384-City Sanford Finance Corpor No. 10
CERTIFICATE OF RECORDING OFFICER
I, Janet R. Donahoe, am the duly elected Secretary of the
City of Sanford Finance Corporation and keeper of the records
thereof, including the minutes of its proceedings; a meeting held
on December 6, 1989 was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument annexed hereto was duly proposed,
considered and adopted in conformity with applicable requirements;
and all other requirements and proceedings incident t6 the proper
adoption of said instrument have been duly fulfilled, carried out
and otherwise observed; I am duly authorized to execute this Cer-
tificate; and the copy of the instrument annexed hereto is a true,
correct and compared copy of the original instrument as finally
adopted at said meeting is in full force and effect and has not
been modified and, to the extent required by law, has been duly
signed or approved by the proper officer or officers and is on
file and of record.
DATED this 20th day of December, 1989.
(SEAL)
ORGA~iZATIONAL MEETING OF THE BOARD OF
DIRECTORS OF
CITY OF SANFORD FINANCE CORPORATION
A FLORIDA NOT-FOR-PROFIT CORPORATION
The first meeting of the Board of Directors of City of
Sanford Finance Corporation (the "Corporation"). was held at
Sanford, Florida on December 6, 1989, at 4:00 p.m.
The following Directors of the Corporation were present:
Whitey Eckstein
Robert B. Thomas, Jr.
Bettye D. Smith
A. A. McClanahan
being all of the Directors of the Corporation and a quorum.
Bettye D. Smith was elected .temporary Chairman, and Robert B.
Thomas, Jr. was elected temporary Vice Chairman.
The Chairman stated that the election of officers of the
Corporation Was now in order. The following persons were nomi-
nated:
President: Bettye D. Smith
Vice President: Robert B. Thomas
A vote of Directors was taken and the nominees were elected offi-
cers of the Corporation.
The Chairman stated that the appointment of a Secretary/
Treasurer was now in order. The following were nominated for
consideration:
Secretary/Treasurer Janet R. Donabe
A vote of Directors was taken and the nominee was recommended to
the President for appointment to the office of Secretary/
Treasurer .
The consideration of Organizational Resolution 89-1 was now
in order, upon motion duly made by the Directors, seconded and
carried, Organizational Resolution 89-1 was adopted.
The President thereupon assumed her office in place and stead
of the temporary Chairman. The President then appointed the
nominee of the Directors to the office of Secretary/Treasurer.
~-~
Upon motion duly made, seconded and carrxed it was
RESOLVED, that the seal now presented at this
meeting, an impression of which is directed to be made
in the margin of the minute book, be and the same is
hereby adopted as the seal of this Corporation, and
further
RESOLVED, that the President and Secretary/
Treasurer be and they hereby are authorized to issue a
Certificate of membership in the form as submitted to
this meeting and appended to the minutes of this meet-
ing, and further
RESOLVED, that the corporate record book and mem-
bership roll book now presented at this meeting be and
the same is hereby adopted as the corporate record book
and membership roll book of the Corporation, and
further
RESOLVED, that the :Secretary/Treasurer be and is
hereby authorized to open a bank account in behalf of
the Corporation with Florida National Bank and a reso-
lution for that purpose on the printed form of said bank
was adopted and was ordered appended to the minutes of
this meeting, and further
RESOLVED, that the principal address of the Corpo-
ration shall be 300 North Park Avenue, Sanford, Florida,
and further
RESOLVED, that the signing of these minutes by the
Directors shall constitute full ratification thereof.
The consideration of the pending acquisition, construction,
financing and leasing of certain property for valid municipal
purposes for the City of Sanford, Florida was next in order.
Upon motion duly made, seconded and carried it was:
RESOLVED, that the Corporation has determined to
lease certain real property from the City of Sanford,
Florida (the "City"), to mortgage such leasehold inter-
est and all improvements thereon to Florida National
Bank, as Trustee ("Trustee"), to enter into a Lease
Agreement with Option to Purchase (the "Lease Purchase
Agreement") with the City, as Lessee, to cause to be
acquired and constructed a facility to serve as a fire
station (the "Facility") on such real property and to
acquire certain items of equipment (the "Equipment") to
be leased to the City pursuant to the Lease Purchase
Agreement. In order to provide for such acquisition and
2
construction, the Corporation has determined to issue
$3,385,000 City of Sanford Finance Corporation Certifi-
cates of Participation (1989 City of Sanford Project)
(the "Certificates") to the public, which will be full
faith and credit obligations of the Corporation but not
of the sole member of the Corporation secured by a
leasehold mortgage on the Facility and a security inter-
est in all assets of the Corporation, but not the assets
of the sole member of the Corporation, now and here-
after, wherever located, and an Assignment of Leases,
Rents and Profits, including an assignment of the rents
payable to the Corporation by the City under the Lease
Purchase Agreement, and further
RESOLVED, that the Board of Directors hereby autho-
rizes the execution by the President or Vice President
and the Secretary/Treasurer of a Trust Agreement between
the Corporation and the Trustee (the "Trust Agreement")
substantially in the form submitted to this meeting and
attached hereto as Exhibit A with such insertions, modi-
fications and changes as may be approved by the Presi-
dent or Vice President. The execution and delivery of
the Trust Agreement by the President or Vice President
and the Secretary/Treasurer shall constitute conclusive
evidence of the approval thereof, and further
RESOLVED, that the Board of Directors hereby autho-
rizes the execution by the President or Vice President
and the Secretary/Treasurer of a Mortgage and Security
Agreement between the Corporation and the Trustee (the
"Mortgage"), substantially in the form submitted to this
meeting and attached hereto as Exhibit B with such
insertions, modifications and changes as may be approved
b~ the President or Vice President. The execution and
delivery of the Mortgage by the President or Vice Presi-
dent and the Secretary/Treasurer shall constitute con-
clusive evidence of the approval thereof, and further
RESOLVED, that the Board of Directors hereby autho-
rizes the execution by the President or Vice President
and the Secretary/Treasurer of a Lease Agreement with
Option to Purchase between the Corporation and the City
(the "Lease Purchase Agreement") substantially in the
form submitted to this meeting and attached hereto as
Exhibit C with such insertions, modifications and
changes as may be approved by the President or Vice
President. The execution and delivery of the Lease
Purchase Agreement by the President or Vice President
and the Secretary/Treasurer shall constitute conclusive
evidence of the approval thereof, and further
RESOLVED, that the Board of Directors hereby autho-
rizes the execution by the President or Vice President
3
and the Secretary/Treasurer of an Assignment of Leases,
Rents and Profits by the Corporation for the benefit of
the Trustee (the "Assignment Agreement") substantially
in the form submitted to this meeting and attached
hereto as Exhibit D with such insertions, modifications
and changes as may be approved by the President or Vice
President. The execution and delivery of the Assignment
Agreement by the President or Vice President and the
Secretary/Treasurer shall constitute conclusive evidence
of the approval thereof, and further
RESOLVED, that the Board of Directors hereby autho-
rizes the execution by the President or Vice President
and the Secretary/Treasurer and delivery of a Certifi-
cate Purchase Contract between the Corporation and
William R. Hough & Co. (the "Underwriter") substan-
tially in the form submitted to this meeting and
attached hereto as Exhibit E with such insertions, modi-
fications and changes as may be approved by the Presi-
dent or Vice President; provided that the aggregate
principal amount of the' Certificates sold shall not
exceed $3,385,000, the price to be paid by the Under-
writer shall not be less than 97.5%, and the interest
payable thereon stated as an annual percentage rate (and
computed on the basis of true interest cost) shall not
be greater than 6.6%. The execution and delivery of the
Certificate Purchase Contract by the President or Vice
President and the Secretary/Treasurer shall constitute
conclusive evidence of the approval thereof, and
further
RESOLVED, that the President, the Vice President,
the Secretary/Treasurer and any other proper officer of
the Corporation are authorized and directed to execute
and deliver the Certificates, by facsimile signature or
otherwise, in the form provided for in the Trust Agree-
ment with such insertions, modifications and changes as
may be approved by the President. The execution of the
Certificates (whether by manual or facsimile signature)
by the President or Vice President and Secretary/
Treasurer shall constitute conclusive evidence of the
approval of the Certificates thereof, and further
RESOLVED, that the President, the Secretary/
Treasurer and any other proper officer of the Corpora-
tion are authorized and directed to execute and deliver
all documents, contracts, instruments and certificates,
and to take all actions and steps on behalf of the Cor-
poration which are necessary or desirable in connection
with the issuance of the Certificates or the acquisi-
tion, construction and lease/purchase financing of the
Facility and the Equipment, and which are not inconsis-
tent with the terms and provisions of this resolution.
4
There being no further business before the meeting, on motion
duly made, seconded and carried, the meeting was adjourned.
DATED: December 6, 1989
at 4:30 p.m.
Janet R. Donahoe
Secretary/Treasurer and
Director
5
No. 13
CERTIFICATE OF THE CITY 0F SANFORD FINANCE CORPORATION
I, the undersigned Officer of the City of Sanford Finance
Corporation, a not-for-profit corporation organized under the laws
of Florida (the "Finance Corporation") hereby represent, warrant
and certify on behalf of the Finance Corporation, to the Under-
writer (all capitalized terms used herein shall have the same
meaning ascribed to them in the Trust Indenture or the Certificate
Purchase Contract dated December 6, 1989) as follows:
(1) The representations of the Finance Corporation contained
in the Certificate Purchase Contract are true, complete and
correct in all material respects.
(2) The Indenture, the Lease Purchase Agreement, the Assign-
ment, the Mortgage and the Ground Lease have been entered into and
are in full force and effect.
(3) There is no action, suit, proceeding, investigation at
law or in equity before or by any court, public board or body,
pending or, to the knowledge of the undersigned, threatened (a) to
restrain or enjoin the issuance, sale or delivery of any of the
Certificates or the payment, collection or application of the
proceeds thereof, (b) contesting or affecting the authority for or
the validity of the Certificates or the validity of the Certifi-
cate Purchase Contract, the Indenture, the Lease Purchase Agree-
ment, the Assignment, the Mortgage or the Ground Lease or (c)
contesting the existence or powers of the Finance Corporation to
carry out and effectuate the obligations contemplated by the
Certificate Purchase Contract, the Indenture, the Lease Purchase
Agreement, the Assignment, the Mortgage, the Ground Lease or the
Official Statement.
(4) The statements contained in the Official Statement under
the captions "The Corporation" and "Litigation" (as it pertains to
the Finance Corporation), are true and accurate and the under-
signed has no reason to believe that said statements contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein, in light of the circumstances
under which they were made, not misleading.
(5) The Finance Corporation is not in default, and has not
been in default at any time after December 31, 1975, as to princi-
pal and interest with respect to an obligation issued or guaran-
teed by the Finance Corporation or any predecessor of the Finance
Corporation.
Dated December 20, 1989 CITY OF SANFORD FINANCE
CORPORATION
(sEAL)
Byp
ARTICLE~ OF I~ICORPOP~tTION ~
FOR
CITY OF SANFOI~D FINANCE CO,~PORATIO~
A FLORID~ ~OT-FOR-PROFIT CORPORATION
PREAMBLE
The undersigned, being of legal age and a natural person,
with the approval of the City of Sanford, Florida (the "City")
hereby subscribes to, acknowledges and files the following
Articles of incorporation to form a not-for-profit corporation for
public purposes under the provisions of Chapter 617, Florida
Statutes.
ARTICLE I
NAME
The complete name of this Corporation shall be:
CITY OF SANFORD FINANCE CORPORATION (the "Corporation"); and
the principal place of business shall be in the City of Sanford,
Seminole County, Florida.
ARTICLE II
OBJECT AND PURPOSE
The purposes for which this Corporation are formed are:
(a) To enter into, make, and perform contracts and agree-
ments; to purchase or otherwise acquire, hold, lease, encumber,
sell, assign, transfer, mortgage, pledge, exchange or otherwise
dispose of any real, personal, or tangible personal property in
the same manner and to the same extent as a natural person might
do; for the benefit of and in furtherance of the public purposes
of the City in acquiring and constructing a fire station and
various items of equipment for the City.
(b) To enter into trust agreements, mortgages, assignment
agreements, lease purchase agreements, leases, construction
contracts, purchase orders, purchase agreements, design/build
agreements and related agreements foc the purpose of financing
the acquisition, construction, renovation, improvement anu leasLng
of real, personal or intangible personal property to serve valid
municipal purposes for the City.
(c) To carry On Or engage in any activity which is permis--
sable for not-for-profit corporations under Florida law which the
Corporation may deem proper or convenient in connection with the
purposes hereinabove stated and to use any and all of its assets
from whatever source obtained, either the principal or income
therefrom, eithe~ immediately oF in the future, for the further-
ance of tile corporate purposes and objects.
(d) All assets and earnings of this Corporation shall be used
exclusively foe the purposes hereinabove stated including the
payment of expenses incident thereto, and no part of the net earn-
ings of the Corporation shall inure to the benefit of any private
person, entity or individual.
(e) In the event of dissolution of this Corporation, all the
remaining assets of the Corporgtion, after the discharge of all
valid obligations of the Corporation, shall be distributed to the
City and used only for public purposes of the City.
ARTICLE III
MEMBERSHIP
The sole member of the Corporation shall be the City of
Sanford, Florida. The sole membership, Or any interest in such
membership, shall not be assignable or otherwise transferable.
Membership shall be evidenced by a Certificate of Membership which
shall contain the statement, printed prominently on the face of
the Certificate, that the Corporation is a not-for-profit corpora-
tion.
ARTICLE IV
TERM OF EXISTENCE
The term for which this Corporation shall exist shall be
perpetual.
ARTICLE V
NAME OF INCORPORATOR
The name and residence address of the incorporator of this
Corporation is as follows:
FA~E A~DRESS
G. Keith Quinney, IJr. Eryant, Miller and Olive, P.A.
301 South Nonroe Street,
Suite 500
Ta!lahassee, EL 3230]
ARTICLE Vi
DIRECTORS
fa) The property, business affairs of this Corporation shall
be managed by a Board of Directors which shall consist of five (5)
members who are the then elected and serving City Commissioners of
the City of Sanford. Said Board of Directors shall have the
rights and duties of the directors of corporations under Chapter
607, Florida Statutes.
(b) The name and address .of each person who is to serve as
an initial director of this Corporation are set forth below:
~AME ADDRESS
Bettye D. Smith 300 North Park Avenue
Sanford, Florida 32772-1778
Whitey Eckstein 300 North Park Avenue
Sanford, Florida 32772-1778
Lon K. Howell 300 North Park Avenue
Sanford, Florida 32772-1778
A.A. McClanahan 300 North Park Avenue
Sanford, Florida 32772-1778
Robert B. Thomas 300 North Park Avenue
Sanford, Florida 32772-~778
(c) The term of office of each director shall continue until
such director is no longer a City Commissioner of the City of
Sanford, or until resignation or removal from office by the unani-
mous vote of the remaining directors. The remaining Director or
Directors shall elect a new Director for each vacancy which occurs
on the Board of Directors from time to time. No Director's resig-
nation is effective until a successor Director has been elected.
ARTICLE VII
BY'I.AWS
The Bylaws of this Corporation may be adopted, amended, modi-
fied or rescinded by a majority vote of the Directors of this
Corporation.
3
~RTiCLE YlII
REGISmERED OFFICE
The initial registered office of this Corporation shall be at
200 West First Street, Sanford~ Florida 32771 and the name of the
registered agent at that address shall be William L. Colbert,
Esquire.
IN WITNESS WHEREOF, I have hereunto set my hand, this 5th day
of December, 1989.
G. Keith Quinne , Jr., E~ ~
STATE OF FLORIDA )
) SS.:
COUNTY OF LEON )
I HEREBY CERTIFY that on this day, before me, an officer ~uly
authorized in the State aforesaid and in the County aforesaid, to
take acknowledgments, personally appeared G. KEITH QUINNEY, JR.,
ESQ., to me known to be the person described in and who executed
the foregoing Articles of Incorporation and he acknowledged before
me that he executed the same.
WITNESS my hand and official seal in the County and State
last aforesaid this 5th day of December, 1989.
bl
My Commission Expires:
4
CERTIFICATE ACCEPTING APPOINTMENT
AS REGISTERED AGENT
WITNESSETH
City of Sanford Finance Corporation, a not-for-profit
corporation duly organized under the laws of the State of
Florida, which has its principal office in Sanford, Florida, has
named WILLIAM L. COLBERT, ESQ., located at Stenstrom, McIntosh,
Julian, Colbert, ~qhigham & Simmons, P.A., 200 West First Street,
Suite 22, Sanford, Florida, 32772-1330, as its registered agent
to accept service of process within this State:
ACKNOWLEDGMENT:
Having been named to accept service of process for the
above-stated not-for-profit corpgration, a'~ the place designated
in this Certificate, I hereby agree to act in this capacity, and
I further agree to comply with the provisions of all statutes
relative .to the proper and complete performance of my duties, and
I accept the duties and obligations of Section 617o023, 607,034
and 607.037, Florida Statutes.
DATED this 4th day of December, 1989.
No. 17
REQUEST AND AUTHORIZATION TO AUTHENTICATE AND DELIVER THE CERTIFICATES
December 20, 1989
Florida National Bank
800 North Magnolia Avenue
Orlando, Florida 32802
Attention: Corporate Trust Department
Ladies and Gentlemen:
We have delivered to you, as Trustee and Bond Registrar, the
duly executed $3,385,000 City of Sanford Finance Corporation
Certificates Of Participation (1989 City of Sanford Project) (the
"Certificates"), which have been issued under and pursuant to a
Trust Indenture (the "Indenture"), dated as of December 1, 1989,
between the City of Sanford Finance Corporation (the "Finance
Corporation") and Florida National Bank, Orlando, Florida, as
Trustee (the "Trustee").
Terms used herein.in capitalized form are as defined in the
Indenture.
You have received the documents set forth in Section 2.16 of
the Indenture evidencing that the conditions precedent to the
authentication and delivery of the Certificates have been met.
Such documents constitute all of the conditions precedent to the
authentication and delivery of the Certificates by you as Trustee
under the Indenture.
You are hereby requested and authorized to authenticate the
Certificates and, thereafter, to deliver $3,385,000 in aggregate
principal amount of such Certificates to or upon the order of
William R. Hough & Co. (the "Underwriter"), upon receipt from the
Underwriter of $3,303,892.55, being the purchase price therefor,
plus accrued interest on the Certificates from December 1, 1989 to
the date hereof.
Dated this 20th day of December, 1989.
CITY OF SANFORD FINANCE CORPORATION
(SEAL)
Bypre~id~ ~r ~
CERTIFICATE OF NON-ARBITRAGE
1. General
This Certificate is being executed and delivered pursuant to
Section 148 of the Internal Revenue Code of 1986, as amended (the
"Code") and Sections 1.103-13, 1.103-14 and 1.103-15 of the Trea-
sury Regulations and Section 1.148-OT-9T of the Proposed Temporary
Treasury Regulations (the "Regulations"), for the purpose of esta-
blishing the reasonable expectations of the City Commission of the
City of Sanford, Florida, acting as the governing body of the City
of Sanford, Florida (the "City") and the City of Sanford Finance
Corporation, a non-profit corporation organized and existing under
the laws of the State of Florida (the "Finance Corporation") in
connection with the issuance and delivery of the Lease Agreement
with Option to Purchase (the "Agreement") made and entered into as
of December 1, 1989, between the Finance Corporation, as lessor,
and the City, as lessee. By resolution of the City Commission of
the City of Sanford, Florida (the "Commission"), as the governing
body of the City, and by resolution of the Board'of Directors of
the Finance Corporation, the Commission and the Finance Corpora-
tion have authorized the execution and delivery of the Agreement.
The Agreement is being entered into pursuant to the Constitution
of the State of Florida, Chapter 166, Florida Statutes, as amended,
and the City of Sanford Charter, and pursuant to certain
resolutions of the Commission and the Finance Corporation.
The undersigned are the Mayor of the Commission and President
of the Finance Corporation and each is authorized to execute this
Certificate. This Certificate is based upon facts, circumstances,
estimates and expectations in existence on this date, the date of
delivery of the Agreement. In connection with the delivery of the
Agreement, $3,385,000 City Of Sanford Finance Corporation Certifi-
cates of Participation (1989 City of Sanford Project) (the "Certi-
ficates"), are being issued pursuant to that Trust Indenture, dated
as of December 1, 1989 (the "Trust Indenture"), between the Finance
Corporation and Florida National Bank, Orlando, Florida, as trustee
(the "Trustee"). The Certificates, which are being issued in an
aggregate principal amount equal to the principal amount of the
Agreement and which bear interest at rates set forth in the
Agreement, evidence undivided fractional interests in "Basic Rent
Payments" consisting of principal and interest to be made by the
City under the Agreement. The obligations of the City under the
Agreement are limited to amounts paid to the Finance Corporation,
as lessor, by the City, as lessee. The Certificates are being
issued in a principal amount equal to the principal amount of the
Agreement. Neither the Commission nor the Finance Corporation has
been notified of any listing or proposed listing by the Internal
Revenue Service as an issuer that may not certify as to future
events regarding its tax-exempt obligations. The terms used in
this Certificate of Non-Arbitrage shall have the meanings as
ascribed to them in the Code and the Regulations, and capitalized
terms not otherwise defined herein shall have the meanings given
them in the Trust Indenture with respect to the Agreement.
2. Purpose of the Certificates
The applicable proceeds of $3,273,777.51 to be received for
the benefit of the City from the sale of the Certificates equals
the principal amount of the Agreement of $3,385,000 less an under-
writers' discount of $60,930, less original issue discount of
$20,177.45, less the cost of insurance of $41,500, plus accrued
interest of $11,384.96 and will be used by the City to (a) acquire,
construct and equip a fire station and improvements thereto, and
acquire other equipment, fixtures and furnishings to be used for
municipal purposes (the "Projects"), (b) fund a reasonably required
reserve and replacement fund, and (c) pay the costs of issuance in
connection with the offering and sale of the Certificates.
3. Source and Disbursement of Funds
3.1 The amount necessary to acquire, construct and equip the
Projects and to pay the costs of issuance of the offering and sale
of the Certificates, equals or exceeds $3,273,777.51, plus antici-
pated iDvestment earnings thereon.
3.2 The applicable proceeds of the sale of the Certificates
identified to the City are reasonably expected to be used as
follows:
Deposit to the 1989 Project Fund .......... $2,860,923.00
Deposit to the Reserve Fund ............... $ 337,620.75
Deposit to the Rent Payment Fund,
representing accrued interest ............ $ 11,384.96
Deposit to Costs of Issuance Account
in the Project Fund ...................... $ 63,848.80
TOTAL USES OF FUNDS ....................... $3,273,777.51
Anticipated Investment Earnings will be used to pay costs of
constructing the Projects and to make payments of interest during
the period of construction.
4. TemporarV Period Investments
4.1 The City will within six months of the date hereof pay
or incur expenditures in excess of the lesser of $100,000 or 2-1/2%
of the portion of the Projects to be financed with the proceeds
received for the benefit of the City from the sale of the
Certificates for the acquisition, construction and equipping of the
Projects.
4.2 Work on the Projects will proceed with due diligence to
completion and it is reasonably expected that the Projects will be
completed on or before December 20, 1992. Moneys in the
Acquisition Account in the Project Fund may be invested at a yield
2
(computed as provided in Section 5 hereof) materially higher than
the' yield on the Agreement until expended for costs of the
Projects.
4.3 Applicable Proceeds in the Costs of Issuance Account in
the Project Fund will be expended within six months of the date
hereof to pay costs of issuing and delivering the Certificates.
Such moneys may be invested at a yield materially higher than the
yield on the Agreement.
5. Yield on the A~reement
The yield on the Agreement has been and will be computed by
determining the yield which when used in computing the present
value of all payments of principal and interest to be paid on the
Agreement produces an amount equal to the issue price of the Cer-
tificates. For purposes of calculating the yield on the Agreement
the issue price of the Agreement is $3,364,822.55, the initial
offering price of the public (excluding bond houses, brokers and
intermediaries") of the Certificates applicable to the Agreement
to the public (excluding bond houses, brokers and intermediaries)
at which price a substantial amount of such Certificates were sold
less the cost of the initial credit enhancement provided by the
Municipal Bond Insurance Policy (the "Bond Insurance") as indi-
cated on Exhibit A hereto. The Underwriter has represented as set
forth in Exhibit B hereto that the present value (using as a
discount factor the yield on the Agreement without taking into
account the Bond Insurance) of the cost of the Bond Insurance is
less than the present value of the interest reasonably expected to
be saved as a result of the Bond Insurance. MBIA, the issuer of
the Bond Insurance, has represented on Exhibit A hereto that the
premium it charges for the Bond Insurance are comparable to those
which are charged by it in similar transactions not involving the
issuance of tax-exempt obligations and that such fees have been
established in an arm's length transaction, represent a reasonable
charge for credit risk, constitute solely a charge for transfer of
credit risk and have not been increased to reflect the indirect
payment of costs of issuance of the Certificates.
6. Sinkin~ Funds
6.1 The Trust Indenture creates a Rent Payment Fund, an
Optional Redemption Fund, an Extraordinary Redemption Fund, a
Certificate Payment Fund and a Reserve Fund.
6.2 Moneys deposited in the Rent Payment Fund, the Optional
Redemption Fund, the Extraordinary Redemption Fund and the Special
Redemption Fund, will be used to pay Basic Rent Payments due under
the Agreement.
6.3 Any moneys deposited in the funds and accounts referred
to in Section 6.2 will be spent within a 13-month period beginning
3
on the date of deposit, and any amount received from the invest-
ment of such moneys will be spent within a one-year period begin-
ning on the date of receipt. Accordingly, such amounts and the
earnings thereon may be invested in obligations that bear a yield
materially higher than the yield on the Agreement.
7. Reserve Fund
The Trust Indenture creates the Reserve Fund (the "Reserve
Fund"). The City will deposit $337,620.75 which represents the
Reserve Requirement in such Reserve Fund from the proceeds of the
Certificates. Moneys on deposit in the Reserve Fund will be used
to pay debt service on the Certificates in the event moneys on
deposit in the Rent Payment Fund are insufficient therefor.
Amounts deposited in the Reserve Fund from the proceeds of the
Certificates do not exceed the lesser of 10% of the proceeds of the
Certificates, one year's maximum annual debt service on the
Certificates or 125% of average annual debt service on the Certi-
ficates. The Underwriter has represented in Exhibit B hereto that
the funding of the Reserve Fund in such amount was a vital factor
in marketing the Certificates and facilitates the marketing of the
Certificates at an interest rate comparable to that of bond issues
of a similar type.
8. Rebate
Pursuant to the provisions of Section 148(f)(4)(C) of the
Code, the City has elected in Section 4.5.2 of the Agreement to
have the rebate requirements of Section 148 of the Code not apply
to its obligations under the Agreement and not to apply to the
obligations of the Finance Corporation under the Trust Indenture
or the Certificates.
9. Miscellaneous
9.1 There are no funds or accounts in existence or that will
be established in addition to the funds and accounts referred to
in Section 6.2 or 7 that are reasonably expected to be used to pay
principal of or interest on the Agreement or the Certificates.
9.2 No portion of the proceeds of the Certificates will be
used as a substitute for other funds which were otherwise to be
used as a source of financing for any portion of the Projects and
which have been or will be used to acquire directly or indirectly
securities producing a yield in excess of the yield on the
Agreement.
9.3 There are no other obligations of the Finance Corporation
or the City which (i) are issued at substantially the same time as
the Agreement, (ii) are sold pursuant to a common plan of financing
together with the Agreement, and (iii) will be paid out of sub-
stantially the same source of funds (or will have substantially the
4
same claim to be paid out of substantially the same source of
funds) as the Agreement.
9.4 On the basis of the foregoing facts, estimates and cir-
cumstances, it is not expected that the proceeds of the Certifi-
cates received in regard to the Agreement will be used in a manner
that would cause the Agreement or the Certificates to be an "arbi-
trage bond" within the meaning of Section 148 of the Code and the
regulations of the United States Department of the Treasury issued
thereunder. To the best of the knowledge and belief of the under-
signed, there are no other facts, estimates or circumstances that
would materially change such expectations.
9.5 The Agreement is not and will not be a part of a trans-
action or series of transactions that attempt to circumvent the
provisions of Section 148 of the Code and the regulations there-
under, (a) enabling the Finance Corporation or the City to exploit
the difference between tax-exempt and taxable interest rates to
gain a material financial advantage and (b) increasing the burden
on the market for tax-exempt obligations.
9.6 The Finance Corporation in executing this certificate is
relying on the representation of the City, which representation the
City hereby makes, that the factual representations set forth in
paragraphs 2, 3 and 4 are true and correct. The Finance
Corporation is not aware of any facts or circumstances that would
cause it to question the accuracy of such representation.
[remainder of page intentionally left blank]
5
DATED: December 20, 1989
CITY OF SANFORD, FLORIDA
By ~ ~ ~
Mayor ~ /
CITY OF SANFORD FINANCE
CORPORATION
BYpres~i~tj ~ ~
Signature Page to
Certificate of Non-Arbitrage
EXHIBIT A
TO
CERTIFICATE OF NON-ARBITRAGE
December 20, 1989
City of Sanford, Florida
Sanford, Florida
City of Sanford Finance Corporation
Sanford, Florida
Florida National Bank
Orlando, Florida
Re: $3,385,000 City of Sanford Finance Corporation Certifi-
cates of Participation (1989 City of Sanford Project)
(the "Certificates")
Gentlemen:
The undersigned, as underwriter in connection with the
Certificates, hereby represents that:
1. All of the Certificates have been the subject of an ini-
tial offering to the public (excluding bond houses, brokers or
similar persons or organizations acting in-the capacity of under-
writers or wholesalers) made pursuant to the Certificate Purchase
Contract among the City of Sanford Finance Corporation, the City
of Sanford, Florida, and the underwriter, at prices no higher
than, or yields no lower than, those shown on the cover of the
Official Statement relating to the Certificates.
2. To the best of our knowledge, based on our records and
other information available to us which we believe to be correct,
at least 25% of each maturity of the Certificates were sold to the
public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or whole-
salers) at initial offering prices not greater than the respective
prices shown on the cover of the Official Statement. At the time
the underwriters agreed to purchase the Certificates, based upon
our assessment of the then prevailing market conditions, we had no
reason to believe any of the Certificates would be initially sold
to the public (excluding such bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters or
wholesalers) at prices greater than the prices, or yields less
than the yields, shown on the cover of the Official Statement.
3. The present value of the cost of the credit enhancement
provided by the Municipal Bond Isurance Policy for the Certifi-
cates is less than the present value of the interest reasonably
expected to be saved as a result of the Municipal Bond Insurance
Policy. In determining such present value savings, the yield on
the Certificates (determined without regard to the costs of the
Municipal Bond Insurance Policy) has been used as the discount
rate.
4. The funding of the Reserve Fund in the amount of the
Reserve Requirement (initially 10% of the proceeds of the Certifi-
cates) was a vital factor in the marketing of the Certificates,
and the funding of the Reserve Fund facilitates the marketing of
the Certificates at an interest rate comparable to that of bond
issues of a similar type.
WILLIAM R. HOUGB & CO.
Vice President
CERTIFICATE OF UNDERWRITER REGARDING YIELD
For purposes of Section 148(f) of the Internal Revenue Code
of 1986, as amended, the yield on the Lease Purchase Agreement,
dated as of December 1, 1989, issued by the City of Sanford
Finance Corporation on behalf of the City of Sanford, Florida, is
~. 7~ %.
WILLIAM R. HOUGH & CO.
Vice President
Dated: December 20, 1989
,.~ 8038-G ""'c~rmation Return for Tax-Exe/"~.t
<Oece~b,, ~9SS> Governmental Bond Issues oMs~o
Department ol ~he Treasury !w Under Section 149(e) Exp,es 12-31 89
[n~elnal Revenue Service (Use Form 8038-GC if issue price is under $100.000.)
lkAlmi| Reporting Authority Check box if Amended Return )-
city o~ santorQ 59-6000425
2UO West First Street G198 ~j - 1
~anzor~, Florida 32771 UecemDer 20,
j~lmJJJ Type of lssue (check box(es) thatappties)
7 Check box if bonds are tax or other revenue anticipation bonds · [] Issue P,,ce
8 Checkboxifbondsareintheformofaleaseorinstallmentsale· [] .__
9 ~ Education ................................
10 [] Hes[th and hospital ...........................
11 [] Transportation ............................
12 ~ Publicsafety ...........................
13 [] Environment (including sewage bonds) ....................
14 [] Housing .............................
15 [] Utilities .............. , ...............
16 r'] Other. Describe (see instructions) ·
[~1,!111 Description of Bonds
(d) (e) (I) (g)
(I) (b) (¢) Stareel redemp(ion WelShted Net anterest
.,,t, .,. ,. ,.., ,.,. "'" °"""'"'" """""'F
,ne, ma,ur,ty
18 Entire issue. . :j 2'.55 " 8.413 years ,r~ 6.576523%
IkkuiFI Uses of Original PW'oceeds of lssue (including underwriters' discount) "j,j~5,OO0
19 Proceeds used for accrued interest ....................... 19 11 t J
20 Proceeds used for bond issuance coats (including underwriters' discount) ........... 20 115,4 J 0.0 (J
21 Proceeds used for credit enhancement ...................... 21 41,500.00
22 Proceeds allocated to reasonably required reserve or replacement fund ........... 22 3 3/, b :Z O. / 5
23 Proceeds used to refund prior issues ...................... 23 U . U 0
24 Nonrefunding proceeds of the issue (subtract lines 20, 21, 22, and23fromlinelg, column(c)) 24 2t~0,449.25
libulJJ Description of Refunded Bonds (complete this part only for refunding bonds)
25 Enter the remaining weighted average maturity of the bonds to be refunded ......... ~ N / A years
26 Enter the last date on which the refunded bonds will be called ............. ·
27 Enter the date(s) the refuhded bonds were issued ·
I~l,,%ril Miscellaneous
28 Enter the amount (if any) of the state volume cap allocated to this issue .......... · N / A
29 Arbitrage rebate:
a Check box if the small governmental unit exception to the arbitrage rebate requirement appiies .........
b Check box if the 6-month temporary investment exception to the arbitrage rebate requirement is expected to apply
c Check box if you expect to earn and rebate arbitrage profits to the U.S .................. []
30 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(ii) ..... ·
31 Pooled financings:
a Check box if qny of the proceeds of this issue are to be used to make loans to other governmental units · [] and
enter the amount ·
b Check box if this issue is a loan made from the proceeds of another tax-exen~pt issue · [] and enter the name of the
issuer ~- and t~e date of the issue ·
Please theyarett .tort t. and~ ~.~ '
Si ~ettye D. Sr~itl~ Date
For Paperwork Reduction Act Notice, see page 1 of the Instructions. Form 8038-G , :z-ss~
, t