HomeMy WebLinkAbout2004 09 27 Public Hearings 402
COMMISSION AGENDA
ITl8:M 402
Consent
Information
Public Hearin
Re ular
MGR. ~ept@)
x
September 20, 2004
Meeting
REQUEST: The City Manager Is Requesting The Commission To Adopt
Resolution No. 2004-47, Accepting The Proposal From Bank Of America, N.A. To
Provide The City With A Line Of Credit Not Exceeding $6.7 Million To Finance
The City's Costs Of Debris Clean-Up And Related Expenses Associated With Storm
Damage Resulting From Hurricanes Charley And Frances.
PURPOSE: The purpose of.this agenda item is to request the commission to adopt Resolution
No. 2004-47, accepting the proposal from Bank of America, N.A. to provide the City
with a line of credit not exceeding $6.7 million to finance the city's costs of debris clean-
up and related expenses associated with storm damage resulting from hurricanes Charley
and Frances; authorizing the execution and delivery of a loan agreement; authorizing the
City's covenant to budget and appropriate sufficient legally available non-ad valorem
revenues to repay the note; covenanting to apply all amounts received from the Federal
Emergency Management Agency (FEMA) and other governmental agencies and other
sources specifically designated for such project costs to repayment of said note;
authorizing the proper officials of the City to take action on anything deemed necessary
or advisable in connection with the execution of the loan agreement, the note, and the
security; and authorizing the execution and delivery of other documents in connection
with said loan.
CONSIDERATION: Due to hurricanes Charley and Frances, the City estimates the total
preparation and restoration costs to be close to $7.0 Million, all of which would need to
be paid upfront by the City. The City's portion of these costs is estimated to be $1.3
Million. The City will be seeking reimbursement from the Federal Emergency
Management Agency (FEMA) and the State of Florida for their share of these costs. In
the meantime, rather than depleting the City's Fund Balances, the City has engaged our
Financial Advisor, Public Financial Management, Inc., to secure short-term financing to
pay these expenses as approved by the Commission at the September 20, 2004 meeting.
PFM has received three bids to provide this short-term fmancing for the City. After
analyzing the bid information, David Moore of PFM has determined Bank of America,
Public Hearing Agenda Item 402
September 27,2004
Page 2 of2
N.A. to be the lowest most responsible bidder. The interest rate on this financing is
calculated on the thirty (30) day London Interbank Offered Rate (LIBOR), as published
in the Wall Street Journal on the first calendar day of each month on which such rate is
published. This rate becomes effective as of the first calendar day of such month. The
interest rate is calculated as sixty-three and seven/tenths (63.7%) of the thirty (30) day
LIBOR Rate plus forty (40) basis pints (0.40%). On September 15, 2004, this variable
interest rate was 1.53%. As of September 24, 2004, the attached loan agreement,
Attachment A to Resolution No. 2004-47, was still being reviewed by staff, PFM, and
the attorneys. Any changes to this document will be brought to the Commission at
tonight's meeting for consideration.
FUNDING: Funding to pay-off this short-term financing would be from reimbursements by
FEMA and the State as well as from any other funding sources approved by the
Commission in the Public Hearing Agenda Item 400 this evening.
RECOMMENDATIONS: Approval of Resolution No. 2004-47 and authorization for the City
Manager, Mayor, and staff to take action to facilitate closing the financing.
ATTACHMENTS:
1. Resolution No. 2004-47
2. Loan Summary
3. Optional Debt Service Scenarios
2
RESOLUTION NO. 2004-47
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS, FLORIDA, ACCEPTING
THE PROPOSAL OF BANK OF AMERICA, N.A., TO
PROV[J>E THE CITY WITH A NOT EXCEEDING $6.7
MILLION LINE OF CREDIT TO FINANCE THE CITY'S
COSTS OF DEBRIS CLEANUP AND RELATED
EXPENSES ASSOCIATED WITH STORM DAMAGE
RESULTING FROM HURRICANES CHARLEY AND
FRANCES (THE "PROJECT"); AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
WITH SAID BANK PURSUANT TO WHICH THE CITY
WILL ISSUE A NOTE TO SECURE THE REPAYMENT OF
SAID LOAN; AUTHORIZING THE CITY'S COVENANT
TO BUDGET AND APPROPRIATE SUFFICIENT
LEGALLY A V AILABLE NON-AD VALOREM REVENUES
TO REPAY THE NOTE; COVENANTING TO APPLY ALL
AMOUNTS RECEIVED FROM THE FEDERAL
EMERGENCY MANAGEMENT AGENCY AND OTHER
GOVERNMENTAL AGENCIES AND OTHER SOURCES
SPECIFICALLY DESIGNATED FOR SUCH PROJECT
COSTS TO REPAYMENT OF SAID NOTE;
AUTHORIZING THE PROPER OFFICIALS OF THE CITY
TO DO ANY OTHER ADDITIONAL THINGS DEEMED
NECESSARY OR ADVISABLE IN CONNECTION WITH
THE EXECUTION OF THE LOAN AGREEMENT, THE
NOTE, AND THE SECURITY THEREFORE;
DESIGNA TING THE NOTE AS A "QUALIFIED T AX-
EXEMPT OBLIGATION" UNDER SECTION 265(b)(3)(B)
OF THE INTERNAL REVENUE CODE OF 1986;
AUTHORIZING THE EXECUTION AND DELIVERY OF
OTHER DOCUMENTS IN CONNECTION WITH SAID
LOAN; PROVIDING FOR SEVERABILITY; 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, Florida Statutes, the Florida Constitution,
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.
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SECTION 2. FINDINGS. It is hereby ascertained, determined 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 finance certain of the City's costs of
debris cleanup and related expenses associated with storm damage resulting from hurricanes
Charley and Frances (the "Project"), all as more particularly described in the Loan Agreement
(as defined herein).
(B) Pursuant to Section 2(b), Article VIII of the State Constitution, and
Section 160.02, Florida Statutes, municipalities have the governmental, corporate and
proprietary powers to enable them to conduct municipal government, perform municipal
functions, and render municipal services, and may exercise any power for municipal purposes,
except when expressly prohibited by law. The issuance of the 2004B Note (hereinafter
defined) and the execution and delivery of the Loan Agreement for the purposes of
accomplishing the Project is not prohibited by law.
(C) Bank of America, N .A. (the "Bank") has submitted a proposal to make a
loan in an amount not exceeding $6.7 million (the "Loan") to the City, the proceeds of which
will be applied to finance the cost of the Project.
(D) The Loan will be secured by the Loan Agreement pursuant to which the
City will issue a note (the "2004B Note") to secure the repayment of the Loan.
(E) 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 2004B Note pursuant to the
Loan Agreement by negotiated sale, allowing the City to issue the 2004B Note 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 2004B Note 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 2004B Note pursuant to the Loan
Agreement be authorized.
(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 2004.
SECTION 3. AUTHORIZATION OF FINANCING OF PROJECT. The City
hereby authorizes the financing 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 the
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Loan Agreement. The City hereby authorizes the Mayor or the Deputy Mayor/Commissioner
of the City (the "Mayor") and the City Clerk or any assistant or deputy 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, insertions and additions as they may approve, their
execution thereof being evidence of such approval.
SECTION 6. PAYMENT OF DEBT SERVICE ON NOTE. Pursuant to the
Loan Agreement, the City covenants and agrees to appropriate in its annual budget, by
amendment, if necessary, from legally available non ad-valorem revenues of the City, and
which are lawfully available to pay debt service on the 2004B Note, amounts sufficient to pay
principal of and interest on the 2004B Note as the same shall become due. The City
additionally covenants in the Loan Agreement to apply all moneys received from the Federal
Emergency Management Agency ("FEMA ") and other governmental and private sources
specifically designated to pay Project costs for repayment of the 2004B Notes.
SECTION 7. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT
TRANSACTION. To the extent that other documents, certificates, opinions, or items are
needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or
the 2004B Note and the security therefore, the Mayor, the City Manager, the City Attorney,
the City Clerk and the City Finance Director are hereby authorized to execute and deliver such
documents, certificates, opinions, or other items and to take such other actions as are
necess~ry for the full, punctual, and complete performance of the covenants, agreements,
provisions, and other terms as are contained herein and in the documents included herein by
reference.
SECTION 8. DESIGNATION OF NOTE AS BANK QUALIFIED. The City
designates the 2004B Note as a "qualified tax-exempt obligation" within the meaning of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The City
does not reasonably anticipate that the City, any subordinate entities of the City, and issuers of
debt the issue "on behalf" of the City, will during the calendar year 2004 issue more than
$10,000,000 of "tax-exempt" obligations, exclusive of those obligation described in Section
265(b)(3)(C)(ii) of the Code.
SECTION 9. PAYING AGENT AND REGISTRAR. The City hereby accepts
the duties to serve as Registrar and Paying Agent for the Note.
SECTION 10. LIMITED OBLIGATION. The obligation of the City to repay
amounts under the Loan Agreement and the 2004B Notes are limited and special obligations,
payable solely from the sources and in the manner set forth in the Loan Agreement and shall
not be deemed a pledge of the faith and credit or taxing power of the City.
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SECTION 11. EFFECT OF PARTIAL INVALIDITY. If anyone or more
provisions of this Resolution, the Loan Agreement or the 2004B Note shall for any reason be
held to be illegal or invalid, such illegality or invalidity shall not effect any other provision of
this Resolution or the Note, but this Resolution, the Loan Agreement and the 2004B Note shall
be construed and enforced as if such illegal or invalid provision had not been contained
therein. The 2004B Note and Loan Agreement shall be issued and this Resolution is adopted
with the intent that the laws of the State of Florida shall govern their construction.
SECTION 12. EFFECTIVE DA TE. This Resolution shall take effect
immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 27th day of September, 2004.
CITY OF WINTER SPRINGS, FLORIDA
(OFFICIAL SEAL)
By
Mayor
ATTEST:
City Clerk
Approved as to form:
City Attorney
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ATTACHMENT A
LOAN AGREEMENT
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LOAN AGREEMENT
Dated as of October 1, 2004
By and Between
THE CITY OF WINTER SPRINGS, FLORIDA
(the "City")
and
BANK OF AMERICA, N.A.
(the "Bank")
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TABLE OF CONTENTS
(The Table of Contents for this Loan Agreement is for convenience of reference only and
is not intended to define, limit or describe the scope or intent of any provisions of this Loan
Agreement.)
Page
ARTICLE I DEFINITION OF TERMS .................................................................................1
Section 1.01. Definitions.. .......................... ....... ................. .... ............. ............ ......... ..........1
Section 1.02. Interpretation..... ..................... ...................................... ........... .....................5
Section 1.03. Titles and Headings...................................................................................... 5
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES ..................6
Section 2.01. Representations and Warranties of City........... ......... ............ .......................6
Section 2.02. Representations and Warranties of Bank .....................................................6
ARTICLE III THE NOTE..........:.................. .... .......... .................. ...........................................7
Section 3.01. Purpose and Use............... .... .......... ............ ........................................... ....... 7
Section 3.02. The Note................................................................... ....................................7
Section 3.03. Adjustments to Note Rate ............................................................................8
Section 3.04. Compliance with Section 215.84 .................................................................8
Section 3.05. Conditions Precedent to Issuance ofNote....................................................8
Section 3.06. Registration of Transfer; Assignment of Rights of Bank ...........................1 0
Section 3.07. Ownership of the Note ...............................................................................11
Section 3.08. Use of Proceeds of Note Pem1itted Under Applicable Law.......................l1
Section 3.09. Authentication ........................................................ ................... .................11
ARTICLE IV COVENANTS OF THE CITY ........................................................................11
Section 4.01. Perfom1ance of Covenants ........................... .... ..........................................11
Section 4.02. Payment of Note .................................................. ........................... ............11
Section 4.03. Covenant to Budget and Appropriate.........................................................12
Section 4.04. Tax Covenant. ................................... ........................ ........................ ........ .12
Section 4.05. Commitment to Pay Note from Other Sources ..........................................13
Section 4.06. Financial Covenants ........ ....... ...................... .................. ........................... .13
Section 4.07. Compliance with Laws and Regulations ....................................................13
Section 4.08. Anti- Dilution Test..... ........ ..... .................................................................. ..13
ARTICLE V EVENTS OF DEFAULT AND REMEDIES................................................... 13
Section 5.01. Events of Default........... ......... ..... ........................... .......... ........... ...... ...... ...13
Section 5.02. Exercise of Remedies........................ ..................... ............................... .....14
Section 5.03. Remedies Not Exclusive ............................................................................15
Section 5.04. Waivers, Etc............................................... ......... .............. ........................ .15
,
ARTICLE VI MISC ELLANEOUS PROVISIONS ...............................................................16
Section 6.01. Covenants of City, Etc.; Successors...........................................................16
Section 6.02. Term of Agreement ....................................................................................16
Section 6.03. Notice of Changes in Fact ..........................................................................16
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Section 6.04. Amendments and Supplements .................. ............ .................................... ] 6
Section 6.05. Notices. .............. ............................................................ ............. .............. ..16
Section 6.06. Benefits Exclusive ......................................................................................17
Section 6.07. Severability...................... ........................ ................................................... ] 7
Section 6.08. Payments Due on Saturdays, Sundays and Holidays .................................17
Section 6.09. Counterparts. ................................ ............ ................................................. .17
Section 6.10. Applicable Law. ........................... ............. .... ................. .......................... ..18
Section 6.] I. No Personal Liability .................................................................................] 8
Section 6.12. Defeasance....... .................................................. ................ .... ......... .......... .18
Section 6.13. Incorporation by Reference... .............. ............ .............................. ...... ....... ] 8
Exhibit A
Form of Note...................................................... ............. ........................... ......... A-I
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LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement"), made and entered into this 1st day of
oOctober, 2004, by and between THE CITY OF WINTER SPRJNGS, FLORJDA (the "City"), a
municipal corporation of the State of Florida and its successors and assigns, and BANK OF
AMERJCA, N.A., a national banking association authorized to do business in Florida, and its
successors (the "Bank").
WIT N E SSE T H:
WHEREAS, capitalized terms used in these recitals and not otherwise defmed shall have
the meanings specified in Article 1 of this Agreement;
WHEREAS, the City, pursuant to the provisions of the Florida Constitution, Chapter 166,
Florida Statutes, the City Charter and any other applicable provisions of law (all of the
foregoing, collectively, the "Act"), and Resolution No. , adopted by be City on
September 27, 2004, is authorized to borrow money, issue bonds, notes or other obligations for
the City's public purpose; and
WHEREAS, in response to a request for proposal by the City regarding an intended
borrowing to fmance the City's cost of debris cleanup and related expenses associated with storm
damage resulting from Hurricanes Charley and Frances (the "Project"), and related costs of
issuance, the Bank submitted its commitment, dated September l5, 2004, to the City (the
"Commitment"); ani
WHEREAS, the City has accepted the Commitment and the Bank is willing to purchase
the City's Note (as hereinafter defined), but only upon the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01. Definitions. Capitalized terms used in this Agreement and not otherwise
defined shall have the respective meanings as follows:
"Act" shall have the meaning assigned to that term in the recitals hereof.
"Additional Amount" shall have the meaning ascribed to such term in Section [3 .1 (d)]
hereof.
"Advance" shall mean the principal amount of each payment in the minimum amount of
$100,000 made by the Bank to or on the order of the City pursuant to a Notice of Borrowing
made by the City pursuant to Section 3.02(a) hereof.
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"Agreement" shall mean this Loan Agreement and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Authorized Denomination" shall mean, with respect to the Note, the Outstanding
Principal Balance of the Note.
"Available .Balance" shall mean [$7,] 00,000], reduced by the aggregate amount of
Advances previously made to the Issuer.
"Bank" shall mean Bank of America, N.A., and its successors.
"Bond Counsel" shall mean, Akerman Senterfitt:, Orlando, Florida, or any other attorney
at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal
tax exemption of interest on obligations issued by states and political subdivisions.
"Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
banks in Orlando, Florida are authorized or required to be closed.
"City" shall mean the City of Winter Springs, Florida, a municipal corporation.
"City Clerk" shall mean the City Clerk of the City ani 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 from time to time,
and the applicable rules and regulations promulgated thereunder.
"Debt Service" means principal ani interest, and other debt-related costs, due III
connection with the Note, as applicable.
"Default Rate" shall mean twelve percent (J 2%) provided such rate shall not exceed the
highest rate of interest allowed by applicable law.
"Designated Revenues" shall mean Non-Ad Valorem Funds of the City budgeted and
appropriated in accordance with Section 4.03 hereof
"Determination of Taxability" shall mean, with respect to the Note, the circumstance that
shall be deemed to have occurred if interest paid or payable on the Note becomes includable for
federal income tax purposes in the gross income of the Noteholder as a consequence of any act,
omission or event whatsoever, and regardless of whether the same was within or beyond the
control of the City. A Determination of Taxability will be deemed to have occurred upon (a) the
receipt by the City or a Noteholder of an original or a copy of an Internal Revenue Service
Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest
payable on the Note is includable in the gross income of the Noteholder; or (b) the issuance of
any public or private ruling of the Internal Revenue Service that any interest payable on the Note
is includable in the gross income of a Notelnlder. 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 Determination of Taxability
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shall not occur it the event such interest is taken into accow1t in determining adjusted current
earnings for the purpose of the alternative minimum tax imposed on corporations.
In the case of (a) and (b) above, no Determination of Taxability shall be deemed to occur
unless the City has been given timely written notice that such a determination has been made by
the Internal Revenue Service and an opportunity to participate in and seek, at its own expense, a
final administrative determination or detennination by a court of competent jurisdiction (from
which no further right of appeal exists) as to the existence of such event of taxability; provided
that the City, at its own expense, delivers to the Bank an opinion of Bond Counsel acceptable to
the Bank to the effect that such appeal or action for judicial or administrative review is not
without merit and there is a reasonable possibility that the judgment, order, ruling or decision
from which such appeal or action for judicial or administrative review is taken will be reversed,
vacated or otherwise set aside.
"Event of Default" shall mean an Event of Default as defined in Section 5.0] of this
Agreement.
"Federal Securities" shall mean:
1. Cash
2. U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series - "SLGs")
3. Direct obligations of the Treasury which have been stripped by the Treasury
itself, CATS, TlGRS and similar securities.
4. Resolution Funding Corp. (REFCORP). Only the interest component of
REFCORP strips which have been stripped by request to the Federal Reserve
Bank of New York in book entry forn1 are acceptable.
5. Pre-refunded municipal bonds rated "Aaa" by Moody's Investors Service
("Moody's") and "AAA" by Standard & Poor's Ratings Group ("S&P"). If,
however, the issue is only rated by S&P, then the pre-refunded bonds must have
been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or
AAA rated pre-refunded municipals to satisfy this condition.
6. Obligations issued by the following agencies which are backed by the full faith
and credit of the U.S.:
a. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
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c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f U.S. Department of Housing and Urban Development (BUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. govemment guaranteed
debentures and U.S. Pub lic Housing Notes and Bonds -
U.S. government guaranteed public housing notes and bonds
"Final Maturity Date" shall mean the date on which aU principal and all unpaid interest
accrued on the Note shall be due and payable in fu1l, which date shall be, if rot sooner due to
acceleration or prepayment, September 30, 2006.
"Fiscal Year" shaH mean the 12- month period commencing October I of each year and
ending on the succeeding September 30, or such other 12-month period as the City may
designate as its "fiscal year" as permitted by law.
"Index Rate" shall mean the thirty (30) day LIB OR Rate, as published in the WaH Street
Journal on the first calendar day of each month on which such rate is published. Such rate shaH
become effective as of the first calendar day of such month.
"Interest Payment Date" shaH mean each April I and October 1, commencing April 1,
2005.
"LIBOR Rate" shall mean the London Interbank Offered Rate offered by a specified
group of London banks for U.S. dollar deposits of a stated matUJity.
"Loan" shall refer to an amount equal to the Outstanding Principal Balance of the Note,
which shall not exceed 1$7,100,000], together with unpaid interest which has accrued.
"Maximum Corporate Tax Rate" sha1l mean (a) on the date of issuance of the Note, 35%
and (b) thereafter, the maximum marginal rate of income tax imposed on corporations under
Section 11 of the Code.
"Non-Ad Valorem Funds" shall mean all legally available funds of the City derived form
any source whatsoever other than ad valorem taxation on real and personal property, which are
legally available to make the payments required herein, but only after provision has been made
by the City for the payment of services and programs which are for essential public purposes
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affecting the health, welfare and safety of the inhabitants of the City or which are legally
mandated by applicable law.
"Note" shall mean the Note issued by the City under this Agreement.
"Note Rate" shall mean the Tax Exempt Rate, as modified by any Adjustments (as
defined in Section 3.03 hereof), or, if applicable, the Taxable Rate. The Note Rate shall be
calculated on the basis of a 360-day year of 12, 30-day months.
"Noteholder" shall mean the Bank as the holder of the Note and any subsequent
registered holder of the Note.
"Noteholder's Adjusted Cost of Funds" shall mean the fraction (expressed as a
percentage), determined by the Noteholder, the numerator of which is the total interest expense
of the Noteholder for each calendar year and the denominator of which is the total average
adjusted basis of all assets of the Noteholder during the calendar year as determined under
Section 265(b)(2)(B) of the Code or any successor provision thereto.
"Outstanding Principal Balance" shall mean, with respect to the Note, the sum of all
Advances under the Note, less the sum of all principal payments, whether scheduled or by earlier
redemption, on the Note.
"Project" shall have the meaning set forth in the Whereas clauses to this Agreement.
"Resolution" shaH mean Resolution No. , adopted at a meeting of the City
Commission on September 27, 2004 which, among other things, authorized and confirmed the
borrowing of the Loan and execution and delivery of this Agreement and the issuance of the
Note.
"Taxable Period" shall have the meaning ascribed to such term in ISection 3.1(d)).
"Taxable Rate" shall mean the Index Rate plus one hundred twenty (120) basis points
(1.20%).
"Tax Exempt Rate" shall mean sixty-three and seven/tenths (63.7%) of the Index Rate,
plus forty (40) basis points (0.40%).
Section 1.02. Interpretation Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number 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 meaning ascribed to such terms in the Resolution.
This Agreement and all the terms and provisions hereof shall be construed to effectuate the
purpose set forth herein and to sustain the validity hereof.
Section 1.03. Titles and Headings. The titles and headings of the Articles and Sections
of this Agreement, which have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
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hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01. Representations and Warranties of City. The City represents and
warrants to the Bank as follows:
(a) Existence. The City is a municipal corporation of the State of Florida, duly
created and validly existing under the laws of the State of Florida, with full power to enter into
this Agreement, to perform its obligations hereunder and to issue and deliver the Note to the
Ban1e The making, execution and performance of this Agreement on the part of the City and the
issuance and delivery of the Note have been duly authorized by all necessary action on the part
of the City and will not violate or conflict with the Act, or any agreement, indenture or other
instrument by which the City or any of its material properties is bound.
(b) Validity, Etc. This Agreement, the Note and the Resolution are or will be valid
and binding obligations of the City enforceable against the City in accordance with their
respective terms, except to the extent that enforceability may be subject to valid bankruptcy,
insolvency, [mancial emergency, reorganization, moratorium or similar laws relating to or from
time to time affecting the enforcement of creditors' rights and except to the extent that the
availability of certain remedies may be precluded by general principles of equity.
(c) No Financial Material Adverse Change. No financial material adverse change has
occurred in the City since the last audited [mancial statement was prepared.
(d) Powers of City. The City has the legal power and authority to covenant to budget
and appropriate and to pledge the Designated Revenues as described herein.
(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.
(t) No authorization, consent, approval, license, exemption of or registration or filing
with any court or governmental department, commission, board, bureau, 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 2004A Note and the related
documents, except such as have been obtained, given or accomplished.
Section 2.02. Representations and Warranties of Bank. The Bank represents and
warrants to the City as follows:
(a) Existence. The Bank is a national banking association, authorized to do business
in the State of Florida, with full power to enter into this Agreement, b perform its obligations
hereunder and to make the Loan. The performance of this Agreement on the part of the Bank
and the making of the Loan have been duly authorized by all necessary action on the part of the
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Bank and will not violate or conflict with applicable law or any material agreement, indenture or
other instrument by which the Bank or any of its material properties is bound.
(b) Validitv. This Agreement is a valid and binding obligation of the Bank
enforceable against the Bank in accordance with its terms, except to the extent that enforceability
may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium
or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and
specifically creditors' rights as the same relate to banks) and except to the extent that the
availability of certain remedies may be precluded by general principles of equity.
(c) Knowledge and Experience. The Bank (i) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of making the
Loan and investing in the Note, (ii) has received and reviewed such fmancial information
concerning the City as it has needed in order to fairly evaluate the merits am risks of making the
Loan and investing in the Note; (iii) is an "accredited investor" as such term is defined in
Regulation D of the Securities Act of 1933; and (iv) is purchasing the Note as an investment for
its own account and not with a view toward resale to the public.
ARTICLE III
THE NOTE
Section 3.01. Purpose and Use. On the date of this Agreement, the Bank shall make
available to the City the Loan The total principal amount of the Loan that may be incurred
under this Agreement shall not exceed [Seven Million One Hundred Thousand Dollars
($7,100,000)]. The proceeds available under this Agreement shall be used to finance the Project
and to pay costs of issuing the Note.
Section 3.02. The Note. The Note shall be substantially in the form set forth as
Exhibit "A" to this Agreement. The general terms of the Note shall be as follows:
(a) Amount of Note. The aggregate principal amount ofthe Note is expressly limited
to not exceeding [Seven Million One Hundred Thousand Dollars ($7,100,000)]. The Bank shall
not make Advances more than twice a month. Each Advance shall constitute proceeds of the
Note. Each Advance shall be provided by the Bank upon receipt of written notice of the City
executed by the Mayor or Deputy Mayor of the City in substantially the form of the draw request
included as part of the closing transcript for the Note ("Notice of Borrowing"). Upon receipt of a
Notice of Borrowing, the Bank shall, unless -an Event of Default exists hereunder, fund the
Advance requested prior to 2:00 p.m. not later than the fifth day after receipt of the Notice of
Borrowing or such later date as is specified in the Notice of Borrowing. On the date the
Advance is to be funded, the Bank shall make available the amount of the Advance requested in
federal or other immediately available funds for the accounts of the City specified in the Notice
of Borrowing. A Notice of Borrowing may be revoked by the City upon delivery of a written
notice revoking such Notice of Borrowing to the Bank not later than 11 :00 a.m. on the date the
proposed Advance is to be funded.
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7
C'
(b) Interest. The Note shall bear interest at the Note Rate. Interest on the Note shall
be calculated and shall accrue at the Note Rate only on the Outstanding Principal Balance of the
Note (with respect to each Advance, from the date of such Alvance) and shall be payable on
each Interest Payment Date from the most recent date to which interest has been paid, or from
the Closing Date in the case of the first interest payment, in arrears. Upon the occurrence of one
or more of the events specified in [Section 3.03] of this Agreement, the Note Rate shall be
adjusted as therein provided. Interest on the Note shall be computed on the basis of 12, 30-day
months and a 360-day year.
(c) Prepayments. The Note smll be subject to prepayment at the option of the City,
in whole or in part, from any legally available monies at a prepayment price of 100% of the
principal amount to be redeemed, plus accrued interest to the prepayment date. Each prepayment
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 more than fifteen (15) and not less than five (5)
days prior to the specified prepayment date. Any prepayments shall be applied to the sums last
maturing under the Note.
(d) Principal Payments. All principal not previously repaid shall be due on the Final
Maturity Date.
Section 3.03. Adjustments to Note Rate. The Note Rate shall be subject to adjustment
by the Bank only as hereinafter described. In the event of a Determination of Taxability, the
Rate on the Note subject to such Determination of Taxability 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, the City agrees to pay to any holder of the Note
subject to such Determination of Taxability the Additional Amount (as defined herein).
"Additional Amount" means (i) the difference between (A) interest on the Note for the period
commencing on the date on which the interest on the Note (or portion thereof) loses its tax-
exempt status and ending on the earlier of the date the Note ceased to be outstanding or such
adjustment is no longer applicable to the Note (the "Taxable Period") at a rate per annum equal
to the Taxable Rate as adjusted from time to tinle on the same dates and in the same manner as
the interest rate on the Note was or would be adjusted pursuant to the provisions of the Note, and
(B) the aggregate amount of nterest payable on the Note for the Taxable Period under the
provisions of the Note without considering the Detelmination of Taxability, plus (ii) any
penalties and interest paid or payable by the Noteholder to the Internal Revenue Service by
reason of such Deternlination of Taxability. This provision shall survive the repayment of the
Note until the federal statute of limitation applicable to a Deternlination of Taxability shall have
expired. If the Note has matured, any Additional Amount shall be paid to the former
Noteholder(s) within thirty (30) days after written demand.
Section 3.04. Compliance with Section 215.84. The City represents, warrants, and
covenants that the Note Rate, as currently calculated in accordance with Section 215.84, Florida
Statutes, is in compliance with Section 215.84, Florida Statutes.
Section 3.05. Conditions Precedent to Issuance of Note. Prior to or simultaneously
with the initial Advance on the Note, there shall be filed with the Bank the following, each in
form and substance reasonably acceptable to the Bank:
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(a) an opinion of counsel to the City substantially to the effect that (i) the Resolution
has been duly adopted and this Agreement and the Note has been duly authorized, executed and
delivered by the City and each constitutes a valid, binding and enforceable agreement of the City
in accordance with their respective terms, except to the extent that the enforceability of the rights
and remedies set forth herein may be limited by bankruptcy, insolvency, financial emergency or
other laws affecting creditors' rights generally or by usual equity principles; (ii) the City's
execution, delivery and perfOlmance of this Agreement and execution and issuance of the Note
are not subject to any authorization, consent, approval or review of any governmental body,
public officer or regulatory authority not heretofore obtained or effected, and no taxes are
payable in connection therewith; (iii) the execution, issuance and delivery of the Note has been
duly and validly authorized by the City, and the Note constitutes a valid and binding special
obligation of the City enforceable in accordance with its terms; (iv) the City (A) is a municipal
corporation duly organized and validly existing under the laws of the State of Florida, and
(B) has power and authority to adopt the Resolution, to execute and deliver this Agreement, to
execute and deliver the Note, and to consummate the transactions contemplated by such
instruments; (v) the execution, delivery and perforn1ance of the Note and this Agreement, and
compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do
not and will not in any material respect conflict with, or constitute on the part of the City a
breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to
which the City or to which its properties are subject or conflict with, violate or result in a breach
of any existing law, administrative rule or regulation, judgment, court order or consent decree to
which the City or its properties are subject; (vi) to the best of such counsel's knowledge, there is
no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or
in equity, pending or threatened in any court or other tribunal, state or federal (W) restraining or
enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Note,
(X) in any way questioning or affecting the validity or enforceability of any provision of this
Agreement, the Note, or the Resolution, (Y) in any way questioning or affecting the validity of
any of the proceedings or authority for the authorization, sale, execution or delivery of the Note,
or of any provision made or authorized for the payment thereof, or (Z) questioning or affecting
the organization or existence of the City or the right of any of its officers to their respective
offices; (vii) the City has the legal power to make the capital improvements that comprise the
Project and to pay associated costs of issuance, to covenant to budget and appropriate the legally
available non-ad valorem revenues of the City and to grant a lien on the Designated Revenues as
described herein and in the Resolution; and (viii) all conditions contained in the ordinances and
resolutions of the City precedent to the issuance of the Note have been complied with.
(b) an opinion of Bond Counsel (who may rely on opinion of Counsel to the City),
substantially to such effect that such counsel is of the opinion that: (i) this Loan Agreement
constitutes a valid and binding obligati:m of the City enforceable upon the City in accordance
with its terms; (ii) the Note is a valid and binding special obligation of the City enforceable in
accordance with its terms, payable solely from the sources provided therefor in this Loan
Agreement; (iii) assuming compliance by the City with certain covenants relating to
requirements contained in the Code (a) interest on the Note is excluded from gross income for
purposes of federal income taxation, and (b) interest on the Note is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, with respect to corporations (as defined for federal income tax purposes), such interest
is taken into account in determining adjusted current earnings for the purpose of computing the
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9
alternative minimum tax imposed on such corporations, (iv) the Note is exempt from intangible
taxes imposed pursuant to Chapter 199, Florida Statutes, and that (v) the N9te is a "qualified tax-
exempt obligation" within the meaning of Section 265(b)(3) of the Code.
(c) a copy of a completed and executed Form 8038-G to be tiled with the Internal
Revenue Service by the City; and
(d) such other documents as the Bank reasonably may request (including, without
limitation, appropriate executed Florida Division of Bond Finance forms).
When the documents and items mentioned in clauses (a) through (d), inclusive, of this
Section shall have been filed with the Bank, and when the Note shaH have been executed as
required by this Agreement, and all conditions of the Resolution have been met, the City shall
deliver the Note to or upon the order of the Bank, but only against the City's receipt of the initial
Advance.
Section 3.06. Registration of Transfer; Assignment of Rights of Bank. The City
shall keep at the office of the City Clerk in the City's records the registration of the Note and the
registration of transfers of the Note as provided in this Agreement. The transfer of the Note may
be registered only upon the books kept for the registration of the Note and registration of transfer
thereof upon surrender thereof to the City together with an assignment duly executed by the
Bank or its attorney or legal representative in the form of the assignment set forth on the form of
the Note attached as Exhibit A to this Agreement; provided, however, that the Note may be
transferred only in whole and not in part. In the case of any such registration of transfer, the City
shall execute and deliver in exchange for the Note a new Note registered in the nanle of the
transferee. In all cases in which the Note shall be transferred hereunder, the City shall execute
and deliver at the earliest practicable time a new Note in accordance with the provisions of this
Agreement. The City may make a charge for every such registration of transfer of a Note
sufficient to reimburse it for any tax or other governmental charges required to be paid with
respect to such registration of transfer, but no other charge shall be made for registering the
transfer hereinabove granted. The Note shall be issued in fully registered form and' shall be
payable in any coin or currency of the Ullited States.
The registration of transfer of the Note on the registration books of the City shall be
deemed to effect a transfer of the rights and obligations of the Bank under this Agreement to the
transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and
shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and
the transferor sinH execute and record such instruments and take such other actions as the City
and such transferee may reasonably request in order to confirm that such transferee has
succeeded to the capacity of Bank under this Agreement and the Note.
In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new
Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in
the case of any mutilated Note, such mutilated Note shaH first be surrendered to the City, and in
the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence
of such loss, theft or destruction together with an indemnity satisfactory to it.
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Section 3.07. Ownership of the Note. The person in whose name the Note is registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or
on account of the Note shall be made only to the registered owner thereof or such owner's legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon the Note, and inte~est thereon, to the extent of the swn or sums so paid.
The registered owner of the Note is hereby granted power to transfer absolute title thereof
by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice
of prior defenses or equities or claims of ownership enforceable against such owner's assignor or
any person in the chain of title and before the maturity of the Note; provided, however, that the
Note may be transferred only in whole and not in part and provided further, that no transfer shall
be permitted absent the City's (and the Bank's) receipt of a certificate in form and substance
similar to the one included as part of Exhibit A hereto from such proposed transferee. Every
prior registered owner of the Note shall be deemed to have waived and renounced all of such
owner's equities or rights therein in favor of every such bona fide purchaser, and every such bona
fide purchaser shall acquire absolute title thereto and to all rights represented thereby.
Section 3.08. Use of Proceeds of Note Permitted Under Applicable Law The City
represents, warrants and covenants that the proceeds of the Note will be used solely for the
Project and costs of issuance of the Note, and that such use is permitted by applicable law.
Section 3.09. Authentication. Until the Note shall have endorsed thereon a certificate
of authentication substantially in the form set forth in Exhibit A, duly executed by the manual
signature of the Registrar as authenticating agent, it shall not be entitled to any benefit or security
under this Loan Agreement. The Note shall not be valid or obligatory for any purpose unless and
until such certificate of authentication shall have been duly adopted by the Registrar, and such
certificate of the Registrar upon the Note shall be conclusive evidence that such Note has been
duly authenticated and delivered under this Loan Agreement.
ARTICLE IV
COVENANTS OF THE CITY
Section 4.01. Performance of Covenants. The City covenants that it will perform
faithfully at all times its covenants, undertakings and agreements contained in this Agreement
and the Note or in any proceedings of the City relating to the Loan.
Section 4.02. Payment of Note.
(a) The City covenants that it will promptly pay the principal of and interest on the
Note at the place, on the dates and in the matmer provided herein and in the Note, in accordance
with the terms thereof. Pursuant to Section 4.03 hereof, the City hereby irrevocably pledges
(until repayment) the Designated Revenues as security for the repayment of the Note.
(b) The Note will be a special obligation of the City secured solely by the Designated
Revenues and is payable from the Designated Revenues as provided in Section 4.03 hereof and
as otherwise provided in this Agreement. The Note will not constitute a general debt, liability or
obligation of the City or the State of Florida or any political subdivision thereof within the
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meaning of any constitutional or statutory provision. Neither the faith and credit nor the taxing
power of the City or of the State of Florida or any political subdivision thereof is pledged to the
payment of the principal of or interest on the Note and the Noteholder shall never have the right
to compel any exercise of any ad valorem taxing power of the City or of the State of Florida or
any political subdivision thereof, directly or indirectly to enforce such payment. The Note shall
not constitute a lien upon any property of the City except upon the Designated Revenues.
Section 4.03. Covenant to Budget and Appropriate. Until the Note is paid or deemed
paid pursuant to the provisions of this Agreement, subject to the next paragraph, the City
covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from
legally available non ad-valorem revenues of the City in each fiscal year and which are lawfully
available to pay debt service on the Note, amounts sufficient to pay principal of and interest on
the Note as the same shall become due to the extent such debt service is not otherwise paid.
Such covenant and agreement on the part of the City to budget and appropriate such amounts of
legally available non-ad valorem revenues shall be cumulative to the extent not paid, and shall
continue until such non-ad valorem revenues or other legally availabe funds in amounts
sufficient to make all such required payments shall have been budgeted, appropriated and
actually paid. No lien upon or pledge of such non-ad valorem revenues shall be in effect until
such moneys are budgeted and appropriated and set aside for the payment of debt service on the
Note.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
non-ad valorem revenues, nor does it preclude the City from pledging in the future its non-ad
valorem revenues, except as set forth in Section 4.07 hereof, nor does it require the City to levy
and collect any particular non-ad valorem revenues, nor does it give the holders of the Note a
prior clainl on the non-ad valorem revenues as opposed to claims of general creditors ofthe City.
Such covenant to budget and appropriate legally available non-ad valorem revenues is subject in
all respects to the prior payment of obligations secured by a pledge of such non-ad valorem
revenues heretofore or hereafter entered into (including the payment of debt service on bonds
and other debt instruments). Anything in this Agreement to the contrary notwithstanding, it is
understood and agreed that all obligations of the City hereunder to the extent not otherwise paid
shall be payable from tre portion of legally available non-ad valorem revenues budgeted and
appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem
tax revenues or to pemlit or constitute a mortgage or lien upon any assets owned by the City and
no holder of the Note nor any other person, may compel the levy of ad valorem taxes on real or
personal property within the boundaries of the City. Notwithstanding any provisions of this
Agreement or the Note to the contrary, the City shall never be obligated to maintain or continue
any of the activities of the City which generate user service charges, regulatory fees or any non-
ad valorem revenues. Neither this Agreement nor the obligations of the City under the
Resolution shall be construed as a pledge of or a lien on all or any non-ad valorem revenues of
the City other than the Designated Revenues, but shall be payable solely as provided herein and
is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject,
further, 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.
Section 4.04. Tax Covenant. The City covenants to the purchasers of the Note
provided for in this Agreement that the City will not make any use of the proceeds of the Note at
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12
any time during the respective terms of such Note which, if such use had been reasonably
expected on the date the Note was issued, would have caused such Note to be an "arbitrage
bond" within the meaning of the Code. The City will comply with the requirements of the Code
and any valid and applicable rules and regulations promulgated thereunder necessary to insure
the exclusion of interest on the Note from the gross income of the holders thereof for purposes of
federal income taxation.
Section 4.05. Commitment to Pay Note from Other Sources. The City hereby
covenants to apply aU moneys received from the Federal Emergency Management Agency
("FEMA") and other governmental and private sources specifically resignated to pay Project
costs for repayment of the Notes.
Section 4.06. Financial Covenants. The City covenants that it shall maintain a debt
service coverage ratio calculated annually (as reflected in the City's audited financials) of at least
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 transfers into the general fund, less the general
fund's total expenditures inclusive of debt service paid from the general fund during the year
other than debt service on the 2004A Note, less operating transfers out from the general fund,
plus the general fund's undesignated/unreserved fund balance, divided by debt service to be paid
on the 2004A Note dwing the year.
Section 4.07. Compliance with Laws and Regulations. The City shall maintain
compliance with all federal, state and local laws and regulations regarding the acquisition,
construction and maintenance of the Project.
Section 4.08. Anti-Dilution Test The City shall not issue debt secured by or payable
from non-ad valorem revenues of the City (excluding revenues in enterprise funds) unless the
maximum annual debt service coverage for both the existing and proposed debt exceeds 1 .50: 1.0.
For the purposes of this calculation, the debt service coverage formula for purposes of this
covenant shall be calculated as follows:
[Total General Fund Revenues + Operating Transfers into General Fund - Outstanding
General Obligations Annual Debt Service - Ad Valorem Revenues (General Fund)] - [General
Government Expenditures (General Fund) + Public Safety Expenditures (General Fund) - Ad
Valorem Revenues (General Fund)] divided by maximum annual debt service for both the
Outstanding debt of the City secured by or payable from non-ad valorem revenues (excluding
debt secured by revenues in enterprise funds) and the proposed debt.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default. Each of the following is hereby declared an "Event of
Default"
(a) payment of the principal of the Note shall not be made when the same S"iall
become due and payable;
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(b) payment of any installment of interest on the Note shall not be made when the
same shall become due and payable; or
(c) the City shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Note or in this Agreement and
such default shall continue for 30 days after written notice shall have been given to the City by
the Noteholder specifying such default and requiring the same to be remedied; provided,
however, that if, in the reasonable judgment of the Noteholder, the City shall proceed to take
such curative action whjch, if begun and prosecuted with due diligence, cannot be completed
within a period of 30 days, then such peliod shall be increased to such extent as shall be
necessary to enable the City to diligently complete such curative action; or
(d) the City defaults in the due and punctual payment of any other obligation or
evidence of indebtedness which is secured in whole or in part by a pledge of or payable from the
Designated Revenues or that is a general obligation of the City; or
(e) any representation or warranty of the City contained in this Agreement or in any
certificate or other closing document executed and delivered by the City in connection with the
closing of the Loan shall prove to have been untrue in any material respect when executed and
delivered, thereby adversely impairing the security for the Note; or
(1) any proceedings are instituted with the consent or acquiescence of the City, for
the purpose of effecting a compromise between the City and its creditors or for the purpose of
adjusting the claims of such creditors, pursuant to any federal or state statute now or hereinafter
enacted; or
(g) the City admits in writing its inability to pay its debts gererally as they become
due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors,
declares a [mancial emergency or consents to the appointment of a receiver or trustee for itself or
shall file a petition or answer seeking reorganization or any arrangement under the federal
bankruptcy laws or any other applicable law or statute of the United States of America or any
state thereof; or
(h) the City is adjudged insolvent by a court of competent jurisdiction or is adjudged
bankrupt on a petition of bankruptcy filed against the City, or an order, judgment or decree is
entered by any court of competent jurisdiction appointing, without the consent of the City, a
receiver or trustee of the City or of the whole or any part of its property and any of the aforesaid
adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within
60 days from the date of entry thereof; or
(i) if, under the provisions of any law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the City or of the whole or any
substantial part of its property and such custody or control shall not be terminated within 90 days
from the date of assumption of such custody or control.
Section 5.02. Exercise of Remedies. Upon the occurrence and during the continuance
of an Event of Default, a Noteholder may, by a notice in writing to the City, declare the principal
of a Note (if not then due and payable) to be immediately due and payable, and upon such
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14
declaration, the same shall be immediately due and payable, anything contained in a Note or this
Agreement to the contrary notwithstanding. Upon the occurrence and during the continuance of
an Event of Default, a Noteholder may proceed to protect and enforce its rights under the laws of
the State of Florida or under this Agreement by such suits, actions or special proceedings in
equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either
for the specific performance of any cO\enant or agreement contained herein or in aid or
execution of any power herein granted or for the enforcement of any proper legal or equitable
remedy, as a Noteholder shall deem most effective to protect and enforce such rights. Without
limiting the generality of the foregoing, the Noteholder shall have the right to bring a mandamus
action to require the City to perform its obligations under this Agreement.
In the enforcement of any remedy under this Agreement, to the extent permitted by law, a
Noteholder shall be entitled to sue for, enforce payment of and receive any and all amounts then
or during any default becoming, and at any time remaining, due from the City for principal,
interest or othelWise under any of the provisions of this Agreement or of a Note then unpaid,
within interest on overdue payments of principal and interest (to the extent permitted by law) at
the Default Rate, together with any and all costs and expenses of collection and of all
proceedings hereunder and under the Note (including, without limitation, reasonable legal fees in
all proceedings, including administrative, appellate and bankruptcy proceedings), but payable
from the Designated Revenues, without prejudice to any other right or remedy of the Noteholder,
and to recover and enforce any judgment or decree against the City, but solely as provided herein
and in a Note, for any portion of such amounts remaining unpaid and interest, costs, and
expenses as above provided, and to collect (but only from the Designated Revenues) in any
manner provided by law, the moneys adjudged or decreed to be payable.
Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to a Noteholder is intended to be exclusive of any other remedy or remedies herein provided, and
each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder.
Section 5.04. Waivers, Etc. No delay or omission of a Noteholder to exercise any right
or power accruing upon any default shall impair any such right or power or shall be construed to
be a waiver of any such default or any acquiescence therein; and every power and remedy given
by this Agreement to a Noteholder may be exercised [Tom time to time and as often as may be
deemed expedient.
A Noteholder may waive any default which in is opinion shall have been remedied
before the entry of final judgment or decree in any suit, action or proceeding instituted by it
under the provisions of this Agreement or before the completion of the enforcement of any other
remedy under this Agreement, but no such waiver shall be effective unless in writing and no
such waiver shall extend to or affect any other existing or any subsequent default or defaults or
impair any rights or remedies consequent thereon.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Covenants of City, Etc.; Successors. All of the covenants, stipulations,
obligations and agreements contained in this Agreement shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations and agreements shall be binding upon the
successor or successors thereof from time to time, and upon any officer, board, commission,
authority, agency or instrumentality to whom or to which any power or duty affecting such
covenants, stipulations, obligations and agreements shall be transferred by or in accordance with
law.
Section 6.02. Term of Agreement. This Agreement shall be in full force and effect
from the date hereof until the Note and all other sums payable to the Bank hereunder have been
paid in full and shall survive the temlination of this Agreement in relation to those provisions
that deal with any additional amount due the Bank in accordance with Section 3.03 hereof
Section 6.03. Notice of Changes in Fact Promptly after th:: City becomes aware of the
same, the City will notify the Bank of (a) any changes in any material fact or circumstance
represented or warranted by the City in this Agreement or in connection with the issuance of the
Note, and (b) any default under this Agreement, specifying in each case the nature thereof and
what action the City has taken, is taking and/or proposes to take with respect thereto.
Section 6.04. Amendments and Supplements. This Agreement may be amended or
supplemented from time to time only by a writing duly executed by each of the City and the
Noteholders.
Section 6.05. Notices. Any notice, demand, direction, request or other instrument
authorized or required by this Agreement to be given to or filed with the City or the Bank, shall
be deemed to have been sufficiently given or filed for all purposes of this Agreement if and
when sent by certified mail, return receipt requested:
(a) As to the City:
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708
Attention: Office of the Clerk
(b) As to the Bank:
Bank of America, N.A.
390 N. Orange AVel)Ue
7th Floor .
Orlando, FL 32801
Attention: Mark W. Irby
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With a copy to:
Bank of America, N.A.
9000 Southside Blvd.
Attn: Notice Desk, Building 100
Jacksonville, FL 32256
or at such other address as shall be furnished in writing by any such party to the other, and shall
be deemed to have been given as of the date so delivered or deposited in the United States mail.
Either party may, by notice sent to the other, designate a different or additional address to which
notices under this Agreement are to be sent.
Section 6.06. Benefits Exclusive. Except as herein otherwise provided, nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer upon any person,
fIrm or corporation, other than the City and the Noteholder, any right, remedy or claim, legal or
equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all
its provisions being intended to be and being for the sole and exclusive benefit of the City ani
the Noteholder.
Section 6.07. Severability. In case anyone or more of the proVIsIOns of this
Agreement, any amendment or supplement hereto or of the Note shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Agreement, any amendment or supplement hereto or the Note, but this Agreement, any
amendment or supplement hereto and the Note shall be construed and enforced at the time as if
such illegal or invalid provisions had not been contained th.:rein, nor shall such illegality or
invalidity or any application thereof affect any legal and valid application thereof from time to
time. In case any covenant, stipulation, obligation or agreement contained in the Note or in this
Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation,
obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement
of the City to the full extent from time to time permitted by law.
Section 6.08. Payments Due on Saturdays, Sundays and Holidays. In any case where
the date of maturity of interest on or principal of the Note or the date fixed for prepayment of the
Note shall be a Saturday, Sunday or a day on which the Bank is required, or authorized or not
prohibited, by law (including executive orders) to close and is closed, then payment of such
interest or principal shall be made on the next succeeding day on which the Bank is open for
business with the same force and effect as if paid on the date of maturity or the date fixed for
prepayment, and no interest on any such principal amount shall accrue for the period after such
date of maturity or such date fixed for prepayment.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an original; but such
counterparts 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.
{OR800040;I}
17
Section 6.10. Applicable Law. This Agreement shall be governed exclusively by and
construed in accordance with the applicable laws of the State of Florida.
Section 6.11. No Personal Liability. Notwithstanding anything to the contrary
contained herein or in the Note, or in any other instrument or document executed by or on behalf
of the City in connection herewith, no stipulation, covenant, agreement or obligation of any
present or future member of the City Commission, officer, employee or agent of the City, officer,
employee or agent of a successor to the City, in any such person's individual capacity, and no
such person, in his or her individual capacity, shall be liable personally for any breach or non-
observance of or for any failure to perform, fulfill or comply with any such stipulations,
covenants, agreements or obligations, nor shall any recourse be had for the payment of the
principal of or interest on the Note or for any claim based thereon or on any such stipulation,
covenant, agreement or obligation, against any such person, in his or her individual capacity,
either directly or through the City or any successor to the City, under any rule or law or equity,
statute or constitution or by the enforcement of any assessment or penalty or otherwise and all
such liability of any such person, in his or her individual capacity, is hereby expressly waived
and released.
Section 6.12. Defeasance. If at any time the City shall have paid, or have made
provision for the payment of, the principal and interest on the Note and which may not be
immediately prepayable, then, in that event, the pledge of and lien on the Designated Revenues
and the covenant to budget and appropriate legally available non-ad valorem revenues of the City
in favor of the Noteholder shall no longer be in effect with respect to that Note. For purposes of
the preceding sentence, the deposit of cash or Federal Securities in irrevocable trust with a
banking institution or trust company, for the sole benefit of the Noteholder, in an aggregate
principal amount which, together with interest to accrue thereon, will be sufficient to make
timely payment of the principal o( premium, if any, and interest to accrue thereon shall be
considered "provision for the payment." Nothing herein shall be deemed to require the City to
repay the outstanding Note prior to maturity or to impair the City's discretion in determining
whether or not to exercise any option for prepayment. If the conditions set forth in this Section
6.12 have been satisfied, all moneys held in any fund or account created hereby that are in excess
of the amounts required to payor make provision for payment of the principal and interest on the
Note may be withdrawn and used by the City for any lawful purpose.
Section 6.13. Incorporation by Reference. All of the terms and obligations of the
Resolution and the Exhibits hereto are hereby incorporated herein by reference as if all of the
foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this
Agreement are hereby incorporated herein by reference.
{OR800040; 1 }
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
(SEAL)
"CITY"
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
ATTEST:
By:
Clerk of the City of Winter Springs, Florida
"BANK"
BANK OF AMERICA, N.A.
By:
Title: Authorized Officer
{OR800040; I }
19
EXHIBIT A
FORM OF NOTE
ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S
CERTIFICATE IN THE FORM ATTACHED HERETO CERTIFYING, AMONG OTHER
THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS
DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D
THEREUNDER.
CITY OF WINTER SPRINGS, FLORIDA
CAPITAL IMPROVEM_ENT REVENUE NOTE, SERIES 2004
Principal
Maturity Date
Note Rate
Date of Issuance
Not Exceeding
$7,100,000
September 30, 2006
Adjustable, as
described below
October 1, 2004
The CITY OF WINTER SPRINGS, FLORIDA (the "City"), for value received, hereby
promises to pay, solely from the Designated Revenues described in the within mentioned
Agreement, to the order of BANK OF AMERICA, N.A., a national banking association, or its
assigns (the "Holder"), at , Florida , or
at such other place as the Holder may from time to time designate in writing, all Principal
Advances pursuant to this Note, together with interest thereon as hereinafter provided until the
Maturity Date stated above or the date the principal amount of this Note is paid in the manner
hereinafter set forth in any coin or currency of the United States of America which, at the tinle of
payment, is legal tender for the payment of public and private debts, which payments shall be
made to the Holder hereof by check mailed to the Holder at the address designated in writing by
the Holder for purposes of payment or by bank wire or bank transfer as such Holder may specify
in writing to the City or otherwise as the City and the Holder may agree.
All capitalized tenns not otherwise defined herein shall have the meanings ascribed to
such terms in the Agreement (hereinafter defined).
Interest on this Note shall be calculated and shall accrue at the Note Rate only on the
Outstanding Principal Balance of the Note (with respect to each Advance, from the date of such
Advance) and shall be payable on each Interest Payment Date form the most recent date to which
interest has been paid, or from the Date of Issuance in the case of the first interest payment date,
in arrears, commencing April 1, 2005. The aggregate Advances that are permitted under this
Note are expressly limited in amount not to exceed Seven Million One Hundred Thousand
Dollars ($7,100,000). The Note Rate may be adjusted in accordance with Sections 3.03 of that
certain Loan Agreement by and between the Holder and the City, dated as of October 1, 2004
(the "Agreement").
The Holder shall provide to the City such documentation to evidence any adjustment to
the Note Rate and the calculations made in connection therewith. Upon the occurrence of any
Determination of Taxability, as defined in the Agreement, this Note shall bear interest (from the
date when such Determination of Taxability is deemed to have occurred) at the Taxable Rate, as
{OR800040; I }
Exhibit A-I
defined in the Agreement. Following the occurrence and during the continuance of any Event of
Default, as defined in the Agreement, this Note shall bear interest at the Default Rate, as defined
in the Agreement. Interest on this Note shall be computed on the basis of a 360 day year of 12,
30-day months.
The Note may be prepaid by the City in whole or in part at any time in such manner as
shall be determined by the City from any legally available monies and as otherwise provided in
Section 3.02(c) of the Agreement. Each prepayment 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 Holder not
more than fifteen (15) and not less than five (5) days prior to the specified prepayment date. Any
prepayments shall be applied to the sums last maturing hereunder.
Notice having been given as aforesaid, the principal amount 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, together with interest accrued and unpaid to the prepayment date on the principal
amount then being paid and the amount of principal and any premium and interest then due and
payable shall be paid (i) in case the entire unpaid balance of the principal of this Note is to be
paid, upon presentation and surrender of this Note to the office of the Holder at
, Florida, and (ii) in case only part of the unpaid balance
of principal of this Note is to be paid, upon presentation of such Note at the office of the Holder
at , Florida, for notation thereon of the amount of
principal and interest on this Note then paid. If, on the prepayment date, funds for the payment
of the principal amount to be prepaid, together with interest to the prepayment date on such
principal amount, shall have been given to the Ho lder, as above provided, then from and after the
prepayment date interest on such principal amount of this Note shall cease to accrue. If said
funds shall not have been so paid on the prepayment date, the principal amount of this Note shall
continue to bear interest until payment thereof at the applicable Note Rate provided for herein
and in the Agreement.
All payments made by the City hereon shall apply first to accrued interest, then to other
charges due the Holder, and the balance thereof shall apply to the principal amount then due on
this Note.
This Note is authorized to be issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 166, Florida
Statutes, the City Charter and other applicable provisions of law, the City's Resolution
No. effective September 27,2004 (the "Resolution"), and is subject to all tenns and
conditions of the Agreement and the Resolution. Any term used in this Note and not otherwise
defined shall have the meaning ascribed to such term in the Resolution or the Agreement, as the
case may be.
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 nonsurious interest allowed under the
State of Florida as presently in effect and to the extent an increase is allowable by such laws, but
in no event shall any amount ever be paid or payable by the City greater than the amount
{OR800040; I}
Exhibit A- 2
contracted for herein. In the event the maturity of this Note is accelerated or prepaid in
accordance with the provisions hereof, 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 that permitted by Section 215.84(3), Florida Statutes, 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 the Agreement or Resolution.
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 THE STATE OF FLORIDA (THE "STATE"), WITHIN
THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER
LIMIT A TIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM THE
DESIGNATED REVENUES AND AS OTHERWISE PROVIDED IN THE AGREEMENT
AND THE RESOLUTION. THE HOLDER SHALL NEVER HA VE THE RIGHT TO
COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR
THE STATE, OR TAXATION IN ANY FORM OF ANY PROPERTY THEREIN TO PAY
THIS NOTE OR THE INTEREST THEREON.
Upon the occurrence of an Event of Default the principal of this Note may become or be
declared due and payable before the Maturity Date in the manner, with the effect and subject to
the conditions set forth in the Agreement and Resolution. The Holder shall also have such other
remedies as described in the Agreement.
The City hereby waives presentment, demand, protest and notice of dishonor. This Note
is governed and controlled by the Agreement and reference is hereby made thereto regarding
interest rate adjustments, acceleration, and other matters.
[Remainder of Page Intentionally Left Blank]
{OR800040;1}
Exhibit A-3
IN WITNESS WHEREOF, the City has caused this Note to be signed by its Mayor,
either manually or with facsimile signature, ani the seal of the City to be affixed hereto or
imprinted or reproduced hereon, and attested by the Clerk of the City, either manually or with
facsimile signature, and thjs Note to be dated the Date ofIssuance set forth above.
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
By:
Mayor
ATTEST:
By:
City Clerk
{OR800040;1}
Exhibit A-4
FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This Note is being delivered pursuant to the within mentioned Agreement.
CITY OF WINTER SPRINGS, FLORIDA
as Registrar
By:
Its: City Clerk
{OR800040; I}
Exhibit A-5
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name, address
and tax identification number of assignee)
the within Note and all rights thereunder, and hereby in"evocably constitutes and appoints
Attorney to transfer the within Note on the books kept for
registration thereof, with full power of substitution in the premises.
Name of Note holder:
By:
{OR800040; I}
Exhibit A-6
PURCHASER'S CERTIFICATE
Akerman Senterfitt
Orlando, Florida
Brown Salzman Weiss & Garganese, P.A.
Orlando, Florida
City of Winter Springs, Florida (the "City")
Ladies and Gentlemen:
The undersigned, as purchaser of the not exceeding $7,100,000 City of Winter Springs,
Florida Capital Improvement Revenue Note, Series 2004B (the "Note") dated October 1, 2004,
consisting of one typewritten Note, hereby certifies that we have been provided (a) a copy of
City of Winter Springs Resolution No. , adopted by the City on September 27,2004,
authorizing the issuance of the Note and awarding the sale of the Note to us (the "Resolution"),
(b) the Loan Agreement dated as of October 1, 2004 between the City and us (the "Agreement"),
(c) the legal opinions of Akerman Senterfitt ("Bond Counsel") and Brown Salzman Weiss &
Garganese, P.A. ("City Attorney") of even date, and (d) such financial and general information
respecting the Designated Revenues (as such term is defmed in the Agreement) and the City, and
the Note described above as we deem necessary to enable us to make an informed investment
judgment with respect to the purchase of said Note and no inference should be drawn that we are
relying on Bond Counselor the City Attorney as to any such matters other than their respective
legal opinions.
We hereby make the following representations, which representations may be relied upon
by the City, the City Attorney, and by Bond Counsel:
A. Weare aware:
(i) that investment in the Note involves various risks;
(ii) that the Note is not a general obligation of the City; and
(iii) that the principal or premium, if any, and interest on the Note is payable
solely from the sources specified in the Resolution and in the Agreement.
B. We understand that no official statement, offering memorandum or other form of
offering document has been prepared or is being used in connection with the offering or
sale of the Note (collectively, "Disclosure Documents"), but we have been afforded
{OR800040;] }
Exhibit B-1
access to all information we have requested in making our decision to purchase the Note
and have had sufficient opportunity to discuss the business of the City with its officers,
employees and others. We have not requested any Disclosure Documents in connection
with the sale of the Note. We do not require any further infornlation or data incident to
our purchase of the Note.
C. In purchasing the Note, we have relied solely upon our own investigation,
examination, and evaluation of the City, the Designated Revenues and other relevant
matters.
D. We have knowledge and experience in financial and business matters and are
capable of evaluating the merits and risks of our investment in the Note and have
detelmined that we can bear the economic risk of our inve stment in the Note.
E. We acknowledge the understanding that the Note is not being registered under the
Securities Act of 1933, as amended or Chapter 5] 7, Florida Statutes, and that the
Resolution and Agreement are not being qualified under the Trust Indenture Act of 1939,
as amended, and that the City shaH have no obligation to effect any such registration or
qualification. We also acknowledge that we are an "accredited investor" within the
meaning of Chapter 517, Florida Statutes and Regulation D of tre 1933 Act.
F. Weare not acting as a bond house, broker or other intermediary, and are
purchasing the Note as an investment for our own account and not with a present view to
a resale or other distribution to the public. The City may rely on this representation in its
federal tax certificate. Although we retain the right to transfer the Note in the future, we
understand that the Note may not be readily tradable.
G. The terms of the Note, as forth in the Note and the Agreement accurately reflect
the terms of the Note we have agreed to purchase.
H. We acknowledge that Bond Counsel and the City Attorney have not represented
us on this transaction and that we are relying on them solely for the matters stated in their
respective legal opinion of even date.
1. We have received all documents requested by us incident to our purchase of the
Note.
Signed as of the ] st day of October, 2004.
BANK OF AMERICA, N.A.
By:
Authorized Officer
{OR800040;1}
Exhibit B-2
LOAN SUMMARY
STORM COST
LESS SOLID WASTE FUND PAYMENT
NET STORM COST
RESERVE
TOTAL LOAN AMOUNT
LOAN ALLOCATION
FEMA/STATE ADVANCE PAYMENT
CITY COST
TOTAL
Scenario
Mills
From Cash Reserves
. I-Year Payment
2- Year Payment
3- Year Payment
5- Year Payment
-0-
FY05 .7022 mills
FY05 .3818 mills
FY05 .2695 mills
FY05 .1923 mills
Attachment 2
$6,959,000
$ 353,000
$6,606,000
$ 94,000
$6.. 700,000
$5,800,000
$ 900,000
$6.. 700,000 .
Taxes
Per $100,000
Assessment
-0-
$70.22
$38.18
$26.95
$19.23
Optional Debt Service Scenarios
Period
Ending
10/1/2004
4/1/2005
Principal
6,700,000
1 Year Scenario
Interest
100,500.00
Debt Service
6,800,500.00
Annual Debt
Service
6,800,500.00
092704_CO:rvfM_Public_Hearin~ 402_Attachmenc3
Less Estimated
Reimbursement
(5,800,000.00)
City Cost
1,000,500.00
Millage
Requirement
0.7022
092704_ COMlvCPublic_Hearin~ 402_Attachment_3
Optional Debt Service Scenarios
2 Year Scenario
Period Annual Debt Less Estimated Millage
Ending Principal Interest Debt Service Service Reimbursement City Cost Requirement
10/1/2004
4/1/2005 5,800,000 100,500.00 5,900,500.00
10/1/2005 430,000 13,500.00 443,500.00 6,344,000.00 (5,800,000.00) 544,000.00 0.3818
4/1/2006 7,050.00 7,050.00
10/1/2006 470,000 7,050.00 477,050.00 484,100.00 484,100.00 0.3398
6,700,000 128,100.00 6,828,100.00 6,828,100.00 (5,800,000.00) 1,028,100.00
092704_COM1CPublic_Hearin~ 402_Attachment_3
Optional Debt Service Scenarios
3 Year Scenario
Period Annual Debt Less Estimated Millage
Ending Principal Interest Debt Service Service Reimbursement City Cost Requirement
10/1/2004
4/1/2005 5,800,000 100,500.00 5,900,500.00
10/1/2005 270,000 13,500.00 283,500.00 6,184,000.00 (5,800,000.00) 384,000.00 0.2695
4/1/2006 9,450.00 9,450.00
10/1/2006 310,000 9,450.00 319,450.00 328,900.00 328,900.00 0.2308
4/1/2007 4,800.00 4,800.00
10/1/2007 320,000 4,800.00 324,800.00 329,600.00 329,600.00 0.2313
6,700,000 142,500.00 6,842,500.00 6,842,500.00 (5,800,000.00) 1,042,500.00
092704_COMtvCPublic_Hearin~ 402_Attachmenc3
Optional Debt Service Scenarios
5 Year Scenario
Period Annual Debt Less Estimated MilIage
Ending Principal Interest Debt Service Service Reimbursement City Cost Requirement
10/1/2004
4/1/2005 5,800,000 100,500.00 5,900,500.00
10/1/2005 160,000 13,500.00 173,500.00 6,074,000.00 (5,800,000.00) 274,000.00 0.1923
4/1/2006 11,100.00 11,100.00
10/1/2006 175,000 11,100.00 186,100.00 197,200.00 197,200.00 0.1384
4/1/2007 8,475.00 8,475.00
10/1/2007 180,000 8,475.00 188,475.00 196,950.00 196,950.00 0.1382
4/1/2008 5,775.00 5,775.00
10/1/2008 190,000 5,775.00 195,775.00 201,550.00 201,550.00 0.1415
4/1/2009 2,925.00 2,925.00
10/1/2009 195,000 2,925.00 197,925.00 200,850.00 200,850.00 0.141
6,700,000 170,550.00 6,870,550.00 6,870,550.00 (5,800,000.00) 1,070,550.00