HomeMy WebLinkAboutResolution 897 Revenue Bonds/TLBD
RESOLUTION NO. 897
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AWARDING THE SALE OF $2,250,000 CITY OF WINTER
SPRINGS, FLORIDA SPECIAL ASSESSMENT REVENUE BOND
ANTICIPATION NOTES, SERIES 1999 (ruSCA WILLA LIGHTING
AND BEAUTIFICATION DISTRICT) TO BANK OF AMERICA,
N.A., D/B/A NATIONSBANK, N.A.; APPOINTING A REGISTRAR
AND PAYING AGENT; APPROVING GARDNYR MICHAEL
CAPITAL, INC., AS PLACEMENT AGENT; AUTHORIZING THE
EXECUTION AND DELIVERY OF ALL DOCUMENTS REQUIRED
AS A PREREQUISITE OR PRECONDITION TO ISSUANCE OF THE
NOTES; DESIGNATING THE NOTES AS BANK QUALIFIED; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida (the "Issuer") has,
pursuant to its Resolution No. 896 adopted on September 27, 1999 (the "Resolution") authorized the
issuance of its not exceeding $2,300,000 Special Assessment Revenue Bond Anticipation Notes, Series
1999 (Tuscawilla Lighting and Beautification District) (the "Notes") to acquire and construct the Project
(as defined in the Resolution); and
WHEREAS, the Issuer now desires to approve the sale of its Notes in furtherance thereof to
appoint a Registrar and Paying Agent and to make certain other determinations concerning the Notes.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF WINTER SPRINGS, FLORIDA,
AS FOLLOWS:
Section 1. The sale of $2,250,000 City of Winter Springs, Florida Special Assessment
Revenue Bond Anticipation Notes, Series 1999 (Tuscawilla Lighting and Beautification District), to Bank
of America, N.A., d/b/a NationsBank, N.A. (the "Purchaser") upon the terms and conditions set forth in
the Purchaser's letter dated September 2, 1999 and any other documents attached hereto and incorporated
by reference is hereby approved. The City Commission hereby finds that a negotiated sale of the Notes to
the Purchaser is in the best interests of the Issuer because of prevailing market conditions, and because the
nature of the security for the Notes and the sources of payment of debt service on the Notes.
Section 2. The Notes shall be dated their date of delivery to the Purchaser, shall bear
interest at the rate, and be subject to certain other terms as set forth in the form of the Note attached hereto
and as otherwise approved by the officers of the Issuer executing the Notes such approval to be
conclusively evidenced by such officers execution of the Notes.
Section 3. The Notes shall be issued under and secured by the Resolution and shall be
executed and delivered by the Mayor, Vice Mayor and attested by the City Clerk or Assistant City Clerk
and such execution and delivery shall be conclusive evidence ofthe approval thereof by such officers.
Section 4.
the Notes.
The City Clerk is hereby appointed to serve as Registrar and Paying Agent for
Section 5. Gardnyr Michael Capital, Inc. has assisted the City in the placement of the Note
and their services on behalf of the City as placement agent are hereby approved.
ORL#512380.04
Commercial Banking
FLA 800-07 07
390 North Orange Avenue, Suite 700
Orlando, FL 32801-1640
September 2,1999
Mr. Michael C. Stewart
Gardnyr Michael Capital, Inc..
2281 Lee Road. Suite 104
Winter Park, Florida 82789
Dear Mr. Stewart:
As we have previously discussed. NationsBank, N.A.. ("NationsBank") is interested in
extending credit to rfbe City of Winter Sprines. Enclosed is a Terms Sheet outlining the
provisions of a loan, which NationsBank will consider to make to the City.
This letter and the attached term sheet do not constitute a commitment on the part of
NationsBank to make the proposed loan and are intended as an outline only and do not
purport to summarize all of the terms. conditions, covenants. representations, WaITanties
and other provisions which would be contained in definitive legal document.ation for the
proposed transaction. This proposal is subject to the negotiation, 1:0 the satisfaction of
NationsRank lmd its counsel, of all of the issues outlined in the term sheet as well as
internal credit approval and completion of due diligence by NationsBank.
If any issues arise regarding the items outlined in the terms, the resolutions we negotiate
may be subject to further NationsBank approval.
If you find the proposed terms and conditions generally acceptable, please indicate your
interest in pursuing this transaction by contacting me at 407-420.28~4_ When I receive
such an indication from you, I will submit the approval documents to complete the
underwriting and due diligence.
Sincerely,
Mark W. Irby
Commercial Banking Officer
TERMS AND CONDITIONS
BORROWER:
The City of Winter Springs (Tuscawilla Lighting It
Beautification District)
LOAN AMOUNT;
Approximately $2,400,000
LOAN :
Options:
1) 3 year Revolving Line I Bond Anticipation Note
2) 3 year Fixed Rate
3) S year Fixed Rate
TERM:S:
Options
1) Interest paid on a semi-annual basis, with all Principal and Accrued Interest
pai~ at maturity (3 years from closing date).
2) Interest paid on a semi-annual basis. with. discretionary Principal reductions
allowable, and all Principallnd Accroed Interest paid at maturity (3 years from
closing date).
3) Interest paid on a semi-annual basis, with discretionary Principal reductions
allowable, and all Principal and Accrued Interest paid at maturity (5 years from
closing date).
INTEREST RATE:
Options:
1) Three (3) year Floating Rate
Floating rate based on 47.00% of NatioDsBank's Prime Rate, varying
from time to time on day of each change in NationsBank's Prime
Rate_ Based on the current inde~ rate of 8.25%, this would equate to
a tax-exempt rate of %.
2) Three (3) year Fixed Rate*:
rev ., 196
The interest rate will be fixed. at 67.92% of the yield on the October
2. 2002 U. S. Treasury Bond (5.86% yield) as quoted in the wall
Street Journal at that time (On September 3, 1999 this rate would
equate to 3.98%).
3) Five (5) year Fixed Rate*
The intexest rate will be fixed at 69.22% of the yield on the November
4,2004 U. S. Treasury Bond (6.14% yield) as quoted in the Wall
Street Journal at that time (On September 3, 1999 this rate would
equate to 4.25%).
*Note: These rate options are dependent on the loan being a
qualified tax-exempt obligation under Section 265 (b)
(3) of me Internal Revenue Code of 1986 and all
necessary documentation to that effect.
If tax exempt status of the Borrower or loan is
revoked the loan will become immediately due and
payable unless the Bank exercises its option to hold
the commitment at the taxable rate. The interest rate
sball be adjusted for any negative tax consequences
in the manner set forth in the Bank's "standard gross"
up provision.
COLLATERAL:
The subject loan to be secured by a 1st priority lien oj-
the portion of non-ad valorem assessment revenues
placed on the tax. roll and dedicated to capital.
PREPAYMENT:
No prepayment penalties shall be imposed provided
that prepayment on the note is made from special
assessments, other operating revenue sources and/or
bond proceeds.
If prepayment occurs from another institution. a
prepayment penalty of 1 % of the total amount
outstanding on the note shall be assessed-
USE OF PROCEEDS:
To construct improvement to entranceways, medians
and street signage within the Tuseawilla Lighting &
Beautification District.
REPRESENTA lIONS AND WARRANTIES;
Customary. Including confirmation of legal status and tax.ftee status and aUthority;
execution. delivery and performance of loan d~cument9 do not violate law or existing
agreements, no litigation except as disclosed to Bank; ownership of property; payment of )
taxes; no material adverse change in financial condition or operations since s.Gptem~ t/
30.1998; principal place of busmess; compliance with environmental laws and
continuation of representations and warranties.
FINANCIAL COVENANt'S:
The loan documentation will contain the foUowing financial covenants:
I. In the event that any excess funds are collected from the special assessment
Borrower agrees to apply these amounts to the loan,
AFFIRMATIVE COY):NANTS:
Customary, including delivery of financial statements, reports and other information
requested by Bank; maintenance of insurance; continuation of business and maintenance
of existence; compliance with laws; payment of taxes; maintenance of property and
notice of environmental claims.
REPORTING REQUIREMENTS.:
1. Annually, within two hundred ten (210)' days following the end of tbe
Borrower's fiscal year, financial statements including a balance sheet and
income statement prepared on a an audited basis by an independent certified
public: accountant, including statements of financial condition, cash flows and
changes in equity.
2. Annually, by November 15th of each year, a copy of the Annual budget for the
upc:oming year for the City of Winter Springs.
DOCUMENTS:
The obligation of the Borrower hereunder shall be evidenced by a Promissory Note Loan
Agreement and such other documents and assurances as the Bank may request from
Borrower and its officers in order to make the Loan in a form satisfactory to the Bank and
its counsel.
Subject to the completion of a Y2K credit risk. assessment acceptable to the Bank.
CONDITIONS FOR CLOSING:
rev 7196
1. Borrower shall submit to NationsBank an opinion of Borrower's counsel as to legal
entity, authority to execute documents and tax-free status of interest and that the
in.debtedness constitutes a qualified tax exempt obligation witbin the meaning of
Section 265 (b) (3) orthe Internal Revenue Code of 1986.
2. All documems pertaining to the closing shall be prepared by the City of Winter
Spring"s counsel and reviewed and approved by NationsBank's counsel. Foley &.
Lardner. The fees to review the documents. shall not exceed $1,750 end shall be
incurred by the Borrower.
BANK CONTACTS:
Marlsa Carnevale-Henderson
Vice President I Client Manager
Phone: 407-420-2799
Fax: 401-420-2886
Address for both:
NationsBank.
390 N. Orange Avenue
Orlando, FL 32801
Mark w. Irby
Credit Products Officer
I
Phone:407-42D-2864
Fax! 407-420-2886
EXPIRATION DATE:
These terms shall expire on September 30, 1999 if not agreed upon by BOITower at
that time.
rev 7/98
No. R-1
$2,250,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
SPECIAL ASSESSMENT REVENUE BOND ANTICIPATION NOTE, SERIES 1999
(TUSCA WILLA LIGHTING AND BEAUTIFICATION DISTRICT)
MATURITY DATE:
September 30, 2004
INTEREST RATE:
DATED DATE:
October 1, 1999
Registered Owner:
Bank of America, N.A. d/b/a NationsBank, N.A.
Principal Amount:
TWO MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity Date
identified above, upon the presentation and surrender hereof at the office of the City Clerk of the
Issuer, solely from the revenues hereinafter mentioned, the Principal Amount identified above in any
coin or currency of the United States of America which on the date of payment thereof is legal tender
for the payment of public and private debts, and to pay, solely from said sources, to the Registered
Owner hereof by check or draft or wire transfer transmitted to the Registered Owner at his address as
it appears on the registration books of the Issuer as it appears on the 15th day of the calendar month
preceding the applicable interest payment date, interest on said Principal Amount at the Interest Rate
per annum (computed on the basis of a 360-day year of twelve 30-day months) identified above
(subject to adjustment as hereinafter provided) on each April 1 and October 1 commencing April 1,
2000 from the interest payment date next preceding the date of registration and authentication of this
Note, unless this Note is registered and authenticated as of an interest payment date, in which case it
shall bear interest from said interest payment date, or unless this Note is registered and authenticated
prior to April 1, 2000, in which event this Note shall bear interest from October 1, 1999.
In the event of a Determination of Taxability (as hereinafter defined), the interest rate on this
Note shall be changed to the Taxable Rate (as hereinafter defined) effective retroactively to the date
on which such Determination of Taxability was made. Immediately upon a Determination of
Taxability, the Issuer agrees to pay to the holder of this Note the Additional Amount (as defined
herein). "Additional Amount" means (i) the difference between (A) interest on this Note for the
period commencing on the date on which the interest on this Note (or portion thereof) loses its tax-
exempt status and ending on the earlier of the date such Note ceased to be Outstanding or such
adjustment is no longer applicable to such Note (the "Taxable Period") at a rate per annum equal to
the Taxable Rate as adjusted from time to time on the same dates and in the same manner as the
interest on this Note was or would be otherwise paid, and (B) the aggregate amount of interest
payable on this Note for the Taxable Period without considering the Determination of Taxability,
plus (ii) any penalties and interest paid or payable by such Noteholder to the Internal Revenue
Service be reason of such Determination of Taxability.
"Determination of Taxability" shall mean the circumstance of interest paid or payable on this
Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a
consequence of any act, omission or event whatsoever and regardless of whether the same was within
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or beyond the control of the Issuer. A Determination of Taxability will be deemed to have occurred
upon (a) the receipt by the Issuer or a Noteholder of an original or a copy of an Internal Revenue
Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any
interest payable on this Note is includable in the gross income of such Noteholder; (b) the issuance of
any public or private ruling of the Internal Revenue Service that any interest payable on this Note is
includable in the gross income of the Noteholder; or (c) receipt by the Issuer or a Noteholder of an
opinion of Bond Counsel acceptable to the Issuer and the Noteholder that any interest on this Note
has become includable in the gross income of such Noteholder for federal income tax purposes. For
all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as
of which the interest on this Note is deemed includable in the gross income of the Noteholder. A
Determination of Taxability shall not occur solely from the fact that such interest is taken into
account in determining adjusted current earnings for the purpose of the alternative minimum income
tax imposed on corporations.
"Taxable Rate" means the interest rate on this Note multiplied by 1.5.
(a) The interest rate on this Note shall also be subject to adjustment as described below.
The holder of this Note shall promptly notify the Issuer in writing of any such adjustments. Such
adjustments shall become effective as of the effective date of the event causing such adjustment.
Such adjustments may be retroactive. The Noteholder shall certify to the Issuer in writing the
additional amount, if any, due to the Noteholder as a result of such an adjustment.
(b) The interest rate on this Note shall be adjusted as follows:
(i) Alternative Minimum Tax Where Interest on this Note is a Direct Tax
Preference Item. If the Noteholder or its holding company pays an alternative minimum tax
in any tax year and the interest on this Note is a direct tax preference item under Section
57(a)(5) or any successor provision of the Code then the interest rate on this Note for the
period during such tax year in which interest is accruing on this Note shall be increased
during such accrual period by an amount equal to (A - B) x C where:
(A) A equals the interest rate on this Note expressed as a percentage;
(B) B equals the Noteholders's Adjusted Cost of Funds; and
(C) C equals the maximum marginal rate of the alternative minimum tax
expressed as a decimal (currently .20).
Noteholder's Adjusted Cost of Funds shall mean the fraction (expressed as a percentage),
determined by the Noteholder, the numerator of which is the total interest expense of the Noteholder
for each calendar year and the denominator of which is the total average adjusted bases of all assets
of the Noteholder during the calendar year as determined under Section 265(b )(2)(B) of the Code or
any successor provision thereto.
(ii) Alternative Minimum Tax Where Interest on this Note is an Indirect Tax
Preference Item. If the Noteholder or its holding company pays an alternative minimum tax
in any year and the interest on this Note is not a direct tax preference item under Section
57(a)(5) or any successor provision of the Code, but is an indirect tax preference item
because of the application of Section 56(g) or any successor provision of the Code then the
interest rate on this Note for the period during such tax year in which interest is accruing on
this Note shall be increased during such accrual period by an amount equal to (A - B) x C
where:
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(A) A equals the interest rate on this Note expressed as a percentage;
(B) B equals the Noteholder's Adjusted Cost of Funds; and
(C) C equals 75% of the maximum marginal rate of the alternative
minimum tax expressed as a decimal, or, if the Code is amended to
effectively increase or decrease the percentage of interest on this Note
which is subject to such indirect alternative minimum tax, then C
shall equal the percentage of such interest which is effectively subject
to such indirect alternative minimum tax.
(iii) Loss of Federal Income Tax Deduction for State Income Taxes. If the federal
income tax deduction for state income taxes paid on the interest payments received under this
Note during any period is reduced because of any change in the tax laws or regulations and
the Noteholder is then subject to payment of state income tax on the interest on this Note then
the interest rate on this Note shall be increased during such period by an amount equal to A x
B x C x D where:
(A) A equals the fraction (expressed as a decimal) of the total state
income tax disallowed as a result of such tax law change;
(B) B equals the rate of the applicable state income tax (expressed as a
decimal);
(C) C equals the maximum federal corporate tax rate then in effect for the
Noteholder (expressed as a decimal); and
(D) D equals the interest rate on this Note (expressed as a percentage).
(iv) Partial Taxability. If the interest payments received under this Note during
any period become partially taxable to the extent not otherwise taxable on the date of
issuance thereof because of any change in the tax laws or regulations, then the interest rate on
this Note shall be increased during such period by an amount equal to (A - B) x C where:
(A) A equals the Taxable Rate (expressed as a percentage);
(B) B equals the interest rate on this Note (expressed as a percentage);
(C) C equals the fraction of the interest rate on this Note which has
become taxable as the result of such tax change (expressed as a
decimal).
(v) Other Changes in Tax Laws. If the tax laws or regulations are amended to
cause the interest on this Note to become taxable to the extent not otherwise taxable on the
date of issuance thereof, to be subject to a minimum tax or an alternative minimum tax or to
otherwise decrease the yield on this Note to the Noteholder (directly or indirectly, other than
a change described in (i) through (iv) above or because of a Determination of Taxability),
then the interest rate on this Note shall be adjusted to cause the yield on this Note to equal
what the yield on this Note would have been in the absence of such change or amendment in
the tax laws or regulations. If the tax laws or regulations are amended to increase the yield
on this Note to the Noteholder, then the Noteholder shall adjust the interest rate on this Note
to cause the yield on this Note to equal what the yield on this Note would have been in the
absence of such change or amendment in the tax laws or regulations.
3
(c) The above adjustments shall be cumulative, but in no event shall the interest rate on
this Note exceed the maximum rate permitted by law. Interest on this Note and all other tax rates and
interest rates are expressed as annual rates. However, proper partial adjustment shall be made if the
tax law change is effective after the first day of the Noteholder's tax year or if interest on this Note
does not accrue for the entire tax year of the Noteholder. Adjustments which create a circular
calculation because the interest rate on this Note is affected by the calculation shall be carried out
sequentially, increasing the interest rate on this Note accordingly in each successive rate on this Note,
until the change on the interest rate on this Note caused by the next successive calculation of the
adjustment is de minimis. If more than one of paragraphs numbered (i) through (v) above applies,
then the interest rate on this Note shall be adjusted in the order in which listed above.
Notwithstanding the other provisions set forth herein, to the extent any law or regulation
enacted subsequent to the repayment of this Note retroactively reduces the Noteholder's yield on this
Note, the provisions regarding adjustments to interest rates shall survive the repayment on this Note
for a period not to exceed two (2) years after such repayment.
(d) To the extent an adjustment to the interest rate on this Note is not effected within
three (3) months of the event giving rise to the adjustment, the additional interest due as a result of
such adjustment shall be paid with interest thereon compounded monthly at the rate which is equal to
the interest rate on this Note; provided, however, in no event shall such interest rate exceed the
maximum rate permitted by law. Subject to the provisions of (a) hereof, all unpaid amounts
determined to be owing as a result of such calculation shall be due and payable within ten (10) days
after delivery of written notice of the amount of such adjustment, and shall be paid to the Noteholder
of record during the period to which the adjustment relates. This obligation shall survive the
payment and cancellation of this Note.
(e) The Issuer hereby covenants to pay any additional payments due to the Noteholder
pursuant to the provisions hereof from legally available funds of the Issuer derived from any source
whatever which are legally available to make the payments required herein. Such covenant and
agreement on the part of the Issuer to make such payments shall be cumulative to the extent not paid
and shall continue until legally available funds in amounts sufficient to make all required payments
hereunder shall have been actually paid.
(f) In the event the maturity of this Note is accelerated or prepaid in accordance with the
provisions of the Resolution, then such amounts that constitute payments of interest, together with
any costs or considerations which constitute interest under the laws of the State of Florida, may never
exceed an amount which would result in payment of interest at a rate in excess of (i) the applicable
maximum rate of interest allowed by Sections 215.84 and 159.825(4), Florida Statutes, as amended,
or (ii) the nonusurious interest allowed by the laws of the State of Florida or the United States of
America to the extent applicable, as presently in effect and to the extent such increase is allowable by
such laws; and excess interest, if any, shall be cancelled automatically as of the date of such
acceleration, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but
such crediting shall not cure or waive any default under the Resolution, as hereinafter defined.
The Issuer acknowledges and agrees that its timely and complete compliance with all of the
terms and conditions contained in this Note is material consideration for the loan made hereunder.
The Issuer's failure to timely and completely comply with each and every term and condition
contained in this Note is, at the Noteholder's option, an event of default under this Note. In addition
to all other rights and remedies tNoteholder has, the Noteholder may, in its sole discretion, elect to
waive such default or to forbear to exercise its rights and remedies for such default and may charge
the Issuer a fee for agreeing to do so.
4
This Note is one of an authorized issue of Notes in the aggregate principal amount of
$2,250,000 of like date, tenor and effect, issued to acquire, construct and erect certain capital
improvements within the Tuscawilla Lighting and Beautification District located within the
jurisdiction of the Issuer, all in full compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, Section 215.431, Florida
Statutes, the Charter of the Issuer, and Resolution No. 895 duly adopted by the Issuer on September
27, 1999 (the "Bond Resolution") and Resolution No. 896 duly adopted by the Issuer on September
27, 1999, as supplemented (hereinafter collectively called the "Resolution") and is subject to all the
terms and conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
Pursuant to the Bond Resolution the Issuer has authorized the issuance of not exceeding
$2,500,000 of its Special Assessment Revenue Bonds, Series 1999 (Tuscawilla Lighting and
Beautification District) (the "Bonds"). The Notes are being issued in anticipation of the receipt by
the Issuer of the proceeds from the sale of the Bonds.
This Note is payable solely from and secured by a lien upon and pledge of the Pledged
Revenues (as defined in the Resolution) including the proceeds derived from the sale of the Bonds or
such other bonds as the Issuer has covenanted to in good faith endeavor to issue, if the terms,
limitations and conditions for the issuance of the Bonds provided for in the Bond Resolution cannot
be met immediately preceding the date of proposed issuance of the Bonds.
The Noteholder, in its sole discretion in the event of a Determination of Taxability or upon
the happening of an event which the Noteholder reasonably believes adversely affects its lien on the
Pledged Revenues, shall have the option to tender this Note in its entirety to the Issuer and the Issuer
shall have the obligation to purchase this Note upon such tender at the price of par plus accrued
interest to the purchase date. To exercise this option, the Noteholder shall give written notice to the
City Manager at least sixty (60) days in advance ofthe date of such tender.
This Note is subject to redemption in whole or in part on October 1 of each year from
amounts on deposit in the Redemption Account at the redemption price of par plus the unpaid
interest accrued in the amount of principal so prepaid to the date of such prepayment
The Issuer may prepay and redeem this Note as a whole or in part, at any time or from time
to time, without penalty or premium (unless such redemption is effected with proceeds of a
borrowing from a financial institution in which event such prepayment shall be with a premium of
one percent (1 %) of the principal amount redeemed), by paying to the Noteholder all or part of the
principal amount of this Note, together with the unpaid interest accrued on the amount of principal so
prepaid to the date of such prepayment.
This Note does not constitute a general indebtedness of the Issuer within the meaning of any
constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Owner of
this Note that such Noteowner shall never have the right to require or compel the exercise of the ad
valorem taxing power of the Issuer or taxation of any real or personal property therein for the
payment of the principal of and interest on this Note or the making of any other payments provided
for in the Resolution.
It is further agreed between the Issuer and the Owner of this Note that this Note and the
indebtedness evidenced hereby shall not constitute a lien or on any property of or in the Issuer, but
shall constitute a lien only on the Pledged Revenues including the proceeds derived from the sale of
the Bonds or such other bonds as the Issuer has covenanted to in good faith endeavor to issue, if the
terms, limitations and conditions for the issuance of the Bonds provided for in the Bond Resolution
5
cannot be met immediately preceding the date of proposed issuance of the Bonds all in the manner
provided in the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
Note shall be liable personally hereon or be subject liability or accountability by reason of the
issuance hereof.
It is certified that this Note is authorized by and is issued in conformity with the requirements
of the Constitution and Statutes of the State of Florida.
This Note is and has all the qualities and incidents of a negotiable instrument under the laws
of the State of Florida, but may be transferred by the Noteowner hereof in person or by his attorney
or legal representative at the office of the Registrar but only in the manner and subject to the
conditions provided in the Resolution and upon surrender and cancellation of this Note.
This Note shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by the
Registrar of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Note and has
caused the same to be signed by its Mayor, and countersigned and attested to by its City Clerk (the
signatures of the Mayor, and the City Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the 1st day of October, 1999.
CITY OF WINTER SPRINGS, FLORIDA
(SEAL)
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
6
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes issued under the provisions of the within mentioned Resolution.
Date of Authentication:
CITY OF WINTER SPRlNGS, FLORIDA, Registrar,
as Authenticating Agent
By:
City Clerk
7
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee) _
the attached Note of the City of Winter Springs, Florida, and does
hereby constitute and appoint , attorney, to transfer the said Note on
the books kept for Registration thereof, with full power of substitution in the premises.
Date
NOTICE: No transfer will be registered and no
new Notes will be issued in the name of the
Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Note in every
particular, without alteration or enlargement or
any change whatever and the Social Security or
Federal Employer Identification Number of the
Transferee is supplied.
Signature Guaranteed by
(member
firm of the New York Stock Exchange or a
commercial bank or a trust company.)
By:
Title:
8
Section 6. The Mayor, the City Clerk, the City Manager, the City Attorney, the City's
Finance Director, Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., as Bond Counsel and First
Southwest Company as the City's financial advisor, are hereby authorized and directed to execute any and
all certifications or other instruments or documents as required by the Resolution, this Resolution or any
other document referred to above or below as a prerequisite or precondition to the issuance of the Notes
and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action
taken to date by the officers of the Issuer in furtherance of the issuance of the Notes is hereby approved,
confirmed and ratified.
Section 7. The Issuer designates the Notes 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
Issuer does not reasonably anticipate that the Issuer, any subordinate entities of the Issuer, and issuers of
debt that issue "on behalf' of the Issuer, will during calendar year 1999 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 8.
This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 27th day of September, 1999.
(SEAL)
CITY OF WINTER SPRINGS, FLORIDA
Mayor
Attest:
City Clerk
Approved as to form and legal sufficiency:
City Attorney
ORL#512380.04