale of
the Bonels or such other bonds as the Issuer has covenanted to in good faith endeavor to issue, if the
tenns, limitations and conditions for the issuance of the Bonds provided for in the Bond Resolution
cannot be met imrriediately preceding the date of proposed issuance of the Bonds all in the manner
provided in the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
Note shall be liable personally hereon or be subject liability or accountability by reason of the
issuance hereof.
It is certified that this Note is authorized by and is issued in conformity with the requirements
of the Constitution and Statutes of the State of Florida.
This Note is a,n(i has all the qualities and incidents of a negotiable instrument under the laws
of the State of Florida, but may be transferred by the ~oteowner hereof in person or by his attorney
or legal representative at the office of the Registrar but only in the manner and subject to the
conditions provided in the Resolution and upon surrender and cancellation of this Note.
This Note shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by the
Registrilr of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the Ciry of Winter Springs, Florida, has issued [his ~ote and has
causeq the same to be signed by its Mayor, and countersigned and attested to '0y its City Clerk (the
signatures of the Mayor, and the City Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, an as of the 5th day of October, 1999.
CITY OF WINTER SPRlN"GS, FLORIDA
(SEAL)
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
ORUI51 tJ02.0S
12
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes issued under the provisions of the within mentioned Resolution.
Date of Authentication:
CITY OF WINTER SPRINGS, FLORIDA, Registrar,
as Authenticating Agent
By:
City Clerk
ORL#511302.05
13
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee) _
the attached Note of the City of Winter Springs, Florida, and does
hereby constitute and appoint , attorney, to transfer the said Note on
the books kept for Registration thereof, with full power of substitution in the premises._
Date
NOTICE: No transfer will be registered and no
new Notes will be issued in the name of the
Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Note in every
particular, without alteration or enlargement or
any change whatever and the Social Security or
Federal Employer Identification Number of the
Transferee is supplied.
Signature Guaranteed by
(member
firm ofthe New York Stock Exchange or a
commercial bank or a trust company.)
By:
Title:
[END OF FORM OF NOTE]
ORL#511302.05
14
SECTION 15. CREATION OF FUNDS. There are hereby created and established for
the Notes the following funds and accounts, which funds and accounts shall be trust funds held
by the Clerk for the purposes herein provided and used only in the manner herein provided:
(A) The "City of Winter Springs Special Assessment Revenue Fund" (hereinafter
sometimes called the "Revenue Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 19(A) hereof.
(B) The "City of Winter Springs Special Assessment Debt Service Fund" (hereinafter
sometimes called the "Debt Service Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 19(B)(1) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the Interest Account and the
Redemption Account.
(C) The "City of Winter Springs Special Assessment Construction Fund" (hereinafter
sometimes called the "Construction Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 16 hereof.
SECTION 16. APPLICATION OF NOTE PROCEEDS. The proceeds, including
accrued interest and premium, if any, received from the sale of the Notes shall be applied by the
Issuer simultaneously with the delivery of such Notes to the purchaser thereof, as follows:
(A) Any accrued interest shall be deposited in the Interest Account and shall be used
only for the purpose of paying interest becoming due on the Notes.
(B) The balance of the proceeds of the Notes shall be deposited into the Construction
Fund hereby created and used solely for the purpose of paying Costs of the Project. Other than
costs of issuing and delivering the Notes which shall be paid at the direction of the City Manager
of the Issuer or his designee, the Issuer shall make disbursements or payments from the
Construction Fund to pay the Costs of the Project only upon the filing in the office of the Clerk
of certificates signed by the Finance Director and the Project engineer or other qualified
consultant, stating with respect to each disbursement or payment to be made: (1) the item number
of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount
to be paid, and (4) that each obligation, item or cost or expense mentioned therein has been
properly incurred, is in payment of a part of the Cost of the Project and is a proper charge against
the Construction Fund and has not been the basis of any previous disbursement or payment, or
that each obligation, item of cost or expense mentioned therein is a reimbursement of a part of
the Cost of the Project which has been paid by the Issuer or will be paid by the Issuer
substantially contemporaneously with such disbursement from the Construction Fund, and is a
proper charge against the Construction Fund, has not been theretofore reimbursed to the Issuer or
otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to
reimbursement thereof.
The date of completion of the Project shall be determined by the Project engineer or other
qualified consultant who shall certify such fact in writing to the governing body of the Issuer.
Promptly after the date of the completion of the Project, and after paying or making provisions
for the payment of all unpaid items of the Cost of the Project, the Issuer shall deposit any balance
of moneys remaining in the Construction. Fund to the Redemption Account to redeem
Outstanding Notes.
ORL#511302.05
15
SECTION 17. DISBURSEMENTS FROM CONSTRUCTION FUND. Moneys on
deposit from time to time in the Construction Fund shall be used to payor reimburse the
following Project Costs:
(A) Costs incurred directly or indirectly for or in connection with the Project
including, but not limited to, those for preliminary planning and studies, architectural, legal,
financial, engineering and supervisory services, labor, services, materials, equipment,
acquisitions, land, rights-of-way, improvements and installation;
(B) Premiums attributable to all insurance required to be taken out and maintained
during the period of construction with respect to the Project, the premium on each surety bond, if
any, required with respect to work on such facilities, and taxes, assessments and other charges
hereofthat may become payable during the period of construction with respect to such Project;
(C) Costs incurred directly or indirectly in seeking to enforce any remedy against a
contractor or subcontractor in respect of any default under a contract relating to the Project or
costs incurred directly or indirectly in defending any claim by a contractor or subcontractor with
respect to the Project;
(D) Financial, legal, accounting, appraisals, title evidence and printing and engraving
fees, charges and expenses, and all other such fees, charges and expenses incurred in connection
with the authorization, sale, issuance and delivery of the Notes;
(E) Interest funded from Note proceeds, if any, for a reasonable period oftime, which
shall be deposited in the Construction Fund and shall be used as provided in a supplemental
resolution of the Issuer;
(F) Any other incidental and necessary costs including without limitation any
expenses, fees and charges relating to the acquisition, construction or installation of the Project,
including the cost of temporary employees of the Issuer retained to carry out duties in connection
with the acquisition, construction or erection of a Project;
(G) Costs incurred directly or indirectly in placing the Project in operation in order
that completion of such Project may occur;
(H) Any other costs authorized pursuant to a supplemental resolution of the Issuer and
permitted under the laws of the State; and
(1) Reimbursements to the Issuer in accordance with applicable law for any of the
above items theretofore paid by or on behalf of the Issuer.
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Notes shall not be or
constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the
Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge
of the Pledged Revenues as herein provided. No Holder or Holders of any Notes issued
hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the
Issuer or taxation in any form of any real or personal property therein, or to compel the Issuer to
pay such principal and interest from any other funds of the Issuer.
ORL#511302.05
16
SECTION 19. COVENANTS OF THE ISSUER. For so long as any of the principal of
and interest on any of the Notes shall be outstanding and unpaid or until the Issuer has made
provision for payment of principal, interest and redemption premiums, if any, with respect to the
Notes, as provided herein; the Issuer covenants with the Holders of any and all Notes as follows:
(A) REVENUE FUND. All Assessments shall upon receipt thereof by the Issuer be
deposited in the Revenue Fund. All deposits into such Revenue Fund shall be deemed to be held
in trust for the purposes herein provided and used only for the purposes and in the manner herein
provided.
(B) DISPOSITION OF REVENUES. All revenues in the Revenue Fund shall be
disposed of only in the following manner and the following order or priority:
(1) The Issuer shall first deposit into the Debt Service Fund and credit to the
following accounts, in the following order, the following identified sums:
(a) Interest Account: A portion of the Assessments which shall
represent interest on the Assessments as will be sufficient to pay at least one-sixth (1/6th) of all
interest coming due on all Outstanding Notes on the next interest payment date, together with
any fees and charges of the Paying Agent and Registrar therefor shall be deposited into the
Interest Account on a monthly basis no later than the fifteenth (15th) day of each month;
provided, however, that monthly deposits of interest, or portions thereof, shall not be required to
be made to the extent that money on deposit within such Interest Account is sufficient for such
purpose. Any monthly payment to be deposited as set forth above, for the purpose of meeting
interest payments for the Notes, shall be adjusted, as appropriate, to reflect the frequency of
interest payment dates applicable to such Notes. Moneys in the Interest Account may be used
only for the purposes set forth in this paragraph (a). .
(b) Principal Account: A portion of the Assessments which shall be
allocable to the principal of the Assessments as will be sufficient to pay the principal amount of
the Outstanding Notes on the maturity date shall be deposited to the Principal Account not less
than fifteen (15) days prior to the maturity date of the Notes. Such deposit of Assessments to the
Principal Account shall not be required to the extent the Issuer has available sufficient proceeds
of the Bonds or other bonds issued pursuant to Section 19(C) hereof to pay the principal amount
of the Outstanding Notes. Moneys in the Principal Account may be used only for the purposes
set forth in this paragraph (b).
(c) Redemption Account: The balance of the money in the Revenue
Fund shall on September 16 of each year be deposited to the Redemption Account to redeem
Outstanding Notes on the immediately following October 1 in the manner provided in the Notes.
Moneys in the Redemption Account in the Debt Service Fund may be used only for the purposes
set forth in this paragraph (c).
(2) The Debt Service Fund (including the accounts therein), the Revenue Fund,
and any other special funds herein established and created shall be deemed to be held in trust for
the purposes provided herein for such funds. The moneys in all such funds shall be continuously
secured in the same manner as state and municipal deposits are authorized to be secured by the
laws of the State of Florida.
ORL#511302.05
17
Moneys in any fund or account created hereunder may be invested and reinvested in
Permitted Investments which mature not later than the dates on which the moneys on deposit
therein will be needed for the purpose of such fund. Such Permitted Investments shall be valued
by the Paying Agent not less often than annually, at the market value thereof, exclusive of
accrued interest. Deficiencies in any fund or account created hereunder resulting from a decline
in market value shall be restored no later than the succeeding valuation date. All income on such
investments, except as otherwise provided, shall be deposited in the respective funds and
accounts from which such investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit therein, and thereafter shall be deposited in
the Revenue Fund.
(3) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
(4) The cash required to be accounted for in each of the funds and accounts
described in this Section may be deposited in a single bank account, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the cash on
deposit therein for the various purposes of such funds and accounts as herein provided. The
designation and establishment of the various funds in and by this Resolution shall not be
construed to require the establishment of any completely independent, self-balancing funds as
such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues and assets for certain purposes and to
establish certain priorities for application of such revenues and assets as herein provided.
(C) GOOD FAITH COVENANT TO ISSUE BONDS. From time to time the Issuer
shall in good faith endeavor to sell a sufficient principal amount of Bonds or other bonds, if the
requirement in the Bond Resolution for issuance of the Bonds cannot be complied with, in order
to have funds available to pay the Notes and the interest thereon as the same become due. The
Issuer does hereby irrevocably pledge to the Notes the proceeds derived from the sale of the
Bonds or such other bonds as the Issuer has covenanted herein to in good faith endeavor to issue.
(D) PROCEEDS FROM BONDS. Upon the receipt of the proceeds of the Bonds, or
such other bonds as the Issuer has covenanted herein to in good faith endeavor to issue, if the
terms, limitations and conditions for the issuance of the Bonds provided for in the Bond
Resolution cannot be met immediately preceding the date of proposed issuance of the Bonds, the
Issuer shall apply such proceeds as follows:
(1) There shall be transmitted to the Paying Agent to pay forthwith the
principal of and interest on the Notes to such date of payment.
(2) The balance of such proceeds shall be deposited pursuant to the
provisions of the Bond Resolution.
(E) ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The Issuer will assess,
levy, collect or cause to be collected and enforce the payment of Assessments in the manner
prescribed by all resolutions, ordinances or laws thereunto appertaining at times and in amounts
as shall be necessary in order to pay, when due, the principal of and interest on the Notes. Upon
the due date of the Assessments, the Issuer shall diligently proceed to collect the same and shall
ORL#511302.05
18
exercise all legally available remedies to enforce such collections now or hereafter available
under State law.
(F) DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land shall
be delinquent in the payment of any Assessment, then such Assessment shall be enforced in
accordance with applicable law, including but not limited to the sale of tax certificates and tax
deed as regards such delinquent Assessment.
(G) OTHER OBLIGATIONS PAYABLE FROM ASSESSMENTS. The Issuer will
not as long as the Notes are Outstanding issue or incur any obligations payable from the proceeds
of Assessments nor voluntarily create or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge upon such Assessments except for fees, commissions, costs, and
other charges payable to the property appraiser or to the tax collector pursuant to Florida law.
(H) RE-ASSESSMENTS. If any Assessment shall be either in whole or in part
annulled, vacated or set aside by the judgment of any court, or the Issuer shall be satisfied that
any such Assessment is so irregular or defective that it cannot be enforced or collected, or if the
Issuer shall have omitted to make such Assessment when it might have done so, the Issuer shall
either: (i) take all necessary steps to cause a new Assessment to be made for the whole or any
part of such improvement or against any property benefited by such improvement; or (ii) in its
sole discretion, make up the amount of such Assessment from legally available moneys, which
moneys shall be deposited into the Revenue Fund. In case any such subsequent Assessment shall
also be annulled, the Issuer shall obtain and make other Assessments until a valid Assessment
shall be made.
(I) ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal
Year, cause the financial statements of the Issuer to be properly audited by a recognized
independent certified public accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their report on the annual financial
statements in accordance with applicable law. The annual financial statement shall be prepared
in conformity with generally accepted accounting principles consistently applied. A copy of the
audited financial statements for each Fiscal Year shall within 210 days of the end of such Fiscal
Year be furnished to the Initial Purchaser and to any other Holder that provides a written request.
The Issuer shall be permitted to make a reasonable charge for furnishing such audited financial
statements to any Holder other than the Initial Purchaser. The Issuer acknowledges and agrees
that the Initial Purchaser's ability to monitor and evaluate the status of the Notes is dependent
upon the Issuer's timely providing the financial information required herein. Should the Issuer
fail to timely provide the financial information, in addition to all other rights and remedies the
Initial Purchaser has, the Initial Purchaser may charge the Issuer, upon ten (10) days prior written
notice, a late fee up to 10 basis points (.1 %) of the outstanding principal balance of the Note, not
to be less than $500.00. The charging and/or payment of such late fee is not a waiver of the
Issuer's continuing obligation to provide the required financial information.
(1) BOOKS AND RECORDS. The Issuer shall keep books, records and accounts of
the Assessments and the Pledged Revenues, and the Holders of any Notes Outstanding or the
duly authorized representatives thereof shall have the right at all reasonable times to inspect all
books, records and accounts of the Issuer relating thereto.
ORL#511302.05
19
(K) NO IMPAIRMENT. The Issuer will not enter into any contract or contracts, nor
take any action, the results of which might impair the right of the Holders hereunder.
(L) OPERATING BUDGET. The Issuer shall mail to the Initial Purchaser a copy of
its annual budget for the current Fiscal Year prior to November 15 of each year.
(M) The Issuer has (i) begun analyzing the operations of the Issuer that could be
adversely affected by failure to become Year 2000 compliance (that is, that computer
applications, embedded microchips and other systems will be able to perform date sensitive
functions prior to and after December 31, 1999) and (ii) developed a plan for becoming Year
2000 compliant in a timely manner, the implementation of which is on schedule in all material
respects. The issuer reasonably believes that it will become Year 2000 compliant for its
operations on a timely basis except to the extent that a failure to do so could not reasonably be
expected to have a material adverse effect upon the financial condition of the Issuer. The Issuer
reasonably believes any suppliers and vendors that are material to the operations of the Issuer
will be Year 2000 compliant for their own computer applications except to the extent that a
failure to do so could not reasonably be expected to have a material adverse effect upon the
financial condition of the Issuer. The Issuer will promptly notify the Initial Purchaser in the
event the Issuer determines that any computer application which is material to the operations of
the Issuer or any of its material vendors or suppliers will not be fully Year 2000 compliant on a
timely basis, except to the extent such failure could not reasonably be expected to have a
material adverse effect upon the financial condition of the Issuer.
SECTION 20. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be
and to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Notes;
(B) Default in the due and punctual payment of the principal of and premium, if any,
on any Note, at the stated maturity thereof, or upon proceedings for redemption thereof;
(C) Default in the performance or observance of any other of the covenants,
agreements or conditions on the part of the Issuer contained in this Resolution or in the Notes
and the continuance thereof for a period of thirty (30) days after written notice to the Issuer given
by the Holders of not less than twenty-five percent (25%) of aggregate principal amount of Notes
then outstanding (provided, however, that with respect to any obligation, covenant, agreement or
condition which requires performance by a date certain, if the Issuer performs such obligation,
covenant, agreement or condition within thirty (30) days of written notice as provided above, the
default shall be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or
attachment of such consequence as will materially impair its ability to carry out its obligations
hereunder; or
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar
laws relating to or affecting creditors' rights.
ORL#51 1302.05
20
The term "default" shall mean default by the Issuer in the performance or observance of
any of the covenants, agreements or conditions on its part contained in this Resolution, any
supplemental resolution or in the Notes, exclusive of any period of grace required to constitute a
default or an "Event of Default" as hereinabove provided.
Any Holder of Notes issued under the provisions hereof or any trustee acting for the
Holders of such Notes, may either at law or in equity, by suit, 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 a receiver, existing under State or federal law, or
granted and contained herein, and may enforce and compel the performance of all duties required
herein or by any applicable law to be performed by the Issuer or by any officer thereof.
The foregoing notwithstanding:
(i)No remedy conferred upon or reserved to the Noteholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to
any other remedy given to the Noteholders hereunder.
(ii)No delay or omission to exercise any right or power accruing upon any default or
Event of Default shall impair any such right or power or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right and power may be exercised as often
as may be deemed expedient.
(iii) No waiver of any default or Event of Default hereunder by the Noteholders shall
extend to or shall affect any subsequent default or Event of Default or shall impair any rights or
remedies consequent thereon.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to
take advantage of any stay, extension or redemption laws now or hereafter in force, in order to
prevent or hinder the enforcement of this Resolution, and the Issuer, for itself and all who may
claim through or under it, hereby waives, to the extent it may lawfully do so, the benefit of all
such laws and all right of redemption to which it may be entitled.
SECTION 21. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF NOTES. The Issuer, from time to time and at any time and
without the consent or concurrence of any Holder of any Notes, may adopt a resolution
amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution
shall not adversely affect the rights of the Holders of the Notes then Outstanding, for anyone or
more of the following purposes:
(A) To make any changes or corrections in this Resolution as to which the Issuer shall
have been advised by counsel that are required for the purpose of curing or correcting any
ambiguity or defective or inconsistent provisions or omission or mistake or manifest error
contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or
questions arising under this Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of
further securing the payments of the Notes;
ORL#511302.05
21
(C) To surrender any right, power or privilege reserved to or conferred upon the
Issuer by the terms of this Resolution;
(D) To confirm as further assurance any covenant created or to be created by the
provisions of this Resolution;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" provisions in effect from time to
time;
(G) To modify any of the provisions of this Resolution in any other aspects provided
that such modifications shall not be effective until after the Notes Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding, or until the holders thereof
consent thereto pursuant to Section 22 hereof, and any Notes issued subsequent to any such
modification shall contain a specific reference to the modifications contained in such
supplemental resolution.
The Issuer shall not adopt any supplemental resolution authorized by the foregoing
provisions of this Section unless in the opinion of Bond Counsel the adoption of such
supplemental resolution is permitted by the foregoing provisions of this Section.
SECTION 22. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS
OF NOTES. Except as provided in Section 21 hereof, no material modification or amendment of
this Resolution or of any resolution supplemental hereto shall be made without the consent in
writing of the Holders of fifty-one percent or more in the principal amount of the Notes so
affected and then Outstanding. No modification or amendment shall permit a change in the
maturity of such Notes or a reduction in the rate of interest thereon or in the amount of the
principal obligation thereof or affecting the promise of the Issuer to pay the principal of and
interest on the Notes as the same shall become due or reduce the percentage of the Holders of the
Notes required to consent to any material modification or amendment hereof without the consent
ofthe Holder or Holders of all such Notes.
SECTION 23. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders of the Notes that it shall not use the proceeds
of such Notes in any manner which would cause the interest on such Notes to be or become
includable in the gross income of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of the Notes that neither the Issuer nor any
Person under its control or direction will make any use of the proceeds of such Notes (or
amounts deemed to be proceeds under the Code) in any manner which would cause such Notes
to be "arbitrage bonds" within the meaning of Section 148 of the Code, and neither the Issuer nor
any other Person shall do any act or fail to do any act which would cause the interest on such
Notes to become includable in the gross income of the Holder thereof for federal income tax
purposes.
(C) The Issuer shall payor cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
ORL#511302.05
22
"Regulations"). In order to insure compliance with the rebate provisions of Section 148(f) of the
Code with respect to the Notes, the Issuer hereby creates the "City of Winter Springs Special
Assessment Rebate Fund" (hereinafter sometimes called the "Rebate Fund") to be held by the
Issuer. The Rebate Fund need not be maintained so long as the Issuer timely satisfies its
obligation to pay any rebatable earnings to the United States Treasury; however, the Issuer may,
as an administrative convenience, maintain and deposit funds in the Rebate Fund from time to
time. Any moneys held in the Rebate Fund shall not be available to pay debt service on the
Notes. Moneys in the Rebate Fund (including earnings and deposits therein) shall be held for
future payment to the United States Government as required by the treasury regulations and as
set forth in instructions of Bond Counsel delivered to the Issuer upon issuance of such Notes.
SECTION 24. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all Notes the principal, redemption premium, if any, and interest due or to become
due thereon, at the times and in the manner stipulated herein and in the Notes, then the
covenants, agreements and other obligations of the Issuer to the Noteholders, shall thereupon
cease, terminate and become void and be discharged and satisfied. If the Issuer shall payor
cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Notes the
principal, redemption premium, if any, and interest due or to become due thereon, at the times
and in the manner stipulated herein, such Notes shall cease to be entitled to any benefit under this
Resolution, and all covenants, agreements and obligations of the Issuer to the Holders of such
Notes shall thereupon cease, terminate and become void and be discharged and satisfied.
(B) The Notes, redemption premium, if any, and interest due or to become due for the
payment or redemption of which moneys shall have been set aside and shall be held in trust
(through deposit by the Issuer of funds for such payment or redemption or otherwise) at the
maturity or redemption date thereof shall be deemed to have been paid within the meaning and
with the effect expressed in paragraph (A) of this Section 24. Any Outstanding Notes shall prior
to the maturity or redemption date thereof be deemed to have been paid within the meaning and
with the effect expressed in paragraph (A) of this Section if (i) in case of said Notes are to be
redeemed on any date prior to their maturity, the Issuer shall have given to the escrow agent
instructions accepted in writing by the escrow agent to notify Holders of Outstanding Notes in
the manner required herein of the redemption of such Notes on said date and (ii) there shall have
been deposited with the escrow agent either moneys in an amount which shall be sufficient, or
Acquired Obligations (including any Acquired Obligations issued or held in book-entry form on
the books of the Department of the Treasury of the United States) the principal of and the interest
on which when due will provide moneys which, together with the moneys, if any, deposited with
the escrow agent at the same time, shall be sufficient, to pay when due the principal of, premium,
if any, and interest due and to become due on said Notes on or prior to the redemption date or
maturity date thereof, as the case may be.
SECTION 25. SEVERABILITY. If anyone or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Notes, then such covenants, agreements or provisions shall be null and void and
ORL#511302.05
23
shall be deemed separate from the remammg covenants, agreements or provIslOns of this
Resolution or of the Notes issued hereunder.
SECTION 26. SALE OF NOTES. The Notes shall be issued and sold at public or
private sale at one time or in installments from time to time and at such price or prices as shall be
consistent with the provisions of the requirements of this Resolution and other applicable
provisions of law.
SECTION 27. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Notes and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by Bond Counselor the
Initial Purchaser to effectuate the sale of the Notes to said Initial Purchaser.
SECTION 28. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Notes shall be personally liable therefor
or be subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 29. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 30. HEADINGS NOT PART HEREOF. The headings preceding the several
articles and sections hereof shall be solely for convenience of reference and shall not constitute a
part of this Resolution or affect its meaning, construction or effect.
SECTION 31. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
ADOPTED this 27th day of September, 1999.
(SEAL)
A TrEST:
~~~~-
Mayor
City Attorney
ORL#511302.05
24
City of Winter Springs, Florida
Special Assessment Revenue Bond Anticipation Notes, Series 1999
(Tuscawilla Lighting and Beautification Assessment District)
5 Years
SOURCES & USES
Dated 10/01/1999
Delivered 10/01/1999
SOURCES OF FUNDS
Par Amount of Bonds.............................................................................. $2,253,000.00
TOTAL SOURCES.................................... .............................................. $2,253,000.00
USES OF FUNDS
Costs of Issuance ........... ...... ......... ............. ....... .... ........ ............ ......... .....
Deposit to Project Construction Fund.....................................................
Rounding Amount. ......... ....... .......... ............ ........ ............. ........... ........ .....
53,250.00
2,199,122.49
~27.51
TOTAL USES.. ....................................... ................. ................................ 52.253.000.00
Gardnyr Michael Capital, Ino
Public Finance
ans.sf-WINTER SPRINGS- SINGLE PURPOSE
9/2311999 1:57 PM
:
City of Winter Springs, Florida
Spec;al Assessment Revenue Bond Ant;c;pat;on Notes, Series 1999
(Tuscawil/a Ughnng and Beautmcanon Assessment O;strict)
5 Years
DEBT SERVICE SCHEDULE
Date Principal Coupon Interest Total P+I
10/01/1999 - - . -
10/0112000 61,000.00 4.200% 94,626.00 155,626.00
10/0112001 66,000.00 4.200% 92,064.00 158,064.00
10101/2002 69,000.00 4.200% 89,292.00 158,292.00
1010112003 72,000.00 4.200% 86,394.00 158,394.00
10/0112004 1,985,000.00 4.200% 83.370.00 2,068,370.00
Total 2,253,000.00 - 445,746.00 2,698,746.00 I
YIELD STATISTICS
Bond Year Dollars........ ................................. ........., ......... ......... .......... ............. ........ .........................
Average Ufe...,.. .......... ......... ......................... .............. .............. .......... ............. .......................... ......
Average Coupon.... ................. ................,. ........ ........... ........ .........,......." ...... ............... .....................
510,613.00
4.711 Years
4.2000000%
Net Interest Cost (NIC)........... ............. .... .......... ..... ...... ....... .......... ............ .................. .....................
True Interest Co.st (TiC).........................................,' ......... ....... ........... .......... ... ....... ................... .......
Bond Yield for Arbitrage Purposes. ....... ................... ......... ..... ....... .................. ......... .................. ......
All Inc:lusive Cost (Ale)........ ......,........,.,. ........ .......... ......,.................................................................
4.2000000%
4.1900015%
4.1900015%
4.7565491%
IRS FORM 8038
Net Interest Cost............. .... ..... ..... ....... ................ ............................. .....,... ............ ......,...................
Weighted Average Maturity.,.........,.......,... .............................."" .......".. .... ..............,..... ..."........,....
4.2000000"/0
4.711 Years
Gardnyr Miohael Capital, (no
Public Finance
Fit", = Wtr Sprgs Bans.sf-WINTER SPR(NGS- SINGLE PURPOSE
9/23/1999 1:57 PM
:
~,.
;
GSG
Government Services Group, Inc.
Dedicated to solving funding and service delivery issues in the public sector
Government Services Group, Inc.
315 So. Calhoun, Suite 860. Tallahassee, FL 32301 . Phone (850) 681-3717. Fax (850) 224-7206. Email: gsg@govserv.com
1ro 'WIll G ~Tn:"rr\,l'''i"'l'ir\f
ff~j~~\~~"'.l~~\'~i.i w .,It:'1'J.t,}}
September 16,1999 SEP 2 0 1999
VIA FACSIMILE TRANSMISSION
CITY OF ~~!lNTER SPRiNGS
CWf Manager
Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708-2799
Re: Tuscawilla Lighting and Beautification Improvement Area: Final
Assessment Rates
Dear Ron:
Based on the final amount of prepayments from property owners and the final debt
service schedule provided by Gardnyr Michael Capital, Inc. for financing the remainder
of the construction costs for the Tuscawilla Lighting and Beautification Improvement
Area, we have prepared, delivered and certified two assessment rolls to the Seminole
County Tax Collector for the capital assessments and the service assessments in the
amounts of $169,628.44 and $289,809.21 respectively.
The annual capital assessment per equivalent residential unit (ERU) is $42.37 and the
annual service assessment per ERU is $67.63. The following table shows the
components of the capital and service assessments for one ERU and 0.6 ERUs:
1.0 ERU
0.6 ERU
Capital
Debt Service
. Collection Costs
Statutory Discount
$39.85
0.81
1.71
$23.91
0.49
1.02
Service
Operations & Maintenance
Collection Costs
Statutory Discount
$61.37
3.66
2.60
$36.82
2.20
1.56
~.
,.
Ron McLemore
September 16, 1999
Page 2
The following table shows the components of the total annual capital and service
assessment revenues:
Capital
Debt Service
Collection Costs
Statutory Discount
$159,555
3,243
6,830
Service
Operations & Maintenance
Collection Costs
Statutory Discount
$263,000
15,688
11,121
If you have any questions about this information, please give me a call.
sJI\CerelY" II (J /I
CGnlUJUL
Camille S. Gianatasio
CSG/kmc
Cc: George H. Nickerson, Jr.
Christopher M. Traber
Virginia S. Delegal
o~/~~/~~ TUE 08:08 FAX
"'.-
~004
. ,
, .
. GARDNVlr. MICHAEL ..:'C.APlrAL, INC.
, . . "
'. . INv.e.sTMENT.BANKERS,.FINANCIAL ANo.INveSTMl:NT AOVISORS .
. I . . . ' . . . . ' . .
PLACEMENT AGREEMENT
.,. ...2281 Lee Road,Sulte 1.04.. ...
. Winter'Park,.Florida 3:;!ia9 ';..
. . '407i6.29-4600...
. Fax: 407/629-21.01-
.:. SePtem~ef20,..,199.9 . .
,.
.. .
. HoD.. Pauril.1>artyka, Mayor:".. . .
· . ilrldMeinbers oftlje City Cornmis~ion .
:City:ofWmter: Springs"Florida .
.Re::Spe~ial Assessme.ntRevenue.Bond, .Series'1999.
f!,uscawiUa. Lighting anda~utification.District)
. AttrL"Ronald.W; McLemore, City. Manager. . .'
. . ,
. .. ..
"', .
., ,
.. Dear.Mr:. Mayor:a~d'Members of the. City Conunission:
:Gar~yr.Michael Capi~l, :iric.. was:pr~o~tY ~Ih~d" senior' Ii~~lnagerfo~. the 'above r~ferenced
: issue based on the competitive process. for the selec~on .ofunderwriters.fot theCityis upconiing
..... financing needS. . Members.ofthe firm have been assistingtJie City's staff and fin,anCial advisor in
. .. . attempts to : structure the most cost . efficient method of fIDancing the proposed improvements for
the Tuscawilla Lighting and Beautification District.. ... .. .
.:ui ii&ht of th~~ost recent deterioration in the condition of the DiUni~ipal bond mark~t, .adecisiOri 0: .
. was reach~: be~een City staff R!ld' the City' S" financ~al. llciYisor ~o. issue' fiv17year. bond
. anticipatioil' notes. (BANS). This decision will save the:.City on current interest cost.witJ1 a lower
... .interest .~~te. d':lf.mg the.. periodtfie BANS ar~. oritstan~g: .. Gardnyr Michael has. actively .
. ciulvassed' ~titutionalinvestors to ascertain the. loweSt cost of capitill Jor the City. Through
. . these efforts NationsBank .was selected to provide' the. interim. :fUnding for the ab<?ve r~ferenced.
project with an interest rate of 69~22% 'of the cQrrespondlng five year Treasury which equates to
4.02% today (the final rate will beset. the day prior to closing). This structure Will not only save.
.. the "Clty. With a.lowel' interest cost but wi1l~llowtbe. District. to. create an opera~ing history for the
tllkeoufofthe.BAN~ ~thihthei1ext fiveye~s. . . .. ... . .
, .
...' In '.~ctirig .Aspiac~ent agent for 'th~.:CitY. iri~6nrt~tio~. \.V:jth the BANS, thefum is requeSting a
:{ee of$5'.00/$1000 which includes all out-of':pocket exPen$es. If the bonds had been issuedat.the
. time, our fee would have been approxiiriately $10.00/$1000. and the. interest rate would have'heen:
,approxiniately' 5;50%.. GardnyrMicha.el wlllcontihue,to' proVide semce to the' CitY. to complete
. this transaction. and' monitor mar~et' conditions. for th~ .eventu!il. replacement of the BANS .with
)6n~~terin borids.. .. ~
'Weloo~ forward tocontinuing.oUr~orag~sta~ding relationship. with the CitY. . .
.....~......
S(j~Y'd.:,.:'..: '...., ..0.. .... .
.. C~~;ietkiewicz.. ...... ......
. Exec.utive.vicePresident .
. . _ . i _ '
--.-.-"""'-
Alabama
..
Florida
. ..
New Jersey