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081287
MINUTES City Commission, Sanford, Florida August !2i 495 1987 The City Commission of the City of Sanford, Florida, met in continuation of the Regular Session in the City Hall in the City of Sanford, Florida, at 4:00 o'clock P. M. on August 12, 1987. Present: Mayor-Commissioner Bettye D. Smith Commissioner Whitey Eckstein Commissioner John Y. Mercer Commissioner A. A. McClanahan City Manager Frank A. Faison Deputy City Clerk Janet R. Donahoe Absent: Commissioner Bob Thomas City Clerk H. N. Tamm, Jr. The meeting was called to order by the Chairman and the program was turned Iver to Mr. Faison, City Manager to introduce the participants. Jim Kirkland, C.P.A., W.R. Hough & Co. and Neil Kean, M.G. Lewis & Co. ~ppeared to answer inquires. The City Manager announced that this meeting is specifically for the City to lthorize a purchase contract with the underwriters William R. Hough & Co. and other co- lerwriters to borrow the funds needed to purchase the 2200 acres. The City Manager also .ed this is a twenty-six (26) month Bond Anticipation Notes (BANs) is structured very , the interest rate is very attractive, the financial advisors are present and could ~re his advice upon review of the resolutions. The City Manager recommended approval ~cause of the attractive borrowing. The City Attorney reported on the two resolutions, the first Resolution No. and the second being Resolution 1488. The effect of Resolution No. 1487 would be to lthorize the issuance of the Bond Anticipation Notes. There are several sections in ~solution No. 1487 to the advantage of the City in the future in order to issue parity :es between now and the time the bonds are issued. There is also language which would ~nable the City to invest the funds at favorable rates. The first resolution, would be to ~uthorize the City to proceed with the Bond Anticipation Notes 1987 Series. The Chairman announced that the Commission would hear from those persons cesent to speak in favor of or in opposition to, proposed resolution. Commissioner Mercer asked if these notes are being issued now and if they 11 be paid off with the next bond issue. The City Attorney stated that is correct. Commissioner Mercer asked what is the effective date of this Bond Anticipation Notes. The City Manager stated that the sale would be on August 26, 1987 for a term of 26 months, with ~terest payments starting October 1, 1987 and each six months thereafter. The interest will be paid out of cash flow from the 5% increase in fees on Water and Sewer Revenue The coupon is at 5 1/2% and the actual cost to the City is 6.1%. On motion of Commissioner McClanahan, seconded by Commissioner Mercer and carried by the vote of the Commission as follows: Commissioner Eckstein Yea Commissioner Mercer Yea Commissioner McClanahan Yea Mayor Smith Yea Resolution No. 1487 was read and adopted. Said resolution being in words and 496 MINUTES City Commission, Sanford. Florida August 12, 496 19 87 figures as follows: RESOLUTION NO. 1487 A RESOLUTION OF THE CITY OF SANFORD, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,795,000 CITY OF SANFORD, FLORIDA WATER AND SEWER REVENUE BOND ANTICIPATION NOTES, SERIES 1987; PROVIDING FOR THE FORM OF SUCH NOTES; PROVIDING FOR THE PAYMENT THEREOF; ENTERING INTO CERTAIN COVENANTS AND AGREEMENTS WITH THE ~OWNERS THEREOF; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT ENACTED BY THE PEOPLE OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), as follows: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to Chapter 166, Part II, and Section 215.431, Florida Statutes, a resolution of the- City of Sanford adouted October 7, 1985, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. The capitalized terms contained in t'his Resolution shall have the meaning attributable to the same capitalized terms in Section 2 of the Bond Resolution hereinafter defined. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A~ On October 7, 1985, the Issuer adopted a Resolution (the "Bond Resolution" ) authorizing the issuance of not exceeding $25,O00,000 principal amount of City of Sanford, Florida, Water and Sewer Revenue Bonds (the "Bonds") of the Issuer, for the purpose of financing and refinancing the cost of acquiring, constructing and erecting additions, extentions and improvements to the water and sewer systems of the Issuer. The Issuer issued $16,975,000 Water and Sewer Revenue Bonds, Series 1986, and $8,025,00'0 of such Notes remain authorized bu~ unissued. B. It is necessary and urgent that funds be made immediately available in order to provide money for acquiring and constructing certain additions, extentions and improvements to the water and sewer systems (the "Project"). The Issuer must, therefore, anti- cipate the receipt by it of the proceeds to be derived from the sale of not to exceed $3,795,000 of the Notes (the "1987 Notes"), and the Issuer has determined it to be in the best interest of une Issuer and its residents and inhabitants that fully registered interest bearing notes of the Issuer in the amount of not to ex- ceed $3,795,000 be authorized pursuant to this Resolution and the Bond Resolution in anticipation of the receipt by the Issuer of the proceeds from the sale of the 1987 Notes. The principal of the Notes to be.issued pursuant to this Resolution will be payable solely from and secured by a lien upon and a pledge of the proceeds to be derived from the sale of the 1987 Bonds and, if sufficient proceeds have not been realized when such payments are due, by a lien on and pledge of the Pledged Revenues junior and subordinate to that of the holders of the 1986 Bonds. Such lien on the Pledged Revenues shall be on a parity in all respects with the lien thereon of the holders of any Additional Parity Notes issued pursuant to Section 19 hereof. The interest on the Notes to be issued pursuant to this Resolution shall be payable solely from and secured by a lien upon and pledge of the moneys in the Interest Account created pursuant to Section 14~of this Resolution and the proceeds to be derived from the sale of the 1987 Bonds and, if sufficient proceeds have not been realized when such payments are due, by a lien on and pledge of the Pledged Revenues junior or subordinate to that of the holders-of the 1986 Bonds, but on a parity in all respects with the lien thereon of the holders of any Additional Parity Notes issued pursuant to Section 19 hereof. The Notes are also secured by the proceeds of the Notes and the investment earnings thereon on deposit in the Construction Fund created pursuant to the Bond Resolution until such moneys shall have been applied or committed as provided in the Bond Resolution and as provided in Section 14 hereof. ' MINUTES City Commission, Sanford, Florida C. The 1987 Bonds and the interest thereon will be payable solely from and secured by the Net Revenues of the System, the Public Service Taxes, the Sewer System Development Charges Bond Service Component and the Water System Development Charges Bond Service Component, as more fully described in the Bond Resolution (the "Pledged Revenues"). The lien of the Holders of the 1987 Bonds on the Pledged Revenues will be on a parity with the lien of the Holders of the Issuer's outstanding Water and Sewer.-.Revenue Bonds, Series 1986 (the "1986 Bonds") all as described in the Bond Resolution. D.~ As provided in the Bond Resolution, the aggregate amount of Sewer System Development Charges applied and allocated to the payment of debt service on the Notes and the Series 1987 Bonds shall never exceed the Sewer System Development Charges Bond Ser- vice Component for the Notes and for the 1987 Bonds. In addition, the aggregate amount of Water System Development Charges applied and allocated to the payment of debt service on the Notes and the 1987 Bonds shall never exceed the Water System Development Charges Bond Service Component for the Notes and for the 1987 Bonds. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In considera- tion of the acceptance of the Notes authorized to be issued here- under by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Holders of any and all of the Notes, all of which shall be of equal rank and without preference, priority or distinction of any of the Notes over any other thereof, except as expressly provided therein and herein. SECTION 4. AUTHORIZATION OF BOND ANTICIPATION NOTES. Sub- ject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the 1987 Bonds, obligations of the Issuer to be known as "Water and Sewer Revenue Bond Anticipation Notes, Series 1987," herein defined as the "Notes~, are authorized to be issued in the aggregate principal amount of not to exceed $3,795,000. SECTION 5. DESCRIPTION OF THE NOTES. The Notes shall be issued in fully registered 'form in the denomination of $5,000 or any integral multiple thereof; shall be dated as of such date as the Issuer may provide Dy subsequent resolution; shall bear inter- est at a rate not exceeding the maximum legal rate, said interest to be payable as determined by a subsequent resolution of the Issuer and shall mature at a date, as determined by subsequent resolution of the Issuer. The Notes shall be payable in any coin or currency of the United States of America which on the respec- tive dates of payment thereof is legal tender for the payment of public and private debts. The interest on the Notes, shall be payable by the paying agent (the "Paying Agent") on each interest payment date to the person appearing as the registered Holder thereof on the registration books of the Issuer hereinafter pro- vided for by check mailed to such registered Holder at his address as it appears on such registration books. Payment of the princi- pal of the Notes shall De made upon the presentation and surrender of such Notes as the same shall become due and payable. The prin- cipal of the Notes shall be payable only to the registered Holder or his legal representative at the principal corporate trust office of the Registrar. SECTION 6. EXECUTION OF THE NOTES. The Notes shall be exe- cuted in the name of the Issuer by the manual or facsimile signa- ture of the Mayor of the Issuer and attested by the manual or facsimile signature of the Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Notes. In case any one or more of the officers who shall have si~ned or sealed the Notes shall cease to be such officer of the Issuer before the Notes so signed and sealed shall have been actually sold and deli- vered, the Notes may nevertheless be sold and delivered, as herein provided, and may be issued as if the person who signed or sealed the Notes had not ceased to hold such office. SECTION 7. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion cause the issuance and delivery of a new Note of like date and tenor as the Note so muti- lated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note or in lieu of and substitution for the Note destroyed, stolen or lost, and upon the Holder's furnishing to the Issuer and the Registrar proof of his ownership thereof and satis- factory indemnity and complying with such other reasonable regula- tions and conditions as the Issuer may prescribe and paying such 497 _ 19 _82 498 MINUTES City Commission, Sanford, Florida Au~st 12, 498 19 _87 _ expenses as the Issuer or its aaent may incur. Ail Notes so sur- rendered shall be canceled by the Issuer. If any such Notes shall have matured or be about to mature, instead of issuing a substi- tute Note, the Issuer may provide for payment of the same at maturity, upon being indemnified as aforesaid, and if such Note be lost, stolen or destroyed, without surren0er thereof. Any such duplicate Notes issued pursuant to this Section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Notes shall be at any time found by anyone, and such duplicate Notes shall be entitled to equal and proportionate bene- fits and rights as to lien on, and source and security for payment from the proceeds of the Bonds and the revenues pledged for the payment of the Notes to the same extent as all other Notes issued hereunder. SECTION 8. NEGOTIABILITY AND REGISTRATION. The Registrar shall keep books for the registration of and for the registration of transfers of Notes as provided herein and in the Bond Resolu- tion. The transfer of any Notes may be registered only upon such books and only upon surrender thereof to the Reaistrar together with an assignment duly executed by the Holder or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon. any such registration of transfer the Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Note a new Note or Notes registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Note or Notes so surrendered. In all cases i~ which Notes shall be exchanged, the Issuer shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, a new Note or Notes in accor0ance with the provisions of this Resolution. Ail Notes surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. The Issuer or the Registrar may-make a charge for every such exchange or registration of transfer of Notes sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or regis- tration of transfer, but no other charge shall be made to any ~oider for the privilege of exchanging or registering ~he transfer of Notes under the provisIons of this Resolution and the Bono Resolution. Neither the Issuer nor the Registrar shall be required to make any such exchange or registration of transfer of Notes during 'the fifteen (15) days immediately preceding any interest payment date. The Notes shall be and shall have all of the qualities and incidents of nego%iable instruments under the laws of the State of Florida, and each successive owner, in accepting any of such Notes, shall be conclusively deemed to have a~reed that such Notes shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 9. AUTHENTICATION OF NOTES. Only such of the Notes as shall have endorsed thereon a certificate of authentication substantially in.. the form hereinbelow set forth, duly executed by the Registrar as authenticating agent, shall be entitled to any benefit or security under this Resolution. No Note shall be valid or obligatory for any purpose unless and until such certifi- cate of authentication shall have been duly adopted by the Registrar, and such certificate of the Registrar upon any such Note shall be conclusive evidence that such Note has been duly authenticated and delivered under this Resolution. The Regis- trar's certificate of authentication on any Note shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Notes that may be Issued' hereunder at any one time. SECTION 10. EXCHANGE OF NOTES. Any Note, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignmem~t duly executed bY the Holder or his attorney or legal representative in such form as shall be sat~s- factory to the Registrar, may, at the option of the Holder, be exchanged for an aggregate principal amount of Notes equal to the principal amount of the Notes so surrendered. The Registrar shall make provision for the exchange of Notes at the principal office of the Registrar. MINUTES 499 City Commission, Sanford, Florida August 12, 19 87 SECTION 11. OWNERSHIP OF NOTES. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of any such Note, and the interest on any such Note, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note and interest thereon to the extent of the sum or sums so paid. ~ SECTION llA. BOOK ENTRY SYSTEM. The Notes shall be initially issued in the form of a separate single certificated fully registered Note for each of the maturities of the Notes. Upon initial issuance, the ownership of each such Note shall be registered in the registration books kepf by the Registrar in the .name of Cede, as nominee of DTC. Except as provided in this Sec- tion, all of the outstanding Notes shall be registered in the registration boOks kept by the Registrar in the name of Cede, as nominee of DTC. With respect to Notes registered in the registration books kept by th® Registrar in the name of Cede, as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any such Participant or to any indirect participant. Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with res- pect to any ownership interest in the Notes, (ii) the delivery to any Participant or any other person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Notes, including any notice of redemp- tion, or (iii) the payment to any Participant or any other person, other than a holder of the Notes, as shown in the registration books kept by the Registrar, of any amount with ~respect principal of, premium, if any, or interest on the Notes. The Issuer, the Registrar and the Paying Agent may treat and consider .the person in whose name each Note is registered in the registration books kept by the Registrar as the holder and ....... absolute owner of such Note for the purpose of payment of principal, premium and interest with respect to such Note, for'the- purpose of giving notices of redemption and other matters with respect to such Notes, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever. ~ne Paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as pro- vided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, ~nd interestS--on the Notes to the extent of the sum or sums so paid. No person othe~ than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Note evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to Record Dates, %he word "Cede" in this Resolution shall refer to such new nominee of DTC; and upon receipt of such a notice the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon receipt by the Issuer of written notice from DTC (i) to the effect that DTC has received written notice from the Issuer to the effect that a continuation of the requirement that all of the outstanding Notes be registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the beneficial owners of the Notes or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Notes shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, but may be registered in whatever name or names Holders transferring or exchanging Notes shall designate, in accordance with the provision of hereof. 500 MINUTES City Commission, Sanford, Florida August 12, 500 __ 1987 As used in this Section (i) "DTC" shall mean The Depository Trust Company, New York, New York, and its successors and assigns, (ii) "Cede" shall mean Cede & Co., the nominees of DTC, and any successor or nominee of DTC with respect to the Notes, and (iii) "Participants" mean those broker-dealers, banks and other financial institutions from time to time for which DTC holds Notes as securities depositary. SECTION 12. FORM OF NOTES. The Notes shall be in substan- tially the following form, with only such omissions, insertions and variations as may be necessary and desirable and permitted by the Resolution or by any subsequent ordinance or resolution adopt- ed prior to the issuance thereof:. ~o. R-- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF SANFORD WATER AND SEWER REVENUE BOND ANTICIPATION NOTE, SERIES 1987 KNOW ALL MEN BY THESE PRESENTS that the City of Sanford, Florida (hereinafter called "City"), for value received, hereby promises to pay to the order of ........ , or registered assignS', as herein provided, on the first day of , upon the presentation and surrender hereof at the principal corporate trust office of ........... , in the City of , Florida (the "Paying Agent"), from the special funds hereinafter mentioned, the principal sum of ........................... DOLLARS in any coin or currency of United S=ates of America which on the date of payment thereof is legal tender for the payment of public and priva%e debts, and to pay, solely from said sources, to the registered owner hereof by check mailed to the registered owner at his address as it appears on the Note registration books of the City, interest on said principal sum on each ..... 1 and 1 commencing 1, 1987, from the interest payment date next 'preceding the Oate of registration and authentication of this Note, unless this' Note is registered and authenticated as of an interest payment date, in which case i't shall bear interest from said interest paymenz date, or unless this Note ~is registered and authenticated prior to ~, t987, in which event this Note shall bear interest ~ 1987. The Notes of this issue shall not be subject to redemption prior to their maturity. This Note is one of an authorized issue of Notes in the ag- gregate principal amount of $ of like date, =enor and ezfec~, except as to number issued to finance the acquisition and construction of additions, extensions and improvements to the water and sewer system (the "Project") and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166 and Section 215.431, Florida Statutes, and Resolution No. 1423 duly enacted by the City on October 7, %985 (the "Bond Resolution") and a resolution duly adopted on ' -'~ ~987 (the "Note Resolution"), in anticipation of the receipt by the City of the proceeds from the sale of not exceeding $ Water and Sewer Revenue Bonds, Series 1987 (the "1987 Bonds"). The 1987 Bonds are part of an authorized issue of $25,000,000 City of Sanford, Florida Water and Sewer Revenue Bonds authorized pursuant to the Bond Resolution of which $16,975,000 of such Bonds have been issued as of the date hereof. The principal of this Note is payable solely from and secured by a prior lien upon and pledce of the proceeds derived from the sale of the 1987 Bonds and, if sufficient proceeds have not been realized when such payments are due, by a lien on and pledge of the Pledged Revenues, junior and subordinate to that of the holders of the City's outstanding Water and Sewer Revenue Bonds, Series ~986, in the manner provided in the Bond Resolution. The interest on this Note shall be payable solely from and secured by a prior lien upon and pledge of the moneys in the Interest Account as defined in the Note Resolution and by the first proceeds derived from the sale of the 1987 Bonds and, if suffIcient pro- ceeds have not been realized when such payments are due, by a lien on and pledge of the Pledged Revenues, junior and subordinate, to that of the holders of the City's outstanding Water and Sewer Revenue Bonds, Series 1986, in the manner provided in the Bond Resolution. This Note is also secured by the moneys in the Con- struction Fund created pursuant to the Bond Resolution until such moneys shall have been applied or committed as provided in the Bond Resolution. MINUTES City Commission, Sanford, Florida August 12, 501 198 7 Pursuant to the Note Resolution the Issuer has reserve~ the right to issue notes or other obligations with a lien on such Pledged Revenues on a parity with the lien of the holders hereof. In addition, upon compliance with certain conditions more fully set forth in the Note Resolution and the Bond Resolution, the Issuer may issue the remaining authorized but unissued Bonds, which upon the issuance thereof shall have a prior and superior lien upon such Pleaged Revenues. This Note does not constitute a general'indebtedness, of the City within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the. ~older of this Note-that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City 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 reserve or other payments provided for in the Resolution. It is further a~reed between the City and the Holder of this Note that this Note and the indebtedness evidenced' hereby shall wot constitute a lien upon any property of or in the City, but shall constitute a lien only on the proceeds to be derived from the sale of the Bonds and the Pledged Revenues, and the moneys in the Construction Fund, all in the manner provided in the Bond Resolution and the Note Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed prece- dent to and in the-issuance of this Note exist, have happened and have been performed in regular and due form and time, as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Notes of this issue does not violate any constitutional, statutory, or charter limitation or provision. This Note has all the qualities and incidents of a negotiable instrument under Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes. ..... The transfer of this Note is'registrable by the Holder hereof in person or by his attorney or legal representative at the prin- cipal corporate trust office of the Registrar but only in the manner and subject to the conditions provided in the Note Resolu- tion 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 Note 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 Sanford, Florida, has zssued this Note and has caused the same to be signed by its Mayor and countersigned and attested to by the City Clerk (the signatures of the Mayor and the Clerk being authorized to be facsimiles of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the 1st day of August, 1987. (SEAL) CITY OF SANFORD, FLORIDA (manual or facsimile) Mayor ATTESTED: (manual or facsimile) City Clerk 502 MINUTES City Commission, Sanford. Florida August 12, 502 1~7 CERTIFICATE OF AUTHENTICATION This Note is one of the Notes issued under the provisions of the within-mentioned Note Resolution. Date of Authentication: Registrar, as Authenticating Agent By (manual signature) Authorized Officer ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert .... Social Security or otner identifying number of transferee) ..... the attached Note of the City of Sanford, Fiorida, and does hereby constitute and appoint ' ' -' ................... , attorney, to transfer the said Note on %~e Dooks Kept f.o~ registration thereof, with full power of substitution in the premises. Date Signature Guaranteed by ~memDer Zirm of the New York Stock Exchange or a commercial bank or a trust company.] By: (manual sicnature) Title: ...... NOTICE: No transfer will De registered and no new Notes will be issued in the name of the Transferee, unless the sicnature to this assignment corresponds with the name as i~ appears upon the face of the within Note in every particu- lar, without alteration or en- largement or any change what- ever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [BOND COUNSEL OPINION] [END OF NOTE FORM] SECTION 13. SPECIAL OBLIGATIONS OF ISSUER. The Notes shall not be or constitute oeneral obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of Florida, but sh~ll be payable solely from and secured by a lien of the proceeds of the 1987 BonGs and if sufficient proceeds have not been realized when such payments are due, by a lien on and pledge of the Pledged Revenues, junior and subordinate to that of the holders of the Bonds, including but not necessarily limited to the ~987 Bonds, but on a parity with any Additional Parity Notes issued pursuant to Section 19 hereof. The Notes are also secured by the moneys in the Construction Fund as provided in Section 14 hereof. The interest on the Notes is secured by a lien upon and pledge of the moneys in the Interest Account created pursuant to Section 14 hereof, and the proceeds to be derived from the sale of the 1987 Bonds. No holder or holders of any Notes issued here- under shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real or personal property thereon. The Issuer does hereby irrevocably pledge the proceeds derived from the sale of the 1987 Bonds and, as a junior and sub- ordinate pledge, the Pledged Revenues to the payment of the prin- cipal of and interest on the Notes when those payments are due. Notwithstanding the foregoing or any provision of this resolution to the contrary, the aggregate amount of Sewer System Development Charges applied and allocated to the payment of debt service on the Notes shall never exceed the Sewer System Development Charges Bond Service Component for the Notes and the aggregate amount of Water System Development Charges applied and allocated for the payment of debt service on the Notes shall never exceed the Water System Development Charges Bond Service Component for the Notes. ~ -MINUTES City Commission, Sanford, Florida SECTION 14. APPLICATION OF NOTE PROCEEDS. The proceeds derived from the sale of the Notes shall be received by the Issu- er. An amount equal to the accrued interest on the Notes shall be deposited in the City of Sanford, Florida, Water and Sewer Revenue Bond Anticipation Notes, Series 1987 Interest Account (the "Inter- est Account") herein created and shall be used only for the pay- ment of interest on the Notes. To the extent not reimbursed therefor by the original purchaser of the Notes, the Issuer shall pay all costs associated with the issuance of the Notes. The remainder of the proceeds of the sale of the Notes shall be depos- ited into the Construction Fund created pursuant to the Bond Reso- lution and applied as provided therein. The owners of the Notes shall have a lien upon all the proceeds thereof and the investment earnings thereon until the same have been applied or committed as provided in .the Bond Resolution. SECTION 15. COVENANTS OF THE ISSUER. For so long as the Notes shall be outstanding and unpaid or until there shall have been irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes, together with .interest-accrued and to accrue thereon~ the Issuer covenants with the owners of the Notes as follows: A. PROCEEDS FROM 1987 BONDS. Upon the receipt of the pro- ceeds of the 1987 Bonds, the Issuer shall apply such proceeds as follows: (1) There shall be transmitted to the Paying Agent to pay forthwith the principal of the Notes and the interest accrued thereon to such date of payment, if any, but only to the extent that funds on hand in the Interest Account are insufficient for such purposes. (2) For deposit and application of the balance of such proceeds pursuant to the provisions of the Bond Resolution. B. APPLICATION OF PRIOR COVENANTS. The covenants and pledg- es (to the extent the same are not inconsistent herewith) con- ~ained in the Bond Resolution (which also incorporates the cove- nants and pledges relating to the Bonds, including, but not limited to the 1986 Bonds) shall be deemed to be for the benefit, protection and security for the payment of the Notes and for the · owners thereof in .like manner as applicable to the 1987 Bonds provided, however the reserve requirements applicable to the Bonds, including, but not limited to the 1986 Bonds, shall not apply to the Notes, for the benefit of the owners thereof. C. SALE OF BONDS. From time to time the Issuer shall in good faith endeavor to sell a sufficient principal amount of Bonds in order to have funds available to pay the Notes and the interest thereon as the same become due. SECTION 16. SUPPLEMENTAL INSTRUMENTS. The Issuer shall, as necessary, from time to time and at any time, adopt such resolu- tions and/or ordinances as shall not be inconsistent with the terms and conditions of this Resolution: A. To qqre any ambiguity, defect, or omission herein; and/or B. To secure, extend or renew to the owners of the Notes the pledges made herein for the payment of the Notes and the interest to accrue thereon. SECTION 17. MODIFICATION AND AMENDMENT. No material modifi- cation or amendment of this Resolution or of any resolution amend- atory hereof or supplemental hereto may be made without the con- sent in writing of the owners of not less than 51% of the holders of the Notes. SECTION 18. TAX COVENANT. No use will be made of the pro- ceeds of the Bonds-which, if such use were reasonably expected on the date of issuance of the Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with the require- ments of Section 148 of the Internal Revenue Code of 1986, as amended, and any valid and applicable rules and regulations pro- mulgated thereunder in order to maintain the exclusion of interest on the Notes from gross income for purposes of Federal income taxation. 503 August 12, 1987 504 MINUTES City Commission, Sanford, Florida August 12, 19 87 SECTION 19. ADDITIONAL OBLIGATIONS. The Issuer covenants and a~rees, except as provided below, not to issue any other obli- gations or incur any other indebtedness, except refunding obliga- tions, payable from the special funds pledged in this resolution to the payment of the Notes and the interest due thereon; except that any such other obligations may be issued provided they con- tain an express statement that such obligations are junior and subordinate in all respects to the rights, security and sources of payment of the Notes issued pursuant to this Resolution. Notwithstanding the foregoing, the Issuer may issue Bonds which have a lien on the Pledged Revenues, prior and superior to the lien of the holders of the Notes, upon compliance with the provisions of Section 20(Q) of the Bond Resolution. In addition, the Issuer may issue additional notes authorized pursuant to Section 29 of the Bond Resolution ("Additional Parity Notes") upon compliance with the.conditions hereinafter provided: (1) There shall have been obtained and filed with'the Clerk a certificate of an. independent certified public accountant stat- ing: (a) that the books and records of the Issuer relative to the System have been reviewed and investigated by him to deliver the certificate hereinafter referred to~ (b) the amount of th~- adjusted Pledged Revenues derived for any consecutive twelve (12) months out of the preceding fifteen (15) months ur_eceding the date of issuance of the proposed Additional _Parity Notes adjusted as herein below provided; (c) that the aggregate amount of such Pledged Revenues., as hereinafter adjusted, is equal to not less than ~25% of Maximum Bond Service Requirement becoming due in any Fiscal Year thereafter on (i) all Bonds issued under the Bond Resolution, if any, then .outstanding,. (ii) on any other parity ob!iga~ions then outstanding, and (iii) on the Bonds anticipated to De issued the proceeas of which the holders of such Additional Parity Notes or any other Notes then outstanding shall have a first and prior lien upon, and (d) that the aggregate amount of the Net Revenues as hereinafter adjuSted is equal to not less than 100% of Maximum Bond Service Requirement becoming due in any Fiscal Year thereafter on (i) all-obligations issued under this Resolution, if ~an3, then outstandin§, .(ii) on any other parity obligations then outstanding; and (iii) on the Bonds anticipated to be issued the proceeds of which the holders of such Additional Parity Notes or any other Notes then outstanding shall have a first and prior lien upon. For purposes of this paragraph the Bonds anticipated to be issued, the hol0ers of which will have a first and prior lien upon, shall De assumed to be issued on the maturity date of the Notes, to bear inderest at 110% of the 20 Bond Buyer Index pub- lished in the month immediately preceding the issuance of such Notes and shall further be assumed to mature not later than the thirtieth (30th) year after the assumed issaance of such Bonds with interest thereon be payable in semi-annual installments. Finally, it shall be .assumed that after the issuance of such bonds, debt service on all of the Bonds (including principal and interest) shall be substantially level. (2) Upon recommendation of the Consulting Engineers, Net .Revenues may be..adjusted as more fully set forth in the Bond Reso- lution. (3) The resolution authorizing the issuance of the Addi- tional Parity Notes shall recite that all of the covenants con- tained herein shall be applicable to such Additional Parity Notes. SECTION 20. DEFEASANCE. The Notes are not subject to redemption prior to maturity. The Notes are, however, subject to defeasance as provided in this Section 20, if (a) the Issuer shall pay or cause to be paid to the holders of the Notes then outstan0- ing the principal of, and the interest to become due thereon st the times and in the manner stipulated therein and herein, and (b) all fees, charges and expenses of the Paying Agent and Registrar shall have been paid, then these presents and the rights hereby Granted shall cease, determine and be void. Any Note for the payment of which sufficient moneys or Ac- quired Obligations shall have been deposited with the Paying Agent shall be deemed to be paid within the meaning hereof and shall no longer be outstanding hereunder. The aforesaid Acquired Obliga- ~ with tions will be considered sufficient if said obligations, interest, mature and bear interest in such amounts and at such times as will assure sufficient cash moneys to pay currently maturing principal of and interest on the Notes then due. Such Acquired Obligations may not contain proviSions making them sub- ject to redemption prior to their stated maturities other than at the option of the holder thereof. ,MINUTES City Commission, Sanford, Florida 5O5 August 12, 19 87 If the Issuer shall determine that it is desirable to termi- nate the rights and liens hereunder of the holoers of any notes (pursuant to a refundino or otherwise) and shall deposit irrevo- cably in trust sums which when invested in Acquired Obligations will be sufficient: (a) to pay the principal of, and the interest on said Notes as the same mature; and (b) to pay all Paying Agents and Registrar fees and escrow agents fees due in connection with payment of any such principal, and interest, such Notes shall thereafter have no right or lien under this Resolution other than the right to receive payment from said special fund and the same shall not be considered to be outstanding hereunder for any pur- pose. SECTION 2]. MAYOR. All references in this resolution to "Mayor" "Mayor-Commissioner" or any similar term shall be deemed to also mean any Mayor Pro Tempore of the Issuer. SECTION 22. TAX ELECTIONS. The aggregate face amount of all currently outstanding tax-exempt bonds (other than private activity bonds as defined in Section 14](a) of the Internal Revenue Code of 1986) issued by the Issuer (and any subordinate entities thereof) during 1987 wil2 not exceed $5,000,000. The Issuer hereby designates the Notes as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. All of the proceeds of the Notes are being used for the purposes described herein. None of the proceeds of the Notes will be used for any private business use.. SECTION 23. iNCONSISTENT RESOLUTIONS. Resolution No. 1485 adopted on July 13, 1987 is hereby repealed. SECTION 24. SEVERABILITY. If any one or more of the cove- nants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, of against public policy, or shall for'any, reasons whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be .deemed..separate .from thelrem~ining covenants, agree- ments or provisions, and in no way affect the validity of all the other provisions of this ResOlution or of the Notes. SECTION 25. EFFECTIVE DATE. effect immediately upon its aooption. This Resolution shall take PASSED AND ADOPTED ~THE SANFORD, FLORIDA, this .(~ day CITY-~COMMISSiON OF THE CITY OF of ./~///~.~-- , 1987. (SEAL) ATTEST: ~Cierk .Mayor 506 MINUTES City Commission, Sanford, Florida August 12, 19__ 87 THIS PAGE INTENTIONALLY LEFT BLANK. MINUTES City Commission, Sanford, Florida August 12, 507 1987_ Commissioner Eckstein asked for an explanation of the underwriters discount. The City Manager explained this included the computer structuring of the issue $1900; Munifacts, .Cusip, MSRB cost $759.00; Clearance of the issue $1,897.50; Out of pocket expense is $379.50; Closing Costs $2,466.75; Advertising $379.50; Underwriter's Bond Counsel $7,590.00; Federal Funds Costs $759.00. These items total $16,128.75. Moody's Investment Service is an additional charge between $3,000 and $4,000. The underwriting spread which has to do with salesmen's commission and risk involved in holding the bond to the point of sale, the cost of which is $44,591.25. The management fee is $7,590.00. Also, not reflected, will be the costs of printing the bond coupons and printing the official statement. Mr. Jim Kirkland explained that the sPread or the underwriters discount is made · up of four different factors: 1. what the underwriter gets for managing the entire issue, in this case is $7,590. 2. take down component which is $18,975 this is the commission to be paid to the firm which handles the bond; 3. the risk factor, and in this case the cost is $1,900; 4. for the direct expenses of the underwriter, in getting the issue to this point, which is approximately $60,000. The City Attorney stated'that Resolution No. 1488 will authorize the negotiated sale to William R. Hough and Company and the other participants. The Chairman announced that the Commision would hear from persons present to speak in favor of or in oppositi6~ to the proposed Resolution. Commissioner Mercer asked for the rating on the Bonds. Mr. Jim Kirkland stated they were rated MIG-2 which is close to a rating of "A" or "BAA". The City Manager stated that the underwriter and Financial Advisor, William R. Hough & Company and M.G. Lewis, have done a fantastic job and have really helped the City to get a well structured financial program and as low interest cost that can be found anywhere.- On motion of Commissioner Mercer , seconded by Commissioner Eckstein and carried by the vote of the Commission, as follows: Commissioner Eckstein Commissioner Mercer Commissioner McClanahan Mayor Smith Yea Yea Yea Yea Resolution No. 1488 was read and adopted. Said resolution being in words and figures as follows: RESOLUTION NO. 1488 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF NOT TO EXCEED $3,795,000 CITY OF SANFORD, FLORIDA, WATER AND SEWER REVENUE BOND ANTICIPATION NOTES, SERIES 1987; AWARDING THE SALE THEREOF TO WILLIAM R. HOUGH & CO., SMITH BARNEY, HARRIS UPHAM & CO., INCORPORATED AND SOUTHEASTERN MUNICIPAL BONDS, INC. SUBJECT TO THE TERMS AND CONDITIONS OF A CONTRACT OF PURCHASE; AUTHORIZING THE DISTRIBUTION AND EXECUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE NOTES~ APP©INTING A PAYING AGENT CO~NECT!ON -~IT.B T~ !SSUANCF -A~D -DFL~RY- OF--£UC~ NOTES; AND PROVIDING AN EFFECTIVE DATE. MINUTES City Commission, Sanford, Florida August 12, 1987 WHEREAS, the City of Sanford, Florida {the "Issuer") has by a resolution adopted on October 7, 1985, as amended and supplemented authorized the issuance of not to exceed $25,000,000 City of Sanford, Florida Water and Sewer Revenue Bonds (the "Bonds") for the purpose of financing and refinancing the'.cost of acq~iring~ constructing and erecting additions, extensions and improvements to the water and sewer system of the City. The City issued $16,975,000 Water and Sewer Revenue Bonds, Series 1986 and $8,025,000 of such Bonds remained authorized but unissued. Pursuant to a resolution of the City adopted on August 10, 1987, the Issuer authorized the issuance of not to exceed $3,795,000 City of Sanford, Florida Water and Sewer Revenue Bond Anticipation Notes, Series 1987 {the "Notes"); and WHEREAS, the resolutions referred to above are hereinafter collectively referred to as the "Resolution"; and WHEREAS, the proceeds of the Notes are to be used to acquire and construct certain additions, extensions and improvements to the water and sewer system of the Issuer and in particular to purchase land for use by the Issuer in connection with the operation'of the System (the "Project"); and WHEREAS, the Issuer has received an offer from William R. Hough & Co., Smith Barney, Harris U~nam & Co., Incorporated and Southeastern Municipal Bonds, Inc., to purchase the Notes, subject to the terms and conditions contained herein and set forth in a Contract of Purchase, a copy of which is attached hereto as Exhibit "A" (the "Purchase Contract"); and WHEREAS, the Issuer now desires to sell its .Notes pursuant to the Purchase Contract, to authorize execution and distribution of a Preliminary Official Statement and an Official Statement connection with the issuance of the Notes and to take certain other action in connect'ion with the issuance and sale of the Notes; and WHEREAS, the Issuer has been provided all applicable disclos- ure information required by Section 218.385, Florida Statutes, a copy of which i.s attached hereto as Exhibit "C"; NOW, THEREFORE, BE IT ENACTED BY THE PEOPLE OF THE CITY OF SANFORD, FLORIDA: SECTION 1. Due to the willingness of William R. Hough & Co., Smith Barney, Harris U~nam & Co., Incorporated and Southeastern Municipal Bonds, Inc. (the "Underwriters") to purchase $3,795,000 in aggregate principal amount of the Notes at net interest costs MINUTES City Commission, Sanford, Florida Auqust 12, 509 1987 otherwise unavailable to the Issuer in the national market for tax exempt revenue obligations, the importance of timing in the marketing of such obligations and the willingness of such Underwriters to assist in the structuring of certain covenants which provide maximum flexibility to the Issuer, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Notes at a negotiated sale and such sale to William R. Hough & Co., Smith Barney, Harris Upham & Co., Incorporaged and Southeastern Municipal Bonds, Inc. pursuant to the terms and conditions contained in the Purchase Contract and herein is hereby authorized and approved. SECTION 2. The Notes are hereby sold to the Underwriters, ~pon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit "A" and incorporated by-reference~ The Mayor or the Mayor Pro Tempore and Clerk are ~ereby au%horized to execute such Purchase Contract in substantially the form attached as Exhibit "A", with such additional changes, insert ions and omissions therein as do not change the substance thereof and as may be approved by the said officers of the Issuer executing the same, such execution to be conclusive evidence of such ~pproval. SECTION 3. The Notes shall be dated, shall bear interest payable at the times, shall mature and shall be subject to redemption as provided in the Purchase Contract. The use of the proceeds of the Notes, shall be as provided in the Official Statement relating to the Notes. SECTION 4. The Notes shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor or the Mayor Pro Tempore and Clerk in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Purchase Contract and such execut'ion and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 5. Citizens and Southern Trust Company (Florida) National Association is hereby appointed Paying Agent and Registrar, as defined in the Resolution, for the Notes. SECTION 6. The distribution by the Underwriters of the Preliminary Official Statement, attached as an exhibit to the Purchase Contract, in the form attached thereto, is hereby approved, conformed and ratified. The distribution of a final Official Statement of the Issuer relating to .the issuance of the Notes is hereby approved, such final Official Statement to be i~ substantially the form o'f the preliminary draft of the Official 510 MINUTES City Commission, Sanford, Florida August 12, 987 Statement attached as an exhibit to the Purchase Contract, with such additional changes, insertions and omissions as may be made and approved by officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. The Mayor or Mayor Pro Tempore and the City Manager -are hereby authorized to execute such Official Statement in substantially the form attached to the Purchase Contract. The execution of such Official Statement by such officers is hereby approved with such additional changes, insertions and omissions as may be made and approved by such officers. SECTION 7. The Mayor or Mayor Pro Tempore and the clerk are hereby authorized to execute a letter of representation to The Depository Trust Company regarding the registration of the Notes, the terms and provisions of which shall be deemed to have been incorporated into the Resolution as if fully set forth at length. In the event of an inconsistency between such letter of representation and the provisions of the Resolution, the provisions of such agreement shall prevail. Such letter of representation shall be in substantially the form as that letter~ of representation attached hereto as Exhibit "B," with such insertions, additions, and omissions as shall be approved by the officers executing the same, such execution to be conclusive evidence of such approval. SECTION 8. All prior resolutions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, sup- plemented and amended to conform with the provisions herean contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 9. The Mayor, Mayor Pro Tempore, the City Manager and the Clerk or any other appropriate officers of the Issuer are hereby authorized and directed .to execute any and all certifications or other instruments or documents required by the Resolution, the Purchase Contract or any other document referred to above 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. MINUTES City Commission, Sanford, Florida 511 August 12, SECTION 10. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this day of A.D., 1987. ( SE.~L ) AT,mE ~T: _ Mayor As the City Commission of the City of San~ord, Florida ATTEST: There being no further business, the meeting was adjourned. 1987