HomeMy WebLinkAbout2000 06 12 Regular J Resolution 2000-15 Loan Agreement
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COMMISSION AGENDA
ITEM J
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR X
June 12,2000
Meeting
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Authorization
REQUEST: City Manager Requesting Approval of Resolution #2000-15 which authorizes
. the City to enter into a loan agreement to finance Oak Forest Wall and
Beautification Improvements, Financial Software and Equipment and a
Medical Transport Unit, and authorizes the Mayor and City Manager to sign
the loan documents.
PURPOSE: The purpose of this Board item is for the City Commission to adopt Resolution
#2000-15 which allows the City to enter into a loan agreement with Bank of
America for certain capital outlay, including the Oak Forest Wall and
Beautification Improvements, Financial Software and Equipment and a Medical
Transport Vehic1e, and to authorize the Mayor and City Manager to sign the loan
documents.
CONSIDERATIONS:
NOTE: THE NOTES WILL BE FINALIZED FRIDAY BY THE
ATTORNEY AND BE AVAILABLE BY 5PM ON FRIDAY.
This resolution is needed to:
. Accept the proposed financing agreement (commitment letter attached)
provided by Bank of America to provide the city with a loan not to exceed
$1,651,000 for certain capital outlay as follows:
Oak Forest Wall and Beautification Improvements
Financial Equipment and Software
Medical Transport Vehicle
$751,375
$761,525
$138.100
$1,651,000
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· Authorize the Mayor, City Clerk, and City Manager to execute the notes and
other documents, instruments, agreements and certificates necessary or
desirable to effectuate the loan agreement (attached) with Bank of America
not to exceed $1,651,000
· Authorize the issuance of two notes (attached) in an aggregate principal
amount not to exceed $1,651,000 pursuant to the loan agreement
FUNDING:
Attached are 5-year debt service schedules for each of the projects. Below is a recap of the
schedules by fund. Debt service reflects an interest rate of 4.85%.
Annual Debt Service Cost
Medical Total
Assessment General Utility Transport Debt
Project Cost Fund Fund Fund Fund Service
Oak Forest $751,375 $172,519 $862,595
Data $761,525 $87,425 $87,425 $874,250
Processing
Medical $138,100 $31,708 $158,540
Transport
Total $1,651,000 $172,519 $87,425 $87,425 $31,708 $1,895,385
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RECOMMENDATION:
It is recommended that the City Commission adopt Resolution 2000-15 to authorize and
approve of the City entering into the loan agreement with Bank of America to finance
certain capital outlay, as more specifically set forth herein.
ATTACHMENTS:
Bank of America commitment letter
Bank of America loan agreement
Annual debt service schedules
Two notes
Resolution granting authority to enter into loan agreement with Bank of America
COMMISSION ACTION:
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Bankof America ~
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June 2, 2000
Mr. Michael C. Stewart
Gardnyr Michael Capital, Inc.
2281 Lee Road, Suite 104
Winter Park, Florida 32789
Dear Mr. Stewart:
AB we previously discussed, Bank of America, N.A.. ('Bank of America") is interested in
extending credit to The City of Winter Springs. Enclosed is a Terms Sheet outlining the
provisions of a loan, which Bank of America will consider for the City.
This letter and the attached term sheet constitut.es a commitment on the part of Bank of
America to make the proposed loan and are intended as an outline only and do not purport
to summarize all of the terms, conditions, covenants, representations, warranties and other
provisions which would be contained in definitive legal documentation for the proposed
transaction. 'rhis proposal is subject to the negotiation. to the satisfaction of Bank of
America and its counsel. of all of the issues outlined in the term sheet as well as completion
of underwriting and due diligence by Bank of America.
If any issues arise regarding the items outlined in the terms, the resolutions we negotiate
may he subject to further Bank of America approval.
If the proposed terms and conditions are generally acceptable. please indicate your interest
in pursuing this transaction by having the appropriate signer execute this letter and
contact me at 407-420-2864. When I receive such an indication from you, I will submit the
documents to the loan administrator to complete the due diligence and closing process.
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TERMS AND CONDITIONS
BORROWER:
LOAN AMOUNT:
The City of Winter Springs
1) $1,000,000
2) $775,000
LOAN TYPE:
1) Bank-qualified tax exempt term loan.
2) Bank-qualified tax exempt bond
anticipation note (non-revolving).
TERMS:
1) Interest paid on a semi-annual basis on April 1 & October I, with
annual Principal reductions on October 1. and all Principal and
Accrued Interest paid at maturity (5 yeats from closing date).
2) Interest paid on a semi-annual basis on April 1 & October I, with
discretionary Principal reductions allowable. and all Principal and
Accrued Interest paid at maturity. Maturity for this facility shall be
on a five (5) year basis from the date of closing and shall be renewed--
'-en all annua.l-hasis. ..
INTEREST RATE:
1) Fixed Rate*:
The interest rate will be fixed at 72.18% of the yield on the May,
2005 U.S. Treasury Bond (6.65%) as quoted in the Wall Street
Journal at that time (On June 2,2000 this rate would equate to
4.80%).
2) Fixed Rate*:
The interest rate will be fixed at 72.18% of the yield on the May,
2005 U.S. Treasury Bond (6.65%) as quoted in the Wall Street
Journal at that time.(On June 2,2000 this rate would equate to
4.80%).
.. Note: These rate options are dependent on the loan
being a qualified tax-exempt obligation under
Section 265 (b) (3) of the Internal Revenue
Code of 1986 and all necessary documentation
to that effect.
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If tax-exempt status of the Borrower or loan is
revoked, the loan will become immediately
due and payable unless the Bank exercises its
option to hold the commitment at the taxable
rate. The interest rate shall be adjusted for
any. negative tax consequences in the manner
set forth in the Bank's llstandard gross" up
provISIon.
COLLATERAL:
The subject loan to be secured by a covenant
to budget and appropriate the funds necessary
to cover debt service requirements through
non-ad valorem tax revenues.
PREPAYMENT:
No prepayment penalties shall be imposed
provided that prepayment on these notes are
made from special assessments, other
operating revenue sources and/or bond
proceeds.
Ifprepayment occurs from another institution.
prepayment penalty of 1 % of the total amount
outstanding on the notes shall be assessed.
USE OF PROCEEDS: 1) To finance computer equipment purchases,
lighting for recreational fields and vehicles.
2) To finance the Oak Forest improvements in
anticipation of bond financing for the project.
REPRESENTATIONS AND WARRANTIES:
Customary, including confirma.tion of legal status and tax-free status and
authority; execution, delivery and performance of loan documents do not
violate law or existing agreements; no litigation except as disclosed to Bank;
ownership of property; payment of taxes; no material adverse change in
financial condition or operations since September 30.1999; principal place of
business; compliance with environmental laws and continuation of
representations and warranties.
FINANCIAL COVENANTS:
The loan documentation will contain the following financial covenants:
L The amounts budgeted to cover debt service requirements ,on Facility #1
shall provide a 1.10 : 1.0 debt service coverage.
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AFFIRMATIVE COVENANTS:
Customary, including deliv"ery of financial statements, reports and other
information requested by Bank; maintenance of insurance; continuation of
business and maintenance of existence; compliance with laws: payment of
taxes; maintenance of property and notice of environmental claims.
REPORTING REQUIREMENTS:
1. Annually, within two hundred seventy (270) days following the end
of the Borrower's fiscal year, financial statements including a
balance sheet and income statement prepared on a an audited basis
by an independent certified public accountant, including statements
of financial condition, cash flows and changes in equity.
2. Annually, by November 15th of each year, a copy of the Annual
budget for the upcoming year for the City of Winter Springs.
DOCUMENTS:
The obligation of the Borrower hereunder shall be evidenced by a Promissory
Note, Loan Agreement and such other documents and assurances as the
Bank may request from Borrower and its officers in order to make the Loan
in a form satisfactory to the Bank and its counsel.
CONDmONS FOR CLOSING:
1. Borrower shall submit to Bank of America an oplDlon of Borrower's
counsel as to legal entity, authority to execute documents and tax-free
status of interest and that the indebtedness constitutes a qualified tax
exempt obligation within the meaning of Section 265 (b) (3) of the Internal
Revenue Code of 1986.
2. All documents pert~lning to the closing shall be prepared by the City of
Winter Spring's counsel and reviewed and approved by Bank of America's
counsel, Foley & Lardner. The fees to review the documents are not
expected to exceed $2,000.00 per financing plus expenses but may be
increased if unforeseen circumstances arise which justify an increase in
such fees and shall be incurred by the Borrower and due and payable
whether or not the loan closes.
3. Borrower shall maintain primary depository accounts with the Bank
during the tenn of these Loans. If Borrower transfers primary depository
accounts out of the Bank prior to maturity of hoth facilities referenced
above, Bank shall increase the respective interest rates on each facility by
1.25%.
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4. Borrower shall authorize the Bank to automatically deduct from
Borrower's depository account with the Bank. as designated by Borrower.
the amount of any loan payment on the above facilities. If the funds in the
account are insufficient to cover any payment, the Bank may not be
obligated to advance funds to cover the payment.
EXPJR..\ nON DATE:
These terms shall expire on June 30. 2000 if not agreed upon by Borrower at that
time.
Accepted and agreed to this_ day of
.20_.
City of Winter Springs
By:
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LOAN AGREEMENT
BETWEEN
CITY OF WINTER SPRINGS, FLORIDA
AND
BANK OF AMERICA, N .A.
Dated as of June 16, 2000
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SeCtion 1.1
Section 1.2
Section 1.3
Section 2.1
Section 2.2
Section 2.3
Section 2.4
SeCtion 2.5
Section 2.6
Section 2.7
Section 2.8
Section 2.9
Section 3.1
Section 3.2
Section 3.3
Section 4.1
Section 4.2
004.136274LOAN
AGREEMENT
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TABLE OF CONTENTS
Page
ARTICLE 1
DEPINITION OF TERMS
Definitions. ................................................. . . . . . . . . . . . . . . . . . . . . . . . .. 1
Interpretation. ...................................... . . . . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . 6
Titles and Headings. ......................... . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR NOTES; ADDITIONAL OBLIGATIONS
Representations by the Ciry....................................................... 6
General Representations. Warramies and Covenants of the Bank. ........ 8
Making of Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Tax Covenants. ........... ... ..... ...... ... .......... ......................... ......8
Notes not to be Indebtedness of the City or State............................. 9
Security for Notes. . ... .. . . . . .. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Covenant to Budget and Appropriate. .......................................... 9
Payment Covenant. .............................................................. 10
Financial Covenams...... ................ ............... ......... ................ 10
ARTICLE 3
DESCRIPTION OF NOTES; PAYMENT TERMS;
OPTIONAL PREPAYMENT
Description and Payment Terms of the Notes............................... 10
Optional Prepayment......... ...... ...... ..................... ....... ..... ....... 12
Adjusrmems to Interest Rates. ................................................. 12
ARTICLE 4
ISSUANCE OF NOTES
Issuance of Notes. ...................................... ............ ..... .. ..... " 16
Project Fund..................................... ............... ................... 18
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Section 5.1
Section 5.2
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 6.8
Section 6 _ 9
Section 6.10
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ARTICLE 5
EVENTS OF DEFAULTS; REMEDIES
Events of Default. .. . . . . . . .. . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . .. . . . . . . .. 19
Remedies. . . . . . . . . . . . . ., .. . . . . . . . . . . . .. . . . . . . ... . . - . ., . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 20
ARTICLE 6
MISCELLANEOUS
Arbitration. ................................ _....................................... 20
Amendments, Changes or Mod ifications to the Agreement............... 21
CounterpartS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 21
Severability. ............................... _ . . . . . . . . . . . . . . . . . . . - . . . - . . . . . . . . . . . . . " 21
Term of Agreement. ...................:....................................... .. 22
Assignment. ...... ............ ........ ........ .... .... ............................. 22
Notice of Changes in Fact. ..................................................... 22
Notices. ............................................................................ 22
Applicable Law. .............. ............. ..... ..... .............................23
Incorporation by Reference. _........... .................. .. ...... .. . ........... 23
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LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement") is made and entered into as of
June 16, 2000, between the City of Winter Springs, a municipality created and existing under
and by virtue of the laws of the State of Florida (d1e "City"), and Bank of America, N.A., a
national banking association, and its successors and assigns (the "Bank");
WIT N E SSE T H:
WHEREAS, the City is authorized pursuant to Chapter 166, Pan II, Florida
Statutes, as amended, and other applicable provisions of law to, among other things,
(a) undertake capital projects in and for City, (b) borrow money to finance the cOSt of such
projects and (c) pledge the funds and credit of the City for payment of such debts; and
WHEREAS, the Bank is willing to make available to the City, and the City is
willing to enter intO, 1a loan arrangement pursuant to the tenus and provisions of this
Agreement in an aggregate principal amount of $ 1 , 650 , lliiJh which the City may finance
the cost of the Project (as hereinafter defined); and
WHEREAS, the City deems it necessary, desirable and in the best inrerest of the
City that the City undertake cerrain capital projects in and for the City, including the
construction of the Oak Forest subdivision wall (the "A Project") and the acquisition of
computer software. a medical transpon unit and recreational improvements for the City (the "B
Project" collectively with the A Project, the "Project" as more panicularly described in
Exhibit A attached heretO).
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the panies hereto, intending to be legally bound hereby and in
consideration of the mumal covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE 1
DEFINITION OF TERMS
Section 1.1 Definitions.
The terms defined in this Article 1 shall, for all purposes of this Agreement,
have the meanings specified in this Ankle 1, unless tlle context clearly otherwise requires.
., Act" shall mean Chapter 166. Part II. Florida Stamtes, as amended, Chapter
72-718, Laws of Florida, Special Acts of 1972, as amended. and other applicable provisions of
law.
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"Additional Amount" shall have the meaning ascribed to such term in Section
3.l(d) hereof.
"Agreement" shall mean this Loan Agreement dared as of June 16, 2000,
between the City and the Bank, and any and all modifications, alterations, amendmentS and
supplements hereto made in accordance with the provisions hereof.
"Authorized Depository" shall mean the State Board of Administration of
Florida or a bank or trust company which is eligible under the laws of the State to receive
funds of the City.
.. Authorized Investments" shall mean any of the following which shall be
authorized from time to time by applicable laws of the State of Florida for deposit or purchase
by the City for the invesrment of itS funds:
(a) Direct obligations of (inclUding obligations issued or held in book entry form
on the books of the Depanmem of the Treasury of the Unitea States of America ana stripped
and zero coupon obligations), or obligations the principal of and imerest on which are
uncondirionally guaranteed by. the United States of America.
(b) Bonds, debenrures or notes or other evidences of indebtedness payable in
cash issued by anyone or a combination of any of the following federal agencies whose
obligations represent the full faith and credit of the United States of America: Expon Import
Bank of the United States, Federal Financing Bank, Farmers Home Adminisrrarion, Federal
Housing Administrarion, Maritime Administration, Public Housing Authority and Govenuuem
National Mortgage Association.
(c) Certificates of deposit properly secured at all times by collateral security
described in either or both of paragraphs (a) and (b) of this definition or in the collateral
provisions of Chapter 280, Florida Statutes, as amended, and issued by commercial banks,
savings and loan associations or murual savings banks chartered by the State of Florida or the
Unired States of America, and bank truSt receipts issued by commercial banks or trust
companies chartered by the Srate of Florida or the United States of America upon any
securities described in paragraph (a) of this defmition.
(d) The following invesunents fully insured by the Federal Deposit Insurance
Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv)
depository receipts of a bank, savings and loan association or mutual savings bank.
(e) Commercial paper rated in one of the twO highest rating categories by at
least tWO narionally recognized rating agencies or corrunercial paper backed by a letter of credit
or line of credit rared in one of the two highest raring categories by Moody's Investors Service
and Standard & Poor' s.
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(f) Written repurchase agreements with any bank, savings institution or trust
company which is insured by the Federal Deposit Insurance Corporation, or with any
broker-dealer with retail customers which falls under Securities Investors Protection
Corporation protection, provided that such repurchase agreements are fully secured by
collateral described in (a) above or obligations of any agency or instrumentality of the United
States of America, and provided funher that (i) such collateral is held by a bank or trust
company chosen by the City which has no interest in the repurchase agreement during the term
of such repurchase agreement, (ii) such collateral is not subjeCt 'to liens or claims of third
panies, (iii) such collateral has a market value (detennined at least once every 30 days) at least
equal to the amount invested in the repurchase agreement, (iv) the entity holding the collateral
. has a perfected first security interest in the collateral for the benefit of the Noteholder, (V) the
agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such
collateral at the level required in (iii) above will require the entity holding the collateral to
liquidate the collateral.
(g) Money market funds rated in the highest ramlg category by Moody's
Investors Service and Standard & Poor's.
(h) Units of participation in the Local Government Surplus Funds Trust Fund
established pursuant to Chapter 218, Pan IV, Florida Statutes, as amended, or any similar
common trUst fund which is established pursuant to the law of the State of Florida as a legal
depository of public moneys.
(i) Obligations of state or local government municipal bond issuers that are
rated in one of the twO highest rating categories by Moody's Investors Service and Standard &
Poor's.
(j) Such other obligations as shall be permiued to be legal investments of the
City by the laws of the State of Florida. .
Rating categories when referred to herein shall be without regard to gradations
within such categories, such as "plus" or "minus."
"Authorized City Officer" for the performance on the behalf of the City of any
ac! of the City or the execution of any instrument on behalf of the Ciry shall mean any person
authorized by resolution or certificate of the City to perform such act or sign such document.
"Bank" shall mean Bank of America, N.A., and its successors and assigns.
"Bond Counsel" shall mean Akerman, Senrerfiu & Eidson, P.A. or any other
attOrney at law or firm of arrorneys of nationally recogni2ed standing in matters pertaining to
the federal taX exemption of interest on obligations issued by states and political subdivisions.
"
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and duly admiued to practice law before the highest coun of any state of the United States of
America.
"Business Day" or ""business day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions within the State are authorized by law to remain
closed.
"City" shall mean the City of Wimer Springs, Florida.
"City Clerk" shall mean the City Clerk of the City and such other person as
may be duly authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
applicable rules and regulations thereto and thereunder.
"Cost" when used in connection with me Project, shall mean the COStS of me
Project described in Section 4.1(b) hereof.
"Determination of Taxability" shall mean the circumstance of interest paid .or
payable on a Nate becoming includable for federal income taX purposes in rhe 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 City. A Determinarion of Taxability
will be deemed to have occurred upon (a) the receipt by the City or a Noreholder of an original
or a copy of an Internal Revenue Service Technical Advice Memorandum or StaUltory Notice
of Deficiency which holds that any interest payable on its 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 such Note is includable in the gross income of the
Noteholder; or (c) receipt by the City or a Noteholder of an opinion of Bond Counsel that any
interest on its Note has become includable in the gross income of such Noreholder 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 the Note is deemed includable in the
gross income of the Noteholder. A Delennination of Taxability shall nor occur solely from the
fact thaI such interest is raken into account in determining adjusted currem earnings for me
purpose of the alternative minimum income tax imposed on corporations.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
cominuing through the next succeeding September 30, or such ather period as may be
prescribed by law.
"Interest Payment Date" shall have the meaning ascribed thereto m Section
3.1(c) hereof.
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"Mayor" shall mean the Mayor of the City and such other person as may be
duly authorized to act on his or her behalf.
"Non-Ad Valorem Funds" shall mean all legally available funds of the City
derived from any source whatsoever other than ad valorem taxation on real and personal
property, which are legally available to make the payments required herein, bur only after
provision has been made by the City for the payment of services and programs which are for
essential public purposes affecting the health, welfare and safelY of the inhabitants of the City
or which are legally mandated by applicable law.
"Nore" or "Notes" shall mean one or more revenue notes aurhorized by the
Resolution and delivered by the City to the Noteholder in accordance wim the requiremems set
forth in Article 4 hereof.
"Noreholder" shall mean the Bank as the holder of me Notes, or any other
registered holder of or participant in any Note.
"Noreholder's Adjusted Cost of Funds" shall mean the fraction (expressed as a
percemage), detennined by the NOteholder. the numerator of which is me total interest expense
of the Noreholder for each calendar year and the denominator of which is the tOtal average
adjusted basis of all assets of the Noteholder during the calendar year as derermined under
Section 265(b)(2)(B) of the Code or any successor provision thereto.
"Pledged Funds" shall mean (a) the proceeds of the Nares pending the
application thereof and (b) moneys budgeted and appropriated pursuant t:O Section 2.7 hereof.
"Project" shall refer to the capital projects described generally in Exhibit A
attached hereto, as such Project may be amended from time to time by the City.
"Project Fund" shall mean the Project Fund established pursuant to Section 4.2
hereof.
.'Resolution" shall mean the resolution adopted by the City on June 12, 2000,
which among other things authorized the execution and delivery of this Agreement and the
issuance of the Nares.
" State" shall mean the State of Florida.
'"Taxable Period" shall have the meaning ascribed to such term in Section 3.l(d)
hereof.
"Tax Certificate" shall have the meaning ascribed to such term in Section 2.4
hereof.
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"Taxable Rate" shall mean the interest rate on the applicable Note multiplied by
1.5.
Section 1.2 Interpret4~ioll.
Unless the context clearly requires otherwise, words of the masculine gender
shall be construed to include correlative words of the feminine and neuter genders and vice
versa, and words of the singular nUll1ber shall be construed to include correlative words of the
plural number and vice versa. Any capitalized terms used in this Agreement not herein defmed
shall have the meanings ascribed to such tenllS in the Resolution. This Agreement and all the
terms and provisions hereof shall be construed to effecmate the purpose set fonh herein and to
sustain the validity hereof.
Section 1.3 Titles and Headings.
The titles and headings of the articles and sections of this Agreement, which
have been insened for convenience of reference only and are not IO be considered a par~
hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and
shall not be considered or given any effect in conStruing this Agreement or any provision
hereof or in ascenaining intent, if any question of intent should arise.
ARTICLE 2
REPRESENTATIONS. WARRANTIES AND COVENANTS;
SECURITY FOR NOTES; ADDITIONAL OBUGATIONS
Section 2.1 Representations bv the CitY.
The City represents, warrants and covenants that:
(a) The City is a municipality validly created and existing under the laws of the
State of Florida. Pursuant to the Resolution. the City (i) has duly authorized the execution and
delivery of tl'Js Agreement and the performance by the City of all of its obligations hereunder,
and (ii) shall duly authorize all Notes issued hereunder and the perfornlance by the City of all
its obligations relating thereto.
(b) The City has complied with all of the provisions of the Constitution and laws
of the State. and has full power and authority to enter into and consummate all transactions
contemplated by this Agreement or under the Notes, and to perform all of its obligations
hereunder and, to the best knowledge of the CitY, the transactions contemplated hereby do not
conflict with the tenns of any statute, order, rule, regulation, judgment. decree, agreement,
insuumem or comminnem to which the City is a pany or by which the City is bound.
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(c) The City is duly authorized and entitled to issue the Notes. This Agreement
and, when issued in accordance with the terms of this Agreement, the Notes will each
constinlte legal, valid and binding obligations of the City enforceable in accordance with their
respective terms. subject as to enforceability to bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally, or by the exercise of
judicial discretion in accordance with general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the City, threateoed against or affecting the City, at law or in equity, or before or by any
governmental authority, that, if adversely determined, would materially impair the ability of
the City to perform the City's obligations under this Agreement or under the Notes.
(e) The City will furnish to the Bank (i) within 210 days following the end of
each Fiscal Year, a comprehensive annual financial report of the City for such Fiscal Year,
which shall include a balance sheet as of the end of such Fiscal Year, audited without scope
limita~ions by independent certified public accountants of recognized standing selected by the
City and (ii) by November 15 of each year, the annual budget of the City for the upcoming
Fiscal Year. Repons shall be prepared in accordance with generally accepted accounting
principles.
(f) No authorization, consent, approval, license, exemption of or registration or
filing with any court or governmental department, commission, board, bllIeau, agency or
instrumentality, domestic or foreign, has been or will be necessary for the valid execution,
delivery and performance by the City of this Agreement, the Notes and the related documents,
except such as have been obtained, given or accomplished and copies of which have been
provided to the Bank.
(g) Except as disclosed in writing to the Bank, the City is not in default in the
payment when due of any indebtedness of the Ciry.
(h) The financial statements of the City for the fiscal year ending September 30,
1999, copies of which have been furnished to the Bank, have been prepared in accordance with
generally accepted accounting principles and present fairly the fmancial condition of the City
as of such date and the results of its operations for the period then ended. Since September 30,
1999, there has been no material adverse change in the financial condition, revenues,
properties or operations of the City.
(i) Any written information, reportS and other papers and data prepared by the
City and furnished to the Bank by the City were, at the time the same were so furnished,
complete and correct in all material respects to the extent necessary to give the Bank a true and
accurate knowledge of the subject maner thereof. There is no fact, circumstance or condition
that has not been disclosed to the Bank in writing by the City which materially and adversely
affectS or, so far as the City can now foresee, will materially and adversely affect, (i) the
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financial condition, revenues, properties or operations of the City or (ii) the validity or
enforceability of, or the authority or ability of the City to perform its obligations under, this
Agreement, the Notes and the related documents.
(j) The obligations of the City under this Agreement and the Nores are not
subject to any law, rule or regulation of the State of Florida prescribing a maximum rate of
interest, except for Sections 159.825(1),215.84 and 687.03, Florida StatUtes, as amended.
Section 2.2 General Representations, Warranties and Covenants of the Bank.
The Bank hereby representS, warrants and agrees that it is a national banking
association authorized to execute and deliver this Agreemem and to perform its obligations
hereunder, and such execution and delivery will not constirute a violation of its charter, articles
of incorporation or bylaws.
Section 2.3 Making of Loan.
Pursuant to the tenns and provisions of this Agreement, the Bank agrees to
make one or more loans to the City for the purpose of refunding the Refunded Obligations and
financing the cost of the Project.
Section 2.4 Tax Covenam'\.
(a) The City hereby covenants with the holder of the Notes that in order to
maintain the exclusion from gross income for purposes of federal income taxation of L'1terest
on the Notes, it shall comply with each requirement of the Code applicable to the Notes. In
fUrtherance of me covenant contained in the preceding semence, the Ciry agrees to continually
comply with the provisions of the Federal Tax Certificate to be executed by the City relating to
the Notes, as such Certificate may be amended from time to time, as a source of guidance for
achieving compliance with the Code (referred to herein as the "Tax Certificate").
(b) The City hereby covenants with the holder of the Notes that it shall make
any and all payments required to be made to the United States Depamnent of the Treasury in
connection with the Notes pursuant to Section 148(f) of the Code.
(c) So long as necessary in order to maintain the exclusion from gross income of
interest on the Notes for federal income tax purposes, the covenams contained in this Section
2.4 shall survive the payments of the Notes and the interest thereon, including any payment or
defeasance thereof.
(d) The City hereby covenants with the holder of the Notes that it shall not take
or permit any action or fail to take any action which would cause the Notes to be "arbitrage
bonds" within the meaning of Section 148(a) of the Code.
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Section 2.5 Notes nor to be Indebtedness of the City or Slate.
The Notes, when delivered by the City pursuant to the terms of this Agreement,
shall nOt be or constioue an indebtedness of the City, the State or any political subdivision or
agency thereof, within the meaning of any constimtional, limitations of indebtedness, but shall
be payable from the Pledged Funds, in the manner and to the extent provided herein. No
Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of
the City or taxation in any form on any property therein to pay the Notes or the interest
thereon. The Notes are special and limited obligations payable as to principal and interest
from the Pledged Funds in the manner and to the extent provided herein.
Section 2.6 Sectl.rity for Notes.
The Notes shall be secured by and payable from the Pledged Funds.
Section 2.7 Covenant to Blldget and Appropriate.
(a) Until all of the Notes are paid or deemed paid pursuant to the provisions of
this Agreement, the City hereby covenants to appropriate in its annual budget. by amendment
if necessary, from Non-Ad Valorem Funds lawfully available in each Fiscal Year of the City in
which principal of or interest on the Notes becomes due and payable, amounts sufficient.
together with other available moneys. to pay the principal of and interest on the Notes. as the
same become due (whether by redemption, at manuity or otherwise). Such covenant and
agreement on the pan of the City to budget and appropriate such amounts of Non-Ad Valorem
Funds shall be cumulative to the extent not paid, and shall continue until such Non-Ad
Valorem Funds or other legally available funds in amounts sufficient to make all such required
payments hereunder and under the Notes shall have been budgeted, appropriated and actually
paid. Notwithstanding the foregoing covenant of the City. the City does not covenant to
maintain any services or programs, now provided or maintained by the City. which generate
Non-Ad Valorem Funds.
(b) Such covenant to budget and appropriate does not create any lien upon or
pledge of such Non-Ad Valorem Funds, nor does it preclude the City from pledging in the
future its Non-Ad Valorem Funds, nor does it require the City to levy and collect any
particular Non-Ad Valorem Funds, nor does it give the Noteholder a prior claim on the Non-
Ad Valorem Funds as opposed to claims of general creditors of the City. Such covenant to
budget and appropriate Non-Ad Valorem Funds is subject in all respects to the payment of
obligations secured by a pledge of such Non-Ad Valorem Funds heretofore or hereafter entered
into (including the payment of debt service on bonds and other debt instr\ll11ents). However,
the covenant to budget and appropriate in its general annual budget for the purposes and in the
maImer stated herein shall have the effect of making available for the payment of the principal .
of and interest on the Notes in the manner described herein Non-Ad Valorem Funds and
placing on the City a positive duty to appropriate and budget. by amendment, if necessary,
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amounts sufficient: to meet its obligations hereunder; subject, however. in all respects to the
restrictions of Section 166.241(3), Florida Staones, as amended, which provides that the
governing body of each municipality shall make appropriations for each fiscal year which, in
anyone year, shall not exceed tbe amount to be received from taXation or other revenue
sources; and subject, funhe!. to the payment of services and programs which are essential
public purposes affecting the health, welfare and safery of the inhabitants of the Ciry or which
are legally mandated by applicable law.
Section 2.8 Payment Covenam.
The City covenants that it shall duly and puncrually pay from the Pledged Funds
the principal of and interest on rhe Notes at the dates and place and in the manner provided
herein and in the Notes according to the rrue intent and meaning thereof and all other amounts
due under this Agreement.
Section 2.9 Financial Covenants.
The City covenants that it shall maintain a debt service coverage ratio calculated
annually (as reflecred in the CitY'S audited financials) of 1.10 to 1.0 based upon the City's
general fund as more particularly described as follows: the sum of the general fund's total
revenues plus operating rransfers into the general fund, less the general fund's toral
expenditures net of debt service paid from the general fund during the year less operating
transfers out from the General Fund, plus the general fund's undesignated/unreserved fund
balance, divided by debt service paid from the general fund during the year.
Section 2.10 Assessments.
The City covenanrs to apply as received to the payment of debt service on the
Series 2000A Note all of the "Debt Service Amount" of the Annual Improvement Assessments
as such terms are defined in Resolution No. 2000-06 of the City as amended and supplemented
levied and imposed by the City to fund the construction of me A Project.
ARTICLE 3
DESCRIPTION OF NOTES; PAYMENT TERMS;
OPTIONAL PREPAYMENT
Section 3.1 Description and Payment Terms of the Notes.
(a) The City shall. pursuant to authority granted under the Resolution, issue and
deliver three Notes to the Bank. which Notes shall not exceed 1 MILLION
HUNDRED 651 THOUSAND _oq9- HUNDRED AND 001100
DOLLARS ($1, 651 , 00)0 in aggregate principal amount. The Notes shall be designated as
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"City of Wimer Springs. Florida, Capital Improvement Revenue Note, Series 2000A," "City
of Winter Springs, Florida, Capital Improvement Revenue Note, Series 2000B," respectively.
The text of the respective Notes shall be substantially in the forms attached hereto as Exhibit
B, with such omissions, insenions and variations as may be necessary and desirable to reflect
the tenns of each NOte. The provisions of the forms of the N ores are hereby incorporated in
this Agreement.
(b) Each Note shall be dated the date of its delivery, shall be in the principal
amount set forth therein and payable as set forth therein and shall bear interest from its date at
the rate or rates set fonh therein or as the same may be adjusted pursuant to Section 3.3
hereof. The Notes shall be executed in the name of the City by the manual signature of the
Mayor and the official seal of the City shall be affixed thereto and attested by the manual
signarure of the City Clerk. In case anyone or more of the officers, who shall have signed or
sealed any of the NOtes, shall cease to be such officer of the City before the Notes so signed
and sealed shall have been actUally delivered, such Notes may nevenheless be delivered as
herein provided and may be issued as if the person who signed or sealed such NOtes had not
ceased [0 hold such office. Any NOte may be signed and sealed on behalf of the City by such
person who at the actual time of the execution of such Note shall hold the proper office,
although at the dare the Notes shall acrually be delivered, such person may not have held such
office or may have been so authorized.
(c) Interest on a Note shall be payable on the dates set fonh therein (the
"Interest Payment Dates") commencing on the date set forth therein. Principal of a Note shall
be payable at the times and in the manner set forth therein. Interest on a Note shall be
calculated on the basis of a 365/366-day year.
(d) In the event of a Determination of Taxability t the interest rare on any Note
subject to such Determination of Taxabiliry shall be changed to the Taxable Rate effective
retroactively to the date on which such Determination of TaxabilitY was made. Immediately
upon a Determination of Taxability t the City agrees to pay to any holder of a Note subject to
such Determination of Taxability the Additional Amount (as defined herein). "' Additional
Amount" means (i) the difference between (A) interest on such Note for the period
corrunencing on the date on which the interest on such Note (or portion thereof) loses its taX-
exempt starns and ending on me 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 Taxable Rate as adjusted from time to time on the same dates and in the same
manner as the interest rate on such Note was or would be adjusted pursuant to the provisions of
such Note, and (B) the aggregate amount of interest payable on such Note for the Taxable
Period under the provisions of such N ore without considering the Determination of Taxability t
plus (ii) any penalties and interest paid or payable by such Noteholder to the Internal Revenue
Service by reason of such Determination of Taxability .
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(e) All payments of principal of and interest on the Notes shall be payable in
any coin or currency of the United States which, at the time of payment, is legal tender for the
payment of public and private debts and shall be made to the Bank (i) in immediately available
funds, (ii) by delivering to the Bank no later than payment date a check drawn on an account at
any bank that is a member of the Federal Reserve system, or (iii) in such other manner as the
City and the Bank shall agree upon in writing.
(f) There will be no Bank. fees [0 maintain the loan and the Notes. The Bank
shall pay for all of its COStS relating to servicing the loan and the Notes. The City agrees to
pay the legal fees and costs of Bond Counsel and counsel to the Bank.
Section 3.2 Optional Prepavmen~.
The City may prepay and redeem any Note or all Notes as a whole or in part, at
any time or from time to time, without penalty or premium, by paying to the Noteholder all or
part of the principal amount of the Note to be prepaid, together with the unpaid interest
accrued on the amount of principal so prepaid to the date of S'.lch prepaymem. Each
prepayment of a Note shall be made on such date and in such principal amount as shall be
specified by the City in a written notice delivered to the NOteholder not less than five (5)
Business Days prior thereto specifying the principal amount of the Note or Notes to be prepaid
and the date of such prepayment. Notice having been given as aforesaid, the principal amount
of the Note stated in such notice or the whole thereof, as the case may be, shall become due
and payable on the prepaymem date stated in such notice, together with interest accrued and
unpaid to the prepayment date on the principal amoum then being paid; and the amount of
principal and interest then due and payable shall be paid (a) in case the entire unpaid balance of
the principal of any Note is to be prepaid, upon presentation and surrender of such Note at the
office of the City on the date specified for prepayment, and (b) in case only pan of the unpaid
balance of principal of any Note is to be paid. upon presentation of such NOte at the office of
the City for notation thereon of the amount of principal and imerest on such Note then paid. If
on the prepayment date moneys for the payment of the principal amount to be prepaid on such
Note, together with interest to the prepayment date on such principal amoum. shall have beer.
paid LO the Noteholder as above provided and if notice of prepayment shall have been given to
the Noteholder as above provided, then from and after the prepayment date interest on such
principal amount of such Note shall cease to accrue. If said moneys shall not have been so
paid on the prepayment dare, such principal amount of such Note shall continue to bear interest
until payment rhereof at the rate or rates provided for in this Agreement.
Section 3.3 Adiusnnems w Interest Rates.
(a) The interest rates on the Notes shall be subject to adjustment as described in
tllls Section 3.3 from the date of their issuance. The Bank shall promptly notify the City in
writing of any adjusunents for the Notes pursuant to this Section 3.3. Such adjustments shall
become effective as of the effective date of the event causing such adjusnnem. Adjustments
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pursuant to this Section 3.3 may be retroactive. The Bank shall cenify to the City in writing
the additional amount, if any, due to the Bank as a result of an adjustment pursuant to this
Section 3.23
(b) Subject to the provisions of Section 3.3(a) above, the interest rate on each
Note shall be adjusted as follows:
(i) Alternative Minimum Tax Where Interest on the Note is a Direct Tax
Preference Item. If the Nmeholder or its holding company pays an alternative
minimum tax in any taX year and the interest on the Note is a direct tax
preference item under Section 57(a)(5) or any successor provision of the Code
then the imerest rate on the Note for the period during such tax yea: in which
interest is accruing on the 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 the Note expressed as a
percemage;
(B) B equals the Noteholder's Adjusted Cost of Funds; and
(C) C equals the maximum marginal rate of the alternative
minimum tax expressed as a decimal (currently .20);
(ii) Alternative Minimum Tax Where Interest on the Note is an Indirect
Tax Preference Item. If the Noteholder or its holding company pays an
alternative minimum taX in any tax year and the interest on the Note is not a
direct taX preference' item under Section 57(a)(5) 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 interest rate on
the NOte for the period during such taX year in which interest is accruing on the
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 the Note expressed as a
percentage;
(B) B equals the Noreholder'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 the NOte which is subject to such
indirect alternative minimum tax, then C shall equal the
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percentage of such interest which is effectively subject to
such indirect alternative minimum taX.
(iii) Loss of Federal Income TClx Deducrion for State Income Taxes. If
the federal income tax deduction for state income taxes paid on the interest
paymems received under the 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 the Nqte then the inte:-est rate on
the 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
stare income taX disallowed as a result of such tax law
change;
(B) B equals the rate of the Florida stare 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 rare on the Note (expressed as a
percentage) .
(iv) Panial Tax.ability. If the imerest payments received under the Note
during any period become partially taXable to the extent nor otherwise taxable
on the date of issuance thereof because of an,y change in the taX laws or
regulations, then t..~e interest rate on the 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 the Note (expressed as a
percentage); and
(C) C equals the fraction of the interest rate on the 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 the Notes to become taxable to the extent nor
otherwise taxable on the date of issuance thereof, to be subjecr to a minimum
tax or an alternative minimum tax or to otherwise decrease the yield on the Note
to the No[ebolder (directly or indirectly, other than a change described in (i)
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through (iv) above or because of a Determination of Taxability), then the
interest rate on the Note shall be adjusted to cause the yield on the NOLe to equal
what the yield on the 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 en the Note to the Noteholder, then the Bank shall
adjust the interest rate on the Note to cause the yield on me Note to equal what
the yield on the Note would have been in the absence of such change or
amendment in the taX laws or regulations.
(c) The above adjusunents shall be cwnulative, bur in no event shall the interest
rate on a Note exceed the maximum rate permiaed by law. Interest on the Notes and all other
tax rates and interest rates are expressed as annual rates. However, proper partial adjusmlent
shall be made if the tax law change is effective after the first day of the Noteholder's tax year
or if interest on a Note does not accrue for the entire taX year of the Noteholder. Adjusunents
which create a circular calculation because the interest rate on a Note is affected by the
calcu lation shall be carried om sequentially. increasing the interest rate on the Note. until the
change on the interest rate on the Note caused by the next successive calculation of the
adjusnnent is de minimis. If more than one of paragraphs numbered (i) through (v) in Section
3.3(b) apply, then the interest rate on the Note shall be adjusted in the order in which listed
above.
(d) To the extent an adjusnnem to the imerest rate on a Note is not effected
within three (3) months of the event giving rise to the adjusunent, 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 the Note; provided, however, in no event shall such
interest rate exceed the maximum rate permirred by law. Subject to the provisions of Section
3.3(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
adjus::mem, and shall be paid to the Noteholder of record dwing the period to which the
adjustment relates. This obligation shall survive the paymem and cancellation of the Notes.
(e) In the event the maturity of any Note is accelerated or prepaid in accordancl::
with the provisions hereof. then such amounts mat constirute payments of interest, together
with any COSts or considerations which constirute imerest 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(1), 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 an 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 the Note unpaid, but such crediting shall not cure or waive
any default under this Agreement.
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ARTICLE 4
ISSUANCE OF NOTES
Sect.ion 4.1 Issuance of No~e~.
(a) The Bank shall not be obligated to make any loan under this Agreement
unless at or prior to the date of issuance of [he Notes the City delivers to the Bank the
following items in form and substance acceptable to the Bank:
(i) A certificate of the Mayor, dared as of the date of issuance of the
Notes, to the effect mat the representat.ions and warranries of the City contained
in Section 2.1 hereof are true and correct as of such date and that there is
currently no Event of Default or event that. with notice or lapse of time or both
would become an Event of Default hereunder;
(ii) A fully executed Tax Certificate relating to the Notes;
(iii) A copy of a completed and executed Form 8038-G relating to the
Notes to be filed wim the Internal Revenue Service;
(iv) An opinion of Bond Counsel in form and substance to the effect that
(A) mis Agreement and the Notes have been duly authorized by the City and are
enforceable obligations in accordance with their terms and the Resolution has
been duly adopted and is enforceable in accordance with its terms (enforceability
of such insuumenrs may be subject. to standard bankruptcy exceptions and the
like), (B) interest on the Notes shall be excluded from gross income for federal
income tax purposes and shall nor be treated as a preference item for purposes
of computing the alternative minimum taX imposed by the Code (however, the
interest on the Notes owned by corporations may be subject to the federal
alternative minimum tax which is based in pan on adjUSted current earnings),
(C) the Notes are "qualified [ax-exempt obligations" under Section 265(b)(3)(B)
of the Code and (D) the interest on the Note shall be exempt from present
Florida intangible taxes;
(v) A certificate of the Mayor, dated the date of issuance of the Notes, to
the effect that the interest rates on me Notes are in compliance with the
applicable maximum interest rate provisions contained in Sections 215.84 and
159.825(4), Florida Starures, as amended;
(vi) The fully executed NOtes;
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(vii) An opinion of counsel to the City regarding the due authorization.
validity and enforceability of this Agreemem and the Nares and the due adoption
of the Resolution (enforceability may be subject to standard bankruptcy
exceptions and the like); and
(viii) Such additional certificates, insmunems and other documents as the
Bank, or its counselor Bond Counsel, or counsel to the City, may deem
necessary or appropriate.
(b) The City shall apply the proceeds of the Series 2000A Note described in
Section 3.1 hereof to pay for the costS of the A Project and the City shaH apply the proceeds of
the Series 2000B Note described in Section 3.1 to pay for the costs of the B Project which
costs shall include but not be limited to:
(i) The costs of architeCtUral and engineering services related to the
Project, including, witham limitation, the costs of preparation of studies,
surveys, reports, tests, plans and specifications;
(ii) The costs of legal. accounting, financial advisory, consulting,
marketing and other special services related to the Project;
(iii) CostS and fees incurred in connection with the issuance of the Notes;
(iv) Fees and charges incurred in connection with applications to federal,
state and local govenunemal agencies for any requ.isite approval or permirs
regarding the acquisition and construction of the Project;
(v) Costs incurred in connection with the acquisition of the sites for the
Project, including any necessary rights-of-way, easements or other interesTS i.,
real or personal propeny;
(vi) COSTS incurred in connection with the acqulsmon, construction,
improvement or extension of the buildings, structures and facilities comprising
the Project;
(vii) Costs incurred in connection with the acquisition and installation of
any machines, equipment, vehicles, fixtUres, appunenances or personal properry
of any kind or nature, which are to comprise a part of the Project;
(viii) Interest on Notes accruing prior to the completion date of the Project;
and
(ix) To the extent permitted by law, other COStS and expenses relating to
the Project which are incurred for the purpose of providing for the Project.
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Section 4.2 Proiect Fund.
The City covenants and agrees to establish a separate fund with an Authorized
Depository to be known as the "City of Winter Springs, Florida, Capital Improvement
Revenue Notes Project Fund," and within such ProjeCt Fund an A Account and a B Account.
Moneys in the A Account shall be used only for payment of the Cost of the A Project and
moneys in the B Account shall be used only for payment of the costs of the B Project. Moneys
in the Project Fund, until applied in payment of any item of the COSt of a Project in the manner
hereinafter provided, shall be held in truSt by the City and shall be subject to a lien and charge
in favor of the Noteholder and for the further security of the Noreholder.
There shall be paid into the Project Fund as provided in the firSt paragraph of
this section, the proceeds derived from the Notes simultaneously with the delivery of the NOtes
to the Noreholder, and there may be paid into either account of the Project Fund. at the option
of the City, any moneys received for or in connection with the applicable Project by the City
from any other source.
The City covenants that the acquisition and construction of the Project will be
completed without delay and in accordance with sound governmental practices. The City shall
make disbursements or payments from the applicable account of the Project Pund to pay the
Cost of the applicable Project upon the filing with the City Clerk of documems and/or
certificates signed by an Authorized City Officer stating with respect to each disbursement or
payment to be made: (a) the item number of the payment, (b) the name and address of the
person to whom payment is due, (c) the amoum to be paid, (d) the purpose, by general
classification, for which paymem is to be made, and (e) that (i) each obligation, item of cOSt or
expense mentioned therein has been properly incuITed, is in payment of a pan of the Cost of
the applicable Project and is a proper charge against the Project Fund and has not been the
basis of any previous disbursement or payment, or (ii) each obligation, item of cost or expense
mentioned therein has been paid by the City, is a reimbursemem of a pan of the Cost of me
applicable Project, is a proper charge against the Project Fund, has not been theretofore
reimbursed to the City or otherwise been the basis of any previous disbursement or payment
and the City is entitled to reimbursement mereof. The City Clerk shall retain all such
documents and/or certificates of the Authorized Issuer Officers for seven (7) years from the
dares of such documents and/or cenificates. The City Clerk shall make available the
documents and/or certificates at all reasonable rimes for inspection by the Noteholder or the
agent or representative of the NOteholder.
The date of completions of the A and B Project shall be determined by the
Authorized City Officer who shall cenify such faCt in writing to the City. Promptly after The
date of the completions of the A and B Project. and after paying or making provisions for the
payment of all unpaid items of the Cost of the Project, the City shall deposit any balance of
moneys remaining in the Project Fund in such other fund or account of the City as shall be
determined by the City, provided the City has received an opinion of Bond Counsel to the
18
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effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Notes
from gross income for federal income taX purposes. The Project Fund shaH be cominuously
secured in the manner by which the deposit of public funds are authorized to be secured by the
laws of the State of Florida. Moneys on deposit in the Project Fund may be invested and
reinvested in Authorized Invesunems maturing not later than the date on which the moneys
therein will be needed.
Any and all income received by the City from the invesunem of moneys in the
Project Fund shall be retained in the applicable account of the Project Fund.
All invesunems shall be valued at COSt. Nothing contained in this Agreemem
shall prevent any Authorized Invesunems acquired as invesonenrs of or security for funds in
the Project Fund from being issued or held in book-enrry form on the books of the Deparrment
of the Treasury of the United Stares.
ARTICLE 5
EVENTS OF DEFAULTS; REMEDIES
Section 5.1 Evems of Default.
An -Event of Default" shall be deemed to have occurred under this Agreement:
if:
(a) The City shall fail to make payment of principal or interest then due on ar.y
Note; or
(b) Failure by the City to observe and perform any covenam, condition or
agreement on its pan to be observed or performed by it under this Agreement or the
Resolution other than as referred to in clause (a) of this Section, for a period of fony-five (45)
days after wrinen notice specifying such failure and requesting mat it be remedied has been
given to the City. unless the NOteholder shall detennine in good faith that the delay would
materially impair its likelihood of full repayment; and during such period, the City shall cure
the default or provide to the Noteholder a wrinen plan for curing such default, which may be
accepted or rejected in the Noteholder's discretion; or
(c) There shall occur the dissolution or liquidation of the City. or the filing by
the City of a voluntary petition in bankruptCY, or the commission by the City of any act of
bankruptcy, or adjudication of the City as a bankrupt, or assigrun~nt by the City for the benefit
of its creditors, or appointment of a receiver for the City, or the entry by the City into an
agreement of composition wirh its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the City in any proceeding for its reorganization
19
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instituted under the provisions of the Federal Bankruptcy Act, as amended. or under any
similar act in any jurisdiction which may now be in effect or hereafter amended; or
(d) Any representation or warranty made by the City in connection with the
transactions contemplated hereunder proves to be untrue in any material respect as of the date
made or deemed made: or
(e) Default shall occur in the payment of the principal of or interest on any
obligation of the City for borrowed money, as and when the same shall become due, and which
payment is not subsequently made within ten (10) days after the scheduled payment date,
unless the City sllall be contesting its liability therefor in good faith; or
(f) Any judgment in an amount in excess of $1,000,000 shall be entered or filed
against the City and remains unvacated, unpaid. unhanded or unsuyed for a period of thiny
(30) days.
Section 5.2 Remedies.
If any such Event of Default shall have occurred. the Noteholder may seek
enforcement of all remedies available [0 it under law. The holder of a defaulted Note may
declare such Note to be immediately due and payable. Any amounts due on the Notes which
shall remain unpaid past the scheduled payment dates. shall bear interest at the lesser of the
Taxable Rate or the maximum rate of interest permined by law until all amounts then due
under such NOt:es are paid in full. The Bank shall be emirled to its reasonable costS and
expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its
rights under this Agreement after an Event of Default.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Arbitration.
Any controversy or claim between the parties hereto including but not limited to
those arising om of or relating to this Agreemenr or any related instruments, agreements or
documents, including any claim based on or arising from an alleged tOrt. shall be determined
by binding arbitration in accordance with me Federal Arbitration Act (or if not applicable. the
applicable state law), the rules of practice and procedure for the arbitration of commercial
disputes of J.A.M.S.lEndispute or any successor thereof ("I.A.M.S. "). and the Special Rules
set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment
upon any arbitration award may be entered in any court having jurisdiction. Any parry to this
Agreement may bring an action. including a summary or expedited proceeding. to compel
20
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arbitration of any controversy or claim to which this Agreemenr applies in any coun having
jurisdiction over such action.
(a) Special Rules. The arbitration shall be conducted in Orange County, or
if there is real or personal propeny collateral, in the county where such real or personal
propeny is located, at time of me execUtion of this Agreement, and administered by l.A.M.S.
who will appoint an arbitrator; if J .A.M.S. is unable or legally precluded from administering
the arbitration, then the American Arbitration Association will serve. All arbitration hearings
will be commenced within 90 days of the demand for arbitration; funher. the arbitrator shall
only. upon a showing of cause, be permitted to extend the commencement of such hearing for
up to an additional 60 days.
(b) Reservation of Rights. Nothing in this arbitration provision shall be
deemed to (i) limit the applicability of any otherwise applicable statutes of limitation or repose
and any waivers contained in rhis Agreement or (ii) be a waiver by the Bank of the protection
afforded to it by 12 D.S.C. Sec. 91 or any substantially equivalent: state law or (iii) limit the
right of the Bank hereto (A) to exercise self help remedies such as (but nor limited to) setoff or
(B) to obtain from a coun provisional or ancillary remedies such as (but not limited to)
injunctive relief, writ of mandamus or the appoinonem of a receiver. The Bank may exercise
such self help rights or obtain such provisional or ancillary remedies before, during or after the
pendency of any arbitration proceeding brought pursuant to this Agreement. Neither this
exercise of self help remedies nor the institution or maintenance of an action for provisional or
ancillary remedies shall constitute a waiver of the right of any pany, including the clain1<lm in
any such action, to arbitrate the merits of the controversy or claim occasioning resort to such
remedies.
Section 6.2 Amendment~. Changes or Modifications to the Agreement.
This Agreement shall not be amended, changed or modified without the prior
wrinen consent of the Bank and the City.
Section 6.3 Coumerparts,
This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall be an original; bUt such coumerpans shall together
constitute but one and the same Agreement, and, in making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart.
Section 6.4 Severability.
If any clause, provision or section of this Agreement shall be held illegal or
invalid by any court, the invalidity of such provisions or seCtions shall not affect any other
provisions or sections hereof. and this Agreement shall be construed and enforced to the end
21
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that the transactions contemplated hereby be effected and the obligations contemplated hereby
be enforced, as if such illegal or invalid clause, provision or section had not been contained
herein.
Section 6.5 Term of Agreement.
This Agreemem shall be in full force and effect from the date hereot" and shall
continue in effect as long as any NOtes are oUtstanding. NOtwithstanding the other provisions
set fonh herein, to the extem any law or regulation enacted subsequent to the termination of
this Agreement retroactively reduces the Bank's yield on any Note or Notes, the provisions
regarding adjusunems to interest rates shall survive the repayment of any NOte hereunder for a
period not to exceed two (2) years after such repayment.
Section 6.6 Assignmem.
The Bank acknowledges and agrees that it is r.reating the r.ransactions
contemplated hereunder as loan transactions and not as the sale and purchase of securities.
The Bank further acknowledges and agrees that it presently intends to hold each NOte issued
hereunder through its respective fInal maturity date. The Bank may assign any of the Notes or
its obligations hereunder; provided. however, the Bank shall give the City ten (10) days prior
written nOtice of any such assigrunem and, provided funher, the Bank shall comply wim all
applicable securities laws at the time of such assignment.
Section 6.7 Notice of Changes 1n faCIo
Promptly after the City becomes aware of the same, the City will notify the
Bank of (a) any change in any material fact or circumstance represented or warranted by the
City in this Agreement or in connection with the issuance of the Notes, and (b) any default or
event which, with notice or lapse of time or born. could become a default under the
Agreement, specifying in each case the nature thereof and what action the City has taken, is
taking and/or proposed to take with respect theretO.
Section 6.8 Notices.
Any notices or other communications required or permitted hereunder shall be
sufficiently given if delivered personally or sent registered or cenified mail, postage prepaid,
to the City, City of Winter Springs. 1126 East Stare Road 434. Winter Springs, Florida 32708,
Attention: City Manager, and to the Bank:, Bank of America, N.A., 390 N. Orange Avenue.
Th Floor, Orlando, Florida 32801. Anemion: Mark W. Irby, or at such orner address as shall
be furnished in writing by any such pany to the other, and shall be deemed to have been given
as of the date so delivered or deposited in the United Stares mail.
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Section 6.9 Applicable Law.
The substanrive laws of the State of Florida shall govern this Agreement.
Section 6.10 Incorponuion bv Reference.
All of the terms and obligations of me Resolution are hereby incorporated herein
by reference as if said Resolution was fully set fonh in this Agreement.
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IN WITNESS WHEREOF, the parries hereto have caused this Agreement to be
duly executed as of the date firSt set fonh herein.
CITY OF WINTER SPRlNGS, FLORlDA
(OFFICIAL SEAL)
By
Mayor
ATTEST:
By
City Clerk
BANK OF AMERICA, N.A.
By
Title:
ATTEST:
By
Title:
24
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EXHIBIT A
THE PROJECT
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The Project consists of certain capital projects in and for the City of Winter
Springs, Florida, all in accordance with the plans and specifications on file or to be on file with
the City, including, but not limited to, the acquisition of 33 new vehicles and fuel dispensing
equipment for the City.
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EXHIBIT B
PORMS OF NOTES
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City of Winter Springs, Florida
Data Processing
Five Year Debt SeNice Schedule
DEBT SERVICE SCHEDULE
Date Principal Coupon Interest Total P+I
6/01/2001 139,352.00 4.850% 35,497.64 174,849.64
6/01/2002 144,674.00 4,850% 30,175.40 174,849.40
6/0112003 151,691.00 4.650% 23,1 58.70 174,849.70
6/01/2004 159,047,00 4.850% 15,801.68 174,848.68
6/01/2005 166,761.00 4,850% 8,087.90 174,848.90
Total 761,525.00 - 112,721.32 874,246.32
YIELD STATISTICS
Bond Year Dollars.... ................. ....... .......,... ..... .. ......,......... ........ ..... ,....... ....,., ......,. ..... ,..... ...............
Average li/e......... ....... ................,..,.,.,.,......,..........,....,..,.,.... ....,......,.,.....,.,. ...,.,.,.,.. ....... ..........,.,.....
Average Coupon. ....... .....,. ....,.....,....,. ,...,.,...,..,.,. ,...,..,',......... .......",..,..,....,..,......." ....... ....."............
$2,324.15
3.052 Years
4.8499996%
Net Interest Cost (NIC),: ................. ....." ........... ..... ,.,......,.......,. ,.,...... ........', ,..,. ,...,.,. .......,...... ,..... ,...
True Interest Cost (TIC),..... ........................., ....... .................,.,. .,....... ,...... ,......... .................. ...........
Bond Yield for Arbitrage Purposes....... ......... ............. ........................................... ....... ........... ..........
All Inclusive Cost (AIC)...................... .............................................,................................................
4.8499996%
4.8507396%
4.8507396%
4.8507396%
IRS FORM 8038
Net Interest Cost.. ,..... ,.....,.. ......... ...... ,..................,.........,........, ........, ,......,. ...... ,........,.,............,. ...... 4.8499996%
Weighted Average Maturity.........................,........,.........,.................................................................. 3.052 Years
Garrinyr Michael Capilal, Inc
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City of Winter Springs, Florida
Medical Transport
Five Year Debt Service Schedule
DEBT SERVICE SCHEDULE
Dale Principal Coupon Interest . Total P+I
610112001 25,271.00 4,650% 6,437.36 31,706.38
610112002 26,236.00 4.650% 5,472.20 31,708.20
610112003 27,50B.00 4.650% 4,199.76 31,707.76
610112004 28,643.00 4.850% 2,865.62 31,708.62
6/0112005 30,242.00 4.850% 1,466.74 31,708.74
Total 138,100.00 - 20,441.70 158,541.70
YIELD STATISTICS
Bond Year Dollars..., ...... ,..................,........,.............."" ......,........... '" . ......... .......... ....... ....., ,..... .......
Average life.............................. ......... .......,.................... ......................................... ............, .............
Average Coupon"...,......""......., ......,....."""......... ...",.,. ...".,.......................".......,.........................,.
$421.48
3.052 Years
4.8499989%
Net Interest Cost (NIC)....... ........... ........................ ... ............... ... ......... ......,., ......,.......,.... '................
True Interest Cost (TIC).... "....... ........................,...........,........ ........... .......,. .... ,. ....... .................. ......
Bond Yield for Arbitrage Purposes........".."............"..........................,.."...".............,................."...
Alllncluslve Cost (AI C)....... ....",.. ............. .................. ..........,............ ,.,..... .................................. ....,
4.8499989%
4.8507388%
4.8507388%
4.8507388%
IRS FORM 8038
Net Interest Cas!........ ,...."" ....,.". ....." ,..... ... ...... ... ...............,.,......" ,.......... ....... ,....,.,.". .,...... ............ 4.8499989%
Weighted Average Maturity, ................ ....".., ,...... .,.........,......", ................., ......, ,..."", .............. ......... 3.052 Years
G arrinyr Michael Cap/tal, Inc
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"
City of Winter Springs, Florida
Oak Forest Wall
Five Year Debt SeNice Schedule
DEBT SERVICE SCHEDULE
Date Principal Coupon Interest Total P"I
6/01/2001 137,494.00 4.850% 35,024.51 172,518.51
6/01/2002 142,745.00 4.850% 29,773.22 172,518.22
6/0112003 149,669.00 4,850% 22,850.10 172,519.10
6/0112004 156,928.00 4.850% 15,591.14 172,519.14
6/0112005 164,539.00 4.850% 7,980.14 172,519.14
Total 751,375.00 111,219.11 862,594.11
YIELD STATISTICS
Bond Year Dollars............ .............................................................................................. ................. $2,293.18
Average Life,............. ........,.. .......,..... .................... ......... ......... ........... ....... ............. ,.,...... ....",.... ,. ..... 3.052 Years
Average Coupon.........,. ....... ........ ......... ................,.. .............,.,.......,........... ..............,............ .....,..... 4,8499993%
Net Interest Cost (NIC)..................................................................................................................... 4.8499993%
True Interest Cost (TiC)................... ................. ........... ....... ........... ....... ......... ........ ....... ................... 4.8507393%
Bond Yield for Arbitrage Purposes.................................................................................................... 4.8507393%
All Inclusive Cost (AIC).... ..............................................................,................................................. 4.8507393%
IRS FORM 8038
Net InteresI Cost......................., .., ..............." ....."" ......,... ...... ........... ....... ,......" ....... ...... ....... ....... .... 4.8499993%
Weighted Average Maturity., ...... .,......... ..,....... ......." ........,......., ......." ,.....", ............. ....... ......,...... ..... 3.052 Years
Garrinyr Michael Capital, Inc
Public Finance
FIle = WS Oak 5 YR.sf-Sample Issue- SINGLE PURPOSE
61 812000 12:45 PM
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'. (
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL COMMISSION
OF THE CITY OF WINTER SPRL'J"GS, FLORIDA,
ACCEPTING THE PROPOSAL OF BANK OF AMERICA,
N.A., TO PROVIDE THE CITY WITH A NOT TO EXCEED
$ $1,651,000 LOAN TO FINANCE THE COST OF
CERTAIN CAPITAL PROJECTS IN AND FOR THE CITY,
INCLUDING THE CONSTRUCTION OF THE OAK FOREST
SUBDIVISION WALL AND THE ACQUISITION OF
COMPUTER SOFTWARE, AND A MEDICAL TRANSPORT
UNIT AND RECREATIONAL IMPROVEMENTS FOR THE
CITY; AUTHORIZING THE EXECUTION AND DEUVERY
OF A LOAN AGREEMENT WITH SAID BANK PURSUANT
TO WHICH THE CITY WILL ISSUE NOTES TO SECURE
THE REPAYMENT OF SAID LOAN AND WILL PLEDGE TO
THE EXTENT PROVIDED THEREIN CERTAIN PLEDGED
FUNDS TO SECURE THE REPAYMENT OF SAID NOTES;
AUTHORIZING THE ISSUANCE OF TWO NOTES IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
S $1,651,000 PURSUANT TO THE LOAN
AGREEMENT TO SECURE THE REPAYMENT OF SAID
LOAN; DESIGNATING SAID NOTES FOR THE EXCEPTION
TO THE PROVISIONS CONTAINED IN THE INTERNAL
REVENUE CODE OF 1986 WHICH DENY FINANCIAL
INSTITUTIONS ANY DEDUCTIONS FOR INTEREST
EXPENSE ALLOCABLE TO TAX-EXEMPT OBLIGATIONS;
AUTHORIZING THE EXECUTION AND DELIVERY OF
OTHER DOCUMENTS IN CONNECTION WITH SAID
LOAN; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of Chapter 166, Part II, Florida Starutes, as amended.
Chapter 72-718, Laws of Florida, Special Acts of 1972, as amended, being the charter of the
City of Winter Springs, Florida and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared:
(A) The City of Wimer Springs, Florida (the "City"), deems it necessary,
desirable and in the best interests of the City that the City undertake certain capital projects in
and for the City, including the construction of the Oak Forest subdivision wall and the
acquisition of computer software; and a medical transpOrt unit and rocrCatiOIllll improvements
(50000199;1 }OR2940
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for the City, all as more panicularly described in the Loan Agreement (as defined herein) and
in accordance with the plans and specifications on file or !O be on file with the City, as the
same may be modified from time to time (the "Project").
(B) Bank of America, N.A. (me "Bank") has submitted a proposal to the
City to make a not to exceed $ $1,651,000 loan (the "Loan") to the City, the proceeds
of which will be applied to finance the cost of the Project.
(C) The Loan will be secured by the Loan Agree'mem pursuam to which the
City will issue notes (the "Notes") to secure me repayment of the Loan.
(D) The City is advised that due to the present volatility of the market for
municipal debt, it is in the best interest of the City to issue the Notes pursuant to me Loan
Agreement by negotiated sale, allowing the Ciry to issue the Notes at the most advantageous
time, rather than a specified advertised furore date, thereby allowing the City to obtain the best
possible price, interest rate and other terms for the Notes and, accordingly, the City
Commission of the City hereby finds and determines that it is in the best financial interest of
the City that a negotiated sale of the Notes pursuant to the Loan Agreement be authorized.
(E) The Loan will be repaid solely from the Pledged Funds (as defined in the
Loan Agreement). Such Pledged Funds include, but are not limited to, moneys budgeted and
appropriated pursuant to the Loan Agreement. The ad valorem taxing power of the City will
never be necessary or authorized to pay the amOLlntS due on the Loan.
(F) It is not reasonably anticipated that more than $10,000,000 of taX-exempt
obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), will be issued by the City in calendar year 2000.
SECTION 3, AUTHORIZATION OF REFUNDING AND PROJECT. The
City does hereby authorize the acquisition and construction of the Project.
SECTION 4. ACCEPT ANCE OF PROPOSAL. The Ciry hereby accepts the
proposal of the Bank to provide the City with the Loan.
SECTION 5. AUTHORlZA nON OF LOAN AGREEMENT. The Loan and
the repayment of the Loan by the City shall be pursuant to the tenns and provisions of a Loan
Agreement. The City hereby authorizes the Mayor or the Vice Mayor or the Conunissioner of
the City (the "Mayor") and the City Clerk or any Assistant City Clerk of the City (the "City
Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the
City and the Bank substantially in the form attached hereto as Attachment A (the "Loan
Agreement"), with such changes. insenious and additions as they may approve, their execution
thereof being evidence of such approval.
SECTION 6. AUTHORIZATION OF NOTES TO FINANCE THE COST OF
THE PROJECT. The City does hereby authorize the issuance of two Notes in the aggregate
principal amount of not exceeding $ $1,651,000 for the purpose of providing the City
{roGOOl99: I}
JUt.j-08-2000 16: 17
407 843 6610
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P.03
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FROIHSE 170 1 ORL
407-843-6610
T-229 P.04/i4 F-677
.- ~- ~ (YI1f<11t~)
."
with suffIcient funds to finance the cost of the Project. The Mayor} and City Clerk are hereby
authorized to execute, seal and deliver on behalf of the City the Notes and other documents,
instrUI11ents, agreements and certificates necessary or desirable to effectuate the Loan as
provided in the Loan Agreement. The Notes shall be issued in the principal amount (not
exceeding in aggregate $ ) $1,651,000), shall bear interest at the initial interest rates
(nor exceeding _ %), shall have a fmal maulrity date of five years from the date of the
execution and delivery of the Loan Agreement authorized herein and shall have such other
terms, all as set fonh in the Loan AgTeernem and the Notes authorized herein and executed and
delivered in connection with Loan.
SECTION 7. DESIGNATION OF NOTES AS QUAUFIED TAX-EXEMPT
OBLIGATIONS. The City hereby designates the Nores described in Section 6 hereof as
"qualified tax-exempt obligations" under Section 265(b)(3) of the Code. TIlls designation is
based upon the fmdings of the City set fonh in Section 2(G) of this Resolution and the Mayor
is authorized to recerrify such fmding upon the issuance of the Notes. The City acknowledges
that any action which adversely impactS the starns of the Notes as "qualified tax-exempt
obligations" will result in an upward adjusunem to the interest rare on the Notes.
SECTION 8. LIMITED OBLIGATION. The obligation of the City to pay the
Notes is a limited and special obligation payable solely from the Pledged Funds in the manner
and to the extent set fonh in the Loan Agreement and shall not be deemed a pledge of the faith
and credit or taXing power of the City and such obligation shall not create a lien on any
property whatsoever of or simated within the City other than the Pledged Funds.
c;,ha vYJ'tr"t~)
SECTION 9. GENERAL AUTHORIZATION. The MayorJ'3.nd City Clerk ~
-ether ..emIJI6yet~ ."r agems 8hh~ CitY are authorized to execute and deliver such documems,
instruments and contracts, and are hereby authorized and direcred to do all acrs and things
required hereby as may be necessary for the full, puncrual and complete perfonnance of all the
terms, covenants, provisions and agreemems herein contained, or as otherwise may be
necessary or desirable to effecrnate the purpose and intent of this Resolution.
SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances,
resolutions or pans thereof in conflict herewith are hereby superseded and repealed to the
extent of such conflict:.
SECTION 11. EFFECTIVE DATE.
immediately upon its adoption.
This Resolution shall take effect
PASSED, APPROVED AND ADOPTED this 12th day of June, 2000.
CITY OF WINTER SPRINGS, FLORIDA
(OFFICIAL SEAL)
By
Mayor
{$OOOO199:1 J
JUN-08-2000 16:17
407 843 6610
99%
P.04
Ju11-U~-UO 16:07
FROM-ASEI7010Rl
., ...'. ,
ATTEST:
City Clerk
Approved as to form Mle.liS~J ~f~~ie-tH'Y/
City Attorney
{$OOOO199:1}
JUt~-08-2000 16: 17
407 843 6610
407-843-6610
T-229 P.05/14 F-677
'3'3%
P.05
_"Il-UO-UU 10: U (
r/(UM-A~tl(UIU/(L
~.ii'" t
4Ut-OIl.:l-OOIU
Anachment A
LOAN AGREEMENT
________________d COMPARISON OF HEADERS -----------------
-HEADER 1-
-HEADER 2-
A
----------------- COMPARISON OF FOOTERS -----------------
-FOOTER 1-
{0R294044; -1- 2}
-FOOTER 2-
{0R194044; B-2}qR294044; + 2
R
{sOOOO 199; 1 }OR2940
44;2
Jljt~-08-2000 16: 17
407 843 6610
I-ii~ r.Uo/lll r-o((
98/;
P.06
. ~
ATTACHMENT TO REGULAR AGENDA ITEM J
JUN-09-00 15:27
f Io/UM-A~t: II U I U~L
"'U I U.,... \.nJ...
UNITED STATES OF AMERICA
ST ATE OF FLORIDA
CITY OF WINTER SPRINGS
CAPIT AL IMPROVEMENT REVENUE NOTE, SERIES 2000A
Principal
Sum
Interest
Rate
Date of Issuance
Maturity Date
$751
,375
-%- 4.85%
June 16, 2000
June 15, 2005
$
The CITY OF WINTER SPRINGS, FLORIDA (the "City") , for value
received, hereby promises to pay, solely from the Pledged Funds described in (he within
mentioned Agreement, to the order of BANK OF AMERICA, N. A., or its successors or
assigns (the "Noteholder"). the Principal Swn specified above loaned to the City pursuant to
that certain Loan Agreement by and between Bank of America. N. A.. and the City, dated as
of June 16,2000 (the "Agreement"), and to pay interest on such Principal Sum from the Date
of Issuance specified above or from the most recent date to which interest has been paid ar the
Interest Rate per annum specified above (subject [Q adjusnnem as hereinafter provided) on
April 1 and October 1 of each year. commencing October 1, 2000, until such Principal Sum
shall have been paid. The Principal Sum hereof shall be payable in installments of
$ on October 17 each year commencing October 1, 2000 with any then unpaid
Principal Swn hereof due and payable in installments of $ on October 1 of each
year commencing October 1, 2000 with any then unpaid Principal Sum hereof due and
payable on the marurity date hereof. Such Principal Swn and interest is payable in any coin or
currency of the United States of America which, at the time of payment, is legal tender for the
payment of public and private debts.
This Note is one of an a.uthorized i:s9ue of Notes (the "Netes") authorized to be
issued in the aggregate principal amount of $ of like aate, renor and effect. except a.s
to series, issued $751,375 under the authority of and in full compliance with the Constitution
and laws of the State of Florida, including, panicularly, Chapter 166, Pan II, Florida Statutes,
as amended, the Chaner of the City and other applicable provisions of law, and a resolution
duly adopted by the City on June 12, 2000 (the "Resolution"), as such resolution may be
amended and supplemented from time to time, and is subject to all rerms and conditions of the
Resolution and the Agreement Any tenn used in this Note and not otherwise defIned shall
have the meaning ascribed to such term in the Agreement.
The Notes --ere This Note is being issued to finance the cost of certain capital
projeers in 8.00 for {he City, including the construction of the Oak Forest subdivision wall-ttflt!
[he aCqlii9ition of compmcr software, Ii medical rrflroport unit and rooreational impDvemems
{OR296455: 1 }004.13
62Bl0R294491.DOC;
JUt.j-09-2000 15: 38
99%
P.02
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FROM-ASElID I ORL
4UI-~4j-titill:
I-Uj ~Uj/Uo to-lid
for the City, as described in the Agreement and the Resolution. The Notes are This Note is
payable from the Pledged Funds as described in and in accordance with the Agreement.
Pursuant to the Agreement, the City has covenanted to appropriate in its annual
budget, by amendment, if necessary, from Non-Ad Valorem Funds lawfully available amounts
sufficient, together with other available moneys, to pay the principal of and interest on.ffie
Neres this Note, as the same become due (whether by redemption. at maturity or otherwise).
Such covenant and agreement on the pan of the City to budget and appropriate such amounts
of Non-Ad Valorem Funds shall be cumulative to the extent not paid, and shall continue umil
such Non-Ad Valorem Funds or other legally available funds in amounts sufficient to make all
such required payments under the NotC9 this Note shall have been budgeted, appropriated and
acrually paid. Notwithstanding the foregoing, the City has not covenanted to maintain any
services or programs, now provided or maintained by the Cit:y I which generate Non-Ad
Valorem Funds. Such covenant and agreement on the pan of the City to budget and
appropriate such amounts of Non-Ad Valorem Funds is subject, however, in all respects to
cemin appropriation constraints contained in Section 166.241(3), Florida Statutes, as
amended. and (Q the payment of services and programs which are for essemial public purposes
affecting the health, welfare and safety of the inhabitantS of the City or which are legally
mandated by applicable law.
This Nare shall bear interest from itS Date of Issuance at the lnterest Rate
specified above on the basis of a 365/366-day year. The Imerest Rare specified above is
subject to adjUStment as provided in Section 3 .1 (d) of the Agreement in the event of a
Determination of Taxability. In addition, this Note is subject to adjusunent in accordance with
the provisions in Section 3.3 of the Agreement. The N oreholder shall provide to the City upon
request such documentation to evidence the amount of interest due on this NOte.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any other
costs or considerations that constitute interest under the laws of the State of Florida which are
contracted for, charged or received) exceed the maximum rate of interest allowed under the
Stare of Florida as presently in effect. In the event the marurity of this Note is accelerated or
prepaid in accordance with the provisions hereof or of the Agreement, then such amounts that
constiulte payments of intereSt, together with any costs or considerations which constitute
imerest under the laws of the State of Florida, may never exceed an amoum which would result
in payment of interest at a rate in excess of (a) the applicable maximum rate of interest allowed
by Sections 215.84 and 159.825(1), Florida SraUlteS, as amended, or (b) the nonusurious
interest allowed by the laws of the State of Florida or the United States, to the extent
applicable, as presently in effect and to the extent an 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 this Agreement.
2
{OR295456; 1 }004.13
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F ROM-ASEI {U IORL
4UI-d4j-titiIU
I-'Ij ~.U4/Uti r-llti
All payments made by the City hereon shall apply first ro accrued interest, and
t.hen to the principal amount then due on this Note.
The City may prepay this Note as a whole or in part. at any time or from time
to time, without premium, by paying ro the Noteholder all or pan of the Principal Sum of the
Note, toget.her with the unpaid interest accrued on the amount of principal so prepaid to the
date of such prepayment. Each prepayment of this Note shall be made on such date and in
such principal amount as shall be specified by the City in a wrinen notice delivered ro the
NOteholder nOt less than five (5) Business Days prior thereto. Notice having been given as
aforesaid, the Principal Sum of this Note stated in such notice or the whole thereof, as the case
may be, shall become due and payable on the prepayment date stated in such nOtice, rogether
with interest accrued and unpaid ro the prepayment date on the principal amount men being
paid; and the amount of principal and interest then due and payable shall be paid (a) in case the
entire unpaid balance of the principal of this Note is to be paid, upon presemation and
surrender of this Note at the office of the City, and (b) in case only pan of the unpaid balance
of principal of this Note is to be paid. upon presentation of this Note at the office of the City
for notation thereon of (he amount of principal and interest on this Note then paid. If on the
prepayment date moneys for the payment of the principal amoWlt to be prepaid on this NOte,
rogether with interest. ro the prepayment date on such principal amount. shall have been paid ro
th~ Noreholder as above provided and if notice of prepayment shall have been given to the
Noteholder as above provided, then from and after the prepayment date interest on such
principal amoum of this Note shall cease to accrue. If said moneys shall not have been so paid
on the prepayment date, such principal amount of this Note shall cominue to bear interest until
paymem thereof at the rate or rates provided for in the Agreement.
This Note, when delivered by the Cicy pursuant to the terms of the Agreement
and the Resolutio~, shall not be or constitUte an indebtedness of the City or of the State of
Florida or any political subdivision or agency thereof, within the meaning of any
constitutional. statutory or chaner limitations of indebtedness, but shall be payable solely from
the Pledged Funds, as provided in the Agreement and the Resolution. No Noteholder shall
ever have the right to compel the exercise of the ad valorem taxing power of the City or the
State of Florida. or taxation in any fonn on any property therein to pay this Note or the interest.
mereon.
Upon the occurrence of an Event of Default relating to this Note, the Principal
Sum of this Note may become or be declared due and payable before the marurity date hereof
in the marmer, with the effect and subject to the conditions set forth in the Agreement and the
Resolution. The Noteholder shall also have such other remedies as described in the
Agreement.
If this Note shall be declared to be immediately due and payable or any amounts
due on this Note shall remain unpaid past any scheduled payment dare, this Note shall bear
3
{OR295455; 1 }004.13
62810R294491.DOC;
JUt,j-0'3-2000 15: 38
gg;.;
P.0.4
JUN-09-00 15:28
F ROM-ASE 170 IORL
407-843-6610
T-273 P.OS/06 F-7IB
interest at the lesser of me Taxable Rate (as defined in the Agreement) or the maximum rate
pennitted by law.umil all amounts then due under this Note are paid in full.
The City hereby waives demand, pratest and notice of dishonor.
No obligation under the Agreement or this Note shall be or be deemed to be an
obligation of any member of the City Commission or any officer, employee or agent of the
City in his or her individual capacity, and none of such persons e?,ecuting the Agreement or
this Nate shall be liable personally thereon or hereon by reason thereof.
It is cenified, recited and declared that all acts, conditions and things required to
exist, happen and be perfonned precedent to aod in c011.'1ection with the execmion and delivery
of the Agreement and the issuance of this Note do exist, have happened and have been
performed in due time, form and manner as required by law, and that the issuance of this
Note, tOgether with all other obligations of the City under the Agreement, does not exceed or
violate any constitutional or statutory limiIation.
IN WITNESS WHEREOF, the Ciry of Winter Springs, Florida, caused this
Note to be signed by the manual signature of irs Mayor and its official seal to be affixed hereto
or imprinred or reproduced hereon, and arresred by the manual signature of irs Ciry Clerk, and
this Nate to be dated the Date of Issuance set forth above.
CITY OF WINTER SPRINGS, FLORIDA
(OFFICIAL SEAL)
By
Mayor
ATTEST:
City Clerk
_________________ COMPARISON OF FOOTERS ------------------
-FOOTER 1-
{0R294491; +t2}004.1362810R294491.DOC; 10R294491;1 20R294491;2
-FOOTER 2-
{0R194491; .} 2}OO4.1362810R294491.DOC; l0R294~91; 1 20R294491;2
4
{OR296455: 1 }004.13
62810R294491.DOC;
JlJtj-O'3-2000 15:3,9
38>:
P.DS
JUI1-U~-UU I J: JU
r~UM-I\~C II U I U~L
QU I-O<lroo I U
'-'10 r U'/UJ r-I"
UNITED STATES OF AMERlCA
STATE OF FLORIDA
CITY OF WINTER SPRINGS
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2000B
Principal
Sum
Interest
Rate
Date of Issuance
Mamriry Dare
$899
,625
% 4.85%
June 16, 2000
June 15, 2005
$
The CITY OF WINTER SPRINGS. FLORIDA (the "City"). for value
received, hereby promises to pay, solely from the Pledged Funds described in the within
mentioned Agreement, to the order of BANK OF AMERlCA, N. A., or iIS successors or
assigns (the "Noreholder"), the Principal Sum specified above loaned to the City pursuant to
thaI cenain Loan Agreement by and between Bank of America, N. A., and the City, dated as
of June 16, 2000 (the" Agreement"), and to pay interest on such Principal Sum from the Date
of Issuance specified above or from the most recent date to which interest has been paid at the
Interest Rate per annwn specified above (subject to adjusonem as hereinafter provided) on
April 1 and OctOber 1 of each year, commencing October I, 2000, until such Principal Sum
shall have been paid. The Principal Sum hereof shall be due and payable on the maturity dare
hereof. Such Principal Sum and interest is payable in any coin or currency of the United
States of America which, at the time of payment, is legal tender for the payment of public and
private debts.
This Note is one of an authorized issue of N()tes (rho '"Notes") authorized to be
issued in the aggregate principal amount of $ of like date, tenor and effect, except as
to serios. is~ed $899,625 under the authority of and in full compliance with the Constitution
and laws of the State of Florida, including, panicularly, Chapter 166, Pan n. Florida Statures,
as amended, the Chaner of the City and other applicable provisions of law, and a resolution
duly adopted by the City on June 12, 2000 (the "Resolution"), as such resolution may be
amended and supplemented from time to rime, and is subject to all terms and conditions of the
Resolution and the Agreement. Any term used in this Note and not otherwise defined shall
have the meaning ascribed to such term in the Agreemem.
Thc Nmos are This Note is being issued to finance the cost of cenain capital
projects in and for the City, including the cO~U1:letiOR of the Oak Forest subdivision wall and
me acquisition of computer sofrwar~ and is a medical transpon unit and recrcationf1t
imprOV<mlcnt3 for the City, as described in the Agreement and the Resolution. Tho NOles arc
This Note is payable from the Pledged Funds as described in and in accordance with the
Agreement.
(~0000325; 1}004.13
6281
JUr.J-09-2000 16: 00
407 843 6610
98.%
P.02
JUN-09-OO 15:50
FROM-ASEI7010RL
407-843-6610
f-2(6 P U2/U~ r-(~~
Pursuant to the Agreement, the City has covenanted to appropriate in its annual
budget, by amendment, if necessary, from Non-Ad Valorem Funds lawfully available amounts
sufficient, together with other available moneys, to pay the principal of and interest on-me
Netes this Note, as the same become due (whether by redemption, at maturity or otherwise).
Such covenant and agreement on the pan of the City to budget and appropriate such amounts
of Non-Ad Valorem Funds shall be cumulative to the extent not paid, and shall continue until
such Non-Ad Valorem Funds or other legally available funds in amounts sufficient to make all
such required payments under me Nores this Note shall have been budgeted, appropriated and
actually paid. Norwithstanding the foregoing, the City has not covenanted to maintain any
services or programs. now provided or maintained by the City, which generate Non-Ad
Valorem Funds. Such covenant and agreement on the pan of the City to budget and
appropriate such amounts of Non-Ad Valorem Funds is subject, however, in all respects to
certain appropriation constraints contained in SeCtion 166.241(3). Florida Statutes. as
amended, and to the payment of services and programs which are for essential public purposes
affecting the health, welfare and safety of the inhabitants of the City or which are legally
mandated by applicable law.
This Note shall bear interest from its Date of Issuance at the Interest Rate
specified above on the basis of a 365/366-day year. The Interest Rate specified above is
subject to adjustment as provided in Section 3.1(d) of the Agreement in the event of a
Determination of Taxability. In addition, this Note is subject to adjusanem in accordance with
the provisions in Section 3.3 of the Agreement. The Noteholder shall provide to the City upon
request such documentation to evidence the amount of interest due on this Note.
Notwithstanding any provision in this Note to the contrary, in no event shall The
interest conrracted for, charged or received in connection with this Note (including any other
costs or considerations that constitute interest under the laws of the Stare of Florida which are
contracted for, charged or received) exceed the maximum rare of interest allowed under the
State of Florida as presently in effect. In the event the maturity of this Note is accelerated or
prepaid in accordance with the provisions hereof or of me Agreement, 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 (a) the applicable maximwn rate of imerest allowed
by SeCtions 215.84 and 159.825(1), Florida Statutes, as amended, or (b) the nonusurious
interest allowed by the laws of the State of Florida or the United States, to the extent
applicable, as presenrly in effect and to the extent an increase is allowable by such laws; and
excess interest, if any, shali 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 this Agreement.
All payments made by the City hereon shall apply fIrst [0 accrued interest, and
then to the principal amount then due on this Note.
2
{S000032 5;' 100413
62B1
JUt,I-0'3-2000 16: 00
407 843 6610
99;<
P.03
The City may prepay this Note as a whole or in pan:, at any time or from time
to time, without premium, by paying (0 me Noteholder all Or part of me Principal Sum of me
Note, together with the unpaid interest accrued on the amount of principal so prepaid ro me
date of such prepayment. Each prepayment of mis NOle shall be made on such date and in
such principal amount as shall be specified by me City in a written notice delivered ro me
Noteholder not less than five (5) Business Days prior theretO. Notice having been giver. as
aforesaid, the Principal Sum of this Note scated in such notice or the whole thereof, as the case
may be, shall become due and payable on the prepayment date stated in such Dotice, together
with interest accrued and unpaid to the prepayment date on the principal amount men being
paid; and the amount of principal and interest then due and payable shall be paid (a) in case the
entire unpaid balance of the principal of this Note is to be paid. upon presentation and
surrender of this Note at the office of the City, and (b) in case only pan of the unpaid balance
of principal of this Note is to be paid, upon presentation of this Note at the office of the City
for notation thereon of the amount of principal and interest on this Note then paid. If on the
prepayment dare moneys for the paymem of the principal amount to be prepaid on this Note,
tOgether with interest to the prepaymem dare on such principal amounr, shall have been paid to
the Nmeholder as above provided and if notice of prepayment shall have been given to the
Noteholder as above provided, then from and after the prepayment date interest on such
principal amount of rhis Note shall cease to accrue. If said moneys shall not have been so paid
on the prepayment date, such principal amount of this Note shall continue co bear interest until
payment thereof at the rate or rales provided for in the Agreement.
This Note, when delivered by the City pursuant to the terms of the Agreement
and the Resolution, shall not be or constitute an indebtedness of the City or of me Sra~ of
Florida or any political subdivision or agency thereof, within the meaning of any
constitutional, statutory or chaner limitations of indebtedness, but shall be payable solely from
the Pledged Funds, as provided in the Agreement and the Resolution. No Noteholder shall
ever have the right [Q compel the exercise of the ad valorem taXing power of the City or the
Stare of Florida, or taxation in any form on any propeny therein to pay this Note or the interest
thereon.
Upon the occurrence of an Event of Default relating to this Note, the Principal
Sum of this Note may become or be declared due and payable before the maturity date hereof
in the manner, with rhe effect and subject to the conditions set forth in the Agreement and the
Resolution. The Noteholder shall also have such other remedies as described in the
Agreem~m_
If this Note shall be declared ro be immediately due and payable or any amounts
due on this Note shall remain unpaid past any schedukd payment date, this Note shall bear
interest at the lesser of the Taxable Rate (as defined in the Agreement) or me maximwn rate
penniued by law until all amounts then due under this Note are paid in full.
The City hereby waives demand, protest and notice of dishonor.
3.
- - - - - -,.1 } 004_ 1 3
JlJtl-0'3-2000 16: 00
407 8.43 6610
'38.;;
P.04
JUN-09-OO 15:51
FROM-ASEI7010RL
407-843-6610
T-ZI6 P.Uo/Uo r-IZZ
No obligation under the Agreeml::nt or this NOte shall be or be deemed ro be an
obligation of any member of the City Commission or any officer, employee or agent of the
City in his or her individual capacity, and none of such persons executing the Agreement or
this Note shall be liable personally thereon or hereon by reason thereof.
It is cenified, recited and declared that all actS, conditions and Things required to
exist, happen and be performed precedent to and in connection WiTh the execution and delivery
of the Agreement and the issuance of this Note do exist, have happened and have been
performed in due time, fonn and manner as required by law, and that the issuance of this
Note, tOgether with all other obligations of the City under the Agreement, does not exceed or
violate any constitutional or srarutory limitation.
IN WITNESS WHEREOF, the City of Wimer Springs, Florida, caused this
Note to be signed by the manual signarure of iTS Mayor and its official seal to be affixed hereto
or imprinted or reproduced hereon, and arrested by the manual signature of its City Clerk, and
this NOte to be dated the Date of Issuance set fonh above.
CITY OF WINTER SPRINGS, FLORIDA
(OFFICIAL SEAL)
By
Mayor
ATTEST:
City Clerk
------------------ CaMP ARlSON OF FOOTERS _____m__m_____
-FOOTER 1-
{0R294587; 1]004. 13628 1 UNITED ST^TE8 OF AMERIC.'\0R294587;12}004.136281
-FOOTER 2-
{0R294587; 1}004.1362&lUNITED STATES OF AMERlCA0R294587; 1 2}004.136281
u
4
l 50000325; 1 }004.13
fi2S1
JUt.H3'3-2000 16: 00
407 843 6610
99;~
P.0S
JUN-09-00 13:55
FROM-ASE I!O IORL
407-843-6610
T-267 P.02/06 F-713
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS. FLORIDA, ACCEPTING THE
PROPOSAL OF BANK OF AMERICA. N .A., TO PROVIDE
THE CITY WITH A NOT TO EXCEED $1,651,000 LOAN TO
FINANCE THE COST OF CERTAIN CAPITAL PROJECTS IN
AND FOR THE CITY, INCLUDING THE CONSTRUCTION
OF THE OAK FOREST SUBDIVISION WALL AND THE
ACQUISITION OF COMPUTER SOFTW ARE, AND A
MEDICAL TRANSPORT UNIT FOR THE CITY;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
LOAN AGREEMENT WITH SAID BANK PURSUANT TO
WHICH THE CITY WILL ISSUE NOTES TO SECURE THE
REP A YMENT OF SAID LOAN AND WILL PLEDGE TO THE
EXTENT PROVIDED THEREIN CERTAIN PLEDGED
FUNDS TO SECURE THE REPAYMENT OF SAID NOTES;
AUTHORIZING THE ISSUANCE OF TWO NOTES IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$1,651,000 PURSUANT TO THE LOAN AGREEMENT TO
SECURE THE REP A YMENT OF SAID LOAN;
DESIGNATING SAID NOTES FOR THE EXCEPTION TO
THE PROVISIONS CONTAINED IN THE INTERNAL
REVENUE CODE OF 1986 WHICH DENY FINANCIAL
INSTITUTIONS ANY DEDUCTIONS FOR INTEREST
EXPENSE ALLOCABLE TO TAX-EXEMPT OBLIGATIONS;
AUTHORIZING THE EXECUTION AND DELIVERY OF
OTHER DOCUMENTS IN CONNECTION WITH SAID
LOAN; AND PROVlDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OP
WINTER SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of Chapter 166, Pan II, Florida Statutes, as amended,
Chapter 72-718, Laws of Florida, Special ActS of 1972, as amended, being the chaner of the
City of Winter Springs. Florida and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, derermined and declared:
(A) The City of Winter Springs, Florida (the "City"), deems it necessary,
desirable and in the best interests of the City that the City undertake certain capital projectS in
and for the City, including the consrruction of the Oak Forest subdivision wall and the
acquisition of computer software and a medical rransport unit for the City I all as more
panicularly described in the Loan Agreement (as defined herein) and in accordance with the
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plans and specifications on file or [0 be on me with the City, as the same may be modified
from time to time (the "Project").
(B) Bank of America, N.A. (the "Bank") has submiued a proposal to the
City to make a not to exceed $1,651,000 loan (the "Loan") to the City, d1e proceeds of which
will be applied to finance the cost of the Project.
(C) The Loan will be secured by the Loan Agreement pursuant to which the
City will issue notes (the "Notes") to secure the repayment of the Loan.
CD) The City is advised that due to the present volatility of the market for
municipal debt, it is in the best interest of the City to issue the Notes pursuant to the Loan
Agreement by negotiated sale, allowing the City to issue the Notes at the most advantageous
time, rather than a specified advertised future date, thereby allowing the City to obtain the best
possible price. interest rate and other terms for the Notes and, accordingly, the City
Commission of the City hereby finds and detennines that it is in the best financial interest of
the City that a negotiated sale of the Notes pursuant to the Loan Agreement be authorized.
(E) The Loan will be repaid solely from the Pledged Funds (as defIDed in the
Loan Agreement). Such Pledged Funds include, but are not limited to, moneys budgeted and
appropriated pursuant to the Loan Agreemenr. The ad valorem taXing power of the City will
never be necessary or authorized to pay the amounts due on the Loan.
(F) It is not reasonably anticipated that more than $10,000,000 of tax-exempt
obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), will be issued by the City in calendar year 2000.
SECTION 3 . AUTHORIZATION OF REFUNDING AND PROJECT. The
City does hereby authorize the acquisition and constrUction of the Project.
SECTION 4. ACCEPTANCE OF PROPOSAL. The City hereby accepts the
proposal of the Bank to provide the City with the Loan.
SECTION 5. AUTHORIZATION OF LOAN AGREEMENT. The Loan and
the repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan
Agreement. The City hereby authorizes the Mayor or the Vice Mayor or the Commissioner of
the City (the "Mayor") and the City Clerk or any Assistant City Clerk of me City (the "City
Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the
City and the Bank substantially in the form attached hereto as Attachment A (the "Loan
Agreement"), with such changes. insertions and additions as they may approve, their execution
thereof being evidence of such approval.
SECTION 6. AUTHORIZATION OF NOTES TO FINANCE THE COST OF
THE PROJECT. The City does hereby authorize the issuance of tWO Notes in the aggregate
principal amount of not exceeding $1,651,000 for the purpose of providing the City wiTh
sufficient funds to finance the cost of the Project. The Mayor, City Manager, and City Clerk
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are hereby authorized to execute, seal and deliver on behalf of the City the Notes and other
documents, instruments, agreements and certificates necessary or desirable to effecruate the
Loan as provided in the Loan Agreement:. The Notes shall be issued in the principal amount
(not exceeding in aggregate $1,651.000), shall bear interest at the initial interest rates (not
exceeding _%), shall have a final maruriry date of five years from the date of the execution
and delivery of the Loan Agreement authorized herein and shall have such other temlS. all as
set forth in the Loan Agreement and the Notes authorized herein and executed and delivered in
connection with Loan.
SECTION 7 . DESIGNATION OF NOTES AS QUALIFIED TAX-EXEMPT
OBLIGATIONS. The City hereby designates the Notes described in Section 6 hereof as
"qualified tax-exempt obligations" under Section 265(b)(3) of the Code. This designation is
based upon the findings of the City set fonh in Section 2(G) of this Resolution and the Mayor
is authorized to recertify such finding upon the issuance of the Notes. The City acknowledges
that any action which adversely impacts the statUS of the Notes as "qualified taX-exempt
obligations" will n~sult in an upward adjusnnem to the interest rate on me Nmes.
SECTION 8. LIMITED OBLIGATION. The obligation of me City to pay me
Notes is a limited and special obligation payable solely from the Pledged Funds in the manner
and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith
and credit or taxing power of the City and such obligation shall not create a lien on any
property whatsoever of or siruated within the City other than the Pledged Funds.
SECTION 9. GENERAL AUTHORIZATION. The Mayor, City Manager,
and City Clerk and other employees or agents of the City are authorized to execute and deliver
such documents, instruments and contracts, and are hereby authorized and. directed to do all
acts and things required hereby as may be necessary for the full, punCtual and complete
perfonnance of all the terms, covenants, provisions and agreements herein contained, or as
otherwise may be necessary or desirable to effecroate the purpose and intent of this Resolmion.
SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances,
resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the
extent of such conflict.
SECTION 11. EFFECTIVE DATE.
immediately upon its adoption.
This Resolution shall take effect
PASSED, APPROVED AND ADOPTED this 12th day of June, 2000.
CITY OF WINTER SPRlNGS, FLORIDA
(OFFICIAL SEAL)
By
Mayor
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ATTEST:
City Clerk
Approved as to form ana legal sufficiency:
City Attorney
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Attachment: A
LOAN AGREEMENT
_________________ COMPARISON OF HEADERS -----------------
-HEADER 1-
-HEADER 2-
A
__________________ COMPARISON OF FOOTERS -----------------
-FOOTER 1-
{0R294044; ~ 3}
-FOOTER 2-
{0R294044; 2)0R294044~ 3}
R
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P.06
COMMISSION AGENDA
ITEM
K
CONSENT
INFORMATIONAL
PUBLIC HEARlNG
REGULAR X
6-12-00
Meeting
MGR. ~ /DEPT
Authorization
REQUEST: The Information Services Department wishes to amend its prior
recommendation to the City Commission for the award for the
Financial Systems Request For Proposal and to allow the City
Manager to enter into contract negotiations with preferred vendor.
PURPOSE: To inform the City Commission of the change in the most preferred bid
package received as a result of the Financial Systems RFP.
CONSIDERATIONS:
The original bid was won by SCT Global Government Solutions in
conjunction with KIVA for a total Financial, GIS and Land Management
solution bid in the amount of$753,515. The SCT/KIVA proposal could
not be implemented. Because of an error on the part of SCT in preparing
their bid, the pricing on a module was unintentionally excluded from their
proposal pricing, although the module itself was listed as being included.
With much discussion between the City and SCT, a compromise could not
be reached. Therefore, Information Services along with the City's
consultant, is recommending the second place bidder, Munis. Munis has
worked out a partnership agreement with KN A so that the solution they
are offering us is the total solution we would have had with SCT, which is
a total Financial, GIS, and Land Management system with all interfaces
included.
This solution (Munis) has a total project expense of $688,909 which
includes software, hardware, and services. An additional cost of$45,130
is included in the total cost of the project for the consulting services by
Ameritek bringing the total project cost to $734,039. The Munis products
carry a 90-day warranty; therefore, an additional $15,855 would be due
Munis on January 1, 2001 for maintenance costs for the first year.
Page 2 of2
Regular Agenda Item - K
Amendment of Recommendation to Commission on award of Financial Systems RFP
June 12, 2000
FUNDING:
The annual loan payment of $174,850 will be paid 50% by the Utility Fund and
50% by the General Fund.
RECOMMENDATION:
It is the recommendation of the Information Services Department, in conjunction
with Ameritek Orlando Consultation Group to amend the award of the bid from
SCT to Munis in the amount of $688,909.
It is requested that the City Commission authorize the City Manager to enter into
contract negotiations with Munis for the procurement of the Financial, GIS, and
Land Management system.
IMPLEMENTATION SCHEDULE:
See RFP.
ATTACHMENTS:
Ameritek Letter of June 6,2000.
COMMISSION ACTION:
S:\City Hall\Agendas, Agenda Items, Minutes\Agenda Items\FY 2000\June 2000\June 12, 2000\Regular K
Rp/'.nmmpntilltinn fnr Fimmr.i~1 ~v~tpm RFP? 0"_1 ?OO tin/'.
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151 Semoran Commerce Place. Apopka. Florida 32703 · (407) 886-2323
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June 6. 2000
To:
Ron Mclemore
City Manager - City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Dear Ron,
The intend of this letter is to summarize the solution presented by MUNIS for the City of Winter Springs
Finandal Application Procurement and Implementation. After many hou~ of discussions by membe~ of
MUNlS, KIVA, and Ameritek Orlando, Ameritek Orlando is proud to present to the City of Winter Spfings
the most complete and comprehensive solution feasible for the City of Winter Springs via a joint effort
with MUNIS and KIVA Land Management Systems. The purpose of this letter is to summarize the
financial details of the solution. The cost summary of the proposed solution IS as follows:
MUNIS Solution Details: MUNIS Software Investment: $156,300
MUNIS Services Expenses: $258.520
MUNIS Travel Expen~ (Estimated): $ 41,650
MUNIS Hardware Expenses: $ 26.277
Total MUNIS Expense: $482,747
KIVA Solution Details: KIVA Software Investment: $ 63,500
KIVA Special Services Expenses: $ 63.900
KIVA Training Expenses: $ 30.780
KIVA Hardware Expenses: $ 19,782
Total KIVA Expense: $177,9&2
Oracle Solution Details (KIVA): Oracle Software Investment: $ 2.600
Oracle Services Expenses: $ 1.600
Total Oracle Expense (KIVA): $ 4,200
Oracle Solution Details (MUNIS):Oracle Software Investment (Estimated):$19.000
Orade Tools Investmem (Estimated): $ 5,000
Total Oracle Expense (MUNIS):$ 24,000
Ameritek Solution Details: Project Management I Consulting Fee: 5) 45,130
Total Amerltek EXp6nse: $ 45,130
TOTAL PROJECT EXPENSE (Software I Hardware I Services):
$734.039
MUNIS MAINTENANCE COST FOR FIRST YEAR: $15,855 (Due: January 1,2001)
MUNIS MAINTENANCE COST FOR SECOND YEAR: $31,710 (Due: October 1,2001)
(Continuing MUMS Maintenance Fee to be paid ANNUALL Yon October 1 of each year)
KIVA MAINTENANCE COST FOR FIRST YEAR: SO
KIVA MAINTENANCE COST FOR SECOND YEAR: $ 11,410 (Due: October 1, 2001)
(Continuing KIVA Maintenance Fee ro be paid ANNUALL Yon October 1 of eaCh year)
ORACLE MAINTENANCE COST FOR FIRST YEAR: $ 563 (Due: 90 Days from Installation)
(Comjnuing ORACLE Maintenance Fee to be paid ANNUALL Y every 12 months from first payment dale)
HP HARDWARE MAINTENANCE COST FOR FIRST YEAR: SO
HP HARDWARE MAINTENANCE COST FOR SECOND-FORTH YEAR: $3.900 (Due: October 1, 2001)
(Continuing HP Hardware Maintenance Fee not due unt~ October 1, 2004 - Paid direct to HP)
TOTAL MAINTENANCE COSTS DUE 90 DAYS FROM INSTALLATION:
TOTAL MAINTENANCE COSTS DUE JANUARY 1, 2001:
TOTAL MAINTENANCE COSTS DUE OCTOBER 1.2001:
TOTAL RECURRING MAINTENANCE COSTS FOLLOWING YEARS: (ESTIMATE):
$ 563
U!..lli
UL9-2.0.
$ 43.683
;i' Serving Central Florida Slnetl 1976
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KIVA and MUNIS are prepared to deliver the solution as summarized in the amended proposal which is
being presented to you today at the prices summarized in this letter. It is the recommendation of the
Amente!< Or1ando Consulting Group that the City move forward with contract approval and fund
disbursem€1'\t negotiations as soon as possible.
Respectfully.
/:;/~/ /t%~~
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Michael E. Kor~
Ameritek. Orlando Consulting Group