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HomeMy WebLinkAbout2014 07 28 Consent 300 Bond Refinance - 2003 Ref RevCOMMISSION AGENDA ITEM 300 July 28, 2014 Regular Meeting REQUEST: Informational Consent X Public Hearings Regular KS City Manager M Department The City Manager and Finance and Administrative Services Department are requesting the Commission adopt Bond Resolution 2014 -12 to accept the proposal by Whitney Bank, DB /A Hancock Bank, to purchase the City's, not to exceed $3,500,000, Improvement Refunding Revenue Note, Series 2014 to refund all of the City's outstanding Improvement Refunding Revenue Bonds, Series 2003; and authorize the City Manager and City Attorney to execute all necessary documents to complete a loan agreement with Whitney Bank DB /A Hancock Bank. SYNOPSIS: The Purpose of this agenda item is approve the advanced refunding of the Improvement Refunding Revenue Bonds, Series 2003; take advantage of the low interest rate environment and issue a traditional bank note to replace outstanding bonds, to minimize the issuances costs and allow for maximum flexibility for repayment of the bank notes. CONSIDERATIONS: In 2003 the City of Winter Springs issued $8,870,000 Improvement Refunding Revenue Bonds, Series 2003 with a final maturity of 14 years for the purpose of financing the City's recreational facilities, traffic control systems and public housing projects. Due to the continued softness in the economy, the interest rate environment is still very favorable to refinancing debt that is in its later stages of repayment. Typically, bonds are issued for a term between 10 and 30 years at an increasing rate of interest as you move further from the date of issuance. Consent 300 PAGE 1 OF 3 - July 28, 2014 By refinancing the bonds at the short end (terms less than 10 years) of the yield curve the City will realize substantial interest rate savings thus lowering the cost of repaying the debt. The graph below demonstrates the benefit that could be realized if the City refinances the Improvement Refunding Revenue Bonds, Series 2003 with a Whitney Bank, DB /A Hancock Bank, note. There are several considerations that were analyzed to develop the recommendation to refinance the 2003 bonds; financial gain, affordability of debt and flexibility in repayment of the debt. Current interest rates are at historically low levels, due primarily to the U.S. enduring one of the steepest economic contractions in many years. The Federal Reserve has maintained short and long -term rates at very low levels in order to attempt to stimulate economic growth. These low rates present an opportunity for the City to review its bond contracts to determine if refinancing debt would have a positive economic impact on the City's financials. The Series 2003 Bonds were issued on July 9, 2003 with the total principal amount of $8,870,000 and a weight average interest rate (coupon) of 2.91% over the 14 year term. After 10 years, the remaining principal outstanding (Series 2003) is now $4,005,000 (gross principle) with a weighted average interest rate of 3.1 %. The reason the weighted average interest rate has increased is because we have moved further away from the origination date and interest rates tend to increase over time; this situation presents the City an opportunity. Originally, the debt (Series 2003) was issued as a 14 year bond now the City has the opportunity to reissue part of this debt as a 4 year note and take advantage of exceptionally low interest rate market and the lower cost of interest for short term borrowing. These savings are demonstrated in the chart below. We have set the new proposed 0.88% (fixed rate) bank note next to the remaining bond payments. The net (NPV) effect of this refinancing is a savings of $194,686 over the next 4 years. This savings is accomplished with no extension of the 2003 bond. SAVINGS City of Winter Springs Refunding of the Series 2003 Whitney Bank D /B /A Hancock Bank Note Present Value Additionally, by issuing a traditional bank not as an alternative to a traditional bond the City will realize a "Cost of Issuance" savings of approximately $125,000. Consent 300 PAGE 2 OF 3 - July 28, 2014 Prior Debt Prior Prior Net Refunding to 07/30/2014 Date Service Receipts Cash Flow Debt Service Savings&, 0.8800868% 10/01/2014 818,848.75 596,924.38 221,924.37 214,209.94 7,714.43 6,815.40 10/01/2015 888,697.50 888,697.50 840,908.00 47,789.50 47,485.88 10/01/2016 888,122.50 888,122.50 840,762.40 47,360.10 46,609.63 10/01/2017 885,922.50 885,922.50 837,555.20 48,367.30 47,138.89 10/01/2018 886,635.00 886,635.00 838,312.80 48,322.20 46,636.51 54,368,226.25 $596,924.38 $3,771,301.87 $3,571,748.34 $199,553.53 $194,686.31 Additionally, by issuing a traditional bank not as an alternative to a traditional bond the City will realize a "Cost of Issuance" savings of approximately $125,000. Consent 300 PAGE 2 OF 3 - July 28, 2014 The final variable reviewed was the flexibility of repayment terms between bank notes and bonds. The Hancock Bank Note has a "no prepayment penalty" clause which will permit the City repay the loan at anytime. Bonds typically are much more rigid in their terms for repayment. This financing request was bid via a formal Request for Proposal to all banks that had both the financial means to bid and are of the highest investment grade quality as deemed by Standard and Poor's and Fitch Rating. Three banks choose to bid on this financing (BB &T, Fifth Third Bank, Hancock Bank, 7P Morgan Chase Bank, NA, Pinnacle, STI, Institutional & Government, Inc., TD Bank, Wells Fargo) and Whitney Bank DB /A Hancock Bank put forth the best proposal for this particular request. The RFP and the responses were managed by PFM, the City of Winter Springs' Financial Advisor. FISCAL IMPACT: Upon acceptance of the refinancing of the Improvement Refunding Revenue Bonds, Series 2003 by Whitney Bank DB /A Hancock Bank the City will realize a Net Present Value savings of $194,686(net) over the remaining 4 years until final maturity of the Whitney Bank DB /A Hancock Bank note on 10/l/2018. This equates to a savings for the City of $49,888 (nominal) annually. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas /Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at five (5) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: The City Manager and Finance Department recommend that the City Commission accept the Whitney Bank, DB /A Hancock Bank, proposal to issue a bank note to refund the City's Improvement Refunding Revenue Bonds, Series 2003, not to exceed $3,500,000, adopt Resolution 2014 -12, and authorize the City Manager and City Attorney to complete all applicable paperwork necessary to complete this refinancing. ATTACHMENTS: . Resolution 2014 -12 Consent 300 PAGE 3 OF 3 - July 28, 2014 RESOLUTION NO. 2014 -12 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA ACCEPTING THE PROPOSAL OF WHITNEY BANK DB /A HANCOCK BANK TO PURCHASE THE CITY'S NOT TO EXCEED $3,500,000 IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2014 TO, TOGETHER WITH OTHER LEGALLY AVAILABLE MONEYS OF THE CITY, REFUND AND DEFEASE ALL OF THE CITY'S OUTSTANDING IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 2003; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYMENT OF SAID NOTE; PROVIDING FOR THE PAYMENT OF SUCH NOTE FROM THE LOCAL COMMUNICATION SERVICES TAX LEVIED BY THE CITY PURSUANT TO SECTION 202.19, FLORIDA STATUTES AND THE PUBLIC SERVICE TAXES LEVIED AND COLLECTED BY THE CITY PURSUANT TO SECTION 166.231, FLORIDA STATUTES, ALL AS PROVIDED IN THE LOAN AGREEMENT; 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 THEREFOR; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT WITH WHITNEY BANK DB /A HANCOCK BANK AND OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; DESIGNATING THE NOTE AS "BANK QUALIFIED;" AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, the Florida Constitution, Section 18H of City of Winter Springs Resolution No. 615, as amended the Charter of the City of Winter Springs, Florida (the "City ") and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared: (A) The City deems it necessary, desirable and in the best interests of the City that the City defease and refund all of the City's outstanding Improvement Refunding Revenue Bonds, Series 2003 (the "Refunded Bonds "), 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 166.021, 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 by the City of its Improvement Refunding Revenue Note, Series 2014 (the "2014 Note ") and the execution and delivery of the Loan Agreement for the purposes of refunding the Refunded Bonds is not prohibited by law. (C) The 2014 Note will be issued as "Additional Parity Obligations" in accordance with the provisions of City Resolution No. 615 (the "Original Instrument "), but will be secured solely by the Public Service Taxes and the Local Communications Services Tax as provided in Section 6 hereof and as otherwise provided in the Loan Agreement pursuant to which the City will issue the 2014 Note to secure the repayment of the Loan (as defined in the Loan Agreement). (D) In accordance with the provisions of the Original Instrument, it is hereby found that all of the covenants, provisions and security contained in said resolution shall be fully applicable to the 2014 Note except as otherwise provided in the Loan Agreement. (E) The City has engaged Public Financial Management, Inc. ( "PFM ") as the City's financial advisor. On May 23, 2014, PFM issued a Bank Loan RFP on the City's behalf to solicit responses from banks interested in providing the City with a fixed rate loan. Based on the responses received, the City, after consultation with PFM, determined the Whitney Bank d /b /a Hancock Bank (the "Bank ") response to be the most favorable. PFM advises the City that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the 2014 Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the 2014 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 2014 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 2014 Note to the Bank be authorized. SECTION 3. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The City hereby authorizes the refunding of the Refunded Bonds as more particularly described in the Loan Agreement. SECTION 4. ACCEPTANCE OF COMMITMENT LETTER WITH BANK. Based on consultation with the City's financial advisor and bond counsel, the City hereby accepts the commitment letter of the Bank dated June 9, 2014 attached hereto as Exhibit C to provide the City with the Loan. SECTION 5. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND EXECUTION OF LOAN AGREEMENT AND 2014 NOTE. The repayment of the loan as evidenced by the 2014 Note shall be pursuant to the terms and provisions of the Loan Agreement and the 2014 Note. The City hereby approves the Loan Agreement by and between the City and the Bank in substantially the form attached hereto as Exhibit A (the "Loan Agreement ") and authorizes the Mayor or the Deputy 2 Mayor /Commissioner of the City (collectively, the "Mayor ") and the City Clerk or any deputy or assistant City Clerk of the City (collectively, the "City Clerk ") to execute and deliver on behalf of the City the Loan Agreement and the 2014 Note in substantially the form attached to 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 2014 NOTE. Pursuant to the Loan Agreement, the 2014 Note will be secured by the Public Service Taxes collected by the City pursuant to the authorization in Section 166.231, Florida Statutes and the Local Communications Services Tax levied by the City pursuant to Section 202.19, Florida Statutes on parity with other City debt, all as more particularly described in the Loan Agreement. SECTION 7. APPROVAL OF ESCROW DEPOSIT AGREEMENT AND AUTHORIZATION OF EXECUTION AND DELIVERY THEREOF. The Escrow Deposit Agreement, pursuant to which certain proceeds of the 2014 Note and other legally available moneys of the City will be deposited to provide for the refunding and defeasance of the Refunded Bonds, is hereby approved in substantially the form set forth as Exhibit B hereto and the Mayor is hereby authorized and directed to execute and deliver such Agreement on behalf of and in the name of the City and the Clerk is hereby authorized to attest such execution, with such additions and deletions therein as may be made and approved by the Mayor executing the same, such execution to be conclusive evidence of such approval. Whitney Bank d /b /a Hancock Bank is hereby approved to serve as Escrow Agent under the Escrow Deposit Agreement. SECTION 8. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents including but not limited to redemption notices, certificates, opinions, or other items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement, the 2014 Note, and the security therefore, the Mayor, the City Clerk, the City Manager, the Finance Director and the City Attorney are hereby authorized to execute and deliver such documents, certificates, opinions, or other items and to take such other actions as are necessary 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 9. PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as registrar and paying agent for the 2014 Note. SECTION 10. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2014 Note are limited and special obligations, payable solely from the sources and in the manner set forth in the Original Instrument and the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the City. SECTION 11. DESIGNATION OF 2014 NOTE AS BANK QUALIFIED. The City designates the 2014 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 that issue "on behalf" of the City, will during the calendar year 2014 issue more than $10,000,000 of "tax- exempt" obligations, exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the Code. SECTION 12. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement, or the 2014 Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the 2014 Note or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2014 Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2014 Note shall be issued and Loan Agreement shall be executed and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. SECTION 13. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. [Signatures on Following Page] M PASSED, APPROVED AND ADOPTED this 28th day of July, 2014. CITY OF WINTER SPRINGS, FLORIDA [SEAL] Im ATTEST: By City Clerk Approved as to form By City Attorney Mayor LOAN AGREEMENT Dated as of July 30, 2014 By and Between THE CITY OF WINTER SPRINGS, FLORIDA (the "City ") and HANCOCK BANK (the "Bank ") {29101037;1} .. . Exhibit A 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 Section1.01. Definitions .................................................................... ............................... 1 Section1.02. Interpretation ................................................................ ............................... 3 Section 1.03. Titles and Headings ...................................................... ............................... 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES ................. 4 Section 2.01. Representations and Warranties of City ....................... ............................... 4 Section 2.02. Covenants of the City ................................................... ............................... 4 Section 2.03. Representations and Warranties of Bank ..................... ............................... 4 ARTICLE III THE 2014 NOTE ................................................................ ............................... 5 Section3.01. Purpose and Use ........................................................... ............................... 5 Section 3.02. The 2014 Note .............................................................. ............................... 5 Section 3.03. Adjustments to Note Rate ............................................. ............................... 6 Section 3.04. Conditions Precedent to Issuance of 2014 Note ........... ............................... 6 Section 3.05. Registration of Transfer; Assignment of Rights of Bank ............................ 8 Section 3.06. Ownership of the 2014 Note ......................................... ............................... 9 Section 3.07. Use of Proceeds of 2014 Note Permitted Under Applicable Law ............... 9 Section 3.08. Authentication .............................................................. ............................... 9 ARTICLE IV COVENANTS OF THE CITY ........................................... ............................... 9 Section 4.01. Performance of Covenants ........................................... ............................... 9 Section 4.02. Payment of 2014 Note .................................................. ............................... 9 Section4.03. Tax Covenant .............................................................. ............................... 10 Section 4.04. Application of Provisions of Original Instrument ...... ............................... 10 Section 4.05. Compliance with Laws and Regulations .................... ............................... 10 ARTICLE V EVENTS OF DEFAULT AND REMEDIES ................... ............................... 11 Section 5.01. Events of Default; Remedies ...................................... ............................... 11 ARTICLE VI MISCELLANEOUS PROVISIONS ................................ ............................... 11 Section 6.01. Covenants of City, Etc.; Successors ........................... ............................... 11 Section 6.02. Term of Agreement .................................................... ............................... 11 Section 6.03. Amendments and Supplements .................................. ............................... 11 Section6.04. Notices ........................................................................ ............................... 12 Section 6.05. Benefits Exclusive ...................................................... ............................... 12 Section6.06. Severability ................................................................. ............................... 12 Section 6.07. Payments Due on Saturdays, Sundays and Holidays . ............................... 12 Section6.08. Counterparts ............................................................... ............................... 13 Section 6.09. Applicable Law .......................................................... ............................... 13 Section 6.10. No Personal Liability .................................................. ............................... 13 Section 6.11. Incorporation by Reference ........................................ ............................... 13 Exhibit A Form of 2014 Note Including Purchaser's Certificate .......... ............................... A -1 {29101037;1} 1 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement "), made and entered into this 30th day of July, 2014, by and between THE CITY OF WINTER SPRINGS, FLORIDA (the "City "), a municipal corporation of the State of Florida, and HANCOCK BANK, a Mississippi state banking corporation authorized to do business in Florida, and its successors and assigns (the "Bank "). WITNESSETH: WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings specified in Article I of this Agreement; WHEREAS, the City, pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes, City Resolution No. 615 adopted by the City Commission of the City on May 1, 1989, as amended, and other applicable provisions of law (all of the foregoing, collectively, the "Act "), and Resolution No. 2014— , adopted by the City on July 28, 2014, is authorized to borrow money, and more particularly issue the Note described below for the City's public purposes; and WHEREAS, in response to a request for proposal regarding an intended borrowing to refund the City's outstanding Improvement Refunding Revenue Bonds, Series 2003 (the "Refunded Bonds "), the Bank submitted its commitment, dated June 9, 2014, to the City (the "Commitment "); and WHEREAS, pursuant to City Resolution No. 2014— the City has accepted the Commitment and the Bank is willing to purchase the 2014 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 shall have the respective meanings assigned thereto by the Original Instrument (as hereinafter defined) and the following terms not otherwise defined shall have the respective meanings as follows unless the context clearly requires otherwise: "Act" shall have the meaning assigned to that term in the recitals hereof. "Agreement" shall mean this Loan Agreement and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Bank" shall mean Hancock Bank, a Mississippi state banking corporation, and its successors and assigns. {29101037;1} "Bond Counsel" shall mean, Akerman LLP, 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 hired by the City to render an opinion on such matters with regard to the 2014 Note. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which the office of the Holder at which payments on the 2014 Note are due or the offices of the City are lawfully closed. "City" shall mean the City of Winter Springs, Florida, a municipal corporation of the State of Florida. "City Clerk" shall mean the City Clerk or any deputy or assistant city clerk of the City and such other person as may be duly authorized to act on his or her behalf. "City Manager" shall mean the City Manager 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 from time to time, and the applicable rules and regulations promulgated thereunder. "Debt Service" means principal and interest, and other debt - related costs, due in connection with the 2014 Note, as applicable. "Default Rate" shall mean the 2014 Note Rate plus five percent (5.0 %) provided such rate shall not exceed the highest rate of interest allowed by applicable law. "Determination of Taxability" shall mean, with respect to the 2014 Note, any determination, decision or decree by the Commissioner or any District Director of the Internal Revenue Service, as such officers are identified by the Code, or any court of competent jurisdiction, or delivery of an opinion of Bond Counsel, that the interest payable under the 2014 Note is includable in the gross income (as defined in Section 61 of the Code) of the Holder as a consequence of any act or omission of the City. "Escrow Deposit Agreement" shall mean that certain agreement between the City and U.S. Bank National Association as escrow agent pursuant to which amounts shall be deposited and invested in trust to provide for the payment of the Refunded Bonds as provided therein. "Event of Default" shall mean an Event of Default as defined in Section 5.01 of this Agreement. "Finance Director" shall mean the City's Finance and Administrative Services Director or such other person as may be duly authorized to act on his or her behalf. "Financial Advisor" shall mean Public Financial Management, Inc. {29101037;1} 2 "Fiscal Year" shall mean the 12 -month period commencing October 1 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. "Loan" shall refer to an amount equal to the outstanding principal of the 2014 Note, together with unpaid interest and penalties, if any, which have accrued. "Maturity Date" shall mean the date on which all principal and all unpaid interest accrued on the 2014 Note shall be due and payable in full, which date shall be, if not sooner due to prepayment, October 1, 2018. "Noteholder" or "Holder" shall mean the Bank as the holder of the 2014 Note and any subsequent registered holder of the 2014 Note. "Original Instrument" shall mean Resolution No. 615 of the City adopted by the City Commission on May 1, 1989, as amended and supplemented to the date hereof. "Parity Obligations" shall mean collectively the City's outstanding Improvement Refunding Revenue Bonds, Series 1999 and the City's outstanding Improvement Refunding Revenue Note, Series 2011. "Payment Date" shall mean each April 1 and October 1, commencing October 1, 2014 until the Note has been paid in full. "Pledged Revenues" means collectively the public service tax levied and collected by the City pursuant to Section 166.231, Florida Statutes and an ordinance duly enacted by the Issuer on [March 27, 1989], as amended and supplemented (the "Public Services Taxes ") and the tax imposed by the City on local communication services pursuant to Section 202.19(1), Florida Statues. "Refunded Bonds" shall have the meaning set forth in the "Whereas" clauses to this Agreement. "Resolution" shall mean Resolution No. 2014— , adopted at a meeting of the City Commission on July 28, 2014, which, among other things, authorized the execution and delivery of this Agreement and the issuance of the 2014 Note. "2014 Note Rate" shall mean the rate of interest to be borne by the 2014 Note which shall be a fixed rate equal to 0.88% per annum calculated on the basis of a 360 -day year of 12, 30 -day months. "2014 Note" shall mean the City of Winter Springs, Florida Improvement Refunding Revenue Note, Series 2014. 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. This Agreement and all the terms and {29101037;1} 3 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 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 2014 Note to the Bank. The making, execution and performance of this Agreement on the part of the City and the issuance and delivery of the 2014 Note has 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 2014 Note, the Escrow Deposit Agreement and the Resolution are 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, financial 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 material adverse change in the financial condition of the City or the Pledged Revenues has occurred since the audited financial statements of the City for its year ended September 30, 2013. (d) Powers of City. The City has the legal power and authority to pledge the Pledged Revenues to the repayment of the 2014 Note as described herein and none of the Pledged Revenues are pledged to any other obligation of the City other than the Parity Obligations. (e) Authorizations, etc. 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 2014 Note and the related documents, except such as have been obtained, given or accomplished. Section 2.02. Covenants of the City. The City covenants as follows: At no costs to the Bank, the City will furnish to the Bank (i) within 180 days following {29101037;1} 4 the end of each Fiscal Year, a comprehensive annual financial report of the City for such Fiscal Year prepared in accordance with generally accepted accounting standards, which shall include a balance sheet and income statement as of the end of such Fiscal Year, and an audit report of an independent certified public accountant or firm thereof, (ii) any other financial information, including but not limited to the City's annual budget, which the Bank may reasonably request. Section 2.03. Representations and Warranties of Bank. The Bank represents and warrants to the City as follows: (a) Existence. The Bank is a Mississippi state banking corporation, authorized to do business in the State of Florida, with full power to enter into this Agreement, to 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 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) Validity. 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 2014 Note, (ii) has received and reviewed such financial information concerning the Pledged Revenues as it has needed in order to fairly evaluate the merits and risks of making the Loan and investing in the 2014 Note; and (iii) is purchasing the 2014 Note as an investment for its own account and not with a current 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 in the principal amount of Three Million Four Hundred Ninety - Four Thousand and No /100 Dollars ($3,494,000.00). The Loan will be evidenced by the 2014 Note. The proceeds of the 2014 Note shall be used solely to currently refund the Refunded Bonds. 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 of the 2014 Note shall be Three Million Four Hundred Ninety -Four Thousand and No /100 Dollars ($3,494,000.00). (b) Interest. The 2014 Note shall bear interest at the 2014 Note Rate payable on each Payment Date. The Note Rate shall be subject to adjustment as provided in Section 3.03 hereof. {29101037;1} The Noteholder shall promptly notify the City in writing of any adjustments in a Note Rate. Notwithstanding any provision hereof the contrary, in no event shall the interest rate on the Note exceed the maximum rate permitted by law. Interest on the 2014 Note shall be computed on the basis of 12, 30 -day months and a 360 -day year. (c) Prepayments and Principal Payments. The 2014 Note shall be subject to prepayment in whole and in part at the option of the City, as provided in the 2014 Note. Any prepayment shall be made on a prepayment date as shall be specified by the City in a written notice delivered to the Noteholder not less than ten (10) days prior to the specified prepayment date. Any prepayment shall be applied first to accrued interest, then to other amounts owed the Holder, and finally to principal as directed by the City. Principal on the 2014 Note is payable on each October 1 commencing October 1, 2014 as set forth in the 2014 Note. Section 3.03. Adjustments to Note Rate. The Note Rate shall be subject to adjustment by the Bank as hereinafter described and as provided in the Note. In the event of a Determination of Taxability, the 2014 Note Rate shall be adjusted to cause the yield on the 2014 Note to equal what the yield on the 2014 Note would have been absent such Determination of Taxability (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 the Noteholder subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (a) interest on the 2014 Note for the period commencing on the date on which the interest on the 2014 Note (or portion thereof) loses its "tax- exempt" status and ending on the earlier of the date such 2014 Note ceased to be outstanding or such adjustment is no longer applicable to the 2014 Note (the "Taxable Period ") at a rate equal to the Taxable Rate and (b) the aggregate amount of interest payable on the 2014 Note for the Taxable Period under the provisions of the 2014 Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. If the 2014 Note ceases to be a "qualified tax - exempt obligation" then the Note Rate shall be adjusted to cause the yield on the 2014 Note to equal what the yield on the 2014 Note would have been in the absence of such change. The Noteholder shall promptly notify the City in writing of any adjustments pursuant hereto. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant hereto may be retroactive. The Noteholder shall certify to the City in writing the additional amount, if any, due to the Noteholder as a result of an adjustment pursuant hereto. Notwithstanding any provision hereto the contrary, in no event shall the interest rate on the 2014 Note exceed the maximum rate permitted by law. Section 3.04. Conditions Precedent to Issuance of Note. Prior to or simultaneously with the delivery of the 2014 Note, there shall be filed with the Bank the following, each in form and substance reasonably acceptable to the Bank: {29101037;1} 6 (a) an opinion of legal counsel to the City substantially to the effect that (i) the Resolution has been duly adopted and this Agreement, the Escrow Deposit Agreement and the 2014 Note have 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 therein 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 performance of this Agreement, the Escrow Deposit Agreement and execution and issuance of the 2014 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; (iii) the execution, issuance and delivery of the 2014 Note has been duly and validly authorized by the City, and the 2014 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, and the Escrow Deposit Agreement to execute and deliver the 2014 Note, and to consummate the transactions contemplated by such instruments; (v) the execution, delivery and performance of the 2014 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 (A) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the 2014 Note, (B) in any way questioning or affecting the validity or enforceability of any provision of this Agreement, the 2014 Note, or the Resolution, (C) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the 2014 Note, or of any provision made or authorized for the payment thereof, or (D) 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 authority to refund the Refunded Bonds, to grant a lien on the Pledged 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 2014 Note have been complied with; (b) an opinion of Bond Counsel (who may rely on opinion of legal 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 obligation of the City enforceable upon the City in accordance with its terms; (ii) the 2014 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 interest on the 2014 Note is excluded from gross income for purposes of federal income taxation; (iv) the lien of the Refunded Bonds on the revenues pledged thereto has been discharged; and (v) the 2014 Note is a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code; {29101037;1} 7 (c) a copy of a completed and executed Form 8038 -G to be filed with the Internal Revenue Service by the City; (d) the original executed 2014 Note, Escrow Deposit Agreement and Agreement; and (e) such other documents as the Bank reasonably may request (including, without limitation, Florida Division of Bond Finance forms). When the documents and items mentioned in clauses (a) through (e), inclusive, of this Section shall have been filed with the Bank, and when the 2014 Note shall have been executed as required by this Agreement, the City shall deliver the 2014 Note to or upon the order of the Bank upon receipt of the purchase price therefor. Section 3.05. 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 2014 Note and the registration of transfers of the 2014 Note as provided in this Agreement. The transfer of the 2014 Note may be registered only upon the books kept for the registration of the 2014 Note and registration of transfer thereof upon surrender thereof to the City together with an assignment duly executed by the Noteholder or its attorney or legal representative in the form of the assignment set forth on the form of the 2014 Note attached as Exhibit A to this Agreement; provided, however, that the 2014 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 2014 Note a new Note registered in the name of the transferee. In all cases in which the 2014 Note shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new 2014 Note in accordance with the provisions of this Agreement. The City may make a charge for every such registration of transfer of the 2014 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 2014 Note shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of the 2014 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 shall 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 2014 Note. The Holder of the 2014 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 2014 Note; provided, however that no transfer shall be permitted absent the City'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 Holder of the 2014 Note shall be deemed to have waived and renounced all of such owner's {29101037;1} 8 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. In the event the 2014 Note is mutilated, lost, stolen, or destroyed, the City shall execute a new 2014 Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated 2014 Note, such mutilated 2014 Note shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed 2014 Note, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it. Section 3.06. Ownership of the Note. The person in whose name the 2014 Note is registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the 2014 Note shall be made only to the Holder thereof or such owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the 2014 Note, and interest thereon, to the extent of the sum or sums so paid. Section 3.07. Use of Proceeds of Note Permitted Under Applicable Law. The City represents, warrants and covenants that the proceeds of the 2014 Note will be used as provided in Section 3.01 hereof, and that such use is permitted by applicable law. Section 3.08. Authentication. Until the 2014 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 2014 Note shall not be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the registrar, and such certificate of the registrar upon the 2014 Note shall be conclusive evidence that such 2014 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 2014 Note and in any proceedings of the City relating to the Loan provided that any payments due hereunder shall be paid solely for Pledged Revenues. Section 4.02. Payment of 2014 Note. (a) The City does hereby irrevocably pledge the Pledged Revenues as security for the repayment of the 2014 Note. The lien of the 2014 Note on the Pledged Revenues is on parity with the lien thereon of the Parity Obligations although the Parity Obligation also have a lien on the Franchise Fees as defined in the documents authorizing their issuance which lien does not extend to the 2014 Note. (b) The 2014 Note is a special obligation of the City secured solely by the Pledged Revenues as provided in this Agreement. The 2014 Note will not constitute a general debt, {29101037;1} 9 liability or obligation of the City or the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory limitation. 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 Pledged Revenues. Section 4.03. Tax Covenant. The City covenants to the Noteholder that the City will not make any use of the proceeds of the 2014 Note at any time during the term of such 2014 Note which, if such use had been reasonably expected on the date the 2014 Note was issued, would have caused such 2014 Note to be an "arbitrage bond" within the meaning of the Code. The City will do all acts including complying 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 2014 Note from the gross income of the Holders thereof for purposes of federal income taxation. Section 4.04. Application of Provisions of Original Instrument. The 2014 Note is being issued as Additional Parity Obligations under the authority of Section 18H of the Original Instrument and shall be entitled to all the protection and security provided in and by the Original Instrument for Additional Parity Obligations, and the 2014 Note shall be in all respects entitled to the same security, rights and privileges enjoyed by the Parity Obligations except as otherwise provided herein. The debt service on the 2014 Note shall be payable on a parity with the Parity Obligations from Pledged Revenues deposited to the Debt Service Fund created under the Original Instrument. The 2014 Note shall have no lien or otherwise be entitled to payments from any amounts on deposit in the Reserve Account or any subaccount therein. The terms and provisions of the Original Instrument as supplemented hereby shall remain in full force and effect and be applicable with respect to the 2014 Note. Section 4.05. Compliance with Laws and Regulations. The City shall maintain compliance with all federal, state and local laws and regulations applicable to the refunding of the Refunded Bonds and the Loan. Section 4.06. Additional Debt. As long as the 2014 Note is outstanding, the City shall not issue any debt payable from any of the Pledged Revenues on a parity with the 2014 Note (the "Additional Debt ") unless there shall have been obtained and filed with the City and the Holder of the 2014 Note a certificate of the City's Finance Director (i) setting forth the amount of Pledged Revenues for the Fiscal Year immediately preceding the issuance of such Additional Debt; (ii) stating that such Pledged Revenues equal at least 1.25 times the Maximum Bond Service Requirement for all outstanding debt secured by and payable from a first lien on such Pledged Revenues and such additional proposed debt; and (iii) stating either that no Event of Default has occurred or if such Event of Default has occurred that it shall have been cured. For purposes of such calculation if the interest rate on the proposed additional debt will be a variable interest rate, the rate for purposes hereof shall be calculated at the initial rate. Any debt of the City payable from any of the Pledged Revenues not meeting the test for Additional Debt set forth above shall contain an express statement that such obligations are junior, inferior and subordinate {29101037;1} 10 in all respects to the 2014 Note herein authorized, as to lien on and source and security for payment from such Excise Taxes. Section 4.07. Covenant Regarding Pledged Revenues. As long as the 2014 Note is outstanding the City covenants to (i) diligently enforce and collect the Pledged Revenues and take all steps, actions, and proceedings necessary for the enforcement and collection of such. (ii) not to repeal the ordinances levying any of the Pledged Revenues and not to amend or modify such ordinances in any manner which would impair or adversely affect the power and obligation of the City to levy and collect Pledged Revenues or adversely affect in any manner the pledge of the Pledged Revenues to the 2014 Note and (iii) to levy and collect Pledged Revenue to the extent necessary up to the maximum rates provided by law as will provide funds sufficient to pay, as the same shall become due, the principal and interest on the 2014 Note, and to make all other payments required to be made from any of the Pledged Revenues, as the same shall become due. ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.01. Events of Default; Remedies. The provisions of Sections 19 and 20 of the Original Instrument shall apply for purposes of this Loan Agreement and shall be applied to the 2014 Note as though fully restated herein. The remedies available to the Holder of the 2014 Note upon the occurrence of an Event of Default do not include acceleration unless the owner of any other debt payable from the Pledged Revenues accelerates its debt. 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 2014 Note and all other sums payable to the Holder hereunder have been paid in full. Section 6.03. 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. {29101037;1} 11 Section 6.04. 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 City Hall 1126 East State Road 434 Winter Springs, Florida 32708 Attention: Finance and Administrative Services Director (b) As to the Bank: Hancock Bank 113 Designer Circle Dothan, Alabama Attention: Steven E. Cole 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 6.05. 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 of its provisions being intended to be and being for the sole and exclusive benefit of the City and the Noteholder. Section 6.06. Severability. In case any one or more of the provisions of this Agreement, any amendment or supplement hereto or of the 2014 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 2014 Note, but this Agreement, any amendment or supplement hereto and the 2014 Note shall be construed and enforced at the time as if such illegal or invalid provisions had not been contained therein, 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 2014 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 6.07. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the 2014 Note or the date fixed for prepayment of the 2014 Note shall be other than a Business Day, then payment of such interest or principal {29101037;11 12 shall be made on the next succeeding Business Day 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 6.08. 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. Section 6.09. Applicable Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. Section 6.10. No Personal Liability. Notwithstanding anything to the contrary contained herein or in the 2014 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, shall cause such person to 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 2014 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 6.11. Incorporation by Reference. All of the terms and obligations of the Resolution 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. Section 6.12. Waiver of Jury Trial. THE BANK AND THE CITY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE RESOLUTION, THIS AGREEMENT, THE 2014 NOTE OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. {29101037;11 13 [Signature Page for LOAN AGREEMENT dated as ofAugust 10, 2011 between the City of Winter Springs, FL and Hancock Bank] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. ATTEST: City Clerk Approved as to form: City Attorney CITY OF WINTER SPRINGS, FLORIDA By: Mayor HANCOCK BANK By: Steven E. Cole Title: Senior Vice President {29101037;11 14 EXHIBIT A FORM OF NOTE PRIOR TO BECOMING A HOLDER, A PROPOSED PURCHASER SHALL 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 IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2014 Principal Sum Maturity Date Note Rate Date of Issuance $3,494,000 October 1, 2018 0.88% July 30, 2014 The CITY OF WINTER SPRINGS, FLORIDA (the "City "), for value received, hereby promises to pay, solely from the sources described in the within mentioned Agreement, to the order of HANCOCK BANK, a Mississippi state banking corporation, or its assigns (the "Holder "), the Principal Sum, such principal to be October 1 in the years and in the amounts set forth on Exhibit "A" hereto, with all unpaid principal and interest due in full on the above referenced Maturity Date, and to pay interest on the outstanding principal amount hereof from the most recent date to which interest has been paid or provided for, or if no interest has been paid, from the Date of Issuance shown above, on April 1 and October 1 of each year (each, an "Interest Payment Date "), commencing on October 1, 2014, until payment of said principal sum has been made or provided for, at the above referenced Note Rate calculated on the basis of 12, 30 -day months and a 360 -day year. Payments due hereunder shall be 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, 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. 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 July 30, 2014 (the "Agreement'). Such adjustments may be retroactive. This 2014 Note is issued for the purpose of refunding the City's outstanding Improvement Refunding Revenue Bonds, Series 2003, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes and other applicable provisions of law, City Resolution No. 615 as amended and Resolution No. 2014— , adopted by the City Commission (the "Commission ") on July 28, 2014, and a Loan Agreement dated July 30, 2014 by and between the City and the Holder (the "Agreement "). This 2014 Note is being issued as "Additional Parity Obligations" within the meaning of City Resolution No. 615 adopted by the City Commission of the City on May 1, 1989 except as otherwise provided in the Agreement. {29101037;1} Exhibit A -1 This 2014 Note is a limited, special obligation of the City, payable from and secured solely by a lien upon and pledge of the Pledged Revenues, as defined and described and in the manner provided in the Agreement. The pledge of the Pledged Revenues to the payment of this 2014 Note is on a parity (except as otherwise provided in the Agreement) with the City's outstanding Parity Obligations. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. This 2014 Note may be prepaid by the City in whole, but not in part, on any date as provided in the Agreement from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed without any prepayment penalty or fee, plus accrued interest to the prepayment date. This 2014 Note may be prepaid in part, in denominations of $1,000 in integral multiples thereof on any October 1 as provided in the Agreement from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed, without any prepayment penalty or fee plus accrued interest to the prepayment date in Authorized Denominations. Any prepayments shall be applied as provided in Section 3.02(c) of the Agreement. Notice having been given as aforesaid, the principal amount to be prepaid shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on such principal amount; and the amount of principal and interest then due and payable shall be paid upon presentation and surrender of this 2014 Note to the claims office of the City. If, on the prepayment date, funds for the payment of the principal amount, together with interest to the prepayment date on such principal amount, shall have been given to the Holder, as above provided, then from and after the prepayment date interest on such principal amount of this 2014 Note shall cease to accrue. Notwithstanding any provision in this 2014 Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this 2014 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 nonusurious 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 contracted for herein. In the event the maturity of this 2014 Note is prepaid in accordance with the provisions hereof, the Agreement or the Resolution, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of 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 prepayment, or, if theretofore paid, shall be credited on the principal amount of this 2014 Note unpaid, but such crediting shall not cure or waive any default under the Agreement or Resolution. THIS 2014 NOTE 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 LIMITATIONS OF INDEBTEDNESS, {29101037;1} Exhibit A -2 BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES, AS PROVIDED IN THE AGREEMENT AND THE RESOLUTION. THE HOLDER SHALL NEVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY, OR TAXATION IN ANY FORM OF ANY PROPERTY THEREIN TO PAY THIS 2014 NOTE OR THE INTEREST HEREON. Upon the occurrence of an Event of Default the Holder of the 2014 Note shall also have such remedies as described in the Agreement. The City hereby waives presentment, demand, protest and notice of dishonor. This 2014 Note is governed and controlled by the Agreement and reference is hereby made thereto regarding interest rate adjustments and other matters. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] {29101037;1} Exhibit A -3 IN WITNESS WHEREOF, the City has caused this 2014 Note to be signed by its Mayor by his manual signature, and the seal of the City to be affixed hereto or imprinted or reproduced hereon, and attested by a City Clerk of the City manually, and this 2014 Note to be dated the Date of Issuance set forth above. CITY OF WINTER SPRINGS, FLORIDA [SEAL] IM ATTEST: By: City Clerk Approved as to form: City Attorney Mayor {29101037;1} Exhibit A -4 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This 2014 Note is being delivered pursuant to the within mentioned Agreement. CITY OF WINTER SPRINGS, FLORIDA, as Registrar IM City Clerk {29101037;1} 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 irrevocably 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 Noteholder: {29101037;1} Exhibit A -6 EXHIBIT A 2014 NOTE - PRINCIPAL REPAYMENT SCHEDULE Year Amount 2014 $209,000 2015 812,000 2016 819,000 2017 823,000 2018 831,000 {29101037;1} Exhibit A -7 PURCHASER'S CERTIFICATE City of Winter Springs, Florida (the "City ") Ladies and Gentlemen: The undersigned, as a purchaser of the City of Winter Springs, Florida Improvement Refunding Revenue Note, Series 2014 (the "2014 Note ") dated July 30, 2014, consisting of one typewritten 2014 Note, hereby certifies that we have been provided (a) a copy of City of Winter Springs Resolution No. , adopted by the City on July 28, 2014, authorizing the issuance of the 2014 Note (the "Resolution "), (b) the Loan Agreement dated as of July 30, 2014, between the City and us as assignee of Hancock Bank (the "Agreement ") and (c) such financial and general information respecting the Pledged Revenues (as such term is defined in the Agreement) and the City, and the 2014 Note described above as we deem necessary to enable us to make an informed investment judgment with respect to the purchase of said 2014 Note. We hereby make the following representations, which representations may be relied upon by the City: A. We are aware: (i) that investment in the 2014 Note involves various risks; (ii) that the 2014 Note is not a general obligation of the City; and (iii) that the principal or premium, if any, and interest on the 2014 Note is payable solely from the Pledged Revenues as specified in the Resolution and the Agreement. B. We understand that no official statement, offering memorandum or other form of offering document was prepared or is being used in connection with the offering or sale of the 2014 Note (collectively, 'Disclosure Documents "), but we have been afforded access to all information we have requested in making our decision to purchase the 2014 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 2014 Note. We do not require any further information or data incident to our purchase of the 2014 Note. C. In purchasing the 2014 Note, we have relied solely upon our own investigation, examination, and evaluation of the City, and other relevant matters. {29101037;11 A -1 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 2014 Note and have determined that we can bear the economic risk of our investment in the 2014 Note. E. We acknowledge the understanding that the 2014 Note is not registered under the Securities Act of 1933, as amended (the "1933 Act ") or Chapter 517, Florida Statutes, and that the Resolution and Agreement are not qualified under the Trust Indenture Act of 1939, as amended, and that the City has no obligation to effect any such registration or qualification. F. We are not acting as a bond house, broker or other intermediary, in our purchase of the 2014 Note. Although we retain the right to transfer the 2014 Note in the future, we understand that the 2014 Note may not be readily tradable. G. We have received all documents requested by us incident to our purchase of the 2014 Note. H. We acknowledge that we are an "accredited investor" within the meaning of Chapter 517, Florida Statutes and Regulation D of the 1933 Act. Signed as of the day of IM Authorized Officer {29101037;11 A -2 ..... ... .... Exhibit B COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated July .........30, 2014, by and between the CITY OF WINTER SPRINGS, FLORIDA (the "City "), a duly constituted and existing municipal corporation of the State of Florida, and WHITNEY BANK D RAA HANCOCK BANK (the "Escrow Agent "), a Mississippi state banking corporation, as Escrow Agent hereunder. WHEREAS, the City has previously issued its Improvement Refunding Revenue Bonds, Series 2003, (the "2003 Bonds ") pursuant to its Resolution No. 615, as amended and supplement by Resolution 2003. 2.8..(collectively the "Prior Resolution "); and WHEREAS, the City has determined to issue, pursuant to its Resolution No. 2014 - adopted by the City on July 28, 2014, its $3,494,000 aggregate principal amount of Improvement Refunding Revenue Note, Series 2014 (the "2014 Note ") to refund and defease together with other legally available moneys of the City all of the outstanding 2003 Bonds (the "Refunded Bonds "); and WHEREAS, the Prior Resolution provides that the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in such prior resolution upon compliance by the City with the provisions of Section 33 thereof, which provisions the City hereby represents have not been amended or supplemented in regard to the 2003 Bonds; and WHEREAS, the proceeds of the 2014 Note, together with other legally available moneys of the City, will be deposited in the Escrow Fund created pursuant to Section 4 hereof in an amount sufficient to provide for the payment of the Refunded Bonds and to discharge and satisfy the covenants, agreements and other obligations of the City under the Prior Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the 2014 Note, the deposit of the cash into the Escrow Fund as provided in Section 4 hereof to be held by the Escrow Agent and the discharge and satisfaction of the covenants, agreements and other obligations of the City under the Prior Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The recitals stated above are true and correct and incorporated herein. 2. Receipt of true and correct copies of the above - mentioned Prior Resolution is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Prior Resolution, in particular Section 33 Defeasance thereof, are incorporated herein by {29155938;1} 1 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM reference. The Escrow Agent also acknowledges receipt of the Certificate of Public Financial Management, Inc. dated .. ... 30, 2014 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Prior Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 3. In accordance with the Prior Resolution, the City by this agreement exercises the option to have the covenants, agreements and other obligations of the City to the holders of the Refunded Bonds discharged and satisfied. 4. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Winter Springs Improvement Refunding Revenue 2003 Escrow Deposit Fund" (the "Escrow Fund "), which Escrow Fund is to be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds as provided more specifically below, separate and apart from other funds of the City and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit thereunder of the sum of $4,061,608.98 in immediately available funds received by the City from the sale and delivery of the 2014 Note and other legally available moneys (the "Escrow Proceeds "). Such escrow proceeds shall not be invested. 5. In reliance upon the Verification Report, the City represents and warrants that the deposit made pursuant to Section 4 is sufficient to pay the amounts of principal of and interest due on the Refunded Bonds as described in Schedule "A" attached hereto. If such deposit shall be insufficient to make such payments, the City shall timely deposit in the Escrow Fund, solely from legally available funds of the City, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule "A" hereto. Notice of any insufficiency shall be given by the Escrow Agent to the City as promptly as possible, but the Escrow Agent shall in no manner be responsible for the City's failure to make such deposits. 6. The deposit in the Escrow Fund shall constitute an irrevocable deposit of cash in irrevocable trust with the Escrow Agent solely for the payment of the principal and interest on the Refunded Bonds at such time and in such amount as set forth in Schedule "A" hereto, and such deposit shall be used solely for such purposes. 7. The City hereby directs, and the Escrow Agent hereby agrees, that it will undertake the timely transfer of money to the Paying Agent for the Refunded Bonds or any successors or assigns thereto (collectively, the "Refunded Bonds Paying Agent ") in accordance with Schedule "A" attached hereto, in order to effectuate this Agreement and to pay the Refunded Bonds in the amount and at the time provided in said Schedule "A ". The liability of the Escrow Agent to make such transfer for the payment of the principal of, redemption premium and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of amounts available for such purposes in the Escrow Fund. 8. The City hereby represents that it has instructed U.S. Bank National Association the registrar for the Refunded Bonds, to give, at the appropriate time, the notice {29155938;1} 2 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM or notices required by the Prior Resolution in connection with the redemption of the Refunded Bonds. All of the Prior Bonds shall be redeemed on August 29, 2014 at 100% of the principal amount thereof plus accrued interest to such redemption date. 9. Concurrently with the deposit set forth in Section 4 hereof, the Refunded Bonds are hereby deemed to have been paid within the meaning and with the effect expressed in the Prior Resolution. 10. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all cash deposited in the Escrow Fund pursuant to the terms hereof until paid out, used and applied in accordance with this Agreement. Neither the City or the Escrow Agent shall cause or permit any other lien or interest to be imposed upon the Escrow Funds. 11. This Agreement is made for the benefit of the City and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 11, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. 12. In consideration of the services rendered by the Escrow Agent under this Agreement, the City is simultaneously paying to the Escrow Agent $450 as its fee and expenses provided, that such amount shall not include any expenses associated with the performance by the Escrow Agent at the request of the City of any extraordinary services hereunder, which are payable by the City upon presentation of an invoice therefor from the Escrow Agent. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities or cash in said Escrow Fund for the payment of such proper fees and expenses. 13. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. The Escrow Agent {29155938;1} 3 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement, if such investments are authorized hereunder. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the deposit to the Escrow Fund to pay the Refunded Bonds. So long as the Escrow Agent applies any moneys to pay the Refunded Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement and no implied warrants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel with respect to any matter relevant to this Agreement, who may or may not be counsel to the City, and be entitled to receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in reliance upon the opinion of such counsel have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City and the Escrow Agent may in good faith conclusively rely upon such certificate. The Escrow Agent may conclusively rely upon and shall be fully protected in acting and relying upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder; the Escrow Agent shall not be required to expend its own funds for the performance of its duties hereunder. The Escrow Agent may act through its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. {29155938;1} 4 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM The City further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or default. Such indemnification shall survive the termination of this Agreement and /or the sooner resignation or removal of the Escrow Agent and shall inure to the benefit of the Escrow Agent's successors and assigns. 14. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than ten (10) days written notice to the City and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the City as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and to the City and signed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the City shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the City shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the City pursuant to the foregoing provisions of this Section 14b- within ten (10) days after written notice of resignation of the Escrow Agent has been given to the City, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any state thereof, and shall have at the time of appointment capital and surplus of not less than $75,000,000. {29155938;1} 5 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the City an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the City execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the City be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or transfers all or substantially all of its corporate trust business to, or any corporation resulting from any merger, conversion, consolidation or tax -free reorganization to which the Escrow Agent or any successor to it shall be a party, if satisfactory to the City, shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In the event the Escrow Agent resigns or is removed pursuant to the provisions hereof, the total fee paid to the Escrow Agent as provided in Section 1124 hereof shall be prorated on a straight line basis from the date hereof until the final payment is scheduled to be made for the Refunded Bonds, and the unearned portion of such fee shall be rebated and returned to the City. 15. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the City. 16. This Agreement shall be governed by the applicable laws of the State of Florida without regard to conflict of law principles. 17. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. {29155938;1} 6 COMPARISON .INFORM ATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM 18. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 19. The Issuer will not accelerate the maturity of any Refunded Bonds or exercise any option to redeem any Refunded Obligations except as set forth in Section 10 hereof. 20. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] {29155938;1} 7 COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 -2799 Attention: Finance and Administrative Services Director Hancock Bank 133 Terra Mango Loop Orlando, Florida 32835 Attention: Corporate Trust Services IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first above written. CITY OF WINTER SPRINGS, FLORIDA (SEAL) an ATTEST: City Clerk Mayor Approved as to Form: City Attorney {29155938;1} 8 COMPARISON .INFORM ATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM (Signature page of Escrow Deposit Agreement dated July 30, 2014 re: City of Winter Springs, Florida) WHITNEY BANK DB/A HANCOCK BANK {29155938;1} Trust Officer COMPARISON INFORMATION [REDLINE: 29099934;1 v. 29099934;2] 07/09/2014 @ 2:16 PM Payment Date SCHEDULE A Refunded Bonds Maturing Principal August 29, 2014 $4,005,000 {29155938;1 1 A -1 Interest • •1: •: Total 4 Exhibit C...... .. . . Hancock Bank PUBLIC FINANCE DEPARTMENT Via E -Mail June 9, 2014 Honorable Mayor and City Commission City of Winter Springs, Florida C/o Mr. Brent Wilder Public Financial Management C/o Mr. Nicklas Rocca Public Financial Management Re: City of Winter Springs — Request for Bank Loan $3,500,000 maximum (Improvement Refunding Revenue Bond, Series 2014) Please accept this letter as a commitment of Hancock Bank (Whitney Bank doing business as Hancock Bank) or the "Bank" to purchase the above captioned Bond upon the terms and conditions outlined below: Issuer: City of Winter Springs, Florida. Amount- $3,500,000 in aggregate principal "bank loan" in the form of an Improvement Refunding Revenue Bond (the "Bond" or "Series 2014 Bond ") of the Issuer. Purpose of Issue: Proceeds of the Bond will be used to current refund all of the City's outstanding Improvement Refunding Revenue Bonds, Series 2003 (the "Refunded Bonds ") and to pay the cost of issuance related to the financing (the "Project "). Authority for Issue: Provisions of the Florida Constitution, the Charter of the City of Winter Springs, Florida, as amended; Chapter 166, Part II of the Florida Statutes, Resolution No. 615 adopted by The Issuer on May 1, 1989 as amended and supplemented (the "Original Resolution ") and the authorizing Series 2014 Bond Resolution (which will be supplemental to the Original Resolution) and any other valid constitutional and statutory authority. Dated Date of Bond - Date of Delivery Form of Certificates: The Bond will be issued as a single typewritten or printed certificate, in fully registered form. 113 Designer Circle /Dothan, AL 36303 334- 792 -8422 /Fax 334 - 792 -8424 /Toll Free (888) 516 -7373 City of Winter Springs — $3,500,000 Revenue Bond Page 2 Interest Rate & Term: Pursuant to the City's Request for Proposal we are offering the following interest rate and term: Fixed Rate Option: Fixed Rate option — fully funded' on the day we close the loan as outlined below: Annual Term ## Interest Rate # 4 1/4 year term approximately — fully amortized 0.88% (bank qualified tax exempt) ** The Issuer would fully fund the loan on the day we close the loan. # The quoted fixed interest rate is contingent upon the Mayor and City Commission accepting our proposal by no later than 30 days from the date of this letter. If the Mayor and Commission acce t our proposal by the stipulated time, we will hold the above referenced fixed interest rate firm, provided that the Bond is closed (fully funded) no later than 60 days from the date of this proposal. Based on your RFP (estimated closing date of July 17th ), the 60 day time frame should provide more than adequate time to "lock -in" the interest rate. Should the Bond not be funded within the 60 day time frame a different rate could apply, which would be based upon the same pricing methodology we used to calculate the above referenced fixed interest rate. ## Our pricing is based on the estimated amortization of principal that the City presented in its RFP. We realize that the final amortization schedule could change slightly in order to better meet the City's needs and therefore we are open to some changes in this proposed amortization structure; however our pricing is based on the final amortization of principal not having an average life that exceeds 2.70 years. Should the final amortization have an average life that exceeds 2.70 years, our rate would be higher than that offered above. Interest and Principal Payments: interest would be calculated on a 30 over 360 day basis. Interest would be payable semi - annually on April 1 and October 1 of each year, commencing October 1, 2014. Principal would be reduced annually on October 1 with the first principal payment commencing on October 1, 2014 and the last principal payment being on October 1, 2018, as outlined in the City's RFP. We would prefer (preferred if possible... but not required) that the loan be structured such that minimum principal denominational units be in units of one - thousand ($1,000.00) or multiples thereof. 2 City of Winter Springs — $3,500,000 Revenue Bond Page 3 Prepayment Provisions: The principal may be prepaid in whole on any date with 10 days advance written notice to the Bank without prepayment penalty. Principal may be prepaid in part on any principal payment date (each October 15) with 10 days advance written notice to the Bank without prepayment penalty, provided that the City pays all accrued interest which shall have accrued to the date of prepayment and provided further that any principal prepayments shall be in multiples of one - thousands ($1,000.00). Prepayments shall be deemed to apply to those principal installments with the latest maturities on the Bond in inverse order. Credit Approval: Already approved. Security: The Series 2014 Bond would be issued as "Additional Parity Obligations" pursuant to the Original Resolution. As such, the Bond would be secured by a first or prior lien pledge of the City's (i) Public Service Tax revenues (PST) and (ii) Local Communications Services Tax revenues (CST) and (iii) certain funds and accounts established in conjunction with this financing, all as authorized by Resolution No. 615 adopted by the City Commission on May 1, 1989, as amended and supplemented (the "Original Resolution ") and as further authorized by the City's ordinances that pertain to the PST and CST tax levies. The Bond would be issued on parity with the City's outstanding Improvement Refunding Revenue Bonds, Series 1999 and the Improvement Refunding Revenue Note, Series 2011 (the "Outstanding Parity Obligations "). The Series 2014 Bond would enjoy all of the rights, protections, and security provided to the Outstanding Parity Obligations pursuantto the Original Resolution as amended and supplemented, including but not limited to any restrictions, provisions, and covenants offered to the Parity Bondholders regarding additional bonds tests, flow of funds, funds and accounts, maintaining proper books and accounting records, etc. Additional Debt: The City could issue future first lien debt secured by the PST and CST taxes provided that it meets an "additional bonds tests" (ABT) of 1.25 times the Maximum Bond Service Requirement as outlined in the Original Resolution. Except for the provision for additional parity debt outlined above, the City would covenant to not issue additional obligations secured by the PST or CST taxes unless such obligations contain an express statement that such obligations are junior and subordinate in all respects to the Series 2014 Bond. Required Accounts: We would not require the City to set up a reserve fund for this loan. However, the other funds and accounts (Revenue Fund, Sinking Fund, etc.) that are established pursuant to the Original Resolution and that are applicable to the Outstanding Parity Obligations would apply to the Series 2014 Bond. This would include, but not be limited to, monthly proportionate deposits (i.e., 1/6 of upcoming interest payments and 1/12 of upcoming principal payments) would be made into the sinking fund in amounts sufficient to meet upcoming interest and principal payments. 3 City of Winter Springs — $3,500,000 Revenue Bond Page 4 Documentation: All documentation would need to be acceptable to the Bank and "Bank Counsel ". The Bank and Bank Counsel would need to review and approve all documentation prior to adoption and /or acceptance by the Issuer's Board. We understand that Bond Counsel will be Akerman LLP. Bond Counsel would draft the loan documents and issue the customary legal and tax opinions. Based on this, the role of "Bank Counsel" would be limited to that of a "review function" only. We have outlined the cost of Bank Counsel in the paragraph captioned "Closing costs, fees and expenses" presented below. Bank Counsel for this loan would be George Smith with Bryant Miller Olive. Additional Terms and Conditions: * All legal and tax opinions would be addressed to the Bank and be in a form and substance acceptable to the Bank. We would also require that Bond Counsel issue a defeasance opinion related to the refunding of the Series 2003 Refunded Bonds. * Acceptable written certifications would need to be made to the Bank assuring us that sufficient provisions have been made to pay off in full the Refunded Bonds. We understand that the escrow fund for the refunding of the Refunded Bonds will be gross funded with cash. * Prior to funding the Series 2014 Bond the City's Financial Advisor would furnish to us a final "Sources and Uses" of funds statement, based on the final numbers. * Prior to closing the Bond the City would provide to the Bank a certificate to the effect that i) the financial statements were prepared in accordance with GAAP and fairly present the financial condition of the City as of their date and ii) since the date of the information presented in the 2013 audit (latest audit available at this time) there has been no material adverse change in the financial condition of the City or the pledged revenues. * We would require that the interest rate on the loan be "grossed up" and applied retroactively to the date of any event of taxability should it be determined by the Internal Revenue Service that the tax status of the Bond has changed. Such "gross up" would not exceed any statutory limit imposed by the State of Florida and would be equal to the tax equivalent yield as originally contemplated by the Bank. * Provision would be made for a "default interest rate" equal to 5% or any statutory interest rate limitation imposed by the State of Florida, whichever is less. * The loan documentation would define standard events of default as are customary for this type of transaction and would provide reasonable remedies to the Bank in the event of default under the loan documents. The City would reimburse the Bank (or its agent e.g., receiver, trustee, etc.) for all reasonable legal and collection costs to exercise its remedies or collect its payments for the loan in the event of default. * If the City would not accept acceleration as a condition for this loan, we would want to insure that provisions are made such that no other obligations (whether current or future) secured by the PST and /or CST revenues be allowed to accelerate their loan(s) to the City unless Hancock Bank were allowed to accelerate its loan. n City of Winter Springs — $3,500,000 Revenue Bond Page 5 * In addition to the reporting requirements already outlined in the Original Resolution, the City would agree (if different or not listed in the Original Resolution) to provide to the Bank (at no cost) the following information: a copy of its audited financial statement within 180 days following the end of its fiscal year, annual operating budget (if requested by the Bank), and such other financial information as the Bank may reasonably request. * The supplemental resolution (authorizing the 2014 Bond) would recite that all of the covenants contained in the Original Resolution will be applicable to the Series 2014 Bond. * The City would covenant to diligently enforce and collect the PST and CST taxes and take all steps, actions, and proceedings necessary for the enforcement and collection of such rates, charges, and fees as shall become delinquent to the full extent permitted or authorized by law. * The City would covenant to not repeal the ordinances levying the PST and CST and not to amend or modify the ordinances in any manner which would impair or adversely affect the power and obligation of the City to levy and collect the PST and CST taxes or adversely affect in any manner the pledge of the PST and CST tax revenues made pursuant to the Resolution, or the rights of the holders of its Outstanding Parity Bonds (including the Series 2014 Bond), or the rate or amounts collected from the PST and CST taxes. * The City would covenant that as long as the Series 2014 Bond shall remain outstanding and unpaid, or payment thereof not duly provided for, it will levy and collect the PST and CST taxes to the extent necessary up to the maximum rates provided by law as will provide funds sufficient to pay, as the same shall become due, the principal and interest on the Series 2014 Bond, and to make all other payments, as the same shall become due. Closing costs, fees and expenses: The bank would charge no fees and assess no closing costs for its own benefit. However, we would require the City to reimburse the Bank for "Bank Counsel" expense. Bank Counsel's fee will not exceed $3,500 if its role is limited to a "review" function only. All other legal expense i.e., Bond Counsel, City's Local Counsel, and the City's Financial Advisor would be paid directly by the City — see the "Documentation" paragraph above for more detail. Tax Status of the Bond: The quoted interest rate is predicated upon the Bond being designated as a "qualified" tax - exempt obligation under Section 265(b) (3) of the Internal Revenue Service Code of 1986, as amended. Delivery: As soon as possible after all approvals, but in any event the loan would be closed no later than 60 days from the date of this proposal in order for us to hold firm the quoted fixed rate of interest. 5 City of Winter Springs — $3,500,000 Revenue Bond Page 6 This proposal shall remain valid for a period of 60 days provided the City's Governing Body accepts this proposal within 30 days from the date of this letter. Yours very truly, HANCOCK BANK'"' By:- Steven E. Cole Senior Vice President Public Finance Department ** "Hancock Bank" is a trade name used by Whitney Bank, a Mississippi chartered banking corporation, in providing products and services through its locations in Florida, Alabama and Mississippi. Any obligations incurred with regard to this proposal would be payable to Whitney Bank. Accepted and Approved: The Governing Body of the City of Winter Springs has accepted this Financing Proposal from Hancock Bank and hereby selects Hancock Bank to finance the above referenced Project. Approved and accepted: As of this the Mayor Attest: Clerk n. day of 2014.