732-Stormwater System Bonds $4,200,000
CITY OF SANFORD, FLORIDA
STORMWATER SYSTEM REVENUE BONDS
SERIES 1998
CLOSING DOCUMENTS
l. 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. Certifxcate 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. 1801 adopted on October 26, 1998, authorizing and awarding the Bonds
10. (a) Disclosure Letter of First Union National Bank
(b) Certificate of First Union National Bank
11. Specimen Bond
12. IRS Form 8038-G
13. (a) Notice of Sale to Division of Bond Finance
(b) Bond Finance Forms 2003 and 2004-B
14. Certificate re Interest Rate
15. Non-Rebate Certificate
16. 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) Squire, Sanders & Dempsey
2
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(850) 222-8611
FAX: (850) 224-1544
(850) 224-0044
Barnett Plaza, Suite 1265 (850) 222-8969
lO1 East Kennedy Boulevard 430 Margate
Tampa, Florida 33602 E-mail address Atlaraa, Georgia 30328
(813) 273-8677 @bmolaw.com (770) 399-77~0
November 4, 1998
City Commission
City of Sanf0rd
Sanford, Florida
First Union National Bank
Boca Raton, Florida
NOT TO EXCEED
$4,200,000
CITY OF SANFORD, FLORIDA
STORMWATER SYSTEM REVENUE BONDS
SERIES 1998
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the City of Sanford,
Florida (the "Issuer") of its not to exceed $4,200,000 Stormwater System Revenue Bonds, Series
1998 (the "Bonds"), pursuant to the Constitution and laws of the State of Florida, Chapter 166,
Part II, Florida Statutes, as mended, and other applicable provisions of law, and Resolution No.
1801 duly adopted by the City Commission of the Issuer on October 26, 1998 (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 fumished to us, without undertaking to verify the same by independent investiga-
tion. 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, 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.
City Commission
First Union National Bank
November 4, 1998
Page 2
In rendering this opinion, we have examined and relied upon the opinion of even date
herewith of Stenstmm, 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 Net Revenues, all 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 right 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 enfomeable 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 Intemal Revenue Code of 1986, as amended (the "Code"), establishes certain
requirements which must be met subsequent 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.
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
City Commission
First Union National Bank
November 4, 1998
Page 3
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 "qualitied 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 October 26, 1998.
It is to be understood that the rights of the owners of the Bonds and the enfomeability
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.
November 4, 1998
City Commission
City of Sanford
Sanford, Florida
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
First Union National Bank
Boca Raton, Florida
Ladies and Gentlemen:
I have acted as counsel to the City of Sanford, Florida (the "Issuer") in connection with the
authorization, sale and delivery of its principal amount of not to exceed $4,200,000.00
Stormwater System Revenue Bonds, Series 1998 (the "Bonds") authorized by Resolution No. 1801
duly adopted by the City Commission of the Issuer on October 26, 1998 (the "Resolution"). The
Bonds are payable solely from and secured by the Net 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 right 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.
City Commission
Bryant, Miller & Olive, P.A.
First Union National Bank
November 4, 1998
Page 2
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 perform its obligations under the Bonds and under the
Resolution and to consummate the transactions contemplated by such instruments.
2. The Resolution and the Bonds have been duly authorized, 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 enactment of the Resolution, and the
authorization, execution and delivery of the Bonds, 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 of 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 lssuer, or under the terms of any law, administration 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 governmental 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
have been obtained and are in full force and effect.
5. The Issuer is lawfully empowered to pledge, and grant a lien on, the Net Revenues
for payment of the principal of and interest on the Bonds as the same becomes due and payable.
It is 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.
City Commission
Bryant, Miller & Olive, P,A.
First Union National Bank
November 4, 1998
Page 3
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 Bon~ts 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.
Respectfully submitted,
STENSTROM, MclNTOSH, COLBERT,
WHIGHAM & SIMMONS, P.A.
f:\files\98\sanforcl~letters\bonci opinin:nah
Not to Exceed $4,200,000
CITY OF SANFORD, FLORIDA
STORMWATER SYSTEM REVENUE BONDS, SERIES 1998
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 Sanford, Florida (the
"City"), being duly charged, with others, with the responsibility for issuing the City's not to exceed
$4,200,000 Stormwater System Revenue Bonds, Series 1998 (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 October 26, 1998 (the "Resolution"). The proceeds of the Bonds
will be used for the following purposes:
(a) to pay the costs of constructing, erecting and improving the stormwater system
(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 $4,200,000 of proceeds (the "Sale Proceeds") derived by the
City from the sale of the Bonds to First Union National Bank, Boca Raton, Florida (the
"Bank") are expected to be needed and fully expended as follows:
(i) $11,930 of said proceeds will be used to pay Issuance Expenses; and
(ii) $4,188,070 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 mount 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 hereo£ 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 percent of the proceeds of the Bonds will be invested in obligations
having a substantially guaranteed yield for 4 years or more.
5. The Resohflon provides that the City will deposit in the Sinking Fund prior to each
payment date Net Revenues of the Stormwater System sufficient to pay principal of and interest on
the Bonds. Other than the Sinking 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 Sinking Fund
will be used primarily to achieve a proper matching Net Revenues and debt service on the Bonds
within each Bond Year and mounts deposited thereto will be depleted at least once a year except
for any canyover mount 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 Sinking 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 mounts 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 mounts 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;
(O 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
mounts 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 mount 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 Sinking
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 $4,200,000. 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,
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 hereo£ The yield of the Bonds will be determined for each Computation
Period as required by Section 1.148-4(c) of the Regulations.
10. No portion of the proceeds of the Bonds will be used as a substitute for other moneys
of the City which 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 are 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 common 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 1998 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 1998.
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 will 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 morn 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) carded 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 nongovemmental 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 masonably 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 it 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]
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of November, 1998.
CITY OF SANFORD, FLORIDA
Finance Director
EXIqBIT A
November 4,1998
Mayor and City Commission
City of Sanford, Florida
Re: Not to exceed $4,200,000 City of Sanford, Florida
Stormwater System Revenue Bonds, Series 1998
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
CERTIFICATE OF DELIVERY AND PAYMENT
I, the undersigned officer of the City of Sanford, Florida (the "City"), DO HEREBY
CERTIFY that on the 4th day of November, 1998, I delivered to First Union National Bank (the
"Purchaser"), the following described obligation of the City:
Not to exceed $4,200,000 City of Sanford, Florida Stormwater System Revenue
Bonds, Series 1998, consisting of one fully registered Bond dated November 4,
1998, bearing interest at the rate of 4.45% and maturing on September 30, 2013.
We received as of this date, on behalf of the City, from the Purchaser, $3,653,500 as
payment for the above-described Bonds. The remaining $546,500 will be advanced as provided
in such Bonds.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
November, 1998.
CITY OF SANFORD, FLORIDA
'(~EAL).
,
No. 4
RECEIPT FOR BOND
RECEIPT IS HEREBY ACKNOWLEDGED of the following described obligation of the
City of Sanford, Florida:
Not to exceed $4,200,000 City of Sanford, Florida Stormwater System Revenue
Bonds, Series 1998, consisting of one fully registered Bond dated November 4,
1998, beating interest at the rate of 4.45% and maturing on September 30, 2013.
Dated this 4th day of November, 1998.
FIRST UNION NATIONAL BANK
By: ~'
Title:
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, Stormwater System Revenue Bonds, Series 1998 (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 should not be taken by the City Commission or should 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 after 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 eontractuai relationship with
any business entity which is purchasing the Bonds from the Issuer.
1N WITNESS WHEREOF, we have hereunto a~xed our official signatures as of the 4th day
of November, 1998,
No. 6
CERTIFICATE OF CITY AS TO
SIGNATURES, NO LITIGATION AND OTHER MATTERS
The undersigned, Larry A. Dale, Mayor and Cynthia Porter, Deputy Clerk of the City of
Sanford, Florida (the "City"), in connection with the issuance this day by the City of the following
described Bonds:
Not to exceed $4,200,000 City of Sanford, Florida Stormwater System Revenue
Bonds, Series 1998, consisting of one fully registered Bond dated November 4,
1998, bearing interest at the rate of 4.45% and maturing on September 30, 2013.
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, Boca Raton, Florida.
"Bonds" means the City's Stormwater System Revenue Bonds, Series 1998 dated
November 4, 1998.
"Resolution" means Resolution No. 1801 duly adopted by the City Commission of the City
on October 26, 1998.
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 affecting the validity of the Bonds, the
Resolution 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
No. 7
the authorization, sale, execution, issuance or delivery of the Bonds, or (iv) questioning or
affecting the organizafton 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.
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 Deputy
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 4th day of November, 1998.
SIGNATURE OFFICIAL TITLE
//~-~'~~ Mayor
City of Sanford, Florida
CAJ'I,~42~ 0:P&~'L, Deputy City Clerk
City of Sanford, Florida
..... 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 March, 2001
Commissioner Whitey Eckstein March, 1999
Commissioner Brady Lessard March, 2001
Commissioner Kerry D. Lyons March, 1999
Commissioner Velma H. Williams March, 2001
Finance Director Donna Watt At the pleasure
of the Commission
City Clerk Janet R. Dougherty At the pleasure
of the Commission
City Attomey William Colbert 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 4th day of November, 1998.
CITY OF SANFORD, FLORIDA
. -.~ 2_...~
(SEAL) l. By: ~
D
, ...,~
No. 8
CERTIFICATE
I, Cynthia Porter, Acting City Clerk of the City of
Sanford, Florida, do hereby certify that the foregoing is a true
and correct copy of RESOLUTION NO. 98-1801, PASSED and~UDOPTED by
the City Commission of the City of Sanford, Florida, on the 26th
day of October, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and the
official seal of the City of Sanford, Florida, this 3rd day of
November, 1998,
As th~AA~ting City Clerk of the
City of Sanford, Florida
· Sox, UTXON NO.
A RESOLUTION PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF IMPROVEMENTS TO
THE ~TORMWATER UTILITY SYSTEM OF THE CITY OF
SANFORD, FLORIDA; ALrfHORIZING THE ISSUANCE OF NOT
EXCEEDING $4,200,000 STORMWATER SYSTEM REVENUE
BONDS TO FINANCE A PORTION OF THE COST THEREOF;
PLEDGING A SENIOR LIEN ON THE NET REVENUES OF
SAID SYSTEM TO SECURE THE PAYMENT TI-IF.~OF;
PROVIDING FOR A NEGOTIATED SALE TO FIRST UNION
NATIONAL BANK; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF SUCH BONDS; PROVIDING CERTAIN OTHER
MATI'ERS IN CONNECTION THEREWITH AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SANFORD,
FLORIDA, as follows:
AKTICLE I'
1.01. AuthofityforthisKesolution. This Kesolution is adopted pursuant to the provisions
of the Constitution of Florida, the Charter of the City of Sanford, Florida; Chapter 166, Part II,
Florida Statutes, and other applicable provisions. of law (collectively, the "Act").
1.02. Findings. It is hereby found and determined that:
(A) For the benefit of its inhabitants, the City of Sanford (hereinafter sometimes called the ..
"Issuer") finds, determines and declares that it is necessary for the continued preservation of the
health, welfare, convenience and safety of th~ Issuer and its inhabitants to construct improvements
to the stormwater system of the Issuer (the "Project") in accordance with Certain plans and
specifications now On file or to be filed ~ith the City Clerk of the Issuer (the "Clerk'!). Issuanco~of
the Series 1998 Bonds to finance the Project satisfies a paramount public purpose.
)
-, " (B) The Net Revenues, heroin defined, to be derived annually from the rates, rentals, fees and
other charges made and ~ollected for the services and facilities of the System, all as heroin defined;
will be sufficient to pay the principal and interest on the Bonds heroin authorized, as the same
become' due and to make all required deposits required by this Resolution. The Net Revenues are 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 heroin set forth to be performed by
the Issues 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 amj other, except as heroinafter provided.
(D) The Issuer is not, under this Resolution, obligated to levy any taxes on any real or
~) personal property to pay the principal of or interest on the Bonds hereinafter authorized, or to pay
the oost of m~intaining, repairing and operating the System. The Bonds issued pursuant to this
Kasolufion shall not constitute a lien upon the System or any other property of the Issuer or situated
within its corporate limits, except the Net R. evenues of the System in the manner provided heroin.
(E) Due to the present instability in the market for revenue obligations, the critical importance
of the timing of the sale of the Series 1998 Bonds and due to the willingness of the First Union
National Bank to purchase the Series 1998 Bonds at rates favorable to the Issuer, it is hereby
determined that it is in the best interest of the public and the Issuer to sell the Series 1998 Bonds at
a negotiated-sale,
2
(F) The Issuer has received an offer from the Bank to purchase the Series 1998 Bonds,
subject to the terms and conditions set forth in the Bank' s Commitment (the "Commitment") dated
October 8, 1998, 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 Series 1998
Bonds pursuant to Section 3.04CrI) hereof.
"Bank" shall mean First Union National Bank, its successors and assigns, as the original
purchaser of the Series 1998 Bonds.
"Bond Registrar" shall mean the Clerk.
"Bond Sen, ice ll. equirament" 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 .IM(H) 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.
"Breakage Fee" shall mean the Present Value of ((A-B)xC) + LIBOK Breakage, where: _
.~ " 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 Maturity Date as
reported by the Wall Street Journal (or other published source) on the date the
Interst Rate of this Note was set (''Lock in Date"), plus (ii) the corresponding
swap spread of Benk on the Lock in Date for a fixed rate payor to pay bank
: the fixed rate side of an interest rate swap of that maturity, plus (iii) .25%.
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 ciosest to the Maturity Date as
reported by the Wall Street Ioumal (or other published source) on the Break
Date, plus (ii) the corresponding swap spread that Bank determines another
swap dealer would quote to Bank on the Break Date for paying to Bank the
fixed rate side of an interest rate swap of the maturity.
C-- The sum of the products of (i) each Affected Principal Amount for each
Affected Principal Period, times (ii) the number of days in that Affected
Principal Period divided by 360 (if this Note uses the ActuaY360'
Computation) or the actual number of days in the year (if this Note uses the
Actual/Actual Computation).
"Affected Principal Amount" for an Affected Principal Period
is the principal mount of this Note scheduled to be outstanding
~ during that affected Principal Period determined as of the relevant
· Break Date before giving effect to the Break Event on that Break
Date, and for any prepayment, multiplying each such principal mount
times the Prepayment Fraction.
"Affected Principal Period" is each period ~om and including
a Scheduled Due Date to but excluding the next succeeding Scheduled
Due Date, provided that the first such period ~hall begin on and
includes the Break Date.
"LIBOR Breakage" is any additional loss, cost or expense that
Bank may incur with respect to any hedge for the fixed rate of the
Bonds based on the difference between the London interbank offered
rate (for U.S. dollar deposits of the relevant maturity) available in the
London interbank market at the begi~'nning of the interest period hi
which the Break Date occurs and that which is available in that market
on the Break Date.
"Maturity Date" is the date on which the final payment of
principal of the Bonds would, but for any Break Event, have become
due.
4
"Prepaymeut Fraction" is a fraction equal to the principal
amount being prepaid over the principal mount of the Bonds
outstanding immediately prior to that prepayment on the Break Date.
"Present Value" is determined as of the Break date using
above as the discount rate.
For each date on which a Break Event occurs ("Break Date"), a Breakage Fee
shall be due only if the rate under "A" exceeds the rate under "B".
In addition, a Break Event shall be deemed to occur hereunder if, on any date
("Borrowing Date") after the date hereof but prior to any acceleration of the Bonds,
any advance of principal under the Bonds is scheduled to be made and that advance
fails to be made on that Borrowing Date (whether due to Issuer's default, Issuer's
failure to borrow, the termination of any loan commitment, any unsatis~ed condition
precedent, or otherwise), in which case that Borrowing Date shall be a Break Date:
the Affected Principal Amount for that Break Event shall be based on the mount of
the failed advance, and the Issuer shall on demand pay to the Bank any Breakage Fee
due hereunder for that Break Event.
Breakage Fees are payable as liquidated damages, are a reasonable pre-
estimate of the losses, costs and expenses Bank would incur in the event of any
prepayment or acceleration of the Bonds, are not a penalty, will not require claim for,
or proof of; actual damages, and Bank's determination thereof shall be conclusive and
binding in the absence of manifest error. For any Break Event hereunder, the.
foregoing Breakage Fee provisions supersede any breakage compensation agreement
that the Issuer and Bank may have executed with respect to the Bonds.
"Clerk" shall mean the City Clerk of the Issuer.
"Fiscal Year" shall mean the period commencing on October 1st of each year and continuing
to and including the succeeding September 30th.
"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 are not
redeemable prior to maturity at the option of the obligor.
.) 5
i "Gross Revenues" or "Revenues" shall mean all moneys received from rates, fees, rentals or
other charges or income received by the Issuer or accruing to it in the management and operation of
the System, all calculdted in accordance with sound accounting practice.
i'Holder" or "holder of Bonds,, or "owner" or "owner of Bonds,, or any similar term shall mean
any person who shall be the registered owner of any Bonds.
"Maximum Bond Service Requirement" shall mean, as of a particular date of calculation, the
greatest amount of Bond Service Requirement for the then current or any fi~ture Bond Year.
"Mayor" shall mean the Mayor of the Issuer.
"Net Revenues" shall mean the Gross Revenues thereof after deducting therefrom 6ily the
Operating Expenses of the same.
"Operating Expenses" shall mean all current expenses, paid or acereed, for the operation,
.) maintenance and repair of the System and its facilities, as calculated in accordance with sound
accounting practice, and shall include, without limiting the generality of the foregoing, insurance
premiums, administrative expenses of the Issuer related solely to the S ystenx. labor, cost of materials
and supplies used for current operation. "Operating Expenses" shall not include any allowance for
depreciation or for renewals or replacements of capital assets of the System.
"Paying Agent" shall mean the Clerk
"Prime Rate" means 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 ctn~ed 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.
6
" "Subordinate Debt" shall mean any indebtedness of the Issuer with a lien on Net Revenues
subordinate and inferior to that of the holders of the Bonds.
"System" shall mean the complete stormwater system owned, operated and maintained by the
Issuer, t'~gether with the Project, and any and all improveraents, extensions and additions thereto.
1.04. Construction of Project Authorized. The Issuer is hereby authorized to construct the
Project as defined in Section 1.02(A) above.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF REVENUE BONDS
2.01. Authorization of l~evenue Bonds. Subject and pursuant to the provisions of this
Kesulution obligations of the Issuer to be known as uCity of Sanford, Florida, Stormwater System
Kevenue Bonds" (heroinafter sometimes referred to as the "Series 1998 Bonds") are hereby
authorized to be issued in an aggregate principai mount not exceeding Four Ivlillion Two Hundred
Thousand Dollars ($4,200,000) for the purpose of providing funds to pay a pan 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
4.45% payable semiannually on March 31 st and September 30'~, commencing March 31, 1999; shall
mature. no later than September 30, 2013; and subject to redemption at the option of the Issuer, as
set forth in the Commitment; however, ifredecraed p~or to maturity, the Issuer may incur a Breakage
Fee.
2.03. Method of Pa.vment, Both the principal of and interest on the Bonds shall be payable
in lawful money of the United Stales of America, except that 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 Registsar 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 principai of the Bond is payable upon the
presentation and ~surrender. thereoE at, the .principal office, of the .Paying .Agent .........
8
Notwithstanding the foregoing for so long as the Bonds are owned by the Bank, the principal
ot~ 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 respe.~v6
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 her~under.
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 my 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 behaff ofthe Issuer by such person who
at the actual time 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 Issuer may adopt and use for such purposes the facsimile signatures of any such
persons who shall have held such offices at any time ai:[er the date of adoption of this Resolution
9
-,, 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. Nego~ability and Registration. The Bonds shall be and shall have all of the qualifies
and inci~ients of negotiable instmmants under the Uniform Commercial 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 agreed that such Bonds shall be and have all of the qualities and
incidents of negotiable instnanents.
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 RegisWar. No transfer of the Bonds shall 6e 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 fffieen (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 redemptiom 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 Bond and the interest on any Bond shall be made only to or upon the order of
the registered owner thereef 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, SWlen or Lost. In case any Bond shall be mutilated, or
be destroyed, stolen or lost, the Issuer 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
) 10
-, mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the holder
,)
furnishing to the Issuer proof of his ownership thereof and satisfactory indemnity and complying with
such other reasonabl~ regulations and conditions as the Issuer 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 lssuer 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 payment from the funds, as hereinafter
pledged, to the sam6 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 my be necessary and deskable
and approved by the Mayor prior to the issuance thereof(which approval my be presumed by his
execution of the Bonds and the Issuer's delivery of the Bonds to the purchasers thereof).
'.. ARTICLE III
, )
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
~.01. Bonds Not to be Indebtedness oflssuer. 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 Net Revenues of the System of the
Issuer, senior to the lien thereon of the Subordinate Debt. No holder of any Bond issued hereunder
shall ever have the right to compel the exercise of any ad valorera taxing power, to pay such Bond,
the cost of operating and maintaining the System, or be entitled to payment of such Bond from any
funds of the Issuer except from the Net Revenues derived from the operation of the System in the
manner provided herein.
3.02. Bonds Secured by Pledge of Net Revenues. 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 Net Revenues, derived from the operation of the System, as now or hereafter constituted,
senior to the lien thereon of the Subordinate Debt. The Issuer does hereby irrevocably pledge such
funds to the payment of the principal of and imerest on the Bonds issued pursuant to this Resolution,
and m the payment therefrom into the Sinking 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 Net Revenues shall immediately be subject to the lien of this pledge without
any 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.
3.03. Application of Bond Proceeds. The Issuer hereby covenants that it will establish an
account (the "Construction Account") into which shall be deposited the proceeds from the sale of the
Series 1998 Bonds herein authorized (except such portion thereof as shall be necessaW to pay interest
on the Series 1998 Bonds during the construction of the Project, which shall be deposited to the
Sinking Fund) required to assure payment in full of the cost of the Project. Vf~thdrawals from the
Construction Account shall be made only for such purposes as shall have been previously specified
in the Project cost estimates, including legal and financial advisory fees and expenses.
The Issuer's share of any liquidated damages or other moneys paid by defaulting contractors
or their sureties, and all proceeds of insurance compensating for damages to the Project duiing the
· 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. Treasury Department 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 for the next 90 days, 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. The earnings
from any such investment shall be deposited in the Construction Account.
When'the censlxuction of the Project has been completed and all construedon costs have been
paid in full, all funds remaining in the Construction Account shall be deposited in the Sinking Fund
hereinafcer established, and the Construction Account shall be closed.
13
All moneys deposited in said Construction Account shall be and constitute a trust fund created
)
for the purposes stated, 'and there is hereby created a lien upon such fund in favor of the holders of
the Series 1998 Bonds until the moneys thereof shall have bean applied in accordance with this
Resolution.
3.04. Covenants of the Issuer. 80 long as any of the principal of or interest on any of the
Bonds shall be outstanding and unpaid, or until there shall have bean set apart in the SinIcing 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) Annual Budget of Operating Expenses. The Issuer covenants and agrees that on or
before the date of completion of censtruetion of the Project, or the date of delivery of the Bonds to
the purchasers thereof if the System shall then be revenue producing it will adopt a budget of
Operating Expenses for the System (the "Annual Budget") for the remainder of the then current Fiscal
Year and thereafter, on or before the first day of each Fiscal Year during which any of the Bonds are
outstanding it will adopt an An~l Budget of Operating Expenses for the ensuing Fiscal Year. The
Issuer covenants that the Operating Expenses incurred in any year will not exceed the reasonable and
necessary amounts required therefor, and that it will not expend any amount or incur any obligations
for operations, maintenance and repair in excess of the mount provided for Operating Expenses in
the Annual Budget, except upon resolution by its City Commission that such expenses are necessary
to operate and maintain the System.
(B) Revenue Fund. The Issuer will establish and hereby covenants and agrees to maintain
so long as any of the Bonds are Outstanding, a special fund known as the "City of Sanford
· .' 14
Stohnwater System Revenue Fund", hereinat~er called the "Revenue Fund". Into such Revenue Fund
the Issuer shall deposit promptly as received all Gross Revenues derived from the operation of the
System. The Revenue Fund shall be held by the Issuer and shall be expended and used only in the
manner lind order specified in paragraph (C) and 02)) of this Sec~don.
(C) Operation and Maintenance Fund. The Issuar will establish a special fund which is used
exclusively for the purpose of receiving funds to be transferred monthly by the Issuer from the
Revenue Fund for paying as they accrue, the Operating Expenses of the System pursuant to the
Annual Budget or pursuant to resolutions by its City Commission that such expenses are necessary
to operate and maintain the System as provided for in 3.04(A) above, known as the "City of ~anford
· Stormwater System Operation and Maintenance Fund." The Issuer shall transfer on or before the
15th day of each month from the Revenue Fund and depos. it to the credit of the Operation and Main-
tenance Fund a sum sufficient to pay the Operating Expenses of the System for the current month,
all in accordance with the Annual Budget or pursuant to resolutions as provided for herein. Any
balance remaining in the Operation and Maintenance Fund at the end of the Fiscal Year and not
required to pay costs incurred during said Fiscal Year shall be deposited promptly into the Revenue
Fund.
(D) Sinking Fund. The Issuetwill establish and hereby covenants and agrees to maintain so
long as any of the Bonds are outstanding, a special fund or funds, collectively called the "City of
Sanford Stormwater System Sinking Fund," hereinaRer called the HSinking Fund,H to be used
exclusively for the purposes herelnafter mentioned. After making the transfers required in paragraph
(C), the Issuer shall transfer on or before the 15th day of each month from the Revenue Fund and
deposit to the credit of the Sinking Fund the following mounts, in the following order:
15
.~. (1) Beginning on the 15th day of the month following delivery of the Bonds, an equal
pro rata sum sufficient to pay interest on the Bonds on the next ensuing interest payment date when
taking into consideration the months remaining until such interest payment date, and the funds on
deposit ~ the Sinking Fund for interest, if any. Thereafter, a sum equal to 1/6 of all interest becoming
due on the Bonds then Outstanding on the next semi-annual interest payment date, together with the
mount of any deficiency in prior deposits for interest; and
(2) Beginning on the 15th day ofthe month following delivery of the Bonds, an equal
pro rata sum sufficient to pay principal due on the next ensuing principal payment date when taking
into consideration the months remaining until such principal payment date, and the funds on~teposit
· in the Sinking Fund for principal, if any. Thereafter, a sum equal to 1/12 of the principal of the Bonds
maturing on the next succeeding principal payment date, together with the mount of any deficiency
.) in prior deposits for principal.
(E) Transfer of Excess Funds and Provisions for Deficiencies. The balance of any
moneys after the deposits required by this Resolution may be transferred to any appropriate fund or
account of the Issuer or may be used for any lawful purpose.
If at any time the funds on deposit in the Kevenue Fund shall be insufficient to make any
payment or deposit required by this Resolution, the Issuer covenants and agrees that it will make such
necessary deposit or payment from any other funds of the Issuer derived from sources other than ad
valorera taxation and which may be legally available for such purpose. Provided, however, this
covenant shall not be mad to prohibit the use of such funds for any municipal purpose of the Issuer.
Furthermore, this covenant shall not be deemed to be a pledge of or a lien on any legally available
funds of the Issuer, other than the Net Revenues of the System.
16
(F) Trust Funds· The funds and accounts created and established by this Resolution shall
constitute trust funds for the purpose provided herein for such funds. All of such funds, except as
hereinafter provided, shall be continuously secured hi the same manner as municipal deposits of funds
are required to be secured by the laws of the State of Florida. The moneys on deposit to the credit
of the Sinking Fund, Revenue Fund and Operation and Maintenance Fund my be so invested in such
obligations which shall mature not later than fifteen (15) days prior to the date on which such moneys
shall be needed to pay the principal of and interest on the Bonds in the manner herein provided or may
be invested in such other investments acceptable to the Bank. The securities so purchased as an
investment of funds shall be deemed at all times to be a part of the account from which ihe said
· investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall
be credited to such account, except as expressly provided in this Resolution, and any loss resulting
..) from such investment shall likewise be charged to said account.
(G) Rates and Charges. The Issuer covenants and agrees to maintain and collect, so long as
any of the Bonds are outstanding,, such schedule of rates and charges for the services and facilities
of the System which will. produce revenues which will be sufficient to pay the Operating .Expenses
of the System and which will be ~fficient to provide for the payment of the principal and interest,
and all other funds and all other payments on all requirements for the Bonds herein authorized and
Additional Bonds by 1.3x; and the Issuer. covenants and agrees that so long as any of the Bonds are
outstanding and unpaid, at the same time and in like manner that the Issuer prepares its Annual
Budget of the Operating Expenses, the Issuer shall annually prepare an estimate of Net Revenues to
be derived from the operation of the System for the ensuing. Fiscal Year, and to the extent that said _
Net Revenues are insufficient to pay the debt service requirements on the Bonds during such ensuing
17
year'and pay Operating Expenses, the Issuer shall from time to time revise the fees and rates charged
for the use of the setvices and facilities of the System sufficiently to provide the funds required. Such
rates, rentals, fees and charges will never be reduced so as to be insufficient to provide funds for such
purpos~i.
(H) Issuance of Other Obligations.
The Issuer shall issue no bona or obligations of any kind or nature payable from or enjoying
a lien on the Net Revenues prior to the lien of the Bonds. Furthermore, the Issuer shall issue no
bonds or obligations of any kind payable from Net Revenues unless the Finance Director of th~ Issuer
has certified that the Net Revenues of the System derived from the immediately preceding fiscal year,
preceding the issuance of Additional Bonds, covers the Maximum Bond Service Requirement on the
Series 1998 Bonds and any Additional Bonds proposed to be issued by 1.3x.
(I) Maintenance of System. The Issuer will complete the construction of the Project as
provided for in this Resolution in an economical and efficient manner with all practicable dispatch,
and thereafter will maintain the System in good condition and continuously operate the same in an
efficient manner and at a reasonable cost.
(J) Failure of User to Pay for Services. Upon failure of any user to pay for services rendered
within sixty (60) days, the Issuer shall require allocation pro rata of any mounts received forthe
payment of water, sewer, stormwater or other utility services of the Issuer.
· (142) Enforcement of Collections. The Issuer will diligently enforce and collect the rates, fees
and other charges for the services and facilities of the System, and will take all steps, actions and
proceedings for the enforcement and collection of such rates, charges and fees as shall become
18
delihquent to the full extent permitted or authorized by law, and will maintain accurate records with
)
respect thereof. All such fees, rates, charges and revenues herein pledged shall, as collected, be held
in trust to be applied as provided in this Resolution and not otherwise.
(L) Remedies. Any owner of the Bonds issued under the provisions hereof may either at law
or in equity, by suit, action, adamus or other proceedings in any court of competent jurisdiction,
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, or granted and contained in this Resolution, and may enforce
and compel the performance of all duties required by this Resolution or by any applicable State or
Federal statutes to be performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to any holder of such Bonds any lien on
any real property of the Issuer.
.) (M) Records and Audits. The Issuer shall keep books and records of the revenues of the
System, which such books and records shall be kept separate and apart from all other books, records
and accounts of the Issuer, and any owner of a Bond or Bonds issued pursuant to this Kesolution
shall have the right to, at all reasonable times, inspect all records, accounts and data of the Issuer
relating thereto.
So long as any of the Bonds shall be outstanding the Issuer will furnish on or before one
hundred eighty (180) days afrer the close of each Fiscal Year, to First Union National Bank, copies
of the Comprehensive Annual Financial Keport, the Current Year Operating Budget and the Capital
Improvement. Plan.
(N) Year 2000 Representations and Warranties. All devices, systems, machinery, information
technology, computer software and hardware, and other date sensitive technology (jointly and
19
severally the "Systems") necessary for the Issuer to carry on its business as presently conducted and
as contemplated to be conducted in the future are Year 2000 Compliant or will be Year 2000
Compliant within a pe;iod of time calculated to result in no material disruption of any of the Issuer' s
operations. For purposes ofthese representations and warranties, "Year 2000 compliant" means that
such Systems are designed to be used prior to, during and after the Gregorian calendar year 2000
A.D. and will operate during each such time period without error relating to date data, specifically
including any error relating to, or the product of; date data which represents or references different
centuries or more than one century.
The Issuer has: ( 1 ) undeaaken a detailed inventory, review, and assessment of all ares~ within
its business and operations that could be adversely affected by the failure of the Issuer to be Year
2000 Compliant on a timely basis; (2) developed a detailed. plan and lime line for becoming Year 2000
compliant on a timely basis; and (3) to date, implemented that plan in accordance with the timetable
in all material respects.
The Issuer shall: (1) Furnish such additional information, statements and other reports with
respect to the Issuer's activities, course of action and progress towards becoming Year 2000
Compliant as the Bank may reasonably request from time to time.
( 2 ) In the event of any change in circumstances that causes any of the Issuer' s representations
and warranties with respect to its being or becoming year 2000 Compliant to no longer be true
(hereinafter, referred to as a "Change in Circumstances"), then the Issuer shall promptly, and in any
event within tvcenty (20) days of receipt of information regarding a Change in Circumstances, provide
the Bank with written notice (the "Notice") that describes in reasonable detail the Change in
Circumstances and how such Change in Circumstances caused or will likely cause the Issuer's
) 20
rep~'esentafions and warranties with respect to being or becoming Year 2000 Compliant to no longer
)
be true. The Issuer shall, within ten (10) days of a request, also provide the Bank with any additional
information the Bank reasonably requests of the Issue in coaneetion with the Notice an~/or a Change
in Circffmstances.
(3) Give any repr~,ntative of the Bank access during all business hours to, and permit such
representative to examine, copy or make excerpts from, any and all books, records and documents
in the possession of the Issuer and relating to its affairs, and to inspect any of the properties and
systems of the Issuer, and to project test the Systems to determine if they are Year 2000 Compliant
in an integrated environment, all at the sole cost and expense of the Bank and without disruption to
the Issuer's business.
-) 21
ARTICLE IV
MISCELLANEOUS PROVISIONS
4;01. Modification or Amendment. No material modification or amendment of this
ResolutiOn, or of any resolution araendatory hereof or supplemental hereto, may be made without the
consent in writing of the owners of two-thirds or more in principal mount 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 0lintcrest thereon, or in the amount of the principal
obligation, or affect the unconditional promise of the Issuer to charge and collect such rates, fees and
charges for the use of the services and facilities of the System and apply the same as herein pf0vided,
or reduce the number of such Bonds the waltleo 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. SeverabilityoflnvalidProvisions. Ifany one or more ofthe covenants, agreements or
provisions of this Resolntion 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 alld
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. The Series 1998 Bonds are hereby sold and awarded
to F'h-'st Union National Bank, Boca Raton, Florida, at the price of par and the Mayor and Clerk are
hereby authorized to execute and deliver the Series 1998 Bonds in the form set forth in this
Resolution, receive the purchase price therefor and apply the proceeds thex;eof as provided herein,
without further authority from this body.' The Mayor and the Clerk are authorized to make any and
22
all changes on the form of the Bond which shall be necessary to conform the same to the commitment
of the Bank Execution of the Bond by the Mayor and the Clerk shall be conclusive evidence of their
approval of the form of the Bond. The Serie~ 1998 Bonds shah be payable solely as provided herein.
Prior to [0urchase of the Series 1998 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 are 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 purchasers 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, if such use had been reasonably expected on the date the Bonds were
issued, would have caused such bonds to be "arbitrage bonds" within the meaning of the Internal
Revenue Code of 1986, as amended. The Issuer will comply with the requirements of the Code and
any valid and applicable role and regulations promulgated thereunder necessary to ensure the exclu-
sion of interest on the Bonds from the gross income of the holders thereof for purposes of fede~il
income taxation.
4.06. Bank Ouali~ed. The Issuer designates the Series 1998 Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265Co)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Issuer and any subordinate entities of the Issuer and any issuer of'tax-
exempt" debt g~.at issues "on be~. of' the Issuer do not reasonably expect during the calendar year
1998 to issue more than $10,000,000 of"tax-exempt" obligations, exclusive of any private activity
bonds, as defined in Section 141(a) ofttie 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,
the Bank shall adjust the interest rate on any outstanding Bonds so that it shall receive the same after
tax yield equivalent contemplated as of the time of the Commitment.
4.07. Defeasance. It~ at any time, the Issuer shall have paid, or shall have made provision for
payment of, the principal, interest and redemption premium, 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 mount which, together with interest to accrue thereon, .will be
sufficient to make timely payment of the principal of and redemption premium, if any, and interest
on the Bonds in accordance with their terms, the paying agents' fees and expenses with respect there-
to and any other expenses occesioned by escrow arrangements or provision for redemption, shall be
considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any
Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions,
or to impair the discretion of the Issuer in determining whether to exercise any such option for early
redemption."
.) 4.08. Events of Default. The following shall be Events of Default under tins Resolution and
the term "Events of Defaulf' shall mean (except where the context clearly indicates otherwise), when
whenever such term is used in this Resolution, any one or more ofthe.following events:
A. F allure by the Issuer to timely pay any principal and interest payment within ten (10)
days of the date on winch such are due and payable;
B. Failure by the Issuer to observe and perform any material covenant, condition or
agreement on its pan.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 k be remedied, is given to the Issu~ by the
· Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration;
C. Any warranty, 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 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 voluntmy bankruptcy or seeking relief under any provision.
of any bankruptcy, reorganization, arrangemeht,' insolvency, readjustment of debt, dissolution or
liquidation la'~, of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any
petition against it under such law; or
/
\
)
25
F. The Issuer 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
limitation a receiver, liquidator or trustee) of the Issuer 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 enfome and conipel the
· performance of all duties requked 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 cease advancing funds and/or to terminate its
commitment and to declare all mounts due under the Series 1998 Bond to be immediately due and
payable both as to principal and interest. Automatically upon the occurrence of any of the events
specified in subdivision (F) of Section 4.08, the Bank's commitment to lend shall terminate and all
mounts due under the Series 1998 Bond shall become immediately due and payable. In all cases,
the Series 1998 Bonds shah 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 Series 1998 Bond to the contrary notwithstanding. It is understood that the remedies of the
/
Bank hereunder shall be cumulative in nature rather than exclusive and that the failure of the Bank
26
to exercise ks rights upon an Event of Default by the Issuer hereunder shall not be deemed to be a
waiver by the Bank of that Evem of Default or any of its rights hereunder.
Upon any of the Events of Default, including failure to pay the Series 1998 Bonds upon final
maturity, the Bank, at its option, may, in addition to any other remedies available to the Bank as
contemplated in this Resolution, if permitted under applicable law, do one or both of the following:
(a) increase the applicable interest rate on the outstanding principal sum under the Commitment and
acomed interest to 3.00 percentage points in excess of the Prime Rate, and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided
in subsection (a).
4.10. Other Matters. The Mayor or Vice Mayor of the Issuer or any other appropriate
officers of the Issuer are hereby authorized and directed to execute any and all certifications or other
.) instruments or doctunents required by this Resolution or any other document 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 Issuer. All action, taken to date by the officers of the
Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified.
4.11. Effective Date. This Resolution shall take effect upon adoption by the City
Commission.
Adopted at a regular meeting of the City Commission on th~'~0L~Jday of O~tober, 1998.
' ' CITY OF SAN'FORD, FLORIDA
(SEAL)
By:
Mayor
APPROVED AS TO FORM
City Attorney
28
[FORIVl OF BOND]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SElVIINOLE
CITY OF SANFORD
STORMWATER SYSTEM REVENUE BONDS
SERIES 1998
MATURITY DATE: INTEREST RATE: DATED DATE:
September 30, 2013 4.45% October ,1998
REGISTERED OWNER: FIRST UNION NATIONAL BANK
PRINCI1}AL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS that the City of Sanford, Florida (hereinafter
called "City"), for value r~,jved, hereby promises to pay to the order of the Registered Owner
identLfied above, or registered assigns, as herein provided, on the Maturity Date identifi~l above,
upon the presentation and surrender hereof at the office of the Paying Agent, initially the Finance
Director, City of Sanford, 300 North Park Avenue, Sanford, Florida, ~'om the revenues hereinafter
mentioned, the Principal Amount identified above in any coin or currency of the United States of
America which on the date of payment thereof is legal tender for the payment of public and private
debts, and to pay, solely from said sources, to the Registered Owner hereof by wire transfer or by
check or draf~ mailed to the Registered owner at his address as it appears on the Bond registration
books of the City on the 15~ day of the Calendar month preceding the interest payment date, interest
on said principal sum at the Interest Rate per annum set forth above, calculated on the basis of a 360
day year and the actual number of days elapsed, on each March 31st and September 30th
commencing March 31, 1999 from the interest payment date next preceding the date of registration
and authenficafion of this Bond, unless this Bond is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said interest payment date, or unless this Bond
is registered and authenticated prior to March 31, 1999 in which event this Bond shall bear interest
from ,1998. The interest rate on this Bond shall be subjeet to adjustment in certain events
as more particularly set forth on Schedule 1 attached hereto and incorporated herein by reference.
The City and the Bank intend that the funds loaned hereunder shall be aryanted by the Bank as the
same shall be needed by the City forthe payment of the cost of the Project. The funds advanced
may not exceed $3,600,000 without the consent of the Bank. In no case however, may funds
advanced exceed $4,200,000. The Mayor and the Finance Director will acknowledge receipt of each
portion of the principal sum so advanc,.d and the date of such receipt upon the records of the City.
/
Notwithstanding the foregoing, for so long as this Bond is owned by First Union National
Bank and its successors and assigns (the "Bank"), the principal of, redemption price, if any and
interest on this Bond shall b6 payable to the Bank on the respective payments dates at such address
as is provided by the Bank in writing to the City without presentation of this Bond.
The Bonds of this issue shall be subject to redemption prior to then' maturity at the option of .,
the City in whole or in part, on any date prior to their maturity, at a redemption price equal to the ~
principal mount thereof to be redeemed, without premium, and with interest accrued until the date ~
of redemption. Notwithstanding the foregoing, the Bonds may be subject to a Breakage Fee as
defined in the Resolution, if optionally redeemed.
Notice of optional redemption shall be given in the maxmer required by the Resolution
described below.
This Bond is on6 of an authorized issue of Bonds in the aggregate principal mount of
$ of like date, tenor and effect, except as to number, principal mount, maturity, redemption
provisions, and interest rate, issued to finance the acquisition and construction of certain capital
improvements in full compliance with the Constitution and Statutes of the State of Florida, including
· particularly Chapter 166, Part II, Florida Statutes, and Resolution No. 98- duly adopted by the
City on , 1998, (the 'Resolution"), and is subject to all the terms and conditions of such
Resolution.
This Bond is payable (except as otherwise provided in the Resolution) solely from and secured
by an irrevocable pledge of the Net Revenues. Reference is made to the Resolution for a definition
and description of the Net Revenues.
If the date for paymere of the principal of,, premium, if any, or interest on the Bonds is a
Saturday, Sunday or legal holiday or a day on which the banking institutions in the city where the
corporate trust office of the paying agent is located are authorized by law or executive order to close,
then the date for such payment will be the next day which is not a Saturday, Sunday or legal holiday
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 if made on the nominal date of payment.
This Bond does not constitute a general indebtedness of the City within the meaning of any '-
constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Holder
of this Bond that such Bondholder shall never have the right to require or compel the exercise of the
ad valorem taxing power of the City or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the making of any other payments provided
for in the ReSolution.
It is hereby certified and recited that all acts, conditions end things required to exist, to happen .:
and to be performed precedent to. and inyhe issuance ofthis Bond exist, have happened and have been
performed in regular and due form and time as required by the laws and Constitution of the State of
A-2
Florida applicable thereto, end that the issuence of the Bonds df this issue does not violate eny
constitutional, statutory, or charter limitation or provision.
.......... This Bond .is end has all the-qualities end incidents-of a negotiable instrument under Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes.
The Wansfer of this Bond is registerable by the Bondholder hereof in person or by his attomey
or legal representative at the principal office of the RegisWar but only in the warmer end subject to
the conditions provided in the Resolution end upon surrender and cancellation of this Bond.
This Bond shall not be valid or become obligatory for eny purpose or be entitled to eny benefit
or security under the Resolution until it shall have been authenticated by the execution by the
Registrar of the certificate of authen~cation endorsed hereon.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the City of Sanforck 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 SANFOP, I), 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
Kesolution.
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
.__ ~lease insert _Sacial _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 tranterwill be ~gistered 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
Adjustment to Interest Rate
~a) Change in Maximum Corporate Tax Rate. ff the maximum federal 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 11Co)(1)(D) of the
Internal Revenue Cede 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 adjusted) by
a fraction qual to (1-A)/.65 where A equals the maximum marginal corporate income tax rate then
in effect.
Co) Other Change in Tax Laws. If the federal or state laws or regulations are amended
to cause the interest on the Bond to be taxable (whether partially or totally), to be subject to a
minimum tax or an alternative minimum tax or to otherwise change the after tax yield on tile 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 law 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 hereinaf~er
defmed), this Bond shall bear interest at the Taxable Rate of6.57% (the "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 such additional interest on this Bond. For purposes hereof,
"Determination of Taxability" means the circumstance of the. interest on the Bond becoming
includable for federal 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 or the Bank of an original or a copy of an Internal Revenue Service Technical Advice
Memorandum or Statutop/Notice of/Deficiency which holds that the interest on the Bond is
includable in the gross income of the Bank; (ii) the issuance of any public or private ruling of the
· Internal Revenue Service that the interest on the Bond is includable in th~ gross income of the Bank;
.,, ) orfi)receiptbytheCitYorBankoranopinionofaBondCounselthattheinterestontheBondhas
become includable in the gross income of the Bank for federal income tax purposes. For all purposes
of this definition, a Determination of Taxability will be deemed to occur on the date as of which the
interest on the Bond is deemed includable in the gross income of the Bank.
in no event, however, shall interest be charged or paid in'an mount in excess of the maximum
interest rate permitted to be paid under applicable law.
['END OF BOND FORM ]
./
EXl~mIT B
COM1VI1TMENT LETTER OF BANK
B~I
EXl:ITBIT C
I~URCHASER'S CERTIFICATE
,;.~ EXI-ffBIT C
)
FORM OF PURCHASER'S CERTII~ICATE
Tffis is to certify that First Union National Bank (the "Purchaser") has conducted ks own
investigation, to the extenf 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 Issuefs Stormwater System Revenue Bonds, Series 1998 (the
"Series 1998 Bonds"), dated , 1998, and no inference should be drawn that the
Purchaser, in the acceptance of said Series 1998 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, Iv~ller
and Olive, P.A. and by Issuer's Counsel, , P.A. Any capitalized undefined
terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 98-
(the "Resolution").
· - We are aware that investment in the Bonds involves various risks, that the Series 1998 Bonds
· are not a general obligation of the Issuer or payable from ad valorera tax revenues, that the payment
of the Series 1998 Bonds is secured solely from the sources described in the Kesolution (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 1998 Bonds and can bear the economic
risk of our investment in the Bonds.
We acknowledge and understand that the Resolution is not being qualified under the Trust
Indenture Act of 1939, as mended (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 mended, and/or Section 517.051(7), Florida Statutes, as mended, 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 1998 Bonds
as an inve~hnent for our own account and not with a present view to a resale or other distribution to
the public. We understand that the Series 1998 Bonds may not be transferred except to a bank,
savings association, insurance company or other financial institution in accordance with the .
restrictions set forth in the Series 1998 Bonds.
/
We are a bank, trust company,' savings institution, insurance company, dealer, investment
company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section
517.061(7), Florida Statutes, as mended. We are not p~rchasing the Series 1998 Bonds for the
direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any
provision of Chapter 5 17, Florida Statutes, as amended.
We are an "accredited investor" as such t6rm is defined in the Securities Act of 1933, as
amended, and Regulation D thereunder.
DATED this day of ; 1998.
FIRST UNION NATIONAL BANK
By:
Its:
.)
EXH1RIT D
DISCLOSURE LETTER
.)
./
D-1
EXHIBIT D
FORM OF DISCLOSURE LETTER
Th,e undersigned, as Purchaser, proposes to negotiate with the City of Sanford, Florida (the
"Issuer") for the private sale of $ principal mount of its Stormwater System Revenue
Bonds, Series 1998 (the "Series 1998 Bonds"). Prior to the award of the Series 1998 Bonds, the
following information iS hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated mounts of expenses to be incurred
by First Union National Bank (the "Purchaser") in connection with the issuance of the Series 1998
Bonds:
Legal Fees:
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 1998 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 (I) 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 1998 Bonds.
3. The mount 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 1998 Bonds are being issued to finance the construction of improvements to the
Issuer' s stormwater system.
This debt is expected to be repaid over a period of years. At an interest rate equal to
%, total interest paid over the life of the Series 1998 Bonds wilt be $
The Series 1998 Bonds will be payable solely from Net Revenues and Non-Ad Valorera
Revenues appropriated and deposited as described in Resolution No. 98-__ of the Issuer on ,
1998 (the "Resolution"). See the Resolution for definitions of Net Revenues and Non-Ad Valorera
Revenues. Issuance of the Series 1998 Bonds will result in approximately $ annually of
revenues of the Issuer not being available to finance the services of the Issuer during the life of the
· ,) Series 1998 Bonds.
6. The name and address of the Purchaser connected with the Series 1998 Bonds is as follows:
First Union National Bank
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf
of the Purchaser this day of ,1998.
FIRST UNION NATIONAL BANK
By:
NalIl6: "
Titl6:
ofthePurchasa~Ms2~dsyo~, 199g.'
FIRST UNION NATIONAL Ba
PURCHASEWS 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 Stormwater System Revenue Bonds, Series 1998 (the
"Series 1998 Bonds"), dated November 4, 1998, and no inference should be drawn that the
Purchaser, in the acceptance of said Series 1998 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 Resolution No. 1801 (the "Resolution").
We are aware that investment in the Bonds involves various risks, that the Series 1998 Bonds
are not a general obligation of the Issuer or payable from ad valorem tax revenues, that the payment
of the Series 1998 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
evaluafmg the merits and risks of our investment in the Series 1998 Bonds and can bear the economic
risk of our investment in the Bonds.
The Purchaser is a national bank. We are not purchasing the Series 1998 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.
DATED this 4th day of November, 1998.
FIRST UNION NATIONAL BANK
By: ~' ,~~~
Its:
No. K-1 Not to exceed $4,200,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF SANFORD
STORMWATER SYSTEM REVENUE BONDS
SERIES 1998
MATURITY DATE: INTEREST RATE: DATED DATE:
See attached 4,45% November 4, 1998
amortization schedule
REGISTERED OWNER: FI2RST UNION NATION~A~ ~T~
PRINCIPAL AMOUNT: FOUR MILLION TW( ~ SAND DOLLARS
KNOW ALL MEN BY THESE~sPh~ °°~ ~ity of Sanford, Florida (hereinaf~er
"i" ' e :o the order of the Registered Owner
upon the presentation and surrender hereof at~ hTice of the Paying Agent, initially the Finance
Director, City of Sanford, 300 North Park Avenl Sanford, Florida, from the revenues hereinafter
mentioned, the Principal Amount identified above in any coin or currency of the United States of
America which on the date of payment thereof is legal tender for the payment of public and private
debts, and to pay, solely from said sources, to the Registered Owner hereof by wire transfer or by
check or draf~ mailed to the Registered owner at his address as it appears on the Bond registration
books of the City on the 15~ day of the calendar month preceding the interest payment date, interest
on said principal sum at the Interest Rate per annum set forth above, calculated on the basis of a 360
day year and the actual number of days elapsed, on each March 31st and September 30th
commencing March 31, 1999 from the interest payment date next preceding the date of registration
and authentication of this Bond, unless this Bond is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said interest payment date, or unless this Bond
is registered and authenticated prior to March 31, 1999 in which event this Bond shall bear interest
from November 4, 1998. The interest rate on this Bond shall be subject to adjustment in certain
events as more particularly set forth on Schedule 1 attached hereto and incorporated herein by
reference. The City and the Bank intend that the funds loaned hereunder shall be advanced by the
Bank as the same shall be needed by the City for the payment of the cost of the Project. The funds
advanced may not exceed $3,653,500 without the consent of the Bank. In no case however, may
funds advanced exceed $4,200,000. The Mayor and the Finance Director will acknowledge receipt
of each potion of the principal sum so advanced and the date of such receipt upon the records of the
City.
Page 1 of 8
Notwithstanding the foregoing, for so long as this Bond is owned by First Union National
Bank and its successors and assigns (the "Bank"), the principal of, redemption price, if any and
interest on this Bond shall be payable to the Bank on the respective payments dates at such address
as is provided by the Bank in writing to the City without presentation of this Bond.
The Bonds of this issue shall be subject to redemption prior to their maturity at the option of
the City in whole or in part, on any date prior to their maturity, at a redemption price equal to the
principal amount thereof to be redeemed, without premium, and with interest accrued until the date
of redemption. Notwithstanding the foregoing, the Bonds 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 required by the Resolution
described below.
This Bond is one of an authorized issue of ' in the aggregate principal amount of
$4,200,000 of like date, tenor and effect, exce a~ tuber, principal amount, maturity,
redemption provisions, and interest rate, issuK~d ~ ~ 'sition and construction of certain
including particularly Chapter 166, Part II,
This Bond is payable (except as othes ~provided in the Resolution) solely from and secured
by an irrevocable pledge of the Net Revenues: Reference is made to the Resolution for a definition
and description of the Net Revenues.
If the date for payment of the principal of, premium, if any, or interest on the Bonds is a
Saturday, Sunday or legal holiday or a day on which the banking institutions in the e'xty where the
corporate trust office of the paying agent is located are authorized by law or executive order to close,
then the date for such payment will be the next day which is not a Saturday, Sunday or legal holiday
or a day on which such banking institutions are authorized to dose, and payment on such date will
have the same force and effect as if made on the nominal date of payment.
This Bond does not constitute a general indebtedness of the City within the meaning of any
constitutional, statutoxy or charter provision or limitation, and it is expressly agreed by the Holder
of this Bond that such Bondholder shall never have the right to require or compel the exercise of the
ad valorera taxing power of the City or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the making of any other payments provided
for in the Resolution.
It is hereby certified and retired that all acts, conditions and things required to exist, to happen
and to be performed precedent to and in the issuance of this Bond exist, have happened and have been
performed in regular and due form and time as required by the laws and Constitution of the State of
Page 2 of 8
Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any
constitutional, statuto~, or charter limitation or provision.
This Bond is and has all the qualities and incidents of a negotiable instrument under Aaicle
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 t oniy~n the manner and subject to
the conditions provided in the Resolution and upon surre cancellation of this Bond.
This Bond shall not be valid or become oblig~ ~~~~ or be entitled to any benefit
or security under the Resolution until it shah ~ ated by the execution by the
Registrar of the certificate ofanthentication ~ ~
[Remainder of page intemionally lef~ blank]
Page 3 of 8
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)
ATTESTED AND COUNTERSIGNED:
Deputy City Clerk
Approved as to form and legal sufficiency:
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within memioned
Resolution.
DEPUTY CITY CLERK OF THE CITY OF
SANFORD, FLORIDA
Registrar, as Authenticating Agent
Date of Authentication:
By
Authorized Officer
Page 4 of 8
ASSIGNMENT AND TKANSFER
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:
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.
Page 5 of 8
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
Adjustment to Interest Rate
(a) Change in Maximum Corporate Tax Rate. If the maximum federal 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 11 (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 discretion of the Bank, by multiplying the interest on the Bond (as adjusted) by
a fraction qual to (1-A)/.65 where A equals the maximum n income tax rate then
in effect.
(b) Other Change in Tax Laws. are amended
to cause the interest on the Bond to be or totally), to be subject to a
minimum tax or an the after tax yield on the Bond
to the Bank (directly or indirectly, in (a) above or because of a
Determination of Taxabilityl cause the yield on the
Bond, after payment to ~t the yield on the Bond would have been in
the absence of such chang, 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 law 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 6.57% (the "Taxable Rate"), from and
atter and retroactively 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 for federal 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 or the Bank of an original or a copy of an Internal Revenue 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 issuance of any public or private ruling of the
Page 6 of 8
Internal Revenue Service that the interest on the Bond is includable in the gross income of the Bank;
or 6ii) 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 federal income tax purposes. For all purposes
of this definition, a Determination of Taxability will be deemed to occur on the date as of which the
interest on the Bond is deemed includable in the gross income of the Bank.
In no event, however, shall t mount in excess of the maximum
interest rate permitted to be paid under a
Page 7 of 8
AMORTIZATION SCHEDULE
[See attached amortization schedule prepared by First Union National Bank for a loan in the
principal amount of not to exceed $4,200,000 and amortized from 11-04-1998]
Page 8 of 8
Full Amortization Schedule
Principal.Principal Interest Total
Date Days OutstandingPaymen.t .. 'PaymentPayment
4--Nov-98 0 0.00 (4,200,000.00) 0.00 (4,200,000.00)
31-Mar-99 147 4,200,000.00 0.00 76,317.50 76,317.50
30-SeI~99 183 4,200,000.00 103,936A8 95,007.50 198,943.98
3t-Mar-2000 183 4,096,063.52 106,287.61 92,656.37 198,943.98
29-Sep-2000 182 3,989,775.91 109,185.10 89;58.88 198,943.98
30-Mar~2001 182 3,880,590.81 111,641.47 87,302.51 198,943.98
28~8ep-2001 182 3,768,949.34 1'14,153.09 84,790.89 198,943.98
29-Mar-2002 182 3,654,796.25 116,721.22 82,222.76 198,943.98
30-Sep-2002 185 3,538,075.03 118,035.08 80,908.90 198,943.98 .:.
31-Mar-2003 182 3,420,039.95 122,002.58 76,941.40 198,943.98
30-Sep-2003 183 3,298,03737 124,339.63 74,604.35 198,94.3.98
31-Mar-2004 183 3,173,697.74 127,152.29 71,791.69 198,943.98
30-8ep-2004 183 3,046,545A,5 130,028.58 68,915.40 198,943.98
31-Mar~2005 182 2,916,5~.6.87 133,330.45 65,613.53 198,943.98
30-Sep-2005 183 2,783,186.42 135,985.98 62,958.00 198,943,98
31-Mar-2006 182 2,647,200.44 139,389.32 59,554.66 198,943.98
29-Sep-2006 182 2,507,811.12 142,525.20 56,418.78 198,943.98
30-Mar-2007 182 2,365,285.92 145,73L62 53,212.36 198,943.98
28-SeI~-2007 182 2,219,554.30 149,010.17 ~,9,933.81 198,943.98
31-Mar-2008 185 2,070,544.13 151,594.66 47,349.32 198,943.98
30-Sep-2008 183 1,918,949.47 155,535.74 43,408.24 198,943.98
31-Mar-2009 182 1363,413.73 159,272.07 39,671.91 198,943.98
30-S,p-2069 183 1,604,14 1.66 162,656.96 36,287.02 I~.}8,943.98
31-Mar-2010 182 1,441AM.70 166,514.58 32,429.40 198,943.98
30-Sep-2010 183 1,274,970.12 170,103.09 28,840.89 198,943.98
31-Mar-2011 182 1,104,867.03 174,087.54 24,856.44 198,943.98
30--Sep-2011 183 930,779.49 177,888,97 21,055.01 198,943.98
30-Mar-2012 182 752,890.52 182,006.03 16,937.95 198,943.98
28-Sep-2012 182 570,884.49 186,100.66 12.843.32 198,943.98
29-Mar-2013 182 384,783.83 190,287A1 8,656.57 198,943.98
30~Sep-2013 185 194,496.42 194,496.42 4,447.75 198,944.17
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LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
FAX: (904) 224-1544
(904) 224-0044
Barnett Plaza, Suite 1265
101 East Kennedy Boulevard 430 Margate
Tampa, Rotida 33602 Atlar~a, Georgia 30328
(813) 273~0677 C?70) :$99-7700
October 21, 1998
Division of Bond Finance
of the State Board of Administration
Post Office Box 13300
Tallahassee, Florida 32317-3300
Re: Not to exceed $4,200,000 City of Sanford, Florida
Stormwater System Revenue Bonds, Series 1998
Gentlemen:
On behalf of our client, City of Sanford, Florida, we hereby give notice pursuant to Section
218.38(1)(a), Florida Statutes, of the sale and delivery of the Bonds on November 4, 1998 to First
Union National Bank.
Very truly yours,
B~]HJ.O ,L-IlO]dg IC)l~lJ.gla 'iVlO~dg J. NBaNqd~a
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11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY construction of improvements to the stormwater system
(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 INTEREST RATE CALCULATION, IE, INTEREST RATE USED TO STRUCTURE THE BOND ISSUE:
NET INTEREST COST RATE (NIC) 4.45 % TRUE INTEREST COST RATE (TIC) . %
CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) __%
SPECIFY OTHER:
14, INSURANCEJENHANCEMENTS: __ 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
77 East Camino Real
Boca Raton, Florida 33432
19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY A'I'FORNEY 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 8outh Monroe Street, Suite 500
Tallahassee, Florida 32301
FINANCIAL ADVISOR(8)/CONSULTANT(S):
OTHER PROFESSIONALS:
20. PAYING AGENT: X NO PAYING AGENT
21. REGISTRAR: X NO REGISTRAR
22. COMMENTS:
PART IlL RESPONDENT INFORMATION
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:
NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME Squire, Sanders & Deml~sev
FEE PAID:$ 1,000 SERVICE PROVIDED or FUNCTION SERVED Bank's Counsel
(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 ISSUER
(1) COMPANY NAME Br,/ant, Miller and Olive, P.A.
FEE PAID:$ 7,980 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME Stenstrom, Mclntosh, Colbert, Whiaham & Simmons, P.A.
FEE PAID:$ 2,950 SERVICE PROVIDED or FUNCTION SERVED: City Attorney
(3) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF
COORDINATING THE ISSUANCE OF THE BONDS: ~
NAME (Typed/Printed): Lain/A. Dale ~ .
TITLE: Mayor DATE: No ,1998
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 Blvd., Suite 200 P.O. Drawer 13300
Tallahassee, FL 32308 Tallahassee, FL 32317-3300
Phone: 904/488-4782
FAX: 904/413-1315 REVISED Feb. 1996/bf0304/
REDEMPTION PROVISIONS
The Bonds of this issue shall be subject to redemption prior to their maturity at the option of the City in whole
or in part, on any date prior to their maturity, at a redemption price equal to the principal amount thereof to be
redeemed, without premium, and with interest accrued until the date of redemption. Notwithstanding the foregoing,
the Bonds may be subject to a Breakage Fee as defined in the Resolution, if optionally redeemed.
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 November 4, 1998 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.
Not to exceed $4,200,000 City of Sanford, Florida Stormwater System Revenue
Bonds, Series 1998, consisting of one fully registered Bond dated November 4,
1998, bearing interest at the rate of 4.45% and maturing on September 30, 2013.
Executed this 4th day of November, 1998.
CITY OF SANFORD, FLORIDA
Finance Director
No. 14
NON-REBATE CERTIFICATE
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
The undersigned Mayor and Deputy City Clerk of the City of Sanford, Florida (the "Issuer")
do hereby certify on behalf of the Issuer in connection with the issuance by the Issuer of its not to
exceed $4,200,000 City of Sanford, Florida, Stormwater System Revenue Bonds, Series 1998 (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) finance a part of the cost of the
construction and improvements to the stormwater system of the Issuer (the "Project"), and (ii) pay
costs otissuing the Bonds, and none of the proceeds of the Bonds are being used for any private busi-
ness 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 mount 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 mended), 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
1998 does not exceed $5,000,000. The Issuer does not plan during calendar year 1998 to issue in
excess of $5,000,000 of tax-exempt debt.
EXECUTED this 4th day of November, 1998.
CITY OF SANFORD, FLORIDA
(SEAL)-'
or
Dep~ k
L;
,, - ' r
No. 15
ELECTION LETTER - RE COST OF CARRY ON NOTE
B~yant, Miller and Olive, P.A.
Tallahassee, Florida
The undersigned Mayor and Deputy 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 not to exceed
$4,200,000 Stormwater System Revenue Bonds, Series 1998 (the "Bonds"), as follows:
1. All of the proceeds of the Bonds are being used to (i) finance a part of the cost of the
construction and improvements to the stormwater system of the Issuer (the "Project") and (ii) pay
costs of issuing the Bonds, and none of the proceeds of the Bonds are being used for any private
bus'mess 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 mount 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-exernpt" debt that issues "on behalf of' the Issuer) during calendar year 1998 does not
exceed $10,000,000. The Issuer does not plan during calendar year 1998 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 4th day of November, 1998.
CITY OF SANFORD, FLORIDA
Deputy City Clerk
No. 16