HomeMy WebLinkAboutResolution 2014-12 Proposal of Whitney Bank D/B/A Hancock Bank RESOLUTION . - 2
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SPRINGS,A RESOLUTION OF THE CITY OF WINTER
EXCEEDFLORIDA ACCEPTING THE PROPOSAL OF WHITNEY BANK
D/B/A HANCOCK BANK TO PURCHASE THE CITY'S NOT TO
$3,500,000
NOTE, SERIES 2014TO,
TOGETHER WITH OTHER LEGALLY
AVAILABLE MONEYS OF THE CITY, REFUND AND DEFEASE
ALL OF THE r
S OUTSTANDING IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 3; AUTHORIZING
THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT
FLORIDAWITH 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,
STATUTES AND THE PUBLIC SERVICE TAXES
LEVIED
SECTION 166.231, FLORIDA STATUTES, ALL AS PROVIDED IN
OFFICIALS OF THE THE LOAN AGREEMENT; AUTHORIZING THE PROPER
THINGS
CONNECTIONI
THEREFOR;AGREEMENT, THE NOTE, AND THE SECURITY
APPROVING
J `CUTION
AGREEMENT WITH WHITNEY BANK D/B/A HANCOCK
CONNECTIONAND OTHER DOCUMENTS IN
LOAN; PROVIDING FOR I ! DESIGNATING
"BANKNOTE AS ./f AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
FLORIDA,AS FOLLOWS:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of Chapter 16, Florida Statutes, the Floridaonsti tio ,
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 . 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 e evee
Bonds, Series 23 (the "Refunded Bonds"), all as more particularly described in e Loan
Agreement(as defined herein).
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(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
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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.
SECTIONS. 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
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C
$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]
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I
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PASSED,APPROVED AND ADOPTED this 28t'day of July, 2014.
CITY OF WINTER SPRINGS,FLORIDA
[SEAL..,]
l /
B
ATTEST:
By. ......
Ciy�;lerk
Approved as to form:
City Attorney
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i
i
No. 1
CERTIFICATE REGARDING RESOLUTION NO. 2014-12
The undersigned, a duly appointed, qualified and acting City Clerk of the City of Winter
Springs, Florida (the "City"), and the keeper of the records of the City, HEREBY CERTIFIES
that:
Attached hereto is a copy of Resolution No. 2014-12 of the City which
was adopted at a meeting of the City Commission duly called and held on
July 28, 2014, at which meeting a quorum was present and acting
throughout, which resolution has been compared by me with the original
thereof as recorded in the Minute Book of said City and that said
resolution is a true, complete and correct copy thereof, and said resolution
has been duly adopted and has not been repealed or amended and is in full
force and effect on and as of the date hereof in the form attached hereto.
IN WITNESS WHEREOF; I have hereunto set my hand and affixed the official seal of
the City as of tkis 30a'day of July,2014.
CITY OF WINTER SPRINGS,FLORIDA
[SEAT—]
r
City Clerk,:/`
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TABLE OF CONTENTS
(The Table of Contents for this Loan Agreement is for convenience of reference only and is not
intended to define, limit or describe the scope or intent of any provisions of this Loan
Agreement.)
Page
ARTICLE I DEFINITION OF TERMS................................................................................ 1
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....................................................5
ARTICLEIII THE NOTE........................................................................................................5
Section 3.01. Purpose and Use.......................................................................................... 5
Section3.02. The Note...................................................................................................... 5
Section 3.03. Adjustments to 2014 Note Rate................................................................... 6
Section 3.04. Conditions Precedent to Issuance of Note................................................... 6
Section 3.05. Registration of Transfer;Assignment of Rights of Bank............................ 8
Section 3.06. Ownership of the Note................................................................................. 9
Section 3.07. Use of Proceeds of 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
Section 4.03. Tax Covenant............................................................................................. 10
Section 4.04. Application of Provisions of Original Instrument..................................... 10
Section 4.05. Compliance with Laws and Regulations................................................... 10
Section 4.06. Additional Debt......................................................................................... 10
Section 4.07. Covenant Regarding Pledged Revenues.................................................... 11
ARTICLE V EVENTS OF DEFAULT AND REMEDIES.................................................. 11
Section 5.01. Events of Default; Remedies..................................................................... 11
ARTICLE VI MISCELLANEOUS PROVISIONS............................................................... 1 I
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
Section 6.08. Counterparts.............................................................................................. 13
Section 6.09. Applicable Law......................................................................................... 13
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Section 6.10. No Personal Liability................................................................................. 13
Section 6.11. Incorporation by Reference....................................................................... 13
Section 6.12. Waiver of Jury Trial .................................................................................. 13
Exhibit A Form of 2014 Note Including Purchaser's Certificate.........................................A-1
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LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement"), made and entered into this 301, day of
July, 2014, by and between THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), a
municipal corporation of the State of Florida, and WHITNEY BANK D/B/A 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. 2014-12, 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. 2014-12, 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 Whitney Bank d/b/a Hancock Bank, a Mississippi state banking
corporation, and its successors and assigns.
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"Bond Counsel" shall mean, Akerman LLP, or any other attorney at law or fern 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
Whitney Bank d/b/a Hancock Bank 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.
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"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.
"Interest Payment Date" shall mean each April 1 and October 1, commencing October 1,
2014 until the Note has been paid in full.
"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.
"Pledged Revenues" means collectively the public service tax levied and collected by the
City pursuant to Section 166.231, Florida Statutes and ordinances duly enacted by the Issuer(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.2014-12, 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 wards 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
provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the
validity hereof.
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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) Valtdity 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) Authorizatio 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
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
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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) Validi 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) Knowled a 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
Interest Payment Date. The 2014 Note Rate shall be subject to adjustment as provided in Section
3.03 hereof. The Noteholder shall promptly notify the City in writing of any adjustments in a
2014 Note Rate. Notwithstanding any provision hereof the contrary, in no event shall the
129101037;2] 5
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 Princi al PUinents. 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 in inverse order of sinking fund
prepayments if paid in part.
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 2014 Note Rate. The 2014 Note Rate shall be subject to
adjustment by the Bank as hereinafter described and as provided in the 2014 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 is effective. 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 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 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:
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(a) an opinion of legal counsel to the City addressed to the Bank 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 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,this Agreement and the Escrow Deposit Agreement has been duly
and validly authorized by the City, and the 2014 Note, this Agreement and the Escrow Deposit
Agreement constitute a valid and binding special. obligation of the City enforceable in
accordance with their 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, this Agreement and
the Escrow Deposit 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) there
is no claim, action, suit,proceeding, inquiry, investigation, litigation or other proceeding, at law
or in equity,pending or,to the best of such counsel's knowledge,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 Escrow Deposit 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,
this Agreement and the Escrow Deposit Agreement 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) addressed to the Bank, substantially to such effect that such counsel is of the opinion that:
(i) this 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
(29101037;2) 7
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;
(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; pM3jded,however that
no transfer shall be permitted absent the City's receipt of a purchaser's certificate in form and
substance similar to the one included as part of Exhibit A hereto from such proposed transferee.
(29101037;2) 8
Every prior Holder of the 2014 Note shall be deemed to have waived and renounced all of such
owner's equities or rights therein in favor of every such one 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® 1 hereof, and that such use is permitted by applicable law.
Section 3.08. Authentication. Until the 2014 Note all 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, itshall 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
c ® 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 ote® The lien of the 2014 Note ® 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.
(29101037;2) 9
(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,
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 udder 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
(29101037;2) 10
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
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 has the right to accelerate its debt. Upon the
occurrence of an Event of Default,the 2014 Note Rate shall be adjusted to the Default Rate.
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;2} 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:
Whitney Bank d/b/a 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 parry 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 parry 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
(29101037-12) 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.
i
I
{29101037;21 13
[Signature Page for LOANAGREEMENT
dated as of Judy 30, 2014 behveen
the Ch)i of Winter Springs, FL and YYhitney Bank d1b/a Hancock Bank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
CITY OF WINTER SPRINGS,FLORIDA
By:.mm �....
ATTEST: Mayor
...........
City Clerk
Approved as to form:
City A............� �_�.._..._.......................o
ttorney
WHITNEY BANK D/B/A HANCOCK
BAND
By"- �--::..._ .... __..�.
Steven E.Cole
Title: Senior Vice President
t
t
129101037.2) 14 I
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
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 WHITNEY BANK DB/A HANCOCK BANK, a Mississippi state banking corporation,
or its assigns (the "Holder"), the Principal Sum, such principal to be payable on 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 2014
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 2014 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. The 2014 Note Rate is also subject to
adjustment as provided in Section 5.01 of the Agreement.
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. 2014-12, adopted by the City Commission(the "Commission")on July 28,2014,
and the Agreement. This 2014 Note is being issued as "Additional Parity Obligations"within the
(29101037;2) Exhibit A-1
meaning of City Resolution No. 615 adopted by the City Commission of the City on May 1,
1989 as amended except as otherwise provided in the Agreement.
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 to the Holder upon such date identified in the notice of
redemption. 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.
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,
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.
{29101037;2) Exhibit A-2
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;2) 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 he 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]
By:
Mayor
ATTEST:
By:
City Clerk
Approved as to form:
City Attorney
�.m. ...�.....�..
(29101037;2) 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
By.
City Clerk
8
(29101037;2) Exhibit A-S
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 Noteholders
By:
(29101037;2} 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;2) Exhibit A-7
PURCHASER'S CERTIFICATE
(Dated Date)
Akerman LLP ("Note Counsel")
Orlando, Florida
Brown, Garganese, Weiss, D'Agresta,P.A. ("City Attorney")
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 "Note") dated July 30, 2014, consisting of one
typewritten Note, hereby makes the following representations, which representations may be
relied upon by the addressees:
A We are aware:
(i) that investment in the Note involves various risks;
(ii) that the Note is not a general obligation of the City of Winter Springs (the
"City"); and
(iii) that the principal or premium, if any, and interest on the Note is payable
solely from the sources specified in the Loan Agreement dated the date hereof
between us and the City(the "Agreement").
B We understand that no official statement, offering memorandum or other form of
offering document has been prepared or is being used in connection with the
offering or sale of the Note (collectively, "Disclosure Documents"), but we have
been afforded access to all information we have requested in making our decision
to purchase the Note. We have not requested any Disclosure Documents in
connection with the sale of the Note. We do not require any further information
or data incident to our purchase of the Note.
C In purchasing the Note, we have relied solely upon our own investigation,
examination, and evaluation of the City,the Pledged Revenues and other relevant
matters.
D We have knowledge and experience in financial and business matters related to
the purchase of obligations similar to the Note and are capable of evaluating the
merits and risks of our investment in the Note and have determined that we can
bear the economic risk of our investment in the Note.
(29101037;21 A-1
E We acknowledge that the Note is not being registered under the Securities Act of
1933 (the "1933 Act'), as amended or Chapter 517, Florida Statutes, and that the
Resolution is not being qualified under the Trust Indenture Act of 1939, as
amended, and that the City shall have no obligation to effect any such registration
or qualification.
F We are not acting as a bondhouse, broker or other intermediary, and are
purchasing the Note with our own capital as an investment for our own account
and not with a present view to a resale or other distribution to the public.
Although we retain the right to transfer the Note in the future, subject to the
limitations set forth therein, we understand that the Note may not be readily
tradable.
G We acknowledge that we are an "accredited investor" within the meaning of
United States Securities Act of 1933, as amended and Regulation D thereunder.
H We acknowledge that Note Counsel and the City Attorney have not represented us
on this transaction and that we are relying on them solely for the matters stated in
their respective legal opinions of even date.
I We have received all documents requested by.us incident to our purchase of the
Note.
J We have not asked that the Note bear a CUSIP and we do not intend to seek a
CUSIP for the Note.
Capitalize terms not defined here have the meaning ascribed to them in the Agreement.
By:
Title:
(29101037:2) A-2
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/B/A 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
(collectively the "Prior Resolution"); and
WHEREAS, the City has determined to issue,pursuant to its Resolution No. 2014-12
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 thereof regarding defeasance, are incorporated
herein by reference. The Escrow Agent also acknowledges receipt of the certificate of Public
{29099934;3} 1
Financial Management, Inc. dated July 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
(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
or notices required by the Prior Resolution in connection with the redemption of the Refunded
(29099934;3) 2
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 Proceeds.
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 forinal 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
Proceeds 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
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
(29099934-,3) 3
liable for the accuracy of the calculations as to the sufficiency of the deposit to the Escrow
Fund to pay the Refimded 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 shall 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.
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
{29099934;3} 4
default. Such inderni-dfication shall survive the termination of this Agreement and/or the
sooner resignation or removal of the Escrow Agent and shall inure tote 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 betaken 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 attomeys
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
forego® provisions of this Section 14 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.
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
(29099934;3) 5
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 fall. 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 towhich 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 out
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 12 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 o'r 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 fro m the remaining covenants and agreements herein contained
and shall in no way affect the validity of the remaining provisions of this Agreement.
18. This Agreement may be executed in several counterparts, all or any of which
shall be regarded for all purposes as one original and sha constitute and be but one and the
same instrument.
129099934;3) 6
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]
{29099934;3) 7
City of Winter Springs Whitney Bank d/b/a Hancock Bank
1126 East State Road 434 133 Terra Mango Loop
Winter Springs,Florida 32708-2799 Orlando,Florida 32835
Attention: Finance and Attention: Corporate Trust Services
Administrative Services Director
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)
By..... �,, 'r"
ATTEST: Mayor
City Clerk
Appro as to Form:
City Attorney
{29099934;3} 8
i
(Signature page of Escrow Deposit Agreement dated July 30, 2014
re: City of Winter Springs, Florida)
WHITNEY BANK D/B/A HANCOCK BANK
Trust O�'acer
I
{29099934;3} 9
SCHEDULE A
Refunded Bonds
Payment Maturing
Date_ PrinciOl Interest Total
August 29,2014 $4,005,000 $56,608.98 $4,061,608.98
{29099934;3} A-1