861-Revenue Bonds ZBJUL28
$x,Ts0,0o0 CCt - (
CITY OF SANFORD, FLORII)A
SPECIAL FACILITY REVENUE BONDS
SERIES 2000
CLOSING DOCUMENTS
1. Opinion of Bryant, Miller and Olive, P.A., Bond Counsel
2. Opinion of Stenstrom, McIntosh, Colbert, Whigham & Simmons, P.A., Issuer Counsel
3. Tax Certificate
4. Certificate of Delivery and Payment
5. Receipt for Bond
6. Certificate as to Public Meetings and No Conflict of Interest
7. Certificate of City as to Signatures, No Litigation and Other Matters
8. Certificate of Incumbency
9. Resolution No.' 1847 adopted on June 26, 2000, authorizing and awarding the Bonds
10. Interlocal Agreement
11. (a) Disclosure Letter of First Union National Bank
(b) Purchasers Certificate
3`2. Specimen Bond
3_3. IRS Form 8038-G
14. (a) Notice of Sale to Division of Bond Finance
(b) Bond Finance Forms 2003 and 2004-B
15. Certificate re Interest Rate
3`6. Non-Rebate Certificate
17. Election -re CoSt of Carry on Bond
Distribution:
(1) City of Sanford, Florida
(1) Bryant, Miller and Olive, P.A.
(1) First Union National Bank
(1) Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A.
(1) Rogers, Towers, Bailey, et al.
2
TSA BRYANT, MILLER AND OLIVE, P.A. o~L,,~,o
SUIT~2100 8UITg 1230
TAX,4eA, FLORIDA 33602 201 SOUTH MONROE STREET~ SUITE 500 ORLANDO, F~ORIDA 32801
TELEPHONE: (813)273-d677 TALLAHASSEE, ~O~DA 32301 T~eao~x: (407)426-7001
FACSIMILE: (81~) 223-2705 TELEPHONE: (850) 222-8611 FACSIMILE: (407) 426-7262
FACSIMI~: (850) 222-8969
430 MARGATE
TX~XPaO"I: (770)399-7700 July] l, 2000 JOL~A L HE~G
FACSIMILE: (770) 399-6462 TAL~SEE OFFICE
City Commission
City of Sanford
Sanford, Florida
First Union National Bank
Charlotte, North Carolina
$1,750,000
CITY OF SANFORD, FLORIDA
SPECIAL FACILITY REVENUE BONDS
SERIES 2000
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the City of Sanford,
Florida (the "Issuer") of its $1,750,000 Special Facility Revenue Bonds, Series 2000 (the
"Bonds"), pursuant to the Constitution and laws of the State of Florida, Chapter 166, Part II,
Florida Statutes, as amended, and other applicable provisions of law, and Resolution No. 1847
duly adopted by the City Commission of the Issuer on June 26, 2000 (the "Resolution"). Any
capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in
the Resolution.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the Resolution and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verity, the same by independent
investigation. We have not undertaken an independent audit, examination, investigation or
inspection of such matters and have relied solely on the facts, estimates and circumstances
described in such proceedings and certifications. These matters include, but are not limited to,
No. 1
City Commission
First Union National Bank
July 11, 2000
Page 2
the due creation and valid existence of the Issuer, the due adoption of the Resolution and the due
execution and delivery of the Bonds. We have assumed the genuineness of signatures on all
documents and instruments, the authenticity of documents submitted as originals and the
conformity to originals of documents submitted as copies.
In rendering this opinion, we have examined and relied upon the opinion of even date
herewith of Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A., Counsel to the Issuer,
as to the due creation and valid existence of the Issuer, the due adoption of the Resolution and the
due execution and delivery of the Bonds.
The Bonds are payable solely from and secured by the Pledged Revenues, aI1 in accordance
with the Resolution.
The Bonds do not constitute a general obligation or indebtedness of the Issuer within the
meaning of any constitutional, statutory or other limitation of indebtedness and the holders thereof
shall never have the fight to compel the exercise of any ad valorem taxing power of the Issuer or
taxation in any form of any real or personal property for the payment of the principal of or interest
on the Bonds.
The opinions set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
Based on our examination, we are of the opinion, as of the date hereof, as follows:
1. The Resolution constitutes a valid and binding obligation of the Issuer enforceable upon
the Issuer in accordance with its terms.
2. The Bonds have been duly authorized, executed and delivered by the Issuer and are a
valid and binding special obligation of the Issuer enforceable in accordance with their terms,
payable solely from the sources provided therefor in the Resolution.
3. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements which must be met sobsequent to the issuance and delivery of the Bonds in order that
interest on the Bonds be and remain excluded from gross income for purposes of federal income
taxation. Non-compliance may cause interest on the Bonds to be included in federal gross income
retroactive to the date of issuance of the Bonds, regardless of the date on which such
non-compliance occurs or is ascertained. The Issuer has covenanted in the Resolution to comply
with such requirements in order to maintain the exclusion from federal gross income of the interest
on the Bonds.
City Commission
First Union National Bank
July 11, 2000
Page 3
Subject to compliance by the Issuer with the aforementioned covenants, (a) interest on the
Bonds is excluded from gross income for purposes of federal income taxation, and (b) interest on
the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations; however, with respect to corporations (as defined for
federal income tax purposes), such interest is taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax imposed on such corporations.
We express no opinion regarding other federal tax consequences arising with respect to the Bonds.
4. The Bonds are exempt from intangible taxes imposed pursuant to Chapter 199, Florida
Statutes, as amended.
5. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3)
of the Code. In rendering this opinion we have relied on the representation of the Issuer in the
Issuer's Resolution adopted June 26, 2000.
It is to be understood that the rights of the owners of the Bonds and the enforceability
thereof may be subject to the exercise of judicial discretion in accordance with general principles
of equity, to the valid exercise of the sovereign police powers of the State of Florida and of the
constitutional powers of the United States of America and to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights heretofore or
hereafter enacted.
We have not passed upon any matters relating to the business affairs or condition (financial
or otherwise) of the Issuer, and no inference should be drawn that we have expressed any opinion
on matters relating to the ability of the Issuer to perform its obligations under the Bonds and the
Resolution.
Our opinions expressed herein are predicated upon present law, facts and circumstances,
and we assume no affirmative obligation to update the opinions expressed herein if such laws,
facts or circumstances change after the date hereof.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
STENSTROM, McINTOSH, COLBERT, WHIGHAM & SIMMONS, P.A.
ATTORNEYS AND COUNSELS,ORS AT LAW
SUNTRUST BANK · SUITE 22
July 11, 2000
City Commission
City of Sanford
Sanford, Florida
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
First Union National Bank
Charlotte, North Carolina
Ladies and Gentlemen:
I have acted as counsel to the City of Sanford, Florida, (the "Issuer") in connection with the
authorization, sale and delivery ofits principal amount of $1,750,000 Special Facility Revenue Bonds,
Series 2000 (the "Bonds") authorized by Resolution No. 1847 duly adopted by the City Commission
of the Issuer on June 26, 2000 (the "Resolution"). The Bonds are payable solely from and secured
by the Pledged Revenues, all as provided in the Resolution. Any capitalized undefined terms used
herein not otherwise defined shall have the meaning set forth in the Resolution.
The Bonds do not constitute a general obligation or indebtedness of the Issuer within the
meaning of any constitutional, statutory or other limitation of indebtedness and the holders thereof
shall never have the fight to compel the exercise of any ad valorem taxing power of the Issuer or
taxation in any form or any real or personal property for the payment of the principal of or interest
on the Bonds.
In my opinion:
1. The Issuer is a municipal corporation duly created and existing under the Constitution
and laws of the State of Florida, with full legal right, power and authority to adopt the Resolution,
to issue the Bonds, to enter into the Inte~ocal Agreement between the Issuer and Seminole County
dated June 1, 2000 (the "Interlocal Agreement") to perform its obligations trader the Bonds and under
the Resolution and to consummate the transactions contemplated by such instruments.
2. The Resolution, the Bonds and the Interlocal Agreement have been duly authorized,
July 11, 2000
Page 2
executed and delivered by the Issuer and constitute valid and binding agreements of the Issuer
enforceable in accordance with their terms (subject as to enforceability of any remedies to any
applicable bankruptcy or insolvency laws or other laws affecting creditors' rights generally, from time
to time in effect).
3. To the best of my knowledge, the adoption of the Resolution, and the authorization,
execution and delivery of the Bonds and the Inte~ocal Agreement, and compliance with the
provisions thereof, will not conflict with or constitute a breach of or default under, any law,
administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument
to which the issuer was or is subject, as the case may be, nor will such enactment, adoption,
execution, delivery, authorization or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the property
or assets of the Issuer, or under the terms of any law, administrative regulation, ordinance, resolution
or instrument, except as expressly provided by the Resolution.
4. To the best of my knowledge, all approvals, consents, authorizations and orders of
any govemmental authority or agency having jurisdiction in any matter which would constitute a
condition precedent to the performance by the Issuer, of its obligations under the Resolution and the
Interlocal Agreement have been obtained and are in full force and effect.
5. The i ssuer is lawfully empowered to pledge, and grant a lien on, the Pledged Revenues
for payment of the principal of any interest on the Bonds as the same becomes due and payable.
It is to be understood that the rights of the owners of the bonds and the enforceability thereof
may be subject to the exercise of judicial discretion in accordance with general principles of equity,
to the vahd exercise of the sovereign police powers of the State of Florida and of the constitutional
powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors' rights heretofore or hereafter enacted.
Our opinions expressed herein are predicated upon present law, facts and circumstances, and
we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or
circumstances change after the date hereof.
In rendering this opinion, I am acting as an expert only as to matters arising under Florida law.
Respectfully submitted,
STENSTROM, MclNTOSH, COLBERT,
WHIGHAM & SIMMONS, P.A.
$1,750,000
CITY OF SANFORD, FLORIDA
SPECIAL FACILITY REVENUE BONDS, SERIES 2000
TAX CERTIFICATE AS TO ARBITRAGE AND
THE PROVISIONS OF SECTIONS 141-150 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
The undersigned are the Mayor and the Finance Director of the City of S anford, Florida (the
"City"), being duly charged, with others, with the responsibility for issuing the City's $1,750,000
Special Facility Revenue Bonds, Series 2000 (the "Bonds"), HEREBY CERTIFY, pursuant to
Section 148 of the Internal Revenue Code of 1986, as mended (the "Code") and Sections 1.148-0
through 1. 148-11 of the Income Tax Regulations (the "Regulations"), as follows:
1. The Bonds are being issued pursuant to the Constitution and laws of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, and a resolution adopted by the
City Commission of the City on June 26, 2000 (the "Resolution"). The proceeds of the Bonds will
be used for the following purposes:
(a) to construct certain capital improvements within the City of Sanford, Florida,
including but not limited to rehabilitation of a baseball stadium (the "Project"); and
(b) to pay certain costs of issuing the Bonds (the "Issuance Expenses").
Unless otherwise specifically defined, all capitalized terms used in this Certificate shall have the
meanings as those set forth in the Resolution.
2. On the basis of the facts, estimates and circumstances in existence on the date hereof,
I reasonably expect the following with respect to the Bonds being issued this day and as to the use
of the proceeds thereof:
(a) An aggregate of $1,750,000 of proceeds (the "Sale Proceeds") derived by the
City from the sale of the Bonds to First Union National Bank, Charlotte, North Carolina (the
"Bank") are expected to be needed and fully expended as follows:
(i) $7,325 of said proceeds will be used to pay Issuance Expenses; and
(ii) $1,742,675 of said proceeds will be deposited in the Construction Fund
and expended, together with the investment earnings thereon, within three years from
the date hereof to pay Project costs.
(b) The total proceeds to be received from the sale of the Bonds, together with
anticipated investment earnings thereon, do not exceed the total of the amount necessary for
the purposes described above.
(c) The City does not expect to sell or otherwise dispose of any property
comprising a part of the Project financed with the proceeds of the Bonds prior to the final
maturity date of the Bonds.
3. Binding contracts or commitments obligating the expenditure of not less than 5
percent of the Sale Proceeds of the Bonds toward the cost of the Project will be entered into by the
City within 6 months from the date hereof. Work on the acquisition and construction of the Project
and the allocation of the Sale Proceeds of the Bonds to the costs of the Project will proceed with due
diligence. It is expected that the Project will be completed and at least 85 percent of the Sale
Proceeds of the Bonds will be allocated to Project expenditures within three years of the date hereof.
4. Not more than 50 pement of the proceeds of the Bonds will be invested in obligations
having a substantially guaranteed yield for 4 years or more.
5. The Resolution provides that the City will deposit in the Debt Service Fund Pledged
Revenues in accordance with Section 3.04 of the Resolution sufficient to pay principal of and interest
on the Bonds. Other than the Debt Service Fund, no separate funds or accounts will be held or
reserved by the City from which payments of principal and interest on the Bonds will be made. The
Debt Service Fund will be used primarily to achieve a proper matching of Pledged Revenues and debt
service on the Bonds within each Bond Year and amounts deposited thereto will be depleted at least
once a year except for any carryover amount which will not in the aggregate exceed the greater of
(A) the earnings on such fund for the immediately preceding Bond Year, or (B) one-twelfth of the
debt service on the Bonds for the immediately preceding Bond Year.
6. There are no funds or accounts established pursuant to the Resolution or otherwise,
other than the Debt Service Fund, which are reasonably expected to be used to pay debt service on
the Bonds, or Which are pledged as collateral for the Bonds (or subject to a negative pledge) and for
which there is a reasonable assurance on the part of the Bank that amounts therein will be available
to pay debt service on the Bonds if the City encounters financial difficulties.
7. Except for preliminary expenditures, such as architectural, engineering, surveying, soil
testing, and similar costs, proceeds of the Bonds will not be used to reimburse the City for Project
costs paid prior to 60 days before the date that the City Commission adopted the Resolution.
8. The following represents the expectations of the City with respect to the investment
of the proceeds of the Bonds and the funds on deposit in the aforementioned funds and accounts:
2
(a) Proceeds derived from the sale of the Bonds to be applied to pay costs of the
Project and Issuance Expenses may be invested at an unrestricted yield for a period not to
exceed three years from the date hereof;
(b) Investment earnings on obligations acquired with amounts described in
subparagraph (a) above may be invested at an unrestricted yield for a period of three years
from the date hereof or one year from the date of receipt, whichever period is longer;
(c) Amounts described in subparagraphs (a) and (b) that may not be invested at
an unrestricted yield pursuant to such subparagraphs, may be invested at an unrestricted yield
to the extent such amounts do not exceed $100,000 (the "Minor Portion");
(d) Amounts described in subparagraph (c), not invested at an unrestricted yield
pursuant to such subparagraph, shall be invested at a yield not in excess of the yield on the
Bonds plus 1/8 of one percentage point;
(e) All amounts deposited in the Sinking Fund may be invested at an unrestricted
yield for a period of thirteen months from the date of deposit of such amounts to such Fund;
(f) Amounts described in subparagraph (e) not invested at an unrestricted yield
pursuant to such subparagraph, may be invested at an unrestricted yield to the extent such
amounts do not exceed the Minor Portion reduced by the amounts described in subparagraph
(c) that are invested at a yield in excess of the yield on the Bonds; and
(g) Amounts described in subparagraph (f) that may not be invested at an
unrestricted yield pursuant to such subparagraph shall be invested at a yield not in excess of
the yield on the Bonds or invested in tax-exempt obligations under Section 103(a) of the
Code the interest on which is not an item of preference within the meaning of Section
57(a)(5) of the Code.
To the extent that any amounts described in this Paragraph 8 are not permitted to be invested at an
unrestricted yield, the City may satisfy the applicable yield restriction by causing the appropriate
amount of yield reduction payments to be made to the United States as permitted by Section 1.148-
5(c) of the Regulations.
9. For purposes of this Certificate, "yield" means that yield which when used in
computing the present worth of all payments of principal and interest to be paid on an obligation
produces an amount equal to the purchase price of such obligation. The yield on obligations acquired
with the proceeds derived from the sale of the Bonds and from amounts deposited in the Debt Service
Fund and the yield on the Bonds shall be calculated by the use of the same frequency interval of
compounding interest. In the case of the Bonds, the purchase price is $1,750,000. The purchase
price of the Bonds and the interest rate thereon were arrived at as a result of an arms length
negotiation between the City and the Bank. The Bank is acquiring the Bonds for its own account,
3
and is not acting as a broker or other intermediary for the purpose of reselling the Bonds to other
investors. Any investments acquired with amounts that may not be invested at an unrestricted yield
pursuant to Paragraph 8 above shall be purchased at prevailing market prices and shall be limited to
securities for which there is an established market, shall be United States Treasury Obligations - State
and Local Government Series, or shall be tax-exempt obligations under 103(a) of the Code the
interest on which is not an item of tax preference within the meaning of Section 57(a) (5) of the Code.
Because the interest rate on the Bonds is not fixed throughout its term, the yield of the Bonds cannot
be determined as of the date hereof: The yield of the Bonds will be determined for each Computation
Period as required by Section 1.148-4(c) ofthe Regulations.
10. No portion of the proceeds of the Bonds will be used as a substitute for other moneys
of the City ~vhich were otherwise to be used to acquire or construct the Project and which have been
or will be used to acquire directly or indirectly, obligations producing a yield in excess of the yield
on the Bonds. The weighted average maturity of the Bonds does not exceed 120% of the average
reasonably expected economic life of the assets being financed with the proceeds of the Bonds (within
the meaning of Section 147(b) of the Code).
11. There a~ze no other obligations of the City that (i) are being sold at substantially the
same time as the Bonds (within 15 days); (ii) are being sold pursuant to a con~rnon plan of financing
together with the Bonds, and (iii) will be paid out of substantially the same source of funds (or will
have substantially the same claim to be paid out of substantially the same source of funds) as the
Bonds.
12. The City has covenanted in the Resolution that so long as the Bonds remain
outstanding, the moneys on deposit in any fund or account maintained in connection with the Bonds
will not be used in any manner that would cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code and the Regulations. The aggregate face amount of all currently
outstanding tax-exempt obligations (other than "private activity bonds" as defined in Section 141 (a)
of the Code) issued by the City (or by any subordinate entities or other entities that issue debt "on
behalf of' the City) during 2000 does not exceed $5,000,000. The City does not plan and has no
reasonable expectation that it will issue in excess of $5,000,000 of tax-exempt debt during 2000.
13. Neither the City nor any person related to the City has entered or is expected to enter
into any hedging transaction (such as an interest rate swap, cap or collar transaction) with respect to
the Bonds.
14. None of the proceeds of the Bonds wilI be used (directly or indirectly) to acquire any
property which prior to its acquisition was used (or held for use) by a person other than a state or
local governmental unit in connection with an output facility. For purposes of this Certificate, the
term "output facility" means electric and gas generation, transmission, and related facilities.
15. None of the proceeds of the Bonds will be used (directly or indirectly) to make or
finance loans to any person.
4
16. Not more than 10% of the proceeds of the Bonds will be used (directly or indirectly)
in a trade or business (or to finance facilities which are used in a trade or business) carried on by any
person other than a governmental unit. Not more than 5% of the proceeds of the Bonds will be used
(directly or indirectly) in trade or business (or to finance facilities which are used in a trade or
business) carded on by any person other than a governmental unit which private business use is not
related to any governmental use or is disproportionate to governmental use, all as described in
Section 141(b)(3) of the Code ("Unrelated or Disproportional Use"). For the purpose of this
Paragraph, use by a nongovernmental person as a member of the general public shall not be taken into
aCCOUnt.
17. Paragraph 16 shall apply only if the payment of 10% or more (5% or more in the case
of Unrelated or Disproportional Use) of the principal of or interest on the Bonds is (under the terms
of such Bonds or any underlying arrangement) directly or indirectly secured by any interest in
property used or to be used for a private business use or in payments in respect of such property or
derived from payments whether or not to the City in respect of property or borrowed money used
or to be used for a private business use.
18. The City reasonably expects that the Project will be owned and operated throughout
the term of the Bonds in a manner which complies with the requirements set forth in Paragraph 16
above. The City will not change the ownership or use of all or any portion of the Project in a manner
that fails to comply with Paragraph 16 above, unless the City receives an opinion of Bond Counsel
that such change of ownership or use will not adversely affect the exclusion of interest on the Bonds
from gross income for federal income tax purposes.
19. The payment of the principal of and interest on the Bonds is not and will not be
guaranteed directly or indirectly by the federal government within the meaning of Section 149(b) of
the Code.
20. To the best of my knowledge, information and belief, the above expectations are
reasonable.
[Rest of page intentionally left blank]
1N WITNESS WHEREOF, I have hereunto set my hand this 1 lth day of July, 2000.
CITY OF SANFORD, FLORIDA
BY"~r/~f~/~~
Finance Director
EXHIBIT A
July 11, 2000
Mayor and City Commission
City of Sanford, Florida
Re: $1,750,000 City of Sanford, Florida
Special Facility Revenue Bonds, Series 2000
Ladies and Gentlemen:
The undersigned, the Original Purchaser of the above-referenced Bonds, hereby represents
that the Bonds are being acquired by the Original Purchaser for its own account and the Original
Purchaser is not acting as a broker or other intermediary for the purpose of reselling the Bonds to
other investors.
FIRST UNION NATIONAL BANK
A-1
CERTIFICATE OF DELIVERY AND PAYMENT
I, the undersigned officer of the City of Sanford, Florida (the "City"), DO HEREBY
CERTIFY that on the llth day of July, 2000, I delivered to First Union National Bank (the
"Purchaser"), the foilowing described obligation of the City:
$1,750,000 City of Sanford, Florida Special Facility Revenue Bonds, Series 2000,
consisting of one fully registered Bond dated July 11, 2000, bearing interest at the
rate of 5.60% and maturing on September 30, 2009.
We received as of this date, on behalf of the City, from the Purchaser, $1,750,000 as
payment for the above-described Bonds.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day of July,
2000.
CITY OF SANFORD, FLORIDA
-(SEAL)
By: ~yor
No. 4
RECEIPT FOR BOND
RECEIPT IS HEREBY ACKNOWLEDGED of the following described obligation of the
City of Sanford, Florida:
$1,750,000 City of Sanford, Florida Special Facility Revenue Bonds, Series 2000,
consisting of one fully registered Bond dated July 1 I, 2000, bearing interest at the
rate of 5.60% and maturing on September 30, 2009.
Dated this llth day of July, 2000.
FIRST UNION NATIONAL BANK
itl : V/u flies)de
No. 5
CERTIFICATE AS TO PUBLIC MEETINGS
AND NO CONFLICT OF INTEREST
STATE OF FLORIDA :
COUNTY OF SEMINOLE :
Each of the undersigned members of the City Commission (the "City Commission") of the
City of Sanford, Florida (the "Issuer"), recognizing that the purchasers of the City of Sanford,
Florida, Special Facility Revenue Bonds, Series 2000 (the "Bonds"), will have purchased said
Bonds in reliance upon this Certificate, DOES HEREBY CERTIFY:
(1) that he or she has no personal knowledge that any two or more members of the
City Commission, meeting together, reached any prior conclusion as to whether the actions taken
by the City Commission, with respect to said Bonds, the security therefor and the application of
the proceeds thereof; should or shotrid not be taken by the City Commission or shotrid or should
not be recommended as an action to be taken or not to be taken by the City Commission, except
at public meetings of the City Commission held afrer due notice to the public was given in the
ordinary manner required by law and custom of the City Commission;
(2) that he or she does not have or hold any employment or contractual relationship
with any business entity which is purchasing the Bonds from the Issuer.
, ! 11 th
1N WITNESS WHEREOF we have hereunt~
day of July, 2000.
,,.D, ·
No. 6
CERTEFICATE OF CITY AS TO
SIGNATURES, NO LITIGATION AND OTHER MATTERS
The undersigned, Larry A. Dale, Mayor and Janet R. Dougherty, Clerk of the City of
Sanford, Florida (the "City"), in connection with the issuance this day by the City of the tollowing
described Bonds:
$1,750,000 City of Sanford, Florida Special Facility Revenue Bonds, Series 2000,
consisting of one fully registered Bond dated July 11, 2000, bearing interest at the
rate of 5.60% and maturing on September 30, 2009.
DO HEREBY CERTIFY to the best of our knowledge, after reasonable investigation, that:
I
The following terms in this Certificate shall have the following meanings (terms not
defined herein shall have the meanings set forth in the Resolution):
"Bank" means First Union National Bank, Charlotte, North Carolina.
"Bonds" means the City's Special Facility Revenue Bonds, Series 2000 dated July 11,
2000.
"Interlocal Agreement" means the Interlocal Agreement between the City and Seminole
County, Florida dated June 1, 2000.
"Resolution" means Resolution No. 1847 duly adopted by the City Commission of the City
on June 26, 2000.
II
The City is a duly created and validly existing municipality under the Constitution and laws
of the State of Florida..
III
Except as has otherwise been disclosed to the Bank, no litigation or other proceedings are
pending or, to our knowledge, threatened against the City in any court or other tribunal of
competent jurisdiction, State or Federal, in any way (i) restraining or enjoining the issuance, sale,
execution or delivery of the Bonds, or (ii) questioning or af/~cting the validity of the Bonds, the
Resolution, the Interlocal Agreement or the pledge by the City to the Bondholders of any moneys
or other security provided under the Resolution, or (iii) questioning or affecting the validity of any
of the proceedings for the authorization, sale, execution, issuance or delivery of the Bonds, or (iv)
No. 7
questioning or affecting the organization or existence of the City or the title to office of the
officers thereof.
IV
The City has complied with all agreements and has satisfied all conditions on its part to
be observed or satisfied under the Resolution and the Interlocal Agreement.
V
The Resolution has been duly adopted and has not been repealed, revoked, rescinded or
altered in any manner.
VI
The City is not in default, and has not been in default at any time after December 31,
1975, as to principal of and interest on any of its indebtedness.
VII
The Bonds are signed with the manual signatures of the undersigned Mayor and Clerk of
the City.
VIII
The seal which has been impressed upon this Certificate is the legally adopted, proper and
only official seal of the City and such seal has been imprinted upon said Bonds.
WITNESS, our hand and said corporate seal this llth day of July, 2000.
SIGNATURE OFFICIAL TITLE
~~~C/~'/'~~ Mayor
City of Sanford, Florida
. City Clerk
City of Sanford, Florida
(SEAL) "
L
2
CERTIFICATE OF INCUMBENCY
I, the undersigned officer of the City of Sanford, Florida, DO HEREBY CERTIFY:
1. The following is a correct list of the names of certain officers of the City of Sanford,
Florida, and of the dates of commencement and expiration of their respective terms of office:
EXPIRATION
OFFICE OFFICER OF TERM
Mayor Larry A. Dale April, 2001
Commissioner Herbert "Whitey" Eckstein April, 2003
Commissioner Brady Lessard April, 2001
Commissioner Randy Jones April, 2003
Commissioner Velma H. Williams April, 2001
Finance Director Donna Watt At the pleasure
of the Commission
City Clerk Janet R. Dougherty At the pleasure
of the Commission
City Attorney William Colbert, Esq. At the pleasure
of the Commission
2. The official seal of the City of Sanford, Florida, being the only seal used by said City, is
the seal an impression of which is impressed opposite my signature on this certificate.
WITNESS my hand and the official seal of the City of Sanford, Florida, referred to above,
this 1 lth day of July, 2000.
CITY OF SANFORD, FLORIDA
No. 8
CERTIFICATE OF RECORDING OFFICER
I HEREBY CERTIFY that:
1. I am the duly appointed and qualified Clerk of the City of Sanford, Florida, and keeper of
the records thereof, including the minutes of its proceedings, and am duly authorized to execute this
Certificate;
2. The annexed copy of the minutes of a meeting held on June 26, 2000, is a true, correct and
compared copy of the whole of the original minutes of said meeting on file and of record; and
3. The copy of the instrument annexed hereto, Resolution No. 1847 is a true, correct and
compared copy of the original instrument on file and of record, adopted at a meeting held on June
26, 2000, which was duly convened in conformity with all applicable requirements; a proper quorum
was present throughout said meeting and the instrument hereinabove mentioned was duly proposed,
considered and adopted in conformity with applicable requirements; all other requirements and
proceedings incident to the proper adoption of said instrument have been duly ful~lled, carried out,
and otherwise observed; and such instrument remains in full force and effect as of the date hereof.
DATED this llth day of July, 2000.
No. 9
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baseball stadium (the "Project") in accordance with certain plans and specifications now on file or
to be filed with the City Clerk of the lssuer (the "Clerk"). issuance of the Bonds to finance the
Project satisfies a paramount public purpose.
(B) The estimated Pledged Revenues, heroin defined, will be sufficient to pay the principal
and interest on the Bonds herein authorized, as the same become due and to make all required
deposits required by this Resolution. The Pledged Revenues am not now pledged or encumbered
in any manner.
(C) This Resolution is declared to be and shall constitute a contract between the Issuer and
the holders of all the Bonds; and the covenants and agreements herein set forth to be performed by
the Issuer are and shall be for the equal benefit, protection and security of the holders of any and all
the Bonds issued under this Resolution and shall be of equal rank and without preference, priority
or distinction of any of the Bonds over any other, except as hereinafter provided.
(D) The Issuer is not, under this Resolution, obligated to levy any taxes on any real or
personal properly to pay the principal of or interest on the Bonds hereinafter authorized, or to make
any other payments and such Bonds shall not constitute a lien upon any real or tangible personal
property of or in the Issuer.
(E) Due to the present instability in the market for revenue obligations, the critical
importance of the timing of the sale of the Bonds and due to the willingness of First Union National
Bank to purchase the Bonds at rates hvorable to the Issuer, it is hereby determined that it is in the
best interest of the public and the Issuer to sell the Bonds at a negotiated sale.
2
(F) The Issuer has received an offer from the Bank to purchase the Bonds, subject to the
terms and conditions set forth in the Bank's Commitment (the "Commitment") dated January 24,
2000, attached hereto as Exhibit "B".
1.03. Definitions. The following terms in this ResolutiOn shall have the following meanings
unless the text otherwise expressly requires:
"Additional Bonds" shall mean Bonds issued on parity and equal status with the Bonds
pursuant to Section 3.04(E) hereof.
"Bank" shall mean First Union National Bank, its successors and assigns, as the original
purchaser of the Bonds.
"Bond Registrar" shall mean the Clerk.
"Bond Debt Service Requirement" for any Bond Year shall mean the sum of: (1) the amount
required to pay the interest becoming due on the Bonds during such Bond Year and (2) the amount
required to pay the principal of the Bonds maturing in such Bond Year.
"Bond Year" shall mean the period beginning with October 1 and extending for a period of
twelve (12) months thereafter.
"Bonds" shall mean the Bonds issued pursuant to this Resolution, and any Additional Bonds
issued pursuant to Section 3.04(E) hereof.
"Breakage Event" shall mean any voluntary or mandatory prepayment or acceleration, in
whole or in part, of principal of the Bonds occurring prior to the date such principal would, but for
prepayment or acceleration, have become due (the "Breakage Date"), the proceeds of which are to
be used to undertake a refunding or restructuring of the Bonds.
"Breakage Fee" shall mean the Present Value of ((A-B)x C) where:
3
A= The rate per annum equal to the sum of (i) the bond equivalent yield (bid
side) of the U.S. Treasury security with a maturity closest to the Breakage
Date as reported by the Wall Street Journal (or other published soume) on the
date the interest rate of this Bond was set CLock in Date"), plus (ii) the
corresponding swap spread of the Bank on the Lock in Date for a fixed rate
payor to pay the Bank the fixed rate side of an interest rate swap of that
nmturi ty.
B= A rate per annum equal to the sum of (i) the bond equivalent yield (bid side)
of the U.S. Treasury security with a maturity closest to the Breakage Date as
reported by the Wall Street Journal (or other published soume) on the
Breakage Date, plus '(ii) the corresponding swap spread that the Bank
determines another swap dealer would quote to the Bank on the Breakage
Date for paying to the Bank the fixed rote side of an interest rate swap of that
maturity.
C= The sum of the products of (i) the Principal Amount for the Interest Rate
Hold Period, times (iii) the number of days in the Interest Rate Hold Period
divided by 360.
"Interest Rate Hold Period" is the period from and including the Lock in Date
to, but excluding the Breakage Date.
"Maturity Date" is the date on which the final payment of principal of the
Bonds would, but for any Breakage Event, have become due.
"Present Value" is determined as of the Breakage Date using "B" above as
the discount rate.
"Principal Amount" is equal to any nominal amount of up to $1,750,000.
Breakage Fees ate payable as liquidated damages, ate a reasonable pre-estimate of
the losses, costs and expenses that the Bank would incur for the Breakage Event, ate
not a penalty, will not require claim for, or proof of, actual damages, and the Bank's
determination thereof shall be conclusive and binding in the absence of manifest
error.
"Clerk" shall mean the City Clerk of the Issuer.
"Fiscal Year" shall mean the period commencing on October i st of each year and continuing
to and including the succeeding September 30th.
4
"Federal Securities" shall mean direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America, which am not
redeemable prior to maturity at the option of the obligor.
"Holder" or "holder of Bonds" or "owner" or "owner ~f Bonds" or any similar term shall
mean any person who shall be the registered owner of any Bonds.
"Maximum Bond Debt Service Requirement" shall mean, as of a particular date of
calculation, the greatest amount of Bond Debt Service Requirement for the then current or any future
Bond Year.
"Mayor" shall mean the Mayor of the Issuer.
"Non-Ad Valorera Revenues" shall mean all legally available non-ad valorem revenues or
taxes of the Issuer (including ad valorem taxes to the extent the use thereof for securing bonds or
other debt obligations of the Issuer has been approved by referendum), which are legally available
to make the payments required by this Resolution, but only after provision has been made by the
Issuer for payment of services and programs which are for essential public purposes affecting the
health, welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable
law.
"Paying Agent" shall mean the Clerk.
"Pledged Revenues" shall mean (i) Non-Ad Valorem Revenues budgeted and appropriated
by the Issuer in each Fiscal Year in accordance with Section 3.02 hereof and deposited in the Sinking
Fund, (ii) until expended in accordance with this Resolution, all proceeds of the Bonds and Non-Ad
Valorera Revenues, together with interest earnings thereon, held in the funds and accounts created
pursuant to Section 3.04.A. of this Resolution and (iii) those revenues received by the Issuer pursuant
to an Interlocal Agreement dated June 1, 2000 between the Issuer and Seminole County, Florida.
"Prime Rate" shall mean that index rate of interest which the Bank, from time to time
announces as its prime rate, which rate is an index rate for guidance to loan officers and is not
necessarily the best or lowest rate charged borrowing customers of the Bank, or if such rate is no
longer announced, such comparable rate as shall be determined by the Bank.
"Resolution" shall mean this Resolution.
t .04. Construction of Project Authorized. The Issuer is hereby authorized to construct the
Project as defined in Section 1.02(A) above.
6
ARTICLE lI
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF REVENUE BONDS
2.01. Authorization of Revenue Bonds. Subject and pursuant to the provisions of this
Resolution obligations of the Issuer to be known as "City of Sanford, Florida, Special Facilities
Revenue Bonds" am hereby authorized to be issued in an aggregate principal amount not exceeding
One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) for the propose of providing funds
to pay a part of the cost of the Project provided for in Section 1.02(A) hereof.
2.02. Description of Bonds. The Bonds issued hereunder shall be fully registered Bonds in
the form set forth in Exhibit A; dated as of the date of their delivery; shall bear interest at a rate of
5.60% payable semiannually on March 31st and September 30:h, commencing September 30, 2000;
shall mature no later than September 30, 2009; and subject to redemption at the option of the Issuer,
as set forth in the Commitment; however, if redeen'~ed prior to maturity, the Issuer may incur a
Breakage Fee.
2.03. Method of Payment; Notice of Redemption. Principal of and interest on the Bonds
shall be payable in lawful money of the United States of America. Payment of interest on the Bonds
on any interest payment date will be made to the person appearing as the registered owner thereof
on the registration books of the Issuer maintained by the Bond Registrar on the 15th day of the month
preceding such date, such interest to be paid by check or draft mailed to the registered owner at his
address as it appears on such registration books. The principal of the Bond is payable upon the
presentation and surrender thereof at the principal office of the Paying Agent.
Notwithstanding the foregoing, for so long as the Bonds are owned by the Bank, the principal
of, redemption price and interest on the Bonds shall be payable to the Bank on the respective
principal and interest payment dates at such address as is provided by the Bank in writing to the
Issuer without presentation of the Bonds.
At least thirty (30) days prior to the redemption date written notice of any redemption shall
be filed with the Paying Agent and mailed, postage prepaid to all registered owners at their
respective addresses as they appear upon the registration books of the Issuer. Provided, however,
that failure to mail such notice to one or more owners of the Bonds shall not affect the validity of
the proceedings for such redemption with respect to owners of Bonds to which notice was duly
mailed hereunder.
2.04. Execution of Bonds. The Bonds shall be executed in the name of the Issuer by its
Mayor by his manual or facsimile signature and the corporate seal of the Issuer shall be impressed
thereon, attested by its Clerk by his manual or facsimile signature; provided, however, one of said
signatures shall be manually subscribed. In case any one or more of the officers who shall have
signed or sealed any of the Bonds shall cease to be such officer of the Issuer before the Bonds so
signed and sealed have been actually sold and delivered, such Bonds may nevertheless be sold and
delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had
not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such
person who at the actual tinhe of the execution of such Bonds shall hold the proper office of the
Issuer, although at the date of such Bonds such person may not have held such office or may not
have been so authorized. The lssuer may adopt and use for such purposes the facsimile signatures
of any such persons who shall have held such offices at any time after the date of adoption of this
Resolution notwithstanding that either or both shall have ceased to hold such office at the time the
Bonds shall be actually sold and delivered.
2.05. Neroliability and ReSistration. The Bonds shall be and shall have all of the qualities
and incidents of negotiable instruments under the Uniform Commemial Code - Investment Securities
Law of the State of Florida; and each successive holder, in accepting any of said obligations, shall
be conclusively deemed to have agre. ed that such Bonds shall be and have all of the qualities and
incidents of negotiable instruments.
The Bonds shall be registered, as to both principal and interest, upon the books kept for the
registration and transfer of Bonds by the Bond Registrar. No transfer of the Bonds shall be valid
unless made at the office of the Bond Registrar by the registered owner or by his duly authorized
agent or representative and shall be similarly noted on the Bonds. The Bond Registrar shall not be
required to make any such transfer of Bonds during fifteen (15) days next preceding an interest
payment date on the Bonds, or in the case of any proposed redemption of Bonds, after such Bonds
have been selected for redemption. The person in whose name any Bond 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 Boni:l and the interest on any Bond 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 Bond including the interest thereon to the
extent of the sum or sums so paid.
2.06. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall be mutilated, or
be destroyed, stolen or lost, the lssuer may, in its discretion, issue and deliver a new Bond of like
tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the holder
furnishing to the lssuer proof of his ownership thereof and satisfactory indemnity and complying
with such other masonabie regk~lations and conditions as the lssuer may prescribe and paying such
expenses as the Issuer may incur. All Bonds so surrendered shall be canceled by the Clerk of the
Issuer. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute
Bond the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Bonds 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 Bonds
be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and
proportionate benefits and rights as to lien on and source and security for payr~ent from the funds,
as hereinafter pledged, to the same extent as all other Bonds issued hereunder.
2.07. Form of Bonds. The text of the Bonds shall be in substantially the form attached
hereto as Exhibit A, with only such omissions, insertions and variations as may be necessary and
desirable and approved by the Mayor prior to the issuance thereof (which approval may be presumed
by his execution of the Bonds and the Issuer's delivery of the Bonds to the pumhasers thereof).
l0
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
3.01. Bonds Not to be Indebtedness of Issuer. The Bonds shall not be or constitute general
obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien on the Pledged Revenues. No holder
of any Bond issued hereunder shall ever have the right to compel the exercise of any ad valomm
taxing power to pay such Bond or be entified to payment of such Bond from any funds of the Issuer
except from the Pledged Revenues in the manner provided heroin.
3.02. Bonds Secured by Pledge of Pledged Revenues. A. Covenant to Budget and
Appropriate. The Issuer covenants and agrees to appropriate in its annual budget for each Fiscal
Year in which the Bonds remain outstanding, sufficient amounts of Non-Ad Valorem Revenues for
the payment of principal of and interest on the Bonds in each such Fiscal Year. Snch covenant and
agreement on the part of the Issuer shall be cumulative and shall continue until all payments of
principal of and interest on the Bonds shall have been budgeted, appropriated and actually paid. The
Issuer agrees that this covenant and agreement shall be deemed to be entered into for the benefit of
the holders of the Bonds and that this obligation may be enforced in a court of competent
jurisdiction. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the
Issuer does not covenant to maintain any services or programs now maintained or provided by the
Issuer, including those programs and services which generate NomAd Valorera Revenues. This
covenant and agreement shall not be construed as a limitation on the ability of the Issuer to pledge
all or a portion of such Non~Ad Valorera Revenues for other legally permissible purposes. Nothing
II
heroin shall be deemed to pledge ad valorem taxation revenues or to permit or constitute a mortgage
upon any assets owned by the Issuer and no person may compel the levy of ad valomm taxes on real
or personal property within the boundaries of the Issuer for the payment of the Issuer's obligations
hemunder.
However, this covenant to budget and appropriate in its annual budget for the purposes and
in the manner stated herein, has the effect of making available for the payment of the Bonds the
Non-Ad Valorera Revenues of the Issuer in the manner provided heroin and placing on the Issuer
a positive duty to appropriate and bridget, by amendment if necessary, amounts sufficient to meet
its obligations hemunder; subject, however, in all respects to the restrictions of Section 166.241,
Florida Statutes, which makes it unlawful for any municipality to expend moneys not appropriated
and in excess of such municipality's current budgeted revenues. The obligation of the Issuer to make
such payments from its Non-Ad Valorem Revenues is subject to the availability of money in the
treasm'y of the Issuer and funding requirements for essential services of the Issuer; however, such
obligation is cumulative and would carry over from Fiscal Year to Fiscal Year.
The payment of the debt service of all of the Bonds issued hereunder shall be secured
forthwith equally and ratably by a pledge of and a lien upon the Pledged Revenues, as now or
hereafter constituted. The Issuer does hereby irrevocably pledge such funds to the payment of the
principal of and interest on the Bonds issued pursuant to this Resolution, and to the payment
therefi'om into the Debt Service Fund at the times provided of the sums required to secure to the
holders of the Bonds issued hereunder, and the payment of the principal of and interest thereon when
due. The Pledged Revenues shall immediately be subject to the lien of this pledge without any
12
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claim of any kind in tort, contract or otherwise against the Issuer.
B. Proceeds, Revenues and Earnings in Funds and Accounts. Until applied in accordance
with this Resolution, the proceeds of the Bonds, the revenues from Interlocal Agreement and the
Non-Ad Valorem Revenues deposited by the Issuer in the Debt Service Fund and the Construction
Account established pursuant to Sectign 3.03 hereof, plus any earnings thereon, shall be pledged to
the repayment of the Bonds.
3.03. Al~plication of Bond Proceeds. The proceeds, including accrued interest thereon, if
any, received from the sale of the Bonds shall be applied by the Issuer simultaneously with the
delivery of such Bonds to the purchaser thereof (or as advanced from time to time by such
purchaser), as follows:
( 1 ) The accrued interest, if any, shall be deposited in the Debt Service Fund herein
created and shall be used only for the purpose of paying interest becoming due on the Bonds.
(2) The Issuer shall pay all costs and expenses in connection with the issuance
and sale of the Bonds.
(3) The balance of the funds shall be deposited in an account (the "Construction
AccoUnt") which is hereby created. Moneys in the Construction Account shall be kept separate and
apart from all other accounts of the Issuer, and funds initially deposited therein shall be withdrawn,
used and applied by the Issuer solely for the payment of the cost of the Project.
The Issuer's share of any liquidated dan~ages or other moneys paid by defaulting contractors
or their sureties, and all proceeds of insurance compensating for damages to the Project during the
13
period of construction, shall be deposited in the Construction Account to assure completion of the
Project.
Moneys in the Construction Account shall be secured by the depository bank in accordance
with U.S. Treasu~'y Depm'tment Circular 176 and in the manner prescribed by the Laws of the State
of Florida relating to the securing of public funds. When the moneys on deposit in the Construction
Account exceed the estimated disbursements on the account of the Project, the Issuer may direct the
depository bank to invest such excess funds in direct obligations of or obligations the principal of
and interest on which are guaranteed by the United States of America, which shall be subject to
redemption at any time at face value by the holder thereof or such excess funds may be invested in
any other investment approved by the Bank. The earnings from any such investment shall be
deposited in the Construction Account.
The Issuer covenants to commence the acquisition and construction of the Project authorized
herein promptly upon delivery of the Bonds and to thereafter work with due diligence to complete
the Project. When the constt,action of the Project has been completed and all construction costs have
been paid in full, all funds remaining in the Construction Account shall be deposited in the Debt
Service Fund hereinafter established, and the Construction Account shall be closed.
All moneys deposited in said Construction Account shall be and constitute a trust fnnd
created for the purposes stated and shall be delivered to and held by the Finance Director who shall
act as n'ustee of such funds for the purposes of this Resolution. There is hereby created a lien upon
such fund in favor of the holders of the Bonds until the moneys thereof shall have been applied in
accordance with this Resolution.
I4
3.04. Covenants of the Issuer. So long as any of the principal of or interest on any of the
Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Debt Service
Fund herein established, a sum sufficient to pay, when due, the entire principal of the Bonds
remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with the
holders of any and all of the Bonds issued pursuant to this Resolution, as follows:
A. Funds and Accounts. The Issuer covenants and agrees to establish separate funds to be
known as the "Debt Service Fund" and the "Rebate Fund." Moneys in the Debt Service Fund, until
applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the
holder of the Bonds and for the further security of the holder of the Bonds.
The Issuer may, but shall not be required to, at any time and from time to time appoint one
or more depositories to hold, for the benefit of the holder of the Bonds, any one or more of the funds
and accounts established hereby. Such depository or depositories shall perform at the direction of
the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each
of such funds and accounts as herein set forth, and all records of such depositmy in perfomxing such
duties shall be open at all reasonable times to inspection by the Issuer and its agents and employees.
Any such depository shall be a bank or trust company duly authorized to exercise corporate trust
powers and subject to examination by federal or state authority and shall be a Qualified Public
Depository pursuant to the laws of the State of Florida.
B. Flow of Funds.
(1) Pledged Revenues shall be deposited or credited at least five (5) business days prior to
the applicable interest payment date, in the following manner and in the following order of priority:
15
(a) Debt Service Fund. The lssuer shall deposit into or credit to the Debt Service
Fund the sum which, together with the balance in said fund, shall be equal to the interest and
the principal amount on all outstanding Bonds accrued and unpaid and to accrue on such
interest payment date. Moneys in the Debt Service Fund shall be used to pay principal of and
interest on the Bonds as and when the same become due, whether by redemption or
otherwise, and for no other purpose.
(b) Balance. The balance of any moneys after the deposits required by Section
3.04.B.( I )(a) hereof may be transferred to any appropriate fund or account of the Issuer or
may be used for any lawful purpose.
(2) The Issuer, in its discretion, may use moneys in the Debt Service Fund to purchase or
redeem Bonds coming due on the next principal payment date, provided such purchase or
redemption does not adversely affect the Issuer's ability to pay the principal or interest coming due
on such principal payment date on the Bonds not so purchased or redeemed.
(3) On the date established for payment of any p~ncipal of or redemption price, if applicable,
or interest on the Bonds, the Issuer shall withdraw from the Debt Service Fund sufficient moneys
to pay such principal or redemption price, if applicable, or interest and deposit such moneys with the
Paying Agent for the Bonds to be paid.
C. Rebate Fund. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer
and used solely to make required rebates to the United States and the Bondholders shall have no right
to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions
required of it in its arbitrage certificate, dated the date of issuance of the Bonds, relating to such
Bonds, including, but not limited to:
16
LI
except as expressly provided in this Resolution, and any loss resulting from such investment shall
likewise be charged to said account.
E. Issuance of Other Obli,~ations. The Issuer shall issue no bonds or obligations of any kind
or nature payable from or enjoying a lien on the Pledged Revenues prior to the lien of the Bonds.
Furthermore, the Issuer shall issue no bonds or obligations of any kind payable from Non-Ad
Valorem Revenues. However, the Issuer may issue Additional Bonds under the conditions and in
the following manner:
(1) There shall have been obtained and filed with the Issuer a certificate of the Finance
Director of the Issuer stating: (a) the amount of the Non-Ad Valorem Revenues (net of the amount
required to pay debt service on other debt payable fi'om Non-Ad- Valorem Revenues, excluding debt
secured by a covenant to budget and appropriate Non-Ad Valorem Revenues) received by the Issuer
for the twelve consecutive months during the eighteen months immediately preceding the date of
issuance of Additional Bonds, covers the Maximum Bond Debt Service Requirement on the Bonds,
any Additional Bonds and any other debt secured by a covenant to budget and appropriate Non-Ad
Valorem Revenues and the debt then proposed to be issued by 1.5 times, and (b) the Issuer shall not
be in default in performing any of the covenants and obligations assumed hereunder.
F. No Impairment. The pledging of the Pledged Revenues in the manner provided herein,
and the covenants and agreements herein, shall not be subject to repeal, modification or impai~Tnent
by any subsequent ordinance, resolution or other proceedings of the Issuer.
G. Books and Records. So long as any of the Bonds shall be outstanding, the Issuer will
furnish to the Bank copies of the lssuer's audited financial statements within 180 days of the Issuer's
18
fiscal year end, accompanied by certificates of outstanding indebtedness and compliance with
covenants and non-default.
19
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01. Modification or Amendment. No material modification or amendment of this
Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without
the consent in writing of the owners of two-thirds or more in principal amount of the Bonds then
outstanding; provided, however, that no modification or amendment shall permit a change in the
maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal
obligation, or affect the unconditional promise of the Issuer to budget and appropriate Non-Ad
Valorera Revenues and apply the same as herein provided, or reduce the number of such Bonds, the
written consent of the owners of which are required by this. Section for such modifications or
amendments, without the consent of the owners of all such Bonds.
4.02. Severability of Invalid Provisions. If any one or more of the covenants, 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, or against public policy, or shall for
any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants, agreements or provisions of
this Resolution or of the Bonds issued hereunder.
4.03. Bonds Authorized to be Sold: Award. The Bonds are hereby sold and awarded to First
Union National Bank, Charlotte, North Carolina, at the price of par and the Mayor and Clerk are
hereby authorized to execute and deliver the Bonds in the form set forth in this Resolution, receive
the purchase price therefor and apply the proceeds thereof as provided herein, without further
authority fi'om this body. The Mayor and the Clerk are attthorized to make any and all changes on
2O
the fomq of the Bonds which shall be necessary to conform the same to the commitment of the Bank.
Execution of the Bonds. by the Mayor and the Clerk shall be conclusive evidence of their approval
of the form of the Bonds. The Bonds shall be payable solely as provided heroin. Prior to purchase
of the Bonds, the Bank shall execute a Purchaser's Certificate attached hereto as Exhibit C. The
disclosure letter as required by Chapter 218, Florida Statutes is attached hereto as Exhibit D.
4.04. Conflicts Repealed. All resolutions of the City of Sanford which am in conflict or
inconsistent with this Resolution are, to the extent of such conflict or inconsistency hereby repealed.
4.05. Tax COvenant. The Issuer covenants to the purchaser of the Bonds provided for in this
Resolution that the Issuer will not make any use of the proceeds of the Bonds at any time during the
term of the Bonds which, would cause such bonds to be "arbitrage bonds" within the meaning of the
Internal Revenue Code of I986, as mended. The Issuer will comply with the requirements of the
Code and any valid and applicable rule and regulations promulgated thereunder necessary to ensure
the exclusion of interest on the Bonds from the gross income of the holders thereof for purposes of
federal income taxation.
4.06. Bank Oualified. The Issuer designates the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as mended (the
"Code"). The Issuer and any subordinate entities of the Issuer and any issuer of "tax-exempt" debt
that issues "on behalf of" the Issuer do not reasonably expect during the calendar year 2000 to issue
more than $10,000,000 of "tax-exempt" obligations, exclusive of any private activity bonds, as
defined in Section 141 (a) of the Code.
Should subsequent but currently unforseen events cause any borrowing under this Resolution
to be determined to be a "non-qualified" obligation pursuant to Section 265(b)(3)(B) of the Code,
21
the Bank shall at[just the interest rate on any outstanding Bonds so that it shall receive the same after
tax yield equiwtlent contemplated as of the time of the Commitment.
4.07. Defeasance. If, at any time, the Issuer shall have paid, or shall have made provision
for payment of, the principal, interest and redemption premiums, if any, with respect to all the Bonds
herein authorized, then, and in that event, the pledge of and lien on the funds pledged in favor of the
owners of the Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit
of sufficient cash and/or Federal Securities or bank certificates of deposit fully secured as to principal
and interest by Federal Securities (or deposit of any other securities or investments which may be
authorized by law from time to time and sufficient under such law to effect such a defeasance) in
irrevocable trust with a banking institution or trust company, for the sole benefit of the owners of
the Bonds in an aggregate principal amount which, together with interest to accrue thereon, will be
sufficient to make timely payment of the principal of and redemption premiums, if any, and interest
on the Bonds in accordance with their tetTns, the paying agents' fees and expenses with respect there-
to and any other expenses occasioned by escrow a~angements or provision for redemption, shall be
considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any
Bonds for ~'edemption prior to maturity pursuant to any applicable optional redemption provisions,
or to impair the discretion of the Issuer in deterraining whether to exercise any such option for early
redemption.
4.08. Events of Default. The following shall be Events of Default under this Resolution and
the term "Events of Default" shall mean (except where the context clearly indicates otherwise),
when whenever such term is used in this Resolution, any one or more of the following events:
22
A. Failure by the lssuer to timely pay any principal and interest payment within ten (10)
days of the date on which such are due and payable;
B. Failure by the lssuer to observe and perform any material covenant, condition or
agreement on its part to be observed or performed under this Resolution for a period of thirty (30)
days after written notice, except to the extent some other grace period shall be provided in regard to
a covenant, specifying such failure and requesting that it be remedied, is given to the Issuer by the
Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration;
C. Any wan'anty, representation or other statement by the Issuer or by an officer or agent
of the Issuer contained in this Resolution or in any instrument furnished in compliance with or in
reference to this Resolution or in connection with the delivery of the Bonds is false or misleading
in any material adverse respect;
D. A petition is filed against the Issuer under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, and an order for relief is entered or such petition is not dismissed
within sixty (60) days of such filing;
E. The Issuer files a petition in voluntary bankruptcy or seeking relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to
the filing of any petition against it under such law; or
F. The lssuer admits insolvency or bankruptcy or its inability to pay its debts as they
become due or is generally not paying its debts as such debts become due, or becomes insolvent or
bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without
23
limitation a receiver, liquidator or trustee)of the lssuer or any of its property is appointed by court
order or takes possession thereof and such order remains in effect or such possession continues for
more than 60 days;
4.09. Remedies. The Bank may sue to protect and enforce any and all rights, including the
right to the appointment of a receiver, existing under the laws of the State of Florida, of the United
States of America, or granted and contained in this Resolution, and to enforce and compel the
performance of all duties required by this Resolution or by any applicable laws to be performed by
the Issuer or by any officer thereof, and may take all steps to enforce this Resolution to the full extent
permitted or authorized by the laws of the State of Florida or the United States of America.
In addition, upon the occurrence of any such Event of Default, the Bank shall have the
option, after thirty (30) days written notice, to declare all amounts due under the Bond to be
immediately due and payable both as to principal and interest. Automatically upon the occurrence
of any of the events specified in subsection (F) of Section 4.08, the Bank' s commitment to lend shall
terminate and all amounts due under the Bond shall become immediately due and payable. In all
cases, the Bonds shall become immediately due and payable without presentment, demand, protest,
or notice of any kind, all of which are hereby expressly waived, anything contained herein or in the
Bond to the contrary notwithstanding. It is understood that the remedies of the Bank hemunder shall
be cumulative in nature rather than exclusive and that the failure of the Bank to exercise its rights
upon an Event of Default by the Issuer hemunder shall not be deemed to be a waiver by the Bank
of that Event of Default or any of its rights hereunder.
4.10. Other Matters. The Mayor or Vice Mayor of the Issuer or any other appropriate
officers of the lssuer are hereby authorized arid directed to execute any and all certifications or other
24
instruments or documents required by this Resolution or any other dc~cument referred to above as
a prerequisite or precondition to the issuance of the Bonds and any such representation made therein
shall be deemed to be made on behalf of the lssuer. All action taken to date by the officers of the
Issuer in furtherance of the issuance of the Bonds is hereby approved, co~firmed and ratified.
4.11. Effective Date. This Resolution shall take effect upon adoption by the City
Commission.
25
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the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional, statutory, or charter limitation or provision.
This Bond is and 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 Bond is registerable by the Bondholder hereof in person or by his attorney
or legal representative at the principal 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 Bond.
This Bond 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.
[Remainder of page left intentionally blank]
A-3
IN WITNESS WHEREOF, the City of Sanford, Florida, has issued this Bond and has caused
the same to be signed by the Mayor and countersigned and attested to by the City Clerk, ('the signa-
tures of the Mayor and the City 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 Dated Date.
CITY OF SANFORD, FLORIDA
(SEAL)
(manual or facsimile)
Mayor
ATTESTED AND COUNTERSIGNED:
(manual or facsimile)
City Clerk
Approved as to form and legal sufficiency:
(manual or facsimile}
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
Registrar, as Authenticating Agent
Date of Authentication:
By (Manual Signature)
Authorized Officer
A-4
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 Bond of the City of Sanford, Florida, and does hereby
constitute and appoint , attorney, to transfer the said Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Date
Signature Guaranteed by
[member firm
of the New York Stock Exchange or
a commercial bank or a trust company.]
By: (manual signature)
Title: NOTICE: No transfer will be registered and
no new Bonds 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 Bond 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.
SCHEDULE I
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
Adjushnent to Interest Rate
(a) Chan~e in Maximum Corporate Tax Rate. If the maximum f~deral corporate income
tax rate for the highest level of income for taxpayers such as the Bank during any period in which
interest is accruing, shall be other than 35% (as currently provided in Section 1 l(b)(1)(D) of the
Intemal Revenue Code of 1986, as amended), then the interest on the Bond during such period may
be modified, at the discretion of the Bank, by multiplying the interest on the Bond (as adjhsted) by
a ~'action qual to (1-A)/.65 where A equals the maximum mm'ginal corporate income tax rate then
in effect.
(b) Other Chan~e in Tax Laws. If the federal or state iaws or regulations am amended
to cause the interest on the Bond to be taxable (whether partially or totally), to be subject to a
mininmm tax or an alternative minimum tax or to other,vise change the after tax yield on the Bond
to the Bank (directly or indirectly, other than a change described in (a) above or because of a
Determination of Taxability) then the interest on the Bond shall be adjusted to cause the yield on the
Bond, after payment of any increase in tax, to equal what the yield on the Bond would have been in
the absence of such change or amendment in the tax laws or regulations.
The above adjustments shall be cumulative, but in no event shall the interest on the Bond
exceed the lesser of the maximum permitted by law or the Taxable Rate set forth below. The above
adjustments to interest rate on the Bond shall be effective on the effective date of the applicable
change in the tax laws or regulations. All tax rates and interest rates expressed as annual rates.
However, proper partial adjustment shall be made if the tax taw change is effective after the first day
of the Bank's tax year or if the interest on the Bond does not accrue for the entire tax year of the
Bank.
Taxable Rate
Notwithstanding the foregoing, in the event of "Determination of Taxability" (as hereinafter
defined), this Bond shall bear interest at the Taxable Rate of % (the "Taxable Rate"), from and
after and mtroactively to the date as of which such Determination of Taxability is made and the
Bondholder shall be entitled to such additional interest on this Bond. For purposes hereof,
"Determination of Taxability" means the circumstance of the interest on the Bond becoming
includable tZ~r f~deral income purposes in the gross income of the Bank as a consequence of any act,
omission or event whatsoever and regardless of whether the same was within or beyond the control
of the City. A Determination of Taxability will be deemed to have occurred upon (i) the receipt by
the City 04' the Bank of an original or a copy of an Internal Revemle Service Technical Advice
Memorandum or Statutory Notice of Deficiency which holds that the interest on the Bond is
includable in the gross income of the Bank; (ii) the issnance of any public or private ruling of the
Internal Revenue Service that the interest on the Bond is includable in the gross income of the Bank;
or (iii) receipt by the City or Bank or an opinion of a Bond Counsel that the interest on the Bond has
become includable in the gross income of the Bank for t~deral 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 the Bond is deemed includable in the gross income of the Bank.
In no event, however, shall interest be charged or paid in an amount in excess of the
maximum interest rate permitted to be paid under applicable law.
A-7
RECORD OF ADVANCES
Date of Advance Amount of Advance Signature
[END OF BOND FORM ]
EXHIBIT B
COMMITMENT LETTER OF BANK
3J. V313I.LH33 S,H3SVH3HFId
3 .LI~IHX3
EXHIBIT D
DISCLOSURE LETTER
HISTORIC SANFORD MEMORIAL STADIUM FUNDING AGREEMENT
THIS AGREF24E~T iS made and ent. ered this / ..__ day of . . d
2000, by and between SEMINOLE COUNTY, a political subdivision of the
SKate of Florida, who~-2c. address is Seminole CourlLy Services Building,
110] East. First $[.reet, Sanford, Florida 32771, herein;~f:ter referred to
as "COUNTY," and THE CITY OF SANFORD whose mailKng address ~s P. O. Box
1788, Sanford, Florid~l 32772, hereirla[tLer referred Lo as "CITY."
WITNESSETM:
~FMEREAS, the Florida State ].eglslature cheap;ted $ecLion 125o 0104,
F~orida Statu[.es, known as the Local Option Tourist Development Act in
response to the growing need oZ Florid~ counties to ~rov]de a~itional
revenue so~lrccs for ~ourist development to stimulate =he local ec. onomV;
~E~AS, the voters of Seminole County approved by re[er'end~, the
impo$ i L h~n oE the Touris~ Development T~x on transic~ L rental
accon~odat ~ ~ms in Semino} e County; anc~
~E~S, the COUNTY, in (:oordinat~or~ wi[h the Tourist DevelopmcmL
Council, ap[~ro;'~ated Tour'isn Development Tax rever~ues to as~J. in the
~enovat~on ot the Historic San~ofd Memorial Stadium, s use oI Tou~j~l.
DevelopmeaE tax revenue wh ~ ch is pc r'Tn }tted pursuant. to Section
;25.0104 (5)(a) of the F;orida Ut,~tul:es; and
M~S, the C[q'Y inzend5 to use Tourist: Deve].opment Tax rcver,ues
granted the CITY by Ehis Agreement LO guarant.~ nhe CITY a line
crcdL~ for F[~a~cinq t.he renovation of Lhe Historiu Sanford Memorial
NOW, TME~FO~, in censidcratio~ of the mutual understor~dings and
agreemenl.s set Eorth herein, the COUNTY and the CITY agree as follows;
Section 1. Tern. The [erm of this Agr~ement sha]] be ~or ken
(10) y~rs trom the daEe the lasE party executc~J Lhis Agroement, unless
1
earlier terminaZed, as provided herei. n.
Section 2. Termination. Tb.~ s Agreemen~ may be terminated by
either party at any time, with or without cause, upon not l~s~ (.ban
th{rny (30) d~ys' wriknen not. ice to the other party, as provided for
here{n, or, at uhe opt{on of the COUNTY, imediate]y in the ~.~v~nt Ehat
the CITY fails to Fultill ar~y ot the t. erms, understandings or' covenants
of th~s Agreement. The COUNTY ~hall not be obliq;3ted to paV For' any
service~ provided or cost~ incurrc~J by the C, TTY after the CITY has
r~.~ceived nor. ice of tcr'mination. Upon said termination, the CiTY shall
~e~iately refund to L.he COUNTY; or otherwise utilize as the COUNTY
~irects, any unused fund~ provided hereunder.
Section 3, Service~.
(a) Th~ CITY will be responsible for the planning, developn,er]t,
contractiDg and paymen% thereof for the project described in F, xhibit
"A" , ~3aid contracJ.ed serv]c.:~-~s shall be secured through a compe~_iLive
Did process by the CITY. The CITY shall prov]dc~ a minimorn of FIVE
HUNDRED THOUSAND AND NO/100 DOLL~S ($500,000.00) in fund].ng ~or
renovatiorl of the stadi~,
(b) The CITY ~hall use funds from this Agrc~men~ iD cor~junct~or~
with monies qran[ed by the Federal Government, the skate of Florida,
any public or pr{vate agen~ny to renovate the Historic Sanford Memorial
Stadium as de~cribed in Exhibit "A" attached her<.~t.o and ir~corporated
h~'ein by r'eterencc.
(c) in order to quali~y lor roimburscm~nL, the CITY sh~ ] i be
required no submit with <~ach annual ~equ~st Ior funcls, wr~t~.en proof
[he CITY'S good faith efforts to obtain ~und~ng tor the
~l~iord Memorial $t.~edi~ rcr~ovation p~oject From ether' State, Federe~],
public or private [u~ding sou~.'ces. F:~ilure to provide such proo~ shall
res~lt in cancellation or diminis~enk o~ th<~ fundi~ng alloc~3t~d for thai.
year. Said proof shall also contai~l an itemized list of all funding
received by the CITY from all sources which is applied to ~he
c;onstruction, enlargement, renovation, remodeling, repair, improvementr
off the Historic Sanford Memorial $1.adium.
(d) In or~e~' to qualm fly Ior reimbursement urn<jet this Aqr~:m~enr.,
I~he CITY must suDmiE wr]t~.en proof of liability coverage to the COUNTY
upon ~xec~tion of this Aqrc~iment.
Se~ion 4.
(a) Each party to this Agreemc~t is responsible for all
ingury and p~operty damage attributable to the negligent acts or
omissions arising out of this Agreement oE that parl.y and the
employees ~f~d agents thcreu-f.
(b) 'Fhr.~ parties fur'thor agree th~k nothing contarried heroin shall
be construed or interpretc~ as denyirK] to any party ~ny remedy or
defense ~va[ [able to sucl% parties under the laws ot the ~3[.ate ol
Florida, hoe as a waiver of sovereign immunity of the CO[]NTY and the
CITY beyond the waiver provided for in 5oct. ion 768.28, ~.'7. orida Statu[es.
(c) The Waiver of a provisior~ heroin by elther party sh~ll not
constitute ~..he iurthcr waiver of ~aid pzovisio;~ or the waiver o~ any
othc~ pr'ovision.
Section 5. Billing and Pa~ent. Th~.~ COUNTY hereby agrees ko
provide ~{s~a~cial assistance to the CITY up to a m;~xh,e sum of FOUR
HUNDRED THOUSAND AND NO/100 DOLI,A[{S ($400,000.00) in ~.en (10) equal
~nstallment. s o~ FORTY THOUSAND AND NO/100 DOLLARS ($40,000.00) each year'
~or ted (10) years, for ;~ll services provided hereunder Dy the
dur'~ng the t.e~m of tllj. s Agreement in accordan~'ze with [.he projet[.
description as set forth in Exhibi5 "A." Anuual })ayments shall be made
~.u the CITY
(a) Beceipt by the COUNTY of ~ Request rot Funds form, attached
hereto and incorporated heEein as Exhib~ [. "B," fl-om the CITY requesting
all or [l~r'l.. of the above ~mount. The Req~esn for Functs form sh~41.] be
completed properly an~J required documen~.a~ion atteac~ed. Such request by
the C['FY shall o~ly be for serv] ~:~s speci f~ u;~ l. ly provided for herein
necessary to ~erve Sem~w~ole
(b) Ver~ f[cation by ~he Seminole CousU.y Tourism Development
Director th;e[. the C1TY is prey{cling the services for' which funding
~ought and has compl led with the report ~ ug requirements contained
hercj ~a fret;
(c) The final Request Cot Funds form shall be accompanied by a
dete~]ed report of the ecor~omic impact. on the COUNTY resulting [r'c~m the
project, funds for which have been pr~vlded hereunder. Such re,>err.
shal] ~nclude, but not be lim~ue~ to, the estimated number of hotel or
motel room~: occupied ~nd expendjtuses direc~.]y ~elated to evehis to be
held at the renovated stadiL~; ~d
(d) P{~yment requesl.s shall be sent to:
Original: Di teenor
Semi r~ole County Tourism Development
1230 Douglas Ave~]ue, Suite
Longwood, Florida 327'/9
Duplic~%.e: [][sector, Department of Finance
~eminolc Co~ty Services Bu~ ld~ng
]101 East F~rst Stre~.~t
$a~ford, Florida 32771
(~) Pa~c;~t shall be contingent upor~ ~he CITY's compliauce with
~Lhe requ{~ements ~s stated ~n Exhibit "A" anti provis]~ ot written proof
of q<~od ~aith e/forts to obt~ i n add~ ~. ]onal funding as describc~ Ln
Sc~31.~.on 3(b) ~f ~his Agreement.
(f) All funding qranl.ed to the CITY onGcr the totraM el
Agreement shall, eauh year, be offings. bV ~uy doll(~'~ receivc~ by the
CITY [~'om any St~Le, Fede~-al, Dubl],c or pr'LvaEe fur~di~'~g source used
4
conszruct, enlarge, remodel, repair, or improve Ehe Historic sanfo~'d
Men~oria]. Stadium. This offset shall no~ it)elude the CITY'-~ Fiscal Year
2000 ].cqisl~k~ve al}p~optiation .~n t.~e amount o~ TWO HUNDRED THOUSAND AND
NO/100 DOLLARS {$200,000.00}, nor shall it ~nclude any moolos received
by uhe CITY ~o repay their' line of cr~diz ~or tb58 projec~ in the count
o~ 8IXTY-P:[GHT THO[~SAND AND N0/100 DOLLARS ($68,000.00) [}er' year for the
tern o[ this A~]reement. IL is the intev~t. ion of the [}artlos that only
those funds received by the CITY in exce~s of TWO HUNDRED THO[]S~D AND
NO/100 DOLLARS ($200,000.00) Fiscal Year 2000 legislation appropriation
and ttu~ CITY's ~jlXTY-EIGHT THOUSAND AND NO/J00 DOLLARS ($68,000.00)
annual pageant be used to reduce the COUNTY' S annual commitment of funds
under ~his Aqr'eement. Determination of the or~set amou~)t each year
sha].] he made so]ely by the COUNTY.
(q) The COUNTY shall provide khe CITY with technical os~]s[.ar~ce
ill [.he preparat.~on o~ the fo~ms required heroin as may be needed.
Section 6- R~oE~ing Re~ir~ents, ~ t. he performance of this
Agreement, CITY shall ma].nzain books, records and accounts of es] ].
acl..LviLies in Ccmmpliance w~.h norn~l accounting procedures, CITY sh~ll
;ransmi l. and have t. he CITY's Financial D~rc~c:Lor certify interim recc~r'ds
with each RequesZ for Funds form submitted to ~he COUNTY. Each RCc~uesL
for Funds form shall detail costs ~ncurred as r'~ferenced ~e Exhibit "A"
and in Sc~oUion 3(b) ot this Agreement. CITY shall suDmit an interim
Narral.ive Proqr'ess Report form, attached heret.~ anct incorporated
as Exhibit "C," wi~h each Request for Funds Form. Addition]ally, the
CITY sh~li submit ~ tinal Narrative Fr~gress Bcport. ~orm and a tinancia]
report w~thln ninety (90} days o~ proj~ct comp]euion or ]apse or
t. erminatior~ oF this Agreement.
section 7, Non-Allow~le Cost=. The pub-pose ~or which Tonr~st
Development Tax gFant ~und~ ;-~re p~evided LO the CL'FY sha]] n~L
5
programs for which mon~e>-s have been received, committee] or applied for
from altothor source. The monies pn'ovided h~reunder shall be
~)f~ly for the activ~ ~. ~.es or p~arposes s~[. forth in F. xh ] bit "A," Non-
~ei~ursable ~xpend~ [.~ares inc] uc]e, but ~re not limited to, legal,
occounting, aud[zing, [~]anning, m~rketing, feasibility stud~s; pu=chase
el real ~roperty; p~'ize money, scholsrships, awards, plaques or ccr[.~
cTates; private ent~:r'tai~ent, lodging~ food and bcver'~jes; and CI']'Y
wages, sa].~rles, a~ir~st. Eative or ~:savel ex;~er~ses.
Section 8, Unavail~ility of ~n~. The CITY acknowledges
Tourist Developmerit Tax rcv~nues are the source of fur~d]~g lot this
AgEcement and tha~ DO ~ther COUNTY revenues shall or may be ut~] lzed
meet the COUNTY's Obligations he~r'eun~er. Subjean to the ]imitation and
availab~ 1 ~ty of Tou r'igt DevelopmenL Tax rcver~ues, Ehis AGreement may be
I.erminated ~mmediately by ~:~e COUNTY, by written T~otjCe O~ terminatios
to the CITY as provided herelzla~ter. The COUNTY shall not be obl]g~t.~c~
to ~38y [or anV services provided or costs: Lncur~ed by thc~ CITY a~ter thc~
CITY has received such notice ~' termination. In the event there
any ~nused COUNTY funds, CITY shall prompzly r~f~:nd zhose fum]s [.o zhe
COUNTY, or otherwise use such Funds as the COUNTY
Section 9. Access to Records, The CITY shall allow the CO[J~TY,
its duly author~xe~] agent ,~n~] Ehe public access to sucl~ of the CITY~s
record~ as arc p~'~:inent to all services provided hereunder, at
reasonable I.h~es upon r'easonab]e :~onice, arid under rcason~le Conditions
tor inspection a:~d examination in accc>r'dance wit. h Florida $~.auutes,
Section 10. Liaison. The CITY shall. submit I.he oriqi~mals oi the
Request for Funds {orm, the N;~rra[ive Progress Report. iorm and any other
required rCpor'[.s or correapondenc{~ to the fo]lowing:
Director
Seminole CounEy Tourism Development
1230 Douglas Avenue, Suite 116
Longwood, Florida 32779
Section 11. Notices. Whorio:vet eith~.r party desires or
required to give notice unto the ether, it shall be given in writing by
certified United States mail, with return receipt requested, arid sent
to:
FOR CO~TY:
Director
Seminole County TourS sin Developm~fi.
1230 Douglas Avenue, ~]uite 116
Longwood, Florida 32779
FOR CITY:
Mayor Larry Dale
P.O. Box 1';88
8~ntord, F].o~[da 32772
Either of the p~nrt[es may change, by wr~tter~ notice as provided above,
the person or address tot receipt ot not.~ce~.
Sec~on 12- Assi~nts. Neither party to this A~reement sha]]
assign this Agreement, nor any interest arising heroin, without= uhe
written consent of the other.
section 13. Entire A~re~ent,
(a) It ~s understood and agreed that the entire Agreement of t. he
parties ~s contained heroin and that Lh~s Agreomcr~t supersedes all oral
agreements ar'~d negotiations between the parties relating no the subject
mather hereof as well as any p~'evious agreements pr~ently in eI~ect
between [.he parties rotating ~.o the cub jeer m~tt~r hereof.
(b) Any alterations, amen~ents, deletions, or wa~.vers of the
provisions of uhis Agreement shall be valid only when expressed
writing and duly s~gned by the parties-
Section 14. Co~li~ce with Laws and Re~lations. In providing
nl ] services pursuorfi. ~o th~.s Agreement., z~e C]'['Y shall abide by all
7
statutes, ordinances, rules, and regulations pertaining to, or
regulat~ mg the provis ions of, sll(zh services, inc].uding those now in
eftleer and hcreafte=' adopted, ~y violation of said s~atutes,
ordinances, r'~iles, or regulem~.tons shall constituke a m~t.erial breach of
~his Agreeme~tl, anti sha]] entitle the COUNTY ~o te~'minate ~.his Agreement
i~ediare].y upon delivery el written noUice of ~erm~anion l.o the
as previewed ~ereinabove.
Section 15. Cenflict of In~rest.
(a) The CITY agrees [hat ~%. wi]] noZ c~gage in any action that
would crea~e a cov~flict o~ interest in the perromance ot its
9bligat~<ms pu~'suant to this Agreement w~[.h the COUNTY or which would
vio]~t.e or cause othe~s to ~iol~te ~he provis~or~M o~ Part ;II, Chapter
112, Florid~ Statutes, relating to ethics ~n ~overm~nenE.
(b) The CITY hereby certilies that no ot~iccr, agent or emp]<~yee
of ~he COUNTY has ~uy material interest (~s de fitted in Sect ~.on
]12.3.F2(I5), Florida Statu~.es, as over 5%) eithe~ dlrect]y o~ ~m~irect-
IV, in th~ busir~cess of [.he CITY to be conducted here, and tha~ no such
p~erson shall have any such ~n[erest az any ~imc durinq the term ef this
A~reement.
{c} eursuant ~o Section 2~6.347, Florida Statutes, the CITY
hereby agrees t.hat monies received f~m~ the COUNTY pur~uanZ tc~ this
Agreerxen~ w/ll riot be used for the purpose of lobbying ~he hegis].~tufe
or any other S~ate c~- Fe~ie~'al Agency.
8
IN WITNESS WHEREOF, the parties to this Agreement have caused
their names to be affixed hereto bV the proper officers thereof for the
purposes herein c×pressed on hhe day and year ~irst above wrlLten.
ATTEST: CITY OF SANFORD
By:
i~ANET DOUGHERTg, City Cler~ LARRY A. DA)',E, Mayor
(CORPORATF. SEAL) Date:
ATTEST: BOARD OF COUNTY COMMISSIONERS
Cr31n'lhy Commissioner's Of
Seminole County~ [.']or'ida
For t.he use al]d rcl. i~n<Je As auUhorized ~or execution by
of SeminoLe County only. the Board Of County Comi~-
Approved as to ~orm and ' ~, reg~ a' meetln~ ~'~
20 A1 z
].e~]al sufficiency, sloners at their
Cou ey
Art achments:
Sxhibi f. "A" - Pro~cct Description
EKhibit. "B" - Requost. For Funds Form
EXhibit. "C" - NaErat~ve E'rogress Report, Form
REQUEST FOR FUNDS
SEMINOL~ ~OUN~Y TOURISM DEVELOPMENT
PROJ
ORGAN 1 ZAT I ON
ADDRESS
CONTACT PER.~K)N TELEPHONE..
REQUEST PERIOD FROM TO
E~:QtIRST NUMBER
( } IN']'KR]'M REPORT ( ) FINAL KEPORT
TOTAL CONTRACT AMOUNT $ ....
SETOFF; FUNDS RECEIVED FROM REIMBURSEMENT REQUEFI'b;D
OTHER SOURCES
TOTES
NOTE: ~rnishing false info~tion my constitute a violation of
applic~le State ~d F~eral laws.
CZRTZFI~TION OF [IECI~ O~ICER; I certify that ~e ~ove
infomation is correct based on our official accounting syst~ and
records. Consistently a~plied ~d maintained ~d that the costs sho~
have been ~ae for the pu~ose of an in accor~ue with, ~e terns of
~e ~ontract, The f~ds re~ested are for rei~s~ent of actual costs
~de during ~is time period.
S I GNATURE
TITLE
INSTRUCTIONS FOR COMPLETING THE REQUEST FOR FUNDS FORM
FUNDS CAN ONLY BE PAID WHEN THIS FORM IS SUBMITTED ~,O the Seminole
County Teur.[sm Deve]opment Depe~rLment an~ it. is completed correct.]y
requ~r'{.~d documentat],on attached. AlLow ;3t lease 30 clays for
If tbi~ C~r'm is not completed cor'rectly ~r~<J/c)r' required documc~nl.al.~on
not attached, pa~ent will De dcl~yed or denied.
PRO~CT ~: The name of i. he pro~ect (or' which your
organi zatj on is requesk } ~]g rei~ursement (
applicable) .
ORG~I~TION: You r' organizot ~ cm name.
~D~SS: The addrcs~ Uhe payment. check should be
sent.
CONTACT PEBON: The person who ~s responsible for the request.
TE~PHO~ ~ER: 'l'}mw r~u~er o[ l.he contact }~crson.
~Q~ST PERIOD: Beginning and endinq. date of the fewest pcrjoch
co~CT EBT: The tol.ai ot the c:c~ntn'ac~ with Seminole
~Q~ST ~: The seque~l. Lal nun~er o[ Lhis request,
INTERIM/FIN~: Indica[.e what tY[~ o[' request th~
MI~SM~: The amount you are requcst~r~g for
pa~eI~t.
SETOFF: The amoun[. ot monies received fo'c the project from
fu~Lng sourc~.~s ol.heE th~m th~ COUNTY.
Enter' ~iotal fo~' ~,~ch column.
CERTIFICATION: Type in name, ~.Ltle and dake the certi[y[ng
0~ficcr ef your org;~r~ization sigr~s neques~.
EXHIBIT "C"
NARRATIV~ PROGRESS REPORT
SEMINOLE COUNTY TOURISM DEVELOPMENT
1230 DougXas Avenue, Suite 116
Longwood, Florida 32779
KEPORT PERIOD FROM TO
ORGANIZATION NAME
EVENT NAMF:
ADDRESS
CONTACT PHONE ( )
I ) iNTER ~ M REPORT ( ) FTNAL REPORT
Please ~e.~crlbe below the st. atus of Vour project, including the.: fh~ai
completiou c~aLe. Use add.it~o;~al sheets, iF necessary.
PLease ind~cat. e the total expendituxes your organization plans to make
in Seminole [.:c~l~n~:y for this project.
Final Report. Only)
Please indic,3te the economic ~mpa<':u generated by ~.his project.
# el hote].~3 u.~ed
ot hotel room nights
{>f Duo-of-town participants
of out.-oi-town f~ns
ef ou~...e~-town mcd~a
INSTRUCTIONS FOR CC~PLETING NARRATXrVE PROGRESS REPORTS
A Narrative Prog~'es$ P, epor'[. i$ to be ~ub~ittcd to the Tour'ism
Development o Efice alonc~ with your request(s) fc~r payment. T~is re[~ort
is considered an "inter'ira report" when it accom)3;3nLes {u~y paym~n[.
request oth~r ~hor~ the fin0] =equesU. If the first request the [~nal
request (i .e-, o~e and the :~amc), then that requ~esn is Considered
"Fin~t" and the Narra~iw~ Progress [{epor,. would be considered a '~F]r~aL
Report," to ~ccom~.~any th~ Zin~.~l request for pa~nt.
The Narr'ative Progress R{~port should be completed as fo] lows:
REPORTING PERIOD: Indicate [.he period the repor'h covers.
( ) INTERIM ( ) F ['NAL Ind~ care what reKmr't you (m r'e
submitt~ ng.
Answer the ques{.ions as completely as possible. For an ~n[zerim ~-eport,
use projections. For a tin{~l re;)ofn, please use actual fiblures.
Please ca] ] the '['ouri~m Dev~lopmen[~ Off~ce if you hav~ any questions in
completir~g the report. It is important these reports be submitted in a
timely manner in order thnl. progress reports can b{e made [.o th~ Tour~sm
Development Council,
2
DISCLOSURE LETTER OF FIRST UNION NATIONAL BANK
The undersigned, as Purchaser, proposes to negotiate with the City of Sanford, Florida (the
"Issuer") for the private sale of $1,750,000 principal amount of its Special Facility Revenue Bonds,
Series 2000 (the "Series 2000 Bonds"). Prior to the award of the Series 2000 Bonds, the following
information is hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to be
incurred by First Union National Bank (the "Purchaser") in connection with the issuance of the Series
2000 Bonds:
Legal Fees: $2,000.00
2. (a) No other fee, bonus or other compensation is estimated to be paid by the
Purchaser in connection with the issuance of the Series 2000 Bonds to any person not regularly
employed or retained by the Purchaser (including any "finder" as defined in Section 218.386(1)(a),
Florida Statutes), except as specifically enumerated as expenses to be incurred by the Purchaser, as
set forth in paragraph (1) above.
(b) No person has entered into an understanding with the Purchaser, or to the
knowledge of the Purchaser, with the Issuer, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the
Issuer and the Purchaser or to exercise or attempt to exercise any influence to effect any transaction
in the purchase of the Series 2000 Bonds.
3. The amount of the spread expected to be realized by the Purchaser is $0.
4. The Management Fee to be charged by the Purchaser is $0.
5. Truth-in-Bonding Statement:
The Series 2000 Bonds are being issued to finance the construction of certain capital
improvements including, but not limited to the rehabilitation ofbasebalI stadium.
This debt is expected to be repaid over a period often (I0) years. At an interest rate equal
to 5.60%, total interest paid over the life of the Series 2000 Bonds will be $728,770.
The Series 2000 Bonds will be payable solely from Pledged Revenues as described in a
resolution of the Issuer adopted on June 26, 2000 (the "Resolution"). See the Resolution for
definitions of Pledged Revenues. Issuance of the Series 2000 Bonds will result in approximately
$929,280 annually of revenues of the Issuer not being available to finance the services of the Issuer
No. (a)
during the life of the Series 2000 Bonds.
6. The name and address of the Purchaser connected with the Series 2000 Bonds is as
follows:
First Union National Bank
One First Union Center, 7m Floor
Charlotte, North Carolina 28288
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statemere on behalf
of the Purchaser this 1 lth day of July, 2000.
FIRST UNION NATIONAL BANK
By: .~~
Na e:,'ler c
Title: ViCe P/CJ;dt'r~Tt'
PURCHASER'S CERTIFICATE
This is to certify that First Union National Bank (the "Purchaser") has conducted its own
investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs
or conditions (either financial or otherwise) of the City of Sanford, Florida (the "Issuer") in
connection with the issuance of the Issuer's Special Facility Revenue Bonds, Series 2000 (the "Series
2000 Bonds"), dated July 11, 2000, and no inference should be drawn that the Purchaser, in the
acceptance of said Series 2000 Bonds, is relying on Bond Counsel or Issuer's Counsel as to any such
matters other than the legal opinion rendered by Bond Counsel, Bryant, Miller and Olive, P.A. and
by Issuer's Counsel, Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A. Any capitalized
undefined terms used herein not otherwise defined shall have the meaning set forth in a resolution
adopted by the Issuer on June 26, 2000 (the "Resolution").
We are aware that investment in the Bonds involves various risks, that the Series 2000 Bonds
are not a general obligation of the Issuer or payable from ad valorera tax revenues, that the payment
of the Series 2000 Bonds is secured solely from the sources described in the Resolution (the "Bond
Security").
We have made such independent investigation of the Bond Security as we, in the exercise of
sound business judgment, consider to be appropriate under the circumstances.
We have knowledge and experience in financial and business matters and are capable of
evaluating the merits and risks of our investment in the Series 2000 Bonds and can bear the economic
risk of our investment in the Bonds.
We acknowledge and understand that the Kesolution is not being qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the
exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1),
Florida Statutes, as amended, and/or Section 517.061(7), Florida Statutes, as amended, and that
neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such
registration or qualification.
We are not acting as a broker or other intermediary, and are purchasing the Series 2000
Bonds as an investment for our own account and not with a present view to a resale or other
distribution to the publ!c.
We are a national bank or qualified institutional buyer as contemplated by Section 517.061(7),
Florida Statutes, as amended. We are not purchasing the Series 2000 Bonds for the direct or indirect
promotion of any scheme or enterprise with the intent of violating or evading any provision of
Chapter 517, Florida Statutes, as amended.
No. 11 (b)
DATED this 1 lth day of July, 2000.
FIRST UNION NATIONAL BANK
By:
No. R-] $1.750.000
UNITED STATES OE AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CH'Y OF SANFORD
SPECIAI, FACILITIES REVENUE BONDS
SERIES 2000
MATURITY DATE: INTEREST RATE: FIATED DATE:
September 30, 2009 5.60% l'uly I 1, 2000
REGISTERED OWNER: FIRST UNION BANK
PP-./NCIPAL PdMO[r/'xlT: ONE FIFTY THOUSAND
DOLI,A.R:
KNOW ALL MEN BY the City o1.' Sanford, Florida (hereina~rer
called "City"). for value pay to the order of the Registered Owner
identified above. or registered on the Maturity Date identified abtwe,
upon the I: : office of the Paying Agent, initially the Finance
Director, City of Sanford, 300 No Sanibrd, Florida, I.Yom the revelmet hereinafter
mentioned. the Principal Amount coin or currency el' the United States of
America which on the date of payment thereof is legal tender fi.~r the payment of public and private
debts, and to pay, solely from said sources, to the Registered Owner hereof by wire transfer or by
check or draft mailed to the Registered owner at his address as it appears on the Bond registration
books of the City on tile 15u~ day of the calendar month preceding the interest paymere date, interest
on the principal sum advanced at the Interest Rate per annum set R~rth above, calculated on the basis
of a 360 day year on each March 3 ist and Septcruller 30th commencing September 30. 2000 ti'om
the interest payment dare next preceding the date of registration and authentication of this Bond,
unless tiffs Bond is registered and attthcmicated as of an interest payment date, in wbich case it shall
bear interest li'om said interest payment date, or unless this Bond is registered and attthenlicated prior
to September 30. 2000 in wbich event this Bond shall beat' interest from July t 1, 2000. The interest
rate oi~ this Bt)nd sitall be subject to adjusmmnt ill certain events as more particuiarly set tbrtb ot~
Sclnedule I attached hereto and incorporated herein by retirenee.
Notwithstanding the foregoing, lbr so long as this Bond is owned by First Union Natiol~al
Bank and its successt~rs and assigns (the "Batik"), the principal el; redemption price, if any and
interest on this Bond shall be payable m the Bank on the respective paymcnls dates at such address
as is provided by the flank in writing t,~ tlie City without presentatiun o[' this Bond
P~elofP~e8
The Bonds of this issue shall be subject to redemption prior to their maturity at the option of
the City i~ whole or in part. on any date prior to their maturity, at a redemption price eqm, I to the
principal amount thereof to b~ redeemed, wi~.hout premium, and with interest accrned until the date
of redemption. Notwithstanding the lbr~going, the 13ends may be subject to a Breakage Fee as
defined in the Resolution, if optionally redeemed.
Notice of optional redemption shall be given in the manner reqoired hy tile R. esolution
described below.
This Bond is one el' an authorized issue of Bonds in the aggregate princLpal amount of
$1~750,000 of like dat~ tenor arid e~et, except as to ~mber, principal amount, mat~lrity,
redemption provisions, and interest rate, issued to finance I i.~ition and construction of certain
capital improvements in ~ull compliance with of Florida,
including particularly Ctmpter 166, Part It, Florida ~ No. ] 847 duly adopted
by the City on .~une 26, 2000, (the "Resolution"), a terms and conditions of such
l{esolution.
This Bond is Resolution) solely from and secured
by an irrevocable pledge of the ~s made to the Resolution I.~n' a
definition and description of the Piede
H' the date lbr payment of the principal el: premium, if any, or interest on die Bonds is a
Saturday, Sunday or legal holiday or a day on which the banking institutions in the city where tile
corporate trust office of the paying agent is located are m,thorized by law {n' executive order to close,
then tire date for such payment will be tire next day which is not a Satnrday, Snnday or legal bc~lklay
or a day on which such banking institutions are authorized to close, and payment on such date will
have the same force and effect as it' made on the nominal date of payment.
This Bond does not constiLute a genera{ indebtedness of the City within the meaning of any
constitutional, statutory Or charter provision or limitation, and it is expressly agreed by the Holder
of this Bond that such Bondholder shall ztever have the right m require or compel the exercise of thc
ad valorera taxing power of tile City or taxation of any real or personal property therein lbr the
payment of the principal of and interest on this Bmtd or the ma:king of any oilier' paymenl s pruvidcd
for in the Resolution.
It is hereby certilied attd recited lhat all acts. conditions and things required to exist, to hapl~en
and to be perli~nned prec, edent to and in the issuance oFthis Bolrd exist, have happened and have been
pe$~i. mned in regular and due Form and lime as required by the laws and CoI~stitution of the State oF
Florida applicable thereto, and that lhe issuanc~ o1' the Bonds of this issue does not violale any
constitutional, statutory, Or charter limitation or provision.
[>age 2 o['Page 8
Thi.s Bond is and has all the qualities and incidents of a negotiable instrument under Article
8 of the Uniform Conlmerc[al Code, the State of FlOrida, Clmpter 678. Norida Statutes.
The transfer of this Bond is registerable by the Bondholder hereof in person or by his attorney
or legal representative at the principal office of the Registrar but only in the manner and subject to
the conditions provided in the Resolution and u of this Bond.
This Bond shall not be valid or become entitled to any benefit
or security under the Resolutior~ until it by the execution by the
Registrar
Page 3 {~fPage 8
1N WITNESS WIlEREel;, the City of Smttbrd, Hodda, has issued this BBnd and has caused
the same to be signed by the Mayor and countersigned and attested to by the City Clerk, (the
signatures of the Mayor and the City Clerk being authorized to be facsimiles of such officers'
signatures) and its seal or a fiesimile thereof to be affixed, impressed, imprinted, lithegraphed or
reproduced hereou, all as of the Dated Date.
CITY OF SANFORD, FLORIDA
(SEAL) ..
ATTI!STRD AND C(
Approvcd as to form and legal sufficiency:
'~_&~)
k,,__
Page 4 of Page 8
CEKTIMICATE OF AIJTHENTICAI'ION
This Bond is one of the Bonds issued under tile provisions of the witilia mentioned
Resolution.
City Clerk of the City of Sanford, Florida as Authenticating Agent
Date of Authentication:
Page 5 of Page 8
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto ............
(Please insert Social Security or other identifying number of transfeme)
the attached Bond of the City of Sanford. Florida, and does hereby'
constitute and appoint attorney, to transfer t ~e snd Bond on the books
kept for registration thereof, witt~ full power of substitutkm in the premises.
Date..
Signature Guaranteed by
[member firm ofthe:New York Stock
Exchange or a cot~unercial bank or a ,
trust company.]
By: ......
Title:~ NOTICE: No transfe,' will be registered and
no new Bonds will be issued in the name of Ihe
Transferee, unless the signature to this
assi~mm~t corresponds with the name as it
appears upon the t:ace of the within Boud in
every particul{~r, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Namber of the Transt:sree is
supplied.
Page 6 oft~age 8
SCHEDULE l
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
Adjnstment to luterest Rate
(a) Change in Maximum Corporate TaX.Rate, iftlmmaximmnt~deralcorpomteineome
tax rate for the highest level of income for taxpayers such as the Bank during a~y period in which
interest is accruing. shall be other than 35% (as currently l~rovided iu Section l l(b)(1)(D) of the
Internal Revenue Code of 1986. as amended), then the interest on the Bond during such period may
be modified, at the discretinn of rite Bank, by multiplying the interest on the I~,ond (as adjusted) by
a fraction qual to ( 1-A)/.65 wMre A ecluals the maximum marginal corporate income tax rate then
in ellYet.
(b) Other ,_Change in 'fax Laws. regulations are amended
to cause the interest ell the Bond to be or totally). to be subject to a
minimum tax or an alternative minimum' change lhe aller tax yield on the Bond
to the Bank (directly or indirectly. described in (a) above or because of a
Determination of Taxability) then ihe i shull be adjusted to cause the yield on the
Bond, after payment of an ' the yieht on tile Blind would have been in
tile absence of suc'a chaztge regulations.
The above adjustments shall be but in no event shall the interest on the Bond
exceed the lesser of the mrofimum permitted by law or the Taxable Rate set tBrth below. The above
adjustments to interest rate on the Bond shall be effective on the ell~ective' date of the applicable
change in the tax laws or regulations. All tax rates and interest rates expressed as annual rates.
However, proper palatial adjustrnem shall be tirade if/he tax law change is elI~:,ctive aaer the first day
of the Bank's tax year or if the interest on the Bond does not accrue for the entire lax year oF the
Bank
Taxable Rate
Notwithstanding the fbregoing, in the event of"l)etermilmtitm ol'Taxability' (as hereimlfler
defi.~cxt), this Bond shall bcar interest at the Taxable l~.atc of 8,50% (tl~e "Taxable Rate"), from and
after and retroactively to the date as of which such Determination of Taxability is made and the
Bondholder shall be entitled to sucl~ additional interest on this Bond. For purposes hereof;
"Dctcrmination of Taxability" means the circumstance el' the iracrest on the Bond becoming
indudahle R~r federal income purposes in the gross income of the 13at~k as a consequence of any act,
omission or event whatsoever and regardless of whether the same was withiI~ or beyond the cram'el
oi'thc City A l)etermil~ation ol'Taxability will be deemed to have occurreel tipon (i) the receipt by
the City or lhe Bank of an original or a copy of an lnternal Roycitric ScI'vice Technical Advice
Memcn'a~.dual or Statutory Notice of Deficiency which holds thal Iho interest on the Boi~d is
includable in the gross income eF the Bank; (ii) the issuance of any public or private ruling of the
Page 7 ~fPage 8
Internal Revenue Set,Ace that the interest on the Bond is includable in the gross income of the Bank;
or (iii) rgccipt by the City or Bank or ea~ opixfio,~ era Bond Counsel that the interest on the Bond has
become ineltmdal31o in the gross income of the Bat~ for federal in,~ome tax purposes. For all purposes
of this definition, a Determination orTaxability will be deemed to occur on the date as 0fwhich the
interest on the Bond is deemed inchedable in the 'neeme of the Bank.
In no event, however, shall interest be c n amount in excess of the maximum
interest rate pertfitted to be paid under ~
Page 8 of Page 8
a~aH
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as~ald
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11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY construction of capital improvements, includinq but not limited to rehabilitation of a baseball stadium
(2) SECONDARY
(3) OTHER(S)
B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING:
(1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL
AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED.
N/A
(2) REFUNDED DEBT HAS BEEN: RETIRED OR ~ DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY: __ YES __ NO
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? %
12. TYPE OF SALE: COMPETITIVE BID NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT
13. BASIS OF tNTEREST RATE CALCULATION, IE, INTEREST RATE USED TO STRUCTURE THE BOND ISSUE:
NET INTEREST COST RATE (NIC) 5.60 % TRUE INTEREST COST RATE (TIC) __%
CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI)
SPECIFY OTHER:
14. INSURANCE/ENHANCEMENTS: AGIC AMBAC CGIC CLIC FGIC FSA
__ HUD __ MBIA NGM LOC(LETTER OF CREDIT) SPECIFY OTHER:
X NOT INSURED
15. RATING(S): MOODY'S S & P __ FITCH __ DUFF & PHELPS SPECIFY OTHER:
X NOT RATED
16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
INFORMATION:
MATURITY DATES (MO/DAY/YR)
COUPON/INTEREST RATES
ANNUAL INTEREST PAYMENTS
PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY TERM AMORTIZATION
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: See attachment
18. PROVIDE THE NAME AND ADDRESS Of THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
First Union National Bank
One First Union Center, 7th Floor
Charlotte, North Carolina 28288-0612
2
19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
NO BOND COUNSEL X NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
BOND COUNSEL(S):
Bryant, Miller and Olive, P.A.
201 South Monroe Street, Suite 500
Tallahassee, Florida 32301
FINANCIAL ADVISOR(S)/CONSULTANT(S):
OTHER PROFESSIONALS:
20. PAYING AGENT: X NO PAYING AGENT
21. REGISTRAR: X NO REGISTRAR
22. COMMENTS:
PARTIll. RESPONDENTINFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title JoLinda Herrinq, Attorney Phone 850-222-8611
Company Bryant, Miller and Olive, P.A.
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (if different from above):
Name and Title Phone
Company
Date Report Submitted
BF2004-A and BF2004-B
NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT
THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION
243 PART II, FLORIDA STATUTES.
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY
SUCH UNDERWRITER OR CONSULTANT:
X NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED
(2) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED
(3) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE,
INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS.
NO FEES PAID BY 18SUER
(1) COMPANY NAME Bryant, Miller and Olive, P.A.
FEE PAID:$ 3,325 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME 8tenstrom, Mclntosh, Colbert, Whiaham & Simmons, P.A.
FEE PAID:$ 2,000 SERVICE PROVIDED or FUNCTION SERVED: City Attorney
(3) COMPANY NAME Roclers, Towers, Bailey, et aL
FEE PAID:$ 2,000 SERVICE PROVIDED or FUNCTION SERVED: Bank's Counsel
(4) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE 81GNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF
THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR
COORDINATING THE ISSUANCE OF THE BONDS: ~E~/~~ ~
NAME (Typed/Printed): Larry A. Dale SIGNATUR ~
TITLE: Mayor DATE: July
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $.__ PER THOUSAND PAR VALUE
OR
PRIVATE PLACEMENT FEE: $.__
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $. PER THOUSAND PAR VALUE
X NO GROSS SPREAD
PARTIV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS
PREPARED, TO:
Courier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance
State Board of Administration State Board of Administration
1801 Hermitage BIvd., Suite 200 P, O. Drawer 13300
TaIlahassee, FL 32308 Tallahassee, FL 32317-3300
Phone: 850/488-4782
FAX: 850/413-1315 REVISED Feb. 1996/bf0304/
CERTIFICATE RE INTEREST RATE
In accordance with the provisions of Section 215.84(3), Florida Statutes, as amended, the
undersigned official of the City of Sanford, Florida, DOES HEREBY CERTIFY that as of the
date hereof, the rate of interest on the Bonds described below is a fixed rate of interest that does
not on July 11, 2000 exceed an average net interest cost rate, computed by adding 300 basis points
to The Bond Buyer "20 Bond Index" published immediately preceding the first day of the calendar
month in which the bonds are sold.
$1,750,000 City of Sanford, Florida Special Facility Revenue Bonds, Series 2000,
consisting of one fully registered Bond dated July 11, 2000, bearing interest at the
rate of 5.60% and maturing on September 30, 2009.
Executed this llth day of July, 2000.
CITY OF SANFORD, FLORIDA
Finance Director
No. 15
NON-REBATE CERTIFICATE
Bryant, Miller and 0live, P.A.
Tallahassee, Florida
The undersigned Mayor and City Clerk of the City of Sanford, Florida (the "Issuer") do
hereby cerdfy on behalf of the Issuer in connection with the issuance by the Issuer of its $1,750,000
City of Sanford, Florida, Special Facility Revenue Bonds, Series 2000 (the "Bonds"), as follows:
1. The Issuer is a municipal corporation of the State of Florida, and pursuant to the
Constitution and Statutes of the State of Florida has the authority to impose taxes of a general nature
within its boundaries.
2. All of the proceeds of the Bonds are being used to (i) construct certain capital
improvements within the City of Sanford, Florida, including but not limited to rehabilitation of a
baseball stadium (the "Project"), and (ii) pay costs of issuing the Bonds, and none of the proceeds of
the Bonds are being used for any private business use. No proceeds of the Bonds are being loaned
directly or indirectly to any entity other than the Issuer.
3. We have reviewed financial information of the Issuer and have determined that the
aggregate face amount of all currently outstanding "tax-exempt" bonds or other "tax-exempt"
obligations (other than private activity bonds as defined in Section 141(a) of the Intemal Revenue
Code of 1986, as amended), including the Bonds, issued by the Issuer (and any subordinate entities
thereof and any issuer of "tax-exempt" debt that issues "on behalf of' the Issuer) during calendar year
2000 does not exceed $5,000,000. The Issuer does not plan during calendar year 2000 to issue in
excess of $5,000,000 of tax-exempt debt.
EXECUTED this 1 lth day of July, 2000.
CITY OF SANFORD, FLORIDA
No. 16
ELECTION LETTER - RE COST OF CARRY ON NOTE
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
The undersigned Mayor and City Clerk of the City of Sanford, Florida (the "Issuer") hereby
certify on behalf of the Issuer in connection with the issuance by the Issuer of its $1,750,000 Special
Facility Kevenue Bonds, Series 2000 (the "Bonds"), as follows:
1. All of the proceeds of the Bonds are being used to (i) construct certain capital
improvements within the City of Sanford, Florida, including but not limited to rehabilkation of a
baseball stadium (the "Project") and (ii) pay costs of issuing the Bonds, and none of the proceeds of
the Bonds are being used for any private business use. No proceeds of the Bonds are being used for
any private business use and no proceeds of the Bonds are being loaned directly or indirectly to any
entity other than the Issuer.
2. I have reviewed financial information of the Issuer and have determined that the aggregate
face amount of all currently outstanding "tax-exempt" bonds or other "tax-exempt" obligations (other
than private activity bonds as defined in Section 141(a) of the Internal Revenue Code of 1986, as
amended), including the Bonds, issued by the Issuer (and any subordinate entities thereof and any
issuer of'~tax-exempt'' debt that issues "on behalf off the Issuer) during calendar year 2000 does not
exceed $10,000,000. The Issuer does not plan during calendar year 2000 to issue in excess of
$10,000,000 of tax-exempt debt.
3. The Issuer hereby designates the Bonds as qualified tax-exempt obligations within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
EXECUTED this 1 lth day of July, 2000.
CITY OF SANFORD, FLORIDA
No. 17