537-CRA-Bonds NOT TO EXCEED
$2,800,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OFSANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994B
CLOSING DOCUMENTS
1. (a) Opinion of Bryant, Miller and Olive, P.A.
(b) Reliance Letter of Bryant, Miller and Olive, P.A.
2. (a) Opinion of Stenstrom, McIntosh, Julian, Colbert,
Whigham & Simmons, P.A., Counsel to the Agency
(b) Opinion of Stenstrom, McIntosh, Julian, Colbert,
Whigham & Simmons, P.A., Counsel to the City
3. Specimen Bond
4. Receipt for Bonds
5. Certificate of Delivery and Payment
6. (a) Purchaser's Certificate
(b) Commitment Letter dated July 22, 1994
(c) Sworn Statement under Section 287,133(3)(a), Florida
Statutes
(d) Disclosure Statement
7. Request and Authorization to Authenticate Bonds
8. Certificate of Incumbency
9. Certificate re Public Meetings
10. (a) Certificate of Agency as to Signatures, No Litigation
and Other Matters
(b) Facsimile Signature Affidavits
11. Agency Resolutions:
(a) Resolution No. 93-2, authorizing issuance of Bonds,
adopted September 27, 1993
(b) Resolution No. 94-1, amending Resolution No. 93-2,
adopted July 11, 1994
(c) Resolution No. 94-2, awarding the sale of the Bonds,
adopted July 25, 1994
12. City Resolutions and Ordinances
(a) Resolution No. 1587, approving concept of tax increment
financing, adopted June 20, 1990
(b) Ordinance No. 3154, closing, vacating and abandoning
certain property, adopted June 28, 1993
(c) Ordinance No. 3160, June 28, 1993, creating
redevelopment trust fund, adopted June 28, 1993
(d) Resolution No. 1664, declaring City Commission to be
Community Redevelopment Agency, adopted June 28, 1993
(e) Resolution No. 1665, approving a revised Community
Redevelopment Plan, adopted June 28, 1993
(f) Ordinance No. 3177, amending Ordinance No. 3160,
adopted October 11, 1993
(g) Resolution No. 1694, ratifying all action taken by the
Agency, adopted July 25, 1994
13. County Resolutions
(a) Resolution No. 90-R-213, adopted July 10, 1990
(b) Resolution No. 93-R-181, adopted June 8, 1993
14. Certificate of Trustee, Registrar and Paying Agent
15. (a) Notice of Sale to Division of Bond Finance
(b) Bond Finance Forms 2003 and 2004-B
16. (a) Final Judgment
(b) Certificate of No Appeal
Distribution:
(1) Community Redevelopment Agency of the City of Sanford,
Florida
(1) Stenstrom, McIntosh, Julian, Colbert, Whigham & Simmons,
P.A.
(1) Bryant, Miller and Olive, P.A.
(1) First Union National Bank of Florida
(1) Seminole Towne Center Limited Partnership
(1) Fishkind & Associates, Inc.
LAW OFFICES
BRYANT, MmLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
FAX; (904) 224-1544
Barnett Plaza (904) 224-0044 5825 Glenridge Drive
Suite 1265 Building 3
103. East Kennedy Boulevard Suite 101
Tampa, Florida 33602 Atlanta, Georgia 30328
(813l 2?3-6677 (404l 705-8433
FAX: (813)223-2705 FAX: (404)705-8437
October 18, 1994
Community Redevelopment Agency
of the City of Sanford
Sanford, Florida
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance
by the Community Redevelopment Agency of the City of Sanford,
Florida (the "Issuer"), of its not to exceed $2,800,000 Community
Redevelopment Revenue Bonds, Series 1994B (the "Series 1994B
Bonds"), pursuant to the Constitution and laws of the State of
Florida, Chapter 163, Part III, Florida Statutes, and other
applicable provisions of law and a resolution adopted by the Issuer
on September 27, 1993, as amended and supplemented (collectively,
the "Resolution"). Any capitalized undefined terms used herein
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 Resolu-
tion and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify the
same by independent investigation. We have not undertaken an
independent audit, examination, investigation or inspection of such
matters and have relied solely on the facts, estimates and circum-
stances described in such proceedings and certifications. We have
assumed the genuineness of signatures on all documents and instru-
ments, the authenticity of documents submitted as originals and the
conformity to originals of documents submitted as copies.
We have not been engaged or undertaken to review the accuracy,
completeness or sufficiency of any offering material relating to
the Series 1994B Bonds. This opinion should not be construed as
offering material, an offering circular, prospectus or official
statement and is not intended in any way to be a disclosure state-
ment used in connection with the sale or delivery of the Series
No. l(a)
Community Redevelopment Agency
of the City of Sanford, Florida
Page 2
1994B Bonds. Furthermore, we are not passing on the accuracy or
sufficiency of any CUSIP numbers appearing on the Series 1994B
Bonds. In addition, we have not been engaged to and, therefore,
express no opinion as to compliance by the Issuer or the under-
writer with any federal or state statute, regulation or ruling with
respect to the sale and distribution of the Series 1994B Bonds.
In rendering this opinion, we have examined and relied upon
the opinion of even date herewith of Stenstrom, McIntosh, Julian,
Colbert, Whigham and Simmons, P.A., Attorneys for the Issuer, as to
the due creation and valid existence of the Issuer and the due
adoption of the Resolution.
Pursuant to the terms, conditions and limitations contained in
the Resolution, the Issuer has reserved the right to issue obliga-
tions in the future which shall have a lien on the Pledged Revenues
equal to that of the Series 1994B Bonds.
The Series 1994B Bonds do not constitute a general obligation
or indebtedness of the Issuer within the meaning of any constitu-
tional, 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 Series 1994B Bonds.
The opinions set forth below are expressly limited to, and we
opine only with respect to, the laws of the State of Florida.
Based on our examination, we are of the opinion, as of the
date of this opinion, as follows:
1. The Resolution constitutes a valid and binding obligation
of the Issuer enforceable upon the Issuer in accordance with its
terms.
2. The Series 1994B Bonds are valid and binding special
obligations of the Issuer enforceabie in accordance with their
terms, payable solely from the sources provided therefor in the
Resolution.
It is to be understood that the rights of the owner of the
Series 1994B 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, reorga-
nization, moratorium and other similar laws affecting creditors'
rights heretofore or hereafter enacted.
Community Redevelopment Agency
of the City of Sanford, Florida
Page 3
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 circum-
stances change after the date hereof.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahass¢¢, Florida 32301
(904) 222-8011
FAX; (904) 224-1544
Barnett Plaza (904) 224-0044 582~ Glenridge Drive
Suite 1~o5 Building 3
101 East Kennedy BOulevard Suite 101
Tampa, Horida 33602 Atlanta, Georgia 30328
(813) 273-6677 (404) 705-8433
FAX: (813) 223-2705 FAX: (404) 705-8437
October 18, 1994
Seminole Towne Center
Limited Partnership
P. O. Box 7033
Indianapolis, Indiana 46207
Re: Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B
Gentlemen:
On even date herewith, we rendered our approving opinion in
connection with the above-referenced Bonds. You may rely on such
approving opinion as if it were addressed to you.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
No. l(b)
STENSTi~O~[, i~cIi',TTOSH, J'LTT,TA.N, COLBEI~T, W~iLG]tAiVI & SIMMONS, P.A.
ATTORNEYS AND COUNSELLORS AT LAW
KENNETH W, MCINTOSH SANFORD, FLORIDA 38772'4848 DOUGLAS STENSTRC*I~
October 18, 1994
Community Redevelopment Agency
of the City of Sanford, Florida
Seminole Towne Center Limited Partnership
Bryant, Miller and Olive, P.A.
Ladies and Gentlemen:
We are counsel to the Community Redevelopment Agency of the City of
Sanford, Florida (the "Agency"), and as such have acted as counsel
for the Agency in connection with the issuance and sale of its not
to exceed $2,800,000 aggregate principal amount of the Agency's
Community Redevelopment Revenue Bonds, Series 1994B (the "Bonds").
All terms not otherwise defined herein shall have the meanings
ascribed thereto in Resolution No. 93-2, adopted by the Agency on
September 27, 1993, as amended and supplemented.
This opinion should not be construed as an offering material, an
offering circular, a prospectus or an official statement and is not
intended in any way to be a disclosure statement used in connection
with the sale or delivery of the Bonds. Furthermore, we are not
passing on the accuracy or sufficiency of any CUSIP numbers
appearing on the Bonds.
The Series 1994B 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 Series 1994B Bonds.
The opinions set forth below are expressly limited to, and we opine
only with respect to, the laws of the State of Florida.
No. 2 (a)
Page Two
October 18, 1994
For the purpose of rendering this opinion, we have examined the
Constitution and laws of the State of Florida, a transcript of the
proceedings of the City relating to the authorization and issuance
of the Bonds, and such other records, certificates and documents as
we have considered necessary to render this opinion. Based upon
such review, we are of the opinion that:
1. The Agency is a duly created and validly existing body politic
and corporate of the State of Florida.
2. Resolutions No. 93-2, 94-1 and 94-2, adopted by the Agency on
September 27, 1993, July 11, 1994, and July 25, 1994, as amended
and supplemented (the "Bond Resolutions") were duly adopted by the
Agency and are in full force and effect, and have not otherwise
been amended, modified or supplemented since adoption.
3. The execution and delivery of the Bonds will not conflict with
or constitute a breach of or a default under any law,
administrative regulation, court decree, ordinance or agreement to
which the Agency is subject or by which it is bound.
4. No litigation for which the Agency has received service of
process is pending or, to our knowledge, threatened in any court to
restrain or enjoin the issuance or delivery of the Bonds or the
collection of revenues pledged or to be pledged to pay the
principal or redemption price, if any, of and interest on the Bonds
or in any way contesting or affecting the validity of the Bonds, or
the Bond Resolution or the transactions contemplated by them.
It is to be understood that the rights of the owner of the Series
1994B 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.
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.
Sincerely,
STENSTROM, MCINTOSH, JULIAN,
COLBERT, WHIGHAM & SIMMONS, P.A.
STENSTROM, I~IcINTOStL JULIAN, COLBERT, ~VtilG-HAM: & SIM2~ONS, P..A..
ATTORNEYS AND COUNSELLORS AT LAW
October 18, 1994
City of Sanford, Florida
Seminole Towne Center Limited Partnership
Bryant, Miller and Olive, P.A.
Ladies and Gentlemen:
We are counsel to the City of Sanford, Florida (the "City"), and as
such have acted as counsel for the City in connection with the
issuance and sale of $2,800,000 aggregate principal amount of the
Community Redevelopment Revenue Bonds, Series 1994B (the "Bonds").
This opinion should not be construed as an offering material, an
offering circular, a prospectus or an official statement and is not
intended in any way to be a disclosure statement used in connection
with the sale or delivery of the Bonds. Furthermore, we are not
passing on the accuracy or sufficiency of any CUSIP numbers
appearing 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.
For the purpose of rendering this opinion, we have examined the
Constitution and laws of the State of Florida, a transcript of the
proceedings of the City relating to the authorization and issuance
of the Bonds, and such other records, certificates and documents as
we have considered necessary to render this opinion. Based upon
such review, we are of the opinion that:
1. The City is a duly created and validly existing body politic
and corporate of the State of Florida.
No. 2(b)
Page Two
October 18, 1994
2. Resolutions No. 1587, 1664, 1665, 1694, adopted by the City on
June 25, 1990, June 28, 1993, June 28, 1993 and July 25, 1994, and
Ordinances No. 3154 and 3160, adopted by the City on June 28, 1993,
as amended and supplemented were duly adopted by the City and are
in full force and effect, and have not otherwise been amended,
modified or supplemented since adoption.
It is to be understood that the rights of the owners of the Series
1994B 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.
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.
Sincerely,
STENSTROM, MCINTOSH, JULIAN,
COLBERT, WHIGHAM & SIMMONS, P.A.
Not to Exceed
No. R-1 $2,800,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COM~KINITY REDEVELOPMENT AGENCY OF THE
CITY OF SAMFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994B
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMPFJNITY
REDEVELOPMENT AGENCY OF THE CITY OF SAMFORD, FLORIDA (the
"Issuer"), for value received, promises to pay to the order of
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP (the "Registered Owner"
or the "Holder"), or registered assigns, upon the presentation and
surrender hereof at the principal corporate office of the Paying
Agent, on December 1, 2011 (the "Maturity Date") or at prior
redemption, the principal sum of the lesser of TWO MILLION EIGHT
HUNDRED THOUSAND DOLLARS ($2,800,000) or the principal amount so
advanced to the Issuer as hereinafter provided, and in like manner
to pay interest on said principal sum from the date such portions
shall be advanced pursuant to the terms herein, at the rate of nine
percent (9.00%) per annum on each December 1, but only to the
extent that Pledged Revenues ar ilable for such payment. In
the event the Issuer does no sufficient legally available
Principal of this Series 1994B Bond is payable at the principal
corporate trust office of First Union National Bank of Florida,
Jacksonville, Florida, as Paying Agent (the term "Paying Agent"
where used herein refers to said Paying Agent or its successors),
and interest is payable to the Registered Owner by check or draft
to the person in whose name this Series 1994B Bond is registered on
the registration books of the Issuer maintained by First Union
National Bank of Florida, as Registrar (the term "Registrar" where
used herein refers to said Registrar or its successors).
The Issuer and the Registered Owner intend that the funds
loaned hereunder in addition to the initial amount of funds loaned
hereunder shall be advanced by the Registered Owner as the same
shall be needed by the Issuer for the payment of the cost of
acquiring and constructing improvements (the "Project") to the
Seminole Towne Center Community Redevelopment Area. The Registered
Owner will make a notation of each portion of the principal sum so
advanced and the date of such advance on the schedule hereon and
Page 1 of 6
No. 3
will attach hereto an original receipt from an authorized officer
of the Issuer verifying receipt of such funds.
This Series 1994B Bond represents an authorized issue of
Series 1994B Bonds in the aggregate principal amount of not
exceeding $2,800,000 issued to finance the Issuer's costs of the
Project, under the authority of and in full compliance with the
Constitution and Statutes of the State of Florida, including
particularly Chapter 166, Part II, and Chapter 163, Part III,
Florida Statutes, and Resolution No. 93-2 of the Issuer, as amended
and supplemented (the "Resolution"), and is subject to all the
terms and conditions of said Resolution. Capitalized terms not
defined herein shall have the same meaning as set forth in the
Resolution.
This Series 1994B Bond does not constitute a general indebted-
ness of the City of Sanford, Florida (the "City"), or the Issuer
within the meaning of any constitutional or statutory provision or
limitation, and it is expressly agreed by the Registered Owner of
this Series 1994B Bond that such Registered Owner shall never have
the right to require or compel the exercise of the ad valorem
taxing power of the City of Sanford, the Community Redevelopment
Agency of the City of Sanford, Sem ole County, the State of
Florida or any political subdivisio reof for the payment of an~
redem o e i e
at a redemption price equal to 100% of the principal amount to be
redeemed, plus accrued interest, in an amount equal to Trust Fund
Revenues legally available on such date to pay debt service on the
Series 1994B Bonds.
The Series 1994B Bonds are subject to optional redemption at
the option of the Issuer at any time prior to maturity in whole or
in part, from any available funds, at 100% of the principal amount
of the Series 1994B Bonds to be redeemed, plus accrued interest to
the date fixed for redemption.
Notice of such redemption shall be given in the manner
required by the Resolution.
This Series 1994B Bond is payable from a second, junior lien
upon and pledge of proceeds of certain revenues received by the
Community Redevelopment Agency of the City of Sanford, Florida,
pursuant to Section 163.387, Florida Statutes, collected by the
City pursuant to Ordinance No. 3160 of the City and certain other
revenues more fully described in the Resolution (collectively, the
"Pledged Revenues.")
Page 2 of 6
Additional parity obligations payable from the Pledged
Revenues may be issued on a parity with Series 1994B Bonds of this
issue, but only subject to the conditions and limitations contained
in the Resolution. The Series 1994B Bonds and such additional
parity obligations are referred to herein as the "Bonds."
Furthermore, the Issuer has covenanted in the Resolution that the
pledge and covenants in the Resolution constitute a contract
between the City, the Issuer, and the Holders of the Series 1994B
Bonds of this issue not subject to repeal, impairment, or
modification by the City or the Community Redevelopment Agency Of
the City of Sanford or the Legislature of the State of Florida and
the City and Issuer have made certain other covenants for the
benefit of the Holders of the Series 1994B Bonds of this issue, for
the terms of which reference is made to the Resolution.
The Issuer has issued its $6,000,000 Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994A, secured by a first and prior lien on
the Pledged Revenues.
All of the Series 1994B Bonds are secured equally and ratably
by a junior, inferior and subordinate pledge of the Pledged
Revenues.
NOTWITHSTANDING ANY PROVISION F THE RESOLUTION OR THIS BOND
TO THE CONTRARY, THE OBLIGATION E CITYOF SANFORD, FLORIDA, TO
MAKE DEPOSITS TO THE REDEVELO UND TERMINATES AT THE END OF
THE TAX YEAR ENDING DECEM , 2011, NOTWITHSTANDING THE FACT
THAT THE ISSUER. MAY NOT ALL PRINCIPAL OF AND INTEREST ON
31, 2011 FOR THE TAX YEAR ENDED DECMER 31, 2011 FOR DEPOSITS IN
THE MANNER SET FORTH IN THE RESOLUTION.
Interest on the Series 1994B Bonds shall not be excluded from
the gross income of the Holders thereof for purposes of federal
income taxation.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed prece-
dent to and in the issuance of this Series 1994B 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 Florida
applicable thereto, and that the issuance of the Series 1994B Bonds
of this issue does not violate any constitutional or statutory
limitation or provision.
This Series 1994B Bond is and has all the qualities and
incidents of a negotiable instrument under the Uniform Commercial
Code - Investment Securities Law of the State of Florida.
Page 3 of 6
The transfer of this Series 1994B Bond is registrable by the
Registered Owner hereof in person or by his attorney or legal
representative at the principal corporate trust office of the
Paying Agent but only in the manner and subject to the conditions
provided in the Resolution and upon surrender and cancellation of
this Series 1994B Bond. Such transfers shall be made only to a
bank, savings association, insurance company or other financial
institution which executes an investment letter satisfactory tot he
Issuer.
It is further agreed between the Issuer and the Registered
Owner of this Series 1994B Bond that this Series 1994B Bond and the
obligation evidenced hereby shall not constitute a lien upon any
property of or in the City of Sanford, but shall constitute a
second, junior lien only on the Pledged Revenues in the manner
provided in the Resolution.
This Series 1994B Bond shall not be valid or become obligatory
for any purpose or be entitled to any benefit or security under the
Resolution until it shall have been authenticated by the execution
of the Registrar of the certificat of aUthentication endorsed
IN WITNESS WHEREOF, the ity Redevelopment Agency of the
City of Sanford, Florida, sued this Series 1994B Bond and
corporate seal of the Issuer or a facsimile thereof to be affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of
the Dated Date identified above.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SA~FORD, FLORIDA
~,~ ~, SEAL ,,~ ~
· chai= n
ATTESTED:
Clerk
Page 4 of 6
CERTIFICATE OF AUTHENTICATION
This Series 1994B Bond is one of the Series 1994B b,
described therein and issued under the provisions of the with_
mentioned Resolution-
FIRSTUNION NATIONALBANK OF FLORIDA
REGISTRAR, as Authenticating Agent
ByJ~
Its Authorized Officer
Date of Authentication:
VALIDATION FICATE
This Bond is one of a s f Bonds which were validated by
judgment of the Circuit C r Seminole County, Florida, ren-
dered on January 14, 199~ .
~'Chai~'~an~
Page 5 of 6
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached Series 1994B
Bond of the Community Redevelopment Agency of the City of Sanford,
Florida, and does hereby constitute and appoint
, attorney, to transfer the said Series 1994B Bond on
the books kept for registration thereof, with full power of
substitution in the premises.
Date
Signature Guaranteed:
NOTICE: Signature(s) must be NOTICE: No transfer will be
guaranteed by a member firm of registered and no new Series
~ assignment corresponds with the
company. unless the signature to this
name as it appears upon the
alteration or enlargement or
any change whatever and the
Social Security or Federal
Employer Identification Number
of the Transferee is supplied.
RECORD OF ADVANCES
DATE OF AMOUNT OF SIGNATURE OF
ADVANCE ADVANCE REGISTERED OWNER
October 18, 1994 1,100,000.00SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP, an Indiana limited
partnership
By: Simon Property Group~ L.P. ~ a Delaware limited partnership~ General Partner
By: Simon Propert G oup~ Inc.~ a Maryland corporation~ its General Partner
Page 6 of 6
CERTIFICATE OF DELIVERY AND PAYMENT
I, the undersigned Chairman of the Community Redevelopment
Agency of the City of Sanford, Florida (the"Agency"), DO HEREBY
CERTIFY that on the 18th day of October, 1994, I delivered to
Seminole Towne Center Limited Partnership (the "Purchaser"), the
following described obligations of the City:
Not to exceed $2,800,000 Community Redevelopment Agency
Of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
I received, on behalf of e Agency from the Purchaser
$ 1,100,000.00 as partial paL~or the above-described Bonds,
with the remaining proceeds advanced as the Project is
c mplete~.
IN WITNESS WHEREOF~ hereunto set my hand this 18th day
of October, 1994.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD, FLORIDA
By: ~ ~- ~ hairman
No. 5
RECEIPT FOR BONDS
RECEIPT IS HEREBY ACKNOWLEDGED of the following described
obligations of the Community Redevelopment Agency of the City of
Sanford, Florida:
Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
Dated this 18th day of October, 1994.
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP,
an Indiana limited partnership
By: Simon Property Group, L.P., a
Delaware limited partnership,
General Partner
By: Simon Property Group, Inc., a
Maryland corporation, its General
Partner
By: ~
its:
No. 4
CERTIFICATE OF DELIVERY AND PAYMENT
I, the undersigned Chairman of the Community Redevelopment
Agency of the City of Sanford, Florida (the "Agency"), DO HEREBY
CERTIFY that on the 18th day of October, 1994, I delivered to
Seminole Towne Center Limited Partnership (the "Purchaser"), the
following described obligations of the City:
Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting Of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
I received, on behalf of the Agency from the Purchaser
$ 1,100,000 as partial payment for the above-described Bonds,
with the remaining proceeds to be advanced as the Project is
completed.
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day
of October, 1994.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD, FLORIDA
By: ~? ~
No. 5
PURCHASER'S CERTIFICATE
October 18, 1994
Community Redevelopment Agency
of the City of Sanford, Florida
Sanford, Florida
Stenstrom, McIntosh, Julian, Colbert,
Whigham & Simmons, P.A.
Sanford, Florida
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
City Commission
City of Sanford, Florida
Ladies and Gentlemen:
This letter is being executed and delivered by the undersigned
as purchaser (the "Purchaser") to the Community Redevelopment
Agency of the City of Sanford, Florida (the "Issuer"), Stenstrom,
McIntosh, Julian, Colbert, Whigham & Simmons, P.A., Counsel to the
Issuer, Bryant, Miller and Olive, P.A., Bond Counsel and the City
Commission of the City of Sanford, so that the Issuer will issue,
sell and deliver its not to exceed $2,800,000 Community
Redevelopment Revenue Bonds, Series 1994B (the "Series 1994B
Bonds") to the Purchaser to finance the acquisition and
construction of certain facilities and improvements (the "Project")
in the Seminole Towne Center Community Redevelopment Area (the
"Redevelopment Area") by the Issuer and to pay certain costs of
issuance of the Series 1994B Bonds. Terms defined in Resolution
No. 93-2, as amended and supplemented (the "Resolution"), are used
in this letter with the meanings assigned to them therein.
The undersigned hereby represents, warrants and agrees to and
with the Issuer that:
1. The Purchaser is an accredited investor as such
term is defined in the Securities Act of 1933.
2. The Purchaser has received copies of the Resolution
and certain of the other documents or instruments
being delivered in connection with the issuance of
the Bonds and agrees to comply with the terms
thereof, which are required pursuant to the Letter
of Conditions between the Issuer and Seminole Towne
Center Limited Partnership (the "Purchaser"), dated
July 22, 1994, and said documents are in form and
No. 6(a)
substance satisfactory to the Purchaser and its
counsel.
3. The Purchaser has conducted its own investigations,
to the extent it deems satisfactory or sufficient
into matters relating to the business, properties,
management, and financial position and results of
operations of the Issuer, the Redevelopment Area
and the Project; has received such information
(including financial statements and other financial
information) concerning the Issuer, the
Redevelopment Area and the Project that it has
requested in connection with its investment in the
Series 1994B Bonds; and during the course of the
transaction and prior to the purchase of the Series
1994B Bonds by the Purchaser, has been provided
with the opportunity to ask questions of and
receive answers from the Issuer or any person
acting on behalf of those persons concerning the
Issuer or the Project or concerning the terms and
conditions of the Series 1994B Bond offering and
the security therefor, and to obtain any additional
information needed in order to verify the accuracy
of the information obtained to the extent that the
Issuer possesses such information or can acquire it
without unreasonable effort or expense.
4. The Purchaser is aware that the receipt of Trust
Fund Revenues is dependent upon a number of
economic variables that could effect the security
of its investment in the Series 1994B Bonds.
5. The Purchaser understands that the Series 1994B
Bonds are not registered under the Securities Act
of 1933, as amended. The Purchaser is purchasing
the Series 1994B Bonds for its own account for
investment and not with a view to, and with no
present intention of, distributing or reselling the
Series 1994B Bonds or any portion thereof. The
Purchaser understands that the Series 1994B Bonds
may be transferred or sold in very limited
circumstances and only in the manner set forth in
the Series 1994B Bonds. The Purchaser further
understands that the Series 1994B Bonds may only be
issued as one fully registered obligation and may
not be exchanged for Series 1994B Bonds in smaller
denominations.
6. The Purchaser understands that the Series 1994B
Bonds are junior lien obligations and that the
Issuer has previously issued its $6,000,000
Community Redevelopment Revenue Bonds, Series 1994A
(the "1994A Bonds"). The Purchaser understands
that no Trust Fund Revenues will be available for
the payment of the Series 1994B Bonds unless all
payments are current on the Series 1994A Bonds.
7. The Purchaser understands that the Series 1994B Bonds are
structured in a manner such that payment of principal of
and interest on the Series 1994B Bonds will not be due
and owing unless and until all payments on the Series
1994A Bonds are current.
8. The Purchaser understands that interest on the
Series 1994B Bonds is not excluded from the gross
income of the holders thereof for purposes of
federal income taxation.
The Purchaser understands and agrees that the foregoing
representations will be relied upon by the Issuer in the issuance
of the Bonds and by Bond Counsel and the City Attorney to the
Issuer in rendering certain opinions in connection with the
issuance of the Series 1994B Bonds.
Very truly yours,
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP,
an Indiana limited partnership
By: Simon Property Group, L.P., a
Delaware limited partnership,
General Partner
By: Simon Property Group, Inc., a
Maryland corporation, its General
Partner
By: ~
ts: Vtc ' Pre tden
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
300 North Park Avenue, Second Floor
Sanford, Florida 32771
William L. Colbert, Esq.
STENSTROM, McINTOSH, JULIAN, COLBERT
WHIGHAM & SIMMONS, P.A.
Sunbank Building, Suite 200
200 West First Street
Sanford, Florida 32772-4848
Re: $2,800,000.00
Community Redevelopmerit Agency of the City of Banford, Florida
Community Redevelopmerit Revenue Bonds, Series 1994-B
Dear Ladies and Gentlemen:
This letter is to confirm our intention to purchase up to a
maximum of $2,800,000.00 of the Community Redevelopment Revenue
Bonds of the Community RedevelopmentAgency of the City of Sanford,
Series 1994-B ("Bonds") in one or more series at par. It is our
intent that the purchase of the Bonds occur contemporaneously with
or shortly after the sale of the Community Redevelopment Revenue
Bonds of the Community Redevelopment Authority of the City of
Sanford, Series 1994-A. Our purchase of the Bonds is subject to
and conditioned upon the issuance and sale of the Series 1994-A
Bonds.
The foregoing represents our stated intent to purchase an
aggregate amount not to exceed $2,800,000.00.
Very truly yours,
SEMINOLE TOWHE CENTER LIMITED PARTNERSHIP
By: SIMON PROPERTY GROUP, L.P., a
Delaware limited partnership,
general partner
By: SIMON PROPERTY GROUP, INC., a
Maryland corporation, its
general partner
Ran orthy, Vice President
RLF:dlm
MERCHANTSPLAZA POST OFFICEBOX7033 INDIANAPOLIS. INDIANA 46207 317-636-t600
No. 6(b)
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to Community Redevelonment A~encv of the City of Sanford
~print name of the public entity]
R. L. Foxworthy, Executive Vice President of Simon Property Group, Inc., General
by Partner of SimOn Property Group, L.P., General Partner of Seminole Towne Center,
[print individual's name and title] Limited Partnership
for Seminole Towrio Center Limited Partnership
[print name of entity submitting sworn statement]
Whose business address is
P. O. Box 7033
Indianapolis. Indiana 46207
and (if applicable) its Federal Employer Identification Number (FEIN) is 35-18 75 706
(If the entity has no FEIN, include the Social Security Number of the individual siEning this
sworn statement: -)
2. I understand that a "public entity crime" as defined in Paragraph 287,133(1)(g), Florida Statutes, means a violation
of any state or federal law by a person with respect to and directly related to the transaction of business with any
public entity or with an agency or political subdivision of any other state or of the United States, including, but not
limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political
subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion,
racketcoring, conspiracy, or material representation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)C0), Florida Statutes, means a finding
of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial
court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury
verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affdiate" as defined in Paragraph 287/33(1)(a), Florida Statutes, means:
e
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has been
convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners,
shareholders, employees, members, and agents who are active in the management of an affffiate. The ownership by
one person of shares constituting a controlling interest in another person, or a pooling of equipment or income
among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one
person controls another person. A person who knowingly enters into a joint venture with a person who has been
convicted of a public entity cxime in Florida during the preceding 36 months shall be considered an affdiate.
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or
entity organized under the laws of any state or of the United States with the legal power to enter into a binding
contract and which bids or applies to bid on contracts for the provision of goods or services let by apublic entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management
of an entity.
No. 6(c)
Not to exceed $2,800,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994B
DISCLOSURE STATEMENT
October 18, 1994
Community Redevelopment Agency
of the City of Sanford, Florida
300 North Park Avenue
2nd Floor
Sanford, Florida 32771-1788
Ladies and Gentlemen:
In connection with the proposed issuance by the Community
RedevelopmentAgency of the City of Sanford, Florida (the "Agency")
of Not to exceed $2,800,000 principal amount of the issue of bonds
referred to above (the "Bonds"), Seminole Towne Center Limited
Partnership (the "Purchaser") has agreed to purchase the Bonds.
The purpose of this letter is to furnish, pursuant to the pro-
visions of Sections 218.385(4), Florida Statutes, as amended, cer-
tain information in respect to the arrangement contemplated for the
underwriting of the Bonds, and Section 218,385(2) and (3), Florida
Statutes, as amended, the truth-in-bonding statement required
thereby, as follows:
(a) The nature and estimated amount of expenses to be
incurred by the Purchaser and paid by the Purchaser in connection
with the purchase of the Bonds:
NONE
(b) No person has entered into an understanding with the
Purchaser, or to the knowledge of the Purchaser with the Agency for
any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an
intermediary between the Agency and the Purchaser or to exercise or
attempt to exercise any influence to effect any transaction in the
purchase of the Bonds.
(c) The amount of underwriting spread, including the
management fee, expected to be realized is as follows:
NONE
No. 6(d)
(d) NO other fee, bonus or other compensation is estimated to
be paid by the Purchaser in connection with the issuance of the
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, as amended).
(e) The name and address of the Purchaser is set forth below:
Seminole Tcwne Center Limited Partnership
Post Office Box 7033
Indianapolis, Indiana 46207
(f) The Agency is proposing to issue not to exceed $2,800,000
of Bonds for the purpose of providing funds which, together with
other available funds of the Agency will be used to provide for the
acquisition and construction of certain facilities and improvements
in the Seminole Towne Center Redevelopment Area and to pay certain
costs of issuance of the Bonds. The Bonds are expected to be
repaid over a period of 17 years. At an interest rate of 9% total
maximum interest paid over the life of the Bonds will be
$4,284,000.
(g) The source of repayment or security for the Bonds is the
revenues received by the City of Sanford and deposited in the
Redevelopment Fund created pursuant to Ordinance No. 3160 of the
City adopted on June 28, 1993 (the "Pledged Revenues").
Authorizing these Bonds will result in approximately $327,730 of
the Pledged Revenues not being available to finance other services
of the Agency each year for the 17-year term of the Bonds. Such
amount was calculated assuming substantially level debt service
payments over the term of the Bonds.
We understand that you do not require any further disclosure
from the Purchaser pursuant to Section 218.385(4), Florida
Statutes, as amended.
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP,
an Indiana limited partnership
By: Simon Property Group, L.P., a
Delaware limited partnership,
General Partner
By: Simon Property Group, Inc., a
Maryland corporation, its General
Partner
By:
its: eX
REOUEST AND AUTHORIZATION TO AUTHENTICATE BONDS
First Union National Bank
of Florida
Jacksonville, Florida
Ladies and Gentlemen:
The Community Redevelopment Agency of the City of Sanford,
Florida (the "Agency") has sold the following described Bonds:
Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
which are more fully described in Resolution No. 93-2 of the
Agency, as amended and supplemented.
We are delivering said Bonds to you herewith as Registrar and
Paying Agent and you are hereby authorized and directed to authen-
ticate said Bonds.
Dated this 18th day of October, 1994.
(SEAL)-I COMMUNITY REDEVELOPMENT AGENCY
" OF THE CITY OF SANFORD, FLORIDA
ATTEST:
~ler
No. 7
CERTIFICATE OF INCUMBENCY
I, the undersigned Clerk of the Community Redevelopment Agency
of the City of Sanford, Florida (the "Agency"), DO HEREBY CERTIFY:
1. The following is a correct list of the names of certain
officers of the Agency and of the dates of expiration of their
respective terms of office:
EXPIRATION
OFFICE OFFICER OF TERM
Mayor/Chairman Bettye D. Smith January 1997
Commissioner/Member Lon K. Howell January 1997
Commissioner/Member Robert B. Thomas, Jr. January 1997
Commissioner/Vice
Chairman A.A. McClanahan January 1995
Commissioner/Member Herbert Eckstein January 1995
city Manager/Executive
Director William A. Simmons At will of the
Commission
Clerk/Secretary Janet R. Dougherty At will of the
Commission
2. The official seal of the Agency, being the only seal used
by said Agency, is the seal, an impression of which is affixed
opposite my signature on this certificate.
WITNESS my hand and the official seal of the Community
Redevelopment Agency of the City of Sanford, Florida, referred to
above, this 18th day of October, 1994.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD
(SE~L)
No. 8
CERTIFICATE AS TO PUBLIC MEETINGS
AND NO CONFLICT OF INTEREST
STATE OF FLORIDA :
COUNTY OF SEMINOLE :
Each of the undersigned members cf the Community Redevelopment
Agency of the City of Sanford, Florida (the "Agency") recognizing
that the purchasers of the City of Sanford, Florida, Community
Redevelopment Revenue Bonds, Series 1994B (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 Agency, meeting together, reached any prior
conclusion as to whether the actions taken by the Agency with
respect to said Bonds, the security therefor and the application of
the proceeds thereof, should or should not be taken by the Agency
or should or should not be recommended as an action to be taken or
not to be taken by the Agency, except at public meetings of the
Agency held after due notice to the public was given in the
ordinary manner required by law and custom of the Agency;
(2) that he or she does not have or hold any employment or
contractual relationship with any business entity which is
purchasing the Bonds from the Agency. ~ .~/~ou
IN WITNESS WHEREOF, Tun r officiai
No. 9
CERTIFICATE OF CITY AS TO
SIGNATURES, NO LITIGATION AND OTHER MATTERS
The undersigned, Bettye D. Smith, Chairman, and Janet R.
Dougherty, Clerk (but only with respect to IV and V below), of the
Community Redevelopment Agency of the City of Sanford, Florida (the
"Agency"), in connection with the issuance this day by the Agency
of the following described Bonds:
Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
DO HEREBY CERTIFY to the best of our knowledge, after reason-
able 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:
"Bonds" means the Community Redevelopment Agency of the City
of Sanford, Florida, Community Redevelopment Revenue Bonds, Series
1994B, dated October 18, 1994.
"Pledged Revenues" shall have the same meaning as set forth in
the Resolution.
"Resolution" means Resolution No. 93-2 adopted by the Agency
on September 27, 1993, as amended and supplemented (collectively,
the "Resolution").
II
No litigation or other proceedings for which the Agency or the
City of Sanford has received service of process are pending or, to
our knowledge, threatened against the Agency questioning,
affecting, or relating to the issuance, sale, execution or delivery
of the Bonds or in any way contesting or affecting the validity of
the Bonds, the Resolution or the transactions contemplated thereby.
III
The Resolution has not been amended, revoked, rescinded or
otherwise changed, except as shall have been agreed to by the
Purchaser.
No. 10 (a)
IV
The Bonds are signed with the facsimile signatures of the
undersigned Chairman and Clerk of the Community Redevelopment
Agency of the City of Sanford, whose manual signatures have been
filed with the Department of State of the State of Florida pursuant
to the provisions of Section 116.34, Florida Statutes. By execu-
tion of this Certificate the Chairman and the Clerk ratify the use
of such facsimile signatures.
V
The seal which has been impressed upon this Certificate is the
legally adopted, proper and only official seal of the Agency and
such seal has been imprinted upon said Bonds.
WITNESS, our hand and said seal this 18th day of October,
1994.
SIGNATURE OFFICIAL TITLE
Be Smith
· ~ 'Clerk
(SEAL).
2
AFFIDAVIT IN COMPLIANCE WITH
THE UNIFORM FACSIMILE SIGNATURE OF PUBLIC OFFICIALS ACT
(Section 116.34, Florida Statutes)
STATE OF FLORIDA
COUNTY OF SEMINOLE
Before me, the undersigned officer authorized to administer
oaths and take acknowledgments, personally appeared Betrye D.
Smith, who. upon being duly sworn, deposed and said that she is
Chairman of the Community Redevelopment Agency of the~---Ci~. ~
Sanford, Florida, and that the signature containedWin ~thi~
affidavit, to-wit: ~5 c ~
rye D. Sml rnrn -r orn
is her signature manually executed, and that the e i ,
signature and this affidavit are executed for the purpose of filing
said affidavit and said manually subscribed signature with the
Department of State in compliance with Section 116.34, Florida
Statutes.
Sworn to and subscribed before me this aG~h day of July, 1994.
of Notary Public
My Commission Expires: ~,~YP:~/~ DIANEOREWS
. MyCommir41onCC274616
Expire Apr 06, 1997
Print, Type or Stamp Commissioned
Name of Notary Public
Personally Known / or Produced Identification
Type of Identification Produced
AFFIDAVIT IN COMPLIANCE WITH
THE UNIFORM FACSIMILE SIGNATURE OF PUBLIC OFFICIALS ACT
(Section 116.34, Florida Statutes)
STATE OF FLORIDA
COUNTY OF SEMINOLE
Before me, the undersigned officer authorized to administer
oaths and take acknowledgments, personally appeared Janet R.
Dougherty, who upon being duly sworn, deposed and said that she is
Clerk of the CommUnity Redevelopment Agency of the City of Sanford,
Florida, and that the signature contained in this affidavit, to-
wit:
is her signature manually executed, and that the foregoing
signature and this affidavit are executed for the purpose of filing
said affidavit and said manually subscribed signature with the
Department of State in compliance with Section 116.34, Florida
Statutes.
Sworn to and subscribed before me this a~+~ day of July, 1994.
Signature of Notary Public
My Commission Expires: ,~w,~,~ o~scR~
Print, Type or Stamp Co~a~o~d
Name of Notary Public r~
Personally Known ~ or Produced Identification ~
T~e of Identification Produced
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community edevelopment Agency of the City of Sanford, Florida,
and keeper ofFthe records thereof, including the minutes of its
proceedings;
2. The annexed copy of the minutes of a meeting held on the
27th day of September, 1993, is a true, correct and compared copy
of the whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting .and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 93-2 attached 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, 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 18th day of October, 1994.
(SEAL)
No. ll(a)
ownership interest in obligations or in specified portions
thereof (which may consist of specified portions of the
interest thereon) of the character described in this clause
(i) held by a bank or trust company as custodian, under which
the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the
obligor on the obligations described in this clause (i), and
which underlying obligations are not available to satisfy any
claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(ii) any bonds or other obligations of any state or of
any agency, instrumentality or local governmental unit thereof
(a) which are not callable at the option of the obligor prior
to maturity or as to which irrevocable notice has been given
by the obligor to call such bonds or obligations on the date
specified in the notice, (b) which are fully secured as to
principal and interest and redemption premium, if any, by a
fund consisting only of cash or bonds or other obligations of
the character described in clause (i) hereof which fund may be
applied only to the payment of such principal of and interest
and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, and (c) as to which
the principal of and interest on the bonds and obligations of
the character described in clause (i) hereof which have been
deposited in such fund along with any cash on deposit in such
fund is sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations
described in this clause (ii) on the maturity date or dates
thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (a) of this
clause (ii), as appropriate.
With respect to any Series of Bonds, the Issuer may, by
resolution adopted at or prior to the issuance of such Series
of Bonds, limit the definition of Acquired Obligations to only
a portion of those securities set forth' above. Such
limitation shall not affect the definition of Acquired
Obligations with respect to any other Series of Bonds.
"Act" shall mean Chapter 166, Part II, Florida Statutes,
Chapter 163, Part III, Florida Statutes, and other applicable
provisions of law.
"Additional ~a'~i~y Obligations" with respect to any Series of
Series 1993A Bonds shall mean additional obligations issued in com-
pliance with the terms, conditions and limitations contained herein
and which (i) shall have a lien on the Pledged Revenues equal to
that of the Series 1993A Bonds and (ii) rank equally in all other
respects with the Series 1993A Bonds.
"Amortization Installment" with respect to any Term Bonds of
any Series, shall mean an amount so designated for mandatory
2
principal installments (for mandatory call or otherwise) payable on
any Term Bonds of any Series of Bonds issued under the provisions
of this Resolution or any subsequent resolution authorizing
Additional Parity Obligations.
"Authorized Investments" shall mean any investment authorized
as a legal investment for the Issuer and not prohibited by the laws
of the State of Florida, except to the extent restricted or limited
by subsequent resolution of the Issuer.
"Bonds" shall mean (i) the Series 1993A Bonds herein
authorized to be issued, (ii) any Additional Parity Obligations
with respect to such Series 1993A Bonds issued hereafter in
accordance with the provisions hereof, (iii) the Series ~993B Bonds
and (iv) any obligations issued on a parity with the Series 1993B
Bonds in accordance with the provisions hereof.
"Bond Counsel" shall mean a firm of nationally recognized
attorneys at law experienced in the issuance of bonds or other debt
obligations by governmental units such as the Issuer.
"Bond Insurer" shall mean with respect to any Series of Bonds,
the provider of a Municipal Bond Insurance Policy insuring the
payment of principal of and interest on such Series of Bonds.
"Bond Year" shall mean the twelve-month period as shall be
determined by subsequent resolution of the Issuer.
"Capital Appreciation Bonds" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be
determined by subsequent resolution of the Issuer. In the case of
Capital Appreciation Bonds that are convertible to Bonds with
interest payable prior to maturity or redemption of such Bonds,
such Bonds shall be considered Capital Appreciation Bonds only
during the period of time prior to such conversion.
"City Manager" shall mean the City Manager of the City.
"Chairman" shall mean the Chairman of the Issuer.
"City" shall mean the City of Sanford, Florida.
"Clerk" shall mean the Clerk of the Issuer.
"Compounded Amounts" means the amounts as to which reference
is made that establish the amounts payable at maturity or upon
redemption prior to maturity on the Capital Appreciation Bonds~
Such amounts shall be determined by subsequent resolution of the
Issuer.
"Construction Fund" shall mean the Construction Fund created
pursuant to Section 16 hereof.
"Current Interest Bonds" means the aggregate principal amount
of the Bonds that bear interest payable semiannually on such dates
as shall be determined by subsequent resolution of the Issuer.
"Debt Service Requirement" for Senior Lien Bonds shall mean,
for any Bond Year, the amount required to be deposited in such Bond
Year into the Senior Lien Debt Service Fund, as provided herein.
With respect to Variable Rate Obligations, the interest rate used
to calculate the Debt Service Requirement for Bonds shall be
assumed to be (i) one hundred ten percent (110%) of the greater of
(a) the average interest rate on such Variable Rate Obligations
during the twelve months ending with the month preceding the date
of calculation or (b) the most recent interest rate on such
Variable Rate Obligations prior to the date of calculation or (ii)
such other rate of interest as shall be approved by subsequent
resolution of the Issuer adopted at or prior to the issuance of
such Series of Senior Lien Bonds. If such Variable Rate
Obligations were not Outstanding for a full twelve months ending
with the month immediately preceding the date of calculation, the
rate described in clause (b) of the immediately preceding sentence
shall be used, unless the Issuer shall select another rate of
interest pursuant to (ii) above. If bonds are Option Obligations,
the date or dates of tender shall be disregarded, unless actually
tendered and remarketed, and the stated maturity dates thereof
shall be used for purposes of this calculation, if such Option
Obligations are required to be paid from Pledged Revenues hereunder
on such date of tender.
,'Debt Service Requirement" for Junior Lien Bonds shall mean,
for any Bond Year, the amount required to be deposited in such Bond
Year into the Junior Lien Debt Service Fund, as provided herein.
With respect to Variable Rate Obligations, the interest rate used
to calculate the Debt Service Requirement for Junior Lien Bonds
shall be assumed to be (i) one hundred ten percent (ll0%) of the
greater of (a) the average interest rate on such Variable Rate
Obligations during the twelve months ending with the month
preceding the date of calculation or (b) the most recent interest
rate on such Variable Rate Obligations prior to the date of
calculation or (ii) such other rate of interest as shall be
approved by subsequent resolution of the issuer adopted at or prior
to the issuance of such Series of Junior Lien Bonds. If such
Variable Rate Obligations were not Outstanding for a full twelve
months ending with the month immediately preceding the date of
calculation, the rate described in clause (b) of the immediately
preceding sentence shall be used, unless the Issuer shall select
another rate of interest pursuant to (ii) above. If bonds are
Option Obligations, the date or dates of tender shall be
disregarded, unless actually tendered and remarketed, and the
stated maturity dates thereof shall be used for purposes of this
calculation, if such Option Obligations are required to be paid
from Pledged Revenues hereunder on such date of tender.
"Fiscal Year" shall mean the period commencing on October 1 of
each year and ending on the next succeeding September 30 or such
other annual period as may be prescribed by law from time to time
for the Issuer.
"Holder of Bonds" or "Bondholders" or any similar term shall
mean any person who shall be the registered owner of any Out-
standing Bond.
"Interest Account" shall mean the special account of the same
name created within the Senior Lien Debt Service Fund.
"Issuer" shall mean the Community Redevelopment Agency of the
City of Sanford, Florida.
"Junior Lien Bonds" shall mean the Series 1993B Bonds and any
Series of Junior Lien Bonds issued on a parity therewith.
"Junior Lien Debt Service Fund" shall mean the Junior Lien
Debt Service Fund created pursuant to Section 16 hereof and all
accounts therein.
"Junior Lien Reserve Account" shall mean the special account
of the same name created within the Junior Lien Debt Service Fund
and all subaccounts therein.
"Maximum Debt Service Requirement" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
Debt Service Requirement for the then current or any future Bond
Year, except that with respect to any Bonds for which Amortization
Installments have been established, the amount of principal coming
due on the final maturity date with respect to such Bonds shall be
reduced by the aggregate principal amount of such Bonds that are to
be redeemed fromAmortization Installments which were to be made in
prior Bond Years.
"Municipal Bond Insurance Policy" shall mean with respect to
any Series of Bonds, a municipal bond insurance policy, if any,
guaranteeing the payment of principal of and interest on such
Bonds.
"Option Obligations" shall mean bonds subject to tender for
payment prior to their maturity at the option of the Holders
thereof or at the direction or option of the Issuer.
"Outstanding" or "Bonds Outstanding" means all Bonds which
have been issued pursuant to this Resolution or subsequent
resolution, as applicable, except:
(i) Bonds canceled after purchase in the open market or
because of payment at or redemption prior to maturity;
(ii) Bonds for the payment or redemption of which cash
funds or Acquired Obligations or any combination thereof shall
have been theretofore irrevocably set aside in a special
account with an escrow agent (whether upon or prior to the
maturity or redemption date of any such Bonds) in an amount
which, together with earnings on such Acquired Obligations,
will be sufficient to pay the principal of and interest on
such Bonds at maturity or upon their earlier redemption;
provided that, if such Bonds are to be redeemed before the
maturity thereof, notice of such redemption shall have been
given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of
such notice and directing the payment of the principal of and
interest on all such Bonds at such redemption dates shall have
been given to such escrow agent; and
(iii) Bonds which are deemed paid pursuant to this Reso-
lution or in lieu of which other Bonds have been issued under
Sections 10 and 13 hereof.
"Paying Agent" means any authorized depositary designated by
the Issuer to serve as a Paying Agent or as the place of payment
for any of the Bonds issued hereunder that shall have agreed to
arrange for the timely payment of the principal of, interest on and
redemption premium, if any, with respect to such Bonds to the
Holders thereof, from funds made available therefor by the Issuer
and any successors designated by subsequent resolution of the
Issuer. Nothing herein shall prohibit the Issuer from serving as
a Paying Agent hereunder nor shall anything herein prohibit the
selection of separate Paying Agents for any Series of Bonds issued
hereunder.
"Pledged Revenues" shall mean with respect to the Series 1993A
Bonds (i) a first lien on the Trust Fund Revenues and (ii) subject
to application as provided herein, a first lien on all earnings on
investments of moneys in the funds and accounts created by this
Resolution, with the exception of the Rebate Fund. With respect to
the Series 1993B Bonds, "Pledged Revenues" shall mean (i) a second,
junior lien on the Trust Fund Revenues and (ii) subject to
application as provided herein, a second, junior lien on all
earnings on investments of moneys in the funds and accounts created
by this Resolution, with the exception of the Rebate Fund.
"Principal Account" shall mean the special account of the same
name created within the Senior Lien Debt Service Fund.
"Project" shall mean the 'acquisition and construction of
certain facilities and improvements in the Redevelopment Area as
more fully described in the Redevelopment Plan.
established pursuant to Section 16 of t so on ....
"Redemption Account" shall mean the special account of the
same name created within the Senior Lien Debt Service Fund.
"Redevelopment Area" shall mean the redevelopment area created
by Resolution No. 1664 of the City, adopted by the City Commission
of the City of Sanford, Florida, on June 28, 1993, as amended and
supplemented from time to time.
6
,,Redevelopment Fund" shall mean the Redevelopment Fund created
pursuant to Section 16 of this Resolution.
',Redevelopment Plan" shall mean the "Redevelopment Plan for
the Seminole Towne Center Community Redevelopment Area" adopted and
approved as the official Redevelopment Plan for the Project Area by
Resolution No. 1665, adopted by the City Commission of the City of
Sanford, Florida, on June 28, 1993, as amended and supplemented
from time to time.
"Refunding Bonds" shall mean any of the Bonds of any Series
which shall be issued for the purpose of refunding any other Series
of Bonds or part thereof.
"Registrar" shall mean any trust company or bank with trust
powers appointed from time to time by subsequent resolution of the
Issuer to serve under this Resolution. Nothing herein shall pro-
hibit the Issuer from serving as a Registrar hereunder nor shall
anything herein prohibit the selection of separate Registrars for
any Series of Bonds issued hereunder.
"Reserve Requirement" for each Series of Additional Parity
Obligations, if any, shall be as determined by supplemental
resolution of the Issuer adopted at or prior to the issuance of
such Series of Additional Parity Obligations.
With respect to the Series 1993A Bonds, the Reserve
Requirement shall be equal to the lesser of (i) the Maximum Debt
Service Requirement for the Series 1993A Bonds, (ii) 125% of the
average annual Debt Service Requirement for the Series 1993A Bonds
or (ii) ~0% of the net proceeds of the Series 1993A Bonds.
With respect to the Series 1993B Bonds, the Reserve
Requi~:ement shall be equal to the lesser of (i) the Maximum Debt
SerVICe Requirement for the Series 1993B Bonds or (ii) 125% of the
average annual Debt Service requirement for the Series 1993B Bonds.
"Resolution" shall mean this resolution as from time to time
as amended or supplemented, in accordance with the terms hereof.
"Seminole Towne Center Community Redevelopment Area" or
"Redevelopment Area" shall mean the community redevelopment area
established and created pursuant to Resolution No. 1664, adopted by
the City Commission of the City of Sanford, Florida, on June 28,
1993.
"Senior Lien Bonds" shall mean the Series 1993A Bonds and any
Additional Parity Obligations.
"Senior Lien Debt Service Fund" shall mean the Senior Lien
Debt Service Fund created pursuant to Section 16 hereof and all
accounts therein.
"Senior Lien Reserve Account" shall mean the special account
of the same name created within the Senior Lien Debt Service Fund
and all subaccounts therein.
"Serial Bonds" shall mean the Bonds of a Series, which mature
on more than one date.
"Series" or "Series of Bonds" or "Bonds of a Series" shall
mean all Bonds designated as being of the same Series issued and
delivered on original issuance in a simultaneous transaction, and
any Bonds thereafter delivered in lieu thereof or in substitution
therefor pursuant to this Resolution.
"Series 1993 Bonds" shall mean the Series 1993A Bonds and the
Series 1993B Bonds in the combined principal amount not to exceed
$10,000,000.
"Series 1993A Bonds" shall mean the Community Redevelopment
Agency of the City of Sanford, Florida, Public Improvement Revenue
Bonds, Series 1993A, authorized pursuant to this Resolution.
"Series 1993B Bonds" shall mean the Community Redevelopment
Agency Of the City of Sanford, Florida, Public Improvement Revenue
Bonds, Series 1993B, authorized pursuant to this Resolution.
"Tax Increment Trust Fund" shall mean the redevelopment trust
fund for the Redevelopment Area created pursuant to Section
163.387, Florida Statutes.
"Term Bonds" shall mean the Bonds of a Series, all of which
shall be stated to mature on one date.
"Trust Fund Revenues" shall mean those revenues received by
the City and deposited in the Redevelopment Fund created and
established pursuant to Ordinance No. 3160 of the City enacted by
the City on June 28, 1993. Such funds are derived from, as defined
in the Ordinance, a sum equal to that increment from the income
proceeds, revenues, and funds of the City derived from or held in
connection with the community redevelopment projeet area, and the
Issuer's undertaking and carrying out of the community
redevelopment project therein. The increment is further defined
and limited to an amount equal to forty-seven and one-half percent
(47.5%) of the difference between:
(a) The amount of ad valorem taxes levied each year by
the City on taxable real property contained within the
geographic boundaries of the redevelopment area; and
(b) The amount of ad valorem taxes which would have been
produced by the rate upon which the tax is levied each year by
the City upon the total of the assessed value of the taxable
property in the redevelopment area as shown upon the most
recent assessment roll used in connection with the taxation of
such property by the City prior to June 28, 1993, the
effective date of Resolution No. 1665, approving the Seminole
Towne Center Community Redevelopment Plan.
The obligation of the City to annually appropriate to such fund
shall terminate on December 31, 2011, whether or not obligations of
the Issuer or the City payable from such fund remain outstanding.
In addition the obligation of the City to annually appropriate to
such fund only arises to the extent that such increment has been
collected. Therefore the Issuer is not obligated to deposit any
moneys into such fund unless and until the increment has been
collected.
"Variable Rate Obligations" shall mean obligations issued with
a variable, adjustable, convertible or other similar rate which is
not fixed in percentage at the date of issue for the entire term
thereof.
SECTION 3. FINDINGS. It is hereby ascertained, determined
and declared that:
(A) It is in the best interests of the City of Sanford and
the residents thereof that the Issuer authorize the issuance of the
Series 1993 Bonds to provide for the acquisition and construction
of certain facilities and improvements in the Seminole Towne Center
community Redevelopment Area, more completely described in the
Redevelopment Plan.
(B) The principal of and interest and redemption premium on
the Series 1993 Bonds and all reserves and other payments related
thereto shall be payable solely from the Pledged Revenues to the
extent and in the manner as herein provided. The Issuer shall
initially issue two series of Bonds. The Series 1993A Bonds shall
be secured by a first and prior lien on the Pledged Revenues and
the Series 1993B Bonds will be secured by a junior, inferior and
subordinate lien on the Pledged Revenues. The Issuer shall never
be required to levy ad valorem taxes on any real or personal
property therein to pay the principal of and interest on the Bonds
herein authorized or to make any other payments provided for
herein. The Bonds shall not constitute a lien upon any properties
owned by or located within the boundaries of the Issuer.
(C) The lien of the holders of the Series 1993A Bonds to be
issued pursuant to this Resolution on the Pledged Revenues shall be
on a parity with any Additional Parity Obligations to be issued
under the terms of this Resolution. The Issuer may also issue
obligations in the future on a parity with the Series 1993B Bonds
in accordance with the terms and provisions hereof.
SECTION 4. AUTHORIZATION OF ACQUISITION AND CONSTRUCTION OF
IMPROVEMENTS. There' islhereby authorized the acquisition and
construction of certain fa~flities and improvements within the
Seminole Towne Center Community Redevelopment Area, as more
completely described in the Redevelopment Plan.
9
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall hold the same from time to
time, this Resolution shall be deemed to be and shall constitute a
contract between the Issuer and such Holders.
SECTION 6. AUTHORIZATION OF SERIES 1993 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Community Redevelopment Agency of the City of Sanford,
Florida, Community Redevelopment Revenue Bonds, Series 1993A," and
obligations of the Issuer to be known as "Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1993B," are authorized to be issued in the
aggregate combined principal amount of not exceeding $10,000,000.
Such obligations may be issued in Series from time to time.
SECTION 7. DESCRIPTION OF SERIES 1993 BONDS. The Series
1993A Bonds shall be issued in fully registered form; may be
Current Interest Bonds and/or Capital Appreciation Bonds; may be
Variable Rate Obligations; may be Option Obligations; shall be
dated; shall be numbered from R-1 upward or shall as otherwise be
determined by subsequent resolution of the Issuer; shall be in the
denomination of $5,000 each, or integral multiples thereof, or such
other denominations as shall be approved by the Issuer in a
subsequent resolution adopted at or prior to the delivery of the
Series 1993 Bonds; shall bear interest at such rate or rates not
exceeding the maximum rate allowed by Florida law, the actual rate
or rates to be determined by the governing body of the Issuer prior
to or upon the sale of the Series 1993A Bonds, payable at such
times as are fixed by resolution of the Issuer and shall mature
annually on such date in such years and amounts as will be fixed by
resolution of the Issuer prior to or upon the sale of the Series
1993A Bonds; and may be Serial and/or Term Bonds.
The Series 1993B Bonds shall be issued in fully registered
form; shall be Current Interest Bonds and\or Capital Appreciation
Bonds; may be Variable Rate Obligations, may be Option Obligations;
shall be dated; shall be numbered R-l; shall be in the denomination
equal to the principal amount of the Series 1993B B. onds; shall bear
interest at such rate or rates not exceeding the maximum rate
allowed by Florida law, the actual rate or rates to be determined
by the governing body of the Issuer prior to or upon the sale of
the Series 1993B Bonds, payable at such times as are fixed by
resolution of the Issuer and shall mature on such dates and in such
year as shall be fixed by resolution of the Issuer prior to or upon
the sale of the Series 1993B Bonds; and may be Serial and/or Term
Bonds. The Series 1993B Bonds shall be issued in such manner that
principal and interest on such Series 1993B Bonds shall be due and
payable only to the extent there are sufficient Pledged Revenues to
make such payments after all current payments have been made on the
Senior Lien Bonds and the Issuer is not in default with respect to
the payments to be made into the Senior Lien Debt Service Fund.
All Series 1993 Bonds shall bear interest from the interest
payment date next preceding the date on which they are authenti-
10
cated, unless authenticated on an interest payment date, in which
case they shall bear interest from such interest payment date, or,
unless authenticated prior to the first interest payment date, in
which case they shall bear interest from their date; provided,
however, that if at the time of authentication payment of any
interest which is due and payable has not been made, such Series
1993 Bonds shall bear interest from the date to which interest
shall have been paid.
The principal of and the interest and redemption premium, if
any, on the Series 1993 Bonds shall be payable in any coin or
currency of the United States of America which on the respective
dates of payment thereof is legal tender for the payment of public
and private debts. The interest on the Series 1993 Bonds shall be
payable by the Paying Agent on each interest payment date to the
person appearing on the registration books of the Issuer maintained
by the Registrar as hereinafter provided for as the registered
Holder thereof, by check or draft mailed to such registered Holder
at their address as it appears on such registration books. Payment
of the principal of all Series 1993 Bonds shall be made upon the
presentation and surrender of such Series 1993 Bonds as the same
shall become due and payable.
Notwithstanding any other provisions of this Section, the
Issuer may, at its option, prior to the date of issuance of the
Series 1993 Bonds, elect to use an immobilization system or pure
book-entry system with respect to issuance of such Series 1993
Bonds, provided adequate records will be kept with respect to the
ownership of such obligations issued in book-entry form or the
beneficial ownership of Series 1993 Bonds issued in the name of a
nominee. As long as any Series 1993 Bonds are outstanding in
book-entry form, the provisions of this Resolution in conflict with
such system of registration shall not be applicable to such
obligations. The provisions of such system of book-entry-only
registration shall be set forth in a subsequent resolution of the
Issuer adopted at or prior to the sale of the Series 1993 Bonds.
SECTION 8. EXECUTION OF SERIES 1993 BONDS. The Series 1993
Bonds shall be executed in the name of the Issuer by its Chairman,
and the Corporate Seal of the Issuer or a facsimile thereof shall
be affixed thereto or reproduced thereon and attested to by the
Clerk. In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1993 Bonds shall cease to be
such officer before the delivery of such Series 1993 Bonds, such
signature or such facsimile shall nevertheless be valid and suffi-
cient for all purposes the same as if he had remained in office
until such delivery. Any Series 1993 Bonds may bear the facsimile
signature of or may be signed by such persons who, at the actual
time of the execution of such Series 1993 Bonds, shall be the
proper officers to sign such Series 1993 Bonds although at the date
of such Series 1993 Bonds such persons may not have been such
officers. The validation certificate endorsed on the Bonds shall
be executed by the Chairman by his manual or facsimile signature.
SECTION 9. AUTHENTICATION OF SERIES 1993 BONDS. Only such of
the Series 1993 Bonds as shall have endorsed thereon a certificate
of authentication substantially in the form hereinbelow set forth,
duly executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution. No
Series 1993 Bonds shall be valid or obligatory for any purpose
unless and until such certificate of authentication shall have been
duly executed by the Registrar, and such certificate of the
Registrar upon any such Series 1993 Bonds shall be conclusive
evidence that such Series 1993 Bonds have been duly authenticated
and delivered under this Resolution. The Registrar's certificate
of authentication on any Series 1993 Bonds shall be deemed to have
been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign
the certificate of authentication of all of the Series 1993 Bonds
that may be issued hereunder at any one time.
SECTION 10. EXCHANGE OF SERIES 1993 BONDS. Any Series 1993
Bonds, upon surrender thereof at the principal corporate trust
office of the Registrar, together with an assignment duly executed
by the Bondholder or his attorney or legal representative in such
form as shall be satisfactory to the Registrar, may, at the option
of the Holder of such Series 1993 Bonds, be exchanged for an
aggregate principal amount of the Series 1993 Bonds equal to the
principal amount of the Series 1993 Bonds so surrendered. Notwith-
standing the foregoing or any provision of this Resolution to the
contrary, the Series 1993B Bonds shall not be transferred such that
such Series 1993B Bonds are in denominations less than the
principal amount of the Series 1993B Bonds.
The Registrar shall make provision for the exchange of the
Series 1993 Bonds at the principal corporate trust office of the
Registrar.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF
SERIES 1993 BONDS. The Registrar shall keep books for the
registration of and transfers of the Series 1993 Bonds as provided
in this Resolution. The transfer of any Series 1993 Bonds may be
registered only upon such books and only upon surrgnder thereof to
the Registrar together with an assignment duly executed by the
Holder of such Series 1993 Bonds or his attorney or legal
representative in such form as shall be satisfactory to the
Registrar. Upon any such registration of transfer the Issuer shall
execute and the Registrar shall authenticate and deliver in
exchange for such Series 1993 Bonds, a new Series 1993 Bond
registered in the name of the transferee, and in an aggregate
principal amount equal to the principal amount of such Series 1993
Bonds so surrendered.
In all cases in which Series 1993 Bonds shall be exchanged,
including exchanges of Series 1993 Bonds pursuant to Section 10 of
this ResolUtion, the Issuer shall execute and the Registrar shall
authenticate and deliver, at the earliest practicable time, a new
Series 1993 Bonds of the same series and type. All Series 1993
Bonds surrendered in any such exchange or registration of transfer
12
shall forthwith be canceled by the Registrar. The Issuer or the
Registrar may charge the Holder a sum sufficient to reimburse any
expenses incurred in making any exchange or transfer after the
first such exchange or transfer following the delivery of the
Series 1993 Bonds. The Issuer or the Registrar may also require
payment from the Holder or his transferee, as the case may be, of
a sum sufficient to cover any tax or other governmental charge
required to be paid with respect to such exchange or registration
of transfer. Such charges and expenses shall be paid before any
such new Series 1993 Bond shall be delivered.
SECTION 12. OWNERSHIP OF SERIES 1993 BONDS. The person in
whose name any Series 1993 Bonds 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 or redemption price
of any such Series 1993 Bonds, and the interest on any such Series
1993 Bonds shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such
payments shall be valid and effectual to satisfy and discharge the
liability upon such Series 1993 Bonds including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.
SECTION 13. SERIES 1993 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Series 1993 Bonds shall become mutilated, or be
destroyed, stolen or lost, the Issuer may in its discretion cause
to be executed, and the Registrar shall authenticate and deliver,
a new Series 1993 Bond of like series, date and tenor as the Series
1993 Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Series 1993 Bond upon surrender and
cancellation of such mutilated Series 1993 Bond or in~lieu of and
substitution for the Series ~993 Bond destroyed, stolen or lost,
-and upon the Holder of such Series 1993 Bonds furnishing the Issuer
and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and
conditions as the Issuer and the Registrar may prescribe and paying
such expenses as the Issuer and the Registrar may incur. All
Series 1993 Bonds so surrendered shall be canceled by the Issuer.
If any of the Series ~993 Bonds shall have matured or be about to
mature, instead of issuing a substitute Series'1993 Bond, the
Issuer may pay the same, upon being indemnified as aforesaid, and
if such Series 1993 Bond be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Series 1993 Bond issued pursuant to this
Section shall constitute original, additional contractual obliga-
tions on the part of the Issuer whether or not the lost, stolen or
destroyed Series 1993 Bond be at any time found by anyone, and such
duplicate Series 1993 Bond 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
same extent as all other Series 1993 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Series 1993 Bonds
shall be subject to redemption prior to their maturity, at the
option of the Issuer, at such times and in such manner as shall be
13
fixed by resolution of the Issuer prior to or at the time of sale
of the Series 1993 Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
mailed, first class mail, postage prepaid, to all Holders of the
Series 1993 Bonds to be redeemed at their addresses as they appear
on the registration books hereinbefore provided for, but failure to
mail such notice to one or more Holders of the Series 1993 Bonds
shall not affect the validity of the proceedings for such redemp-
tion with respect to Holders of Series 1993 Bonds to which notice
was duly mailed hereunder. Each such notice shall set forth the
date fixed for redemption, the redemption price to be paid and, if
less than all of the Series 1993 Bonds of one maturity are to be
called, the distinctive numbers of such Series 1993 Bonds to be
redeemed and in the case of Series 1993 Bonds to be redeemed in
part only, the portion of the principal amount thereof to be
redeemed.
Upon surrender of any Series ~993 Bonds for redemption in part
only, the Registrar shall authenticate and deliver to the Bond-
holder thereof, the cost of which shall be paid by the Issuer, a
new Series 1993 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1993 Bond surrendered.
SECTION 15. FORMS OF SERIES 1993 BONDS. The text of the
Series ~993 Bonds, together with the certificate of authentication
to be endorsed therein, shall be in substantially the following
forms, with such omissions, insertions and variations as may be
necessary, desirable, authorized or permitted by this Resolution or
by any subsequent resolution adopted prior to the issuance thereof,
or as may be necessary to comply with applicable laws, rules and
regulations of the United States and of the State in effect upon
the issuance thereof or as may be necessary if such Series 1993
Bonds are issued as Capital Appreciation Bonds, as Option
Obligations or as Variable Rate Obligations. The text of any
Series of Bonds, other than the Series ~993 Bonds, shall be as
determined by subsequent resolution of the Issuer.
14
SECTION 16. CREATION OF FUNDS. There are hereby created and
established the following funds and accounts, which funds and
accounts shall be trust funds for the purposes herein provided and
used only in the manner herein provided.
(A) The "Community Redevelopment Agency of the City of Sanford
Redevelopment Fund" (hereinafter sometimes called the
"Redevelopment Fund"), to be held by the Issuer and to the credit
of which deposits shall be made as required by Section 21(A)
hereof.
(B) The "Community Redevelopment Agency of the City of Sanford
Senior Lien Debt Service Fund" (hereinafter sometimes called the
"Senior Lien Debt Service Fund") to be held by the Issuer and to
the credit of which deposits shall be made as required by Section
21(B)(1) hereof. In such fund there shall be maintained the
following accounts: the Principal Account, the Interest Account,
the Redemption Account and the Senior Lien Reserve Account. In the
Senior Lien Reserve Account there shall be maintained separate
subaccounts for the Series 1993A Bonds and for any series of
Additional Parity Obligations.
(C) The "community RedevelopmentAgency of the City of Sanford
Junior Lien Debt Service Fund" (hereinafter sometimes called the
"Junior Lien Debt Service Fund") to be held by the Issuer and to
the credit of which deposits shall be made as required by Section
21(B)(2) hereof. In such fund there shall be maintained the
following accounts: the Principal AccOunt, the Interest Account,
the Redemption Account and the Junior Lien Reserve Account.
(D) The "community RedevelopmentAgency of the City of Sanford
Construction Fund" (hereinafter sometimes calledthe "Construction
Fund") and to the credit of which depos{ts shall be made as
required by Section 17 hereof.
The ,'coLunity Redevelopment Agency of the city 0 "'Sa' ford
Series 1993 Bonds Rebate Fund" (hereinafter sometimes called the
"Rebate Fund"), to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 27(C) of this Reso-
lution. Within such fund there may be established separate
accounts for each Series of Bonds issued hereunder.
All of the funds and accounts shall be held by the Director of
Finance of the City in trust (except for the Rebate Fund) for the
benefit of the Holders of Bonds issued hereunder.
SECTION 17. APPLICATION OF PROCEEDS OF SERIES 1993A BONDS.
The proceeds, including accrued interest and premium, if any,
received from the sale of the Series 1993A Bonds shall be applied
by the issuer simultaneously with the delivery of such Series 1993A
Bonds to the purchaser thereof, as follows and as further provided
in a supplemental resolution of the Issuer.
(A) The accrued interest, if any, with respect to such Series
1993A Bonds shall be deposited in the Interest Account of the
23
Senior Lien Debt Service Fund and shall be used only for the
purpose of paying interest becoming due on the Series 1993A Bonds.
(B) The Issuer shall next deposit a sum not in excess of the
Reserve Requirement for the Series 1993A Bonds in the special
subaccount established for the Series 1993A Bonds in the Senior
Lien Reserve Account to be used only for the purposes provided
therefor. The Issuer reserves the right to substitute bond
insurance, a surety bond or letter of credit, or any combination
thereof, for moneys on deposit in any subaccount in the Senior Lien
Reserve Account, provided such substituted credit enhancement meets
the requirements set forth in Section 21(B)(1)(d) hereof.
(C) To the extent not reimbursed therefor by the original
purchaser of the Series 1993A Bonds, the Issuer shall pay all costs
and expenses in connection with the issuance and sale of the Series
1993A Bonds.
(D) The remaining moneys from such Series 1993A Bonds shall be
deposited into the Construction Fund and shall be used to pay a
portion of the cost of the Project.
Moneys in the Construction Fund shall be held in trust by the
Issuer and pending application thereof shall be subject to a lien
upon and charge in favor of the Holders of the Bonds. Such moneys
shall be disbursed by the Director of Finance of the city for the
payment of costs of the Project.
SECTION 18. APPLICATION OF PROCEEDS OF SERIES 1993B BONDS.
The proceeds, including accrued interest and premium, if any,
received from the sale of the Series 1993B Bonds shall be applied
by the issuer simultaneously with the delivery of such Series 1993B
Bonds to the purchaser thereof, as follows and as further provided
in a supplemental resolution of the Issuer.
(A) The accrued interest, if any, with respect to such Series
1993B Bonds shall be deposited in the Interest Account of the
Junior Lien Debt Service Fund and shall be used only for the
purpose of paying interest becoming due on such Series 1993B Bonds.
(B) To the extent not reimbursed therefor by the original
purchaser of the Series 1993B Bonds, the Issuer shall pay all costs
and expenses in connection with the issuance and sale of the Series
1993B Bonds.
(C) Such amount, if any, as shall be determined by subsequent
resolution of the Issuer shall be deposited to the special
subaccount established for the Series 1993B Bonds in the Junior
Lien Reserve Account. The Issuer reserves the right to substitute
bond insurance, a surety bond or letter of credit, or any
combination thereof, for moneys on deposit in any subaccount in the
Junior Lien Reserve Account, provided such substituted credit
enhancement meets the requirements set forth in Section 21(B)(2)(d)
hereof.
24
(D) The remaining moneys from such Series 1993B Bonds shall be
deposited in the Construction Fund and used to pay a portion of the
cost of the Project.
Moneys in the Construction Fund shall be held in trust by the
Issuer and pending application thereof shall be subject to a lien
upon and charge in favor of the Holders of the Bonds. Such moneys
shall be disbursed by the Director of Finance of the City for the
payment of costs of the Project.
SECTION 19. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall
not be or constitute general obligations or indebtedness of the
Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Pledged Revenues as herein provided. No
Holder or Holders of any Bonds issued hereunder shall ever have the
right to compel the exercise of the ad valorem taxing power of the
Issuer or taxation in any form of any real or personal property
therein, or to compel the Issuer to pay such principal and interest
from any other funds of the Issuer.
SECTION 20. PLEDGE OF PLEDGED REVENUES. The payment of
principal of and interest on the Series 1993A Bonds and any
Additional Parity Obligations shall be secured forthwith equally
and ratably by and, subject to the provisions of the last paragraph
of this Section 20, the Issuer hereby grants to the Holders of the
Series 1993A Bonds and any Additional Parity Obligations an irrev-
ocable first lien on the Pledged Revenues, prior and superior to
all other liens or encumbrances on such Pledged Revenues, and the
Issuer does hereby irrevocably pledge such Pledged Revenues to the
payment of the principal of, redemption premium, if any, and
interest on the Series 1993A Bonds, for the reserves therefor and
for all other payments required hereunder. Notwithstanding the
foregoing~ amounts on deposit in each subaccount in the Senior Lien
Reserve Account shall be used for the payment of debt service only
on the'~eries of Senior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. The lien of the
holders of the Series 1993A Bonds on the Pledged Revenues shall be
on a parity in all respects with the lien thereon of the Holders of
any Additional Parity Obligations issued pursuant to this
Resolution.
The payment of principal of and interest on the Series 1993B
Bonds shall be secured forthwith equally and ratably by and,
subject to the provisions of the last paragraph of this Section 20,
the Issuer hereby grants to the Holders of the Series 1993B Bonds
an irrevocable subordinate and junior lien on the Pledged Revenues,
second and junior only to the lien for the Series 1993A Bonds and
any Additional Parity Obligations, and the Issuer does hereby
irrevocably pledge such Pledged Revenues to the payment of the
principal of, redemption premium, if any, and interest on the
Series 1993B Bonds and for all other payments required hereunder.
The lien of the holders of the Series 1993B Bonds on the Pledged
Revenues shall be on a parity in all respects with the lien thereon
of the Holders of any additional parity obligations issued pursuant
25
(B) DISPOSITION OF THE PLEDGED REVENUES. Amounts on deposit
in the Redevelopment Fund shall be transferred at the times
specified below and shall be used not later than five (5) days
prior to each debt service payment date only in the following
manner and the following order of priority.
(1) The Issuer shall, in addition to past due payments of
principal of and interest on the Senior Lien Bonds and the
Junior Lien Bonds, transfer to the Senior Lien Debt Service
Fund and credit to the following accounts, in the following
order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the
following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay one-sixth (1/6th) of all interest coming
due on all outstanding Senior Lien Bonds on the next debt
service payment date, together with any fees and charges
of the Paying Agent and Registrar therefor. Provided,
however, that monthly deposits of interest, or portions
thereof, shall not be required to be made to the extent
that money on deposit within such Interest Account in the
Senior Lien Debt Service Fund is sufficient for such
purpose. Any payment to be deposited as set forth above,
for the purpose of meeting interest payments for any
series of Senior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of Debt Service
Payment Dates applicable to such series. Moneys in the
Interest Account in the Senior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(a).
(b) Principal Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
amount of the Senior Lien Bonds which will mature and come
due on such semi-annual maturity dates and=one-twelfth
(1/12th) of the principal amount of the Senior Lien Bonds
which will mature and come due on such annual maturity
dates, beginning on such dates, as shall hereafter be
determined by subsequent resolution of the Issuer.
Provided, however, that monthly deposits for principal, or
portions thereof, shall not be required to be made to the
extent that money on deposit within such Principal Account
in the Senior Lien Debt Service Fund is sufficient for
such purpose. Any payment to be deposited as set forth
above, for the purpose of meeting principal payments for
any series of Senior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of Debt Service
Payment Dates applicable to such series. Moneys in the
Principal Account in the Senior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(c) Redemption AcCount: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
27
amount of the applicable Amortization Installment
established for the mandatory redemption of Outstanding
Senior Lien Bonds on any semi-annual maturity date and
such sum as will be sufficient to pay one-twelfth (1/12th)
of any Amortization Installment established for the
mandatory redemption of Outstanding Senior Lien Bonds on
the applicable annual maturity date. Provided, however,
that monthly deposits into the Redemption Account, or
portions thereof, shall not be required to be made to the
extent that moneys on deposit in the Redemption Account
are sufficient for such purpose. Any payment to be
deposited as set forth above, for the purpose of meeting
Amortization Installments for any series of Senior Lien
Bonds, shall be adjusted, as appropriate, to reflect the
frequency of dates established for Amortization
Installments applicable to such series. The moneys in the
Redemption Account shall be used solely for the purchase
or redemption of the Term Bonds payable therefrom. The
Issuer may at any time purchase said Term Bonds at prices
not greater than the redemption price of such Term Bonds
on the next ensuing redemption date. If the Issuer shall
purchase or call for redemption in any year Term Bonds in
excess Of the Amortization Installment requirement for
such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such
times as the Issuer shall determine. Moneys in the
Redemption Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (c).
(d) The Issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Senior Lien Reserve"Account. Any withdrawals from any
subaccount in the Senior Lien Reserve Account shall be
subsequently restored from the first moneys available in
the Redevelopment Fund, on a pro-rata basis as to all
subaccounts in the Senior Lien Reserve Account, after all
current applications and allocations to the Senior Lien
Debt Service Fund, including all deficiencies for prior
payments, have been made in full. Notwithstanding the
foregoing, in no event shall the Issuer be required to
deposit into any subaccount within the Senior Lien Reserve
Account an amount greater than that amount necessary to
ensure that the difference between the Reserve Requirement
for the Series of Senior Lien Bonds for which such account
was established and the amounts on deposit in such account
on the date of calculation shall be restored not later
than sixty (60) months after the date of such deficiency
(assuming equal monthly payments into such account for
such sixty (60) month period). To the extent the Issuer
determines pursuant to a series resolution to fund a
subaccount within the Senior Lien Reserve Account for a
respective Series of Senior Lien Bonds, the Issuer may
provide that the difference between the amounts on deposit
28
in such account and the Reserve Requirement for such
Series of Senior Lien Bonds shall be an amount covered by
obtaining bond insurance issued by a reputable and
recognized municipal bond insurer, by a surety bond or a
letter of credit, or any combination thereof. Moneys in
the Senior Lien Reserve Account shall be used only for the
purpose of the payment of Amortization Installments,
principal of, or interest on the Senior Lien Bonds when
the other moneys allocated to the Senior Lien Debt Service
Fund are insufficient therefor and for no other purpose.
Moneys in the Senior Lien Reserve Account shall not be
used for payment of the Series 1993B Bonds or any Junior
Lien Bonds. Moneys in each subaccount in the Senior Lien
Reserve Account shall be valued as determined by the
resolution authorizing such series of Senior Lien Bonds
for which such account was established. Notwithstanding
the foregoing, moneys on deposit in each respective
subaccount in the Senior Lien Reserve Account shall only
be applied for payment of Amortization Installments,
principal of, or interest on the Outstanding Series of
Senior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. In the
event of a refunding of any Senior Lien Bonds secured by
funds in the Senior Lien Reserve Account, the Issuer may
withdraw from the respective subaccount within the Senior
Lien Reserve Account for such Series of Bonds, all or any
portion of the amounts accumulated therein with respect to
the Senior Lien Bonds being refunded and deposit such
amounts as required by the resolution authorizing the
refunding of such Series of Senior Lien Bonds; provided
that such withdrawal shall not be made unless (a)
immediately thereafter, .the Senior Lien Bonds being
refunded shall be deemed~to have been paid pursuant to
Section 25 hereof, and (b) the amount remaining in such
subaccount after giving effect to the issuance of such
refunding obligations and the dispositions of the proceeds
thereof shall not be less than the Reserve Requirement for
any Senior Lien Bonds of Such Series then Outstanding.
(2) From the Moneys remaining in the Redevelopment Fund,
the Issuer shall next deposit in the Junior Lien Debt Service
Fund, and credit to the following accounts, in the following
order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the
following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay one-sixth (1/6th) of all interest coming
'- due on all outstanding Junior Lien Bonds on the next debt
· ~'~ service payment date, together with any fees and charges
of the Paying Agent and Registrar therefor. Provided,
however, that monthly deposits of interest, or portions
thereof, shall not be required to be made to the extent
that money on deposit within such Interest Account in the
Junior Lien Debt Service Fund is sufficient for such
29
purpose. Any payment to be deposited to be deposited as
set forth above, for the purpose of meeting interest
payments for any series of Junior Lien Bonds, shall be
adjusted, as appropriate, to reflect the frequency of debt
service payment dates applicable to such series. Moneys
in the Interest Account in tne Junior Lien Debt Service
Fund may be used only for the purposes set forth in this
paragraph (a).
(b) Principal Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
amount of the Junior Lien Bonds which will mature and come
due on such semi-annual maturity dates and one-twelfth
(1/12th) of the principal amount of the Junior Lien Bonds
which will mature and come due on such annual maturity
dates, beginning on such dates, as shall hereafter be
determined by subsequent resolution of the Issuer.
Provided, however, that monthly deposits for principal, or
portions thereof, shall not be required to be made to the
extent that money on deposit within such Principal Account
in the Junior Lien Debt Service Fund is sufficient for
such purpose. Any payment to be deposited as set forth
above, for the purpose of meeting principal payments for
any series of Junior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of debt service
payment dates applicable to such series. Moneys in the
Principal Account in the Junior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(b).
(c) Redemption Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
amount of anyAmortization Installment established for the
mandatory redemption of Outstanding Junior Lien.Bonds'on
such semi-annual maturity date and such sum as will be
sufficient to pay one-twelfth (1/12th) of any Amortization
Installment established for the mandatory redemption of
Outstanding Junior Lien Bonds on such annual maturity
date. Provided, however, that monthly d~posits into the
redemption account, or portions thereof, shall not be
required to be made to the extent that money on deposit in
the Redemption Account is sufficient for such purpose.
Any payment out of to be deposited as set forth above, for
the purpose of meeting Amortization Installments for any
series of Junior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of dates established
for Amortization Installments applicable to such series.
The moneys in the Redemption Account shall be used solely
for the purchase or redemption of the Term Bonds payable
therefrom. The Issuer may at any time purchase said term
bonds at prices not greater than the redemption price of
such term bonds on the next ensuing redemption date. If
the Issuer shall purchase or call for redemption in any
year term bonds in excess of the Amortization Installment
requirement for such year, such excess of Term Bonds so
30
purchased or redeemed shall be credited in such manner and
at such times as the Issuer shall determine. Moneys in
the Redemption Account in the Junior Lien Debt Service
Fund may be used only for the purposes set forth in this
paragraph (c).
(d) The Issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Junior Lien Reserve Account. Any withdrawals from any
subaccount in the Junior Lien Reserve Account shall be
subsequently restored from the first moneys available in
the Redevelopment Fund, on a pro-rata basis as to all
subaccounts in the Junior Lien Reserve Account, after all
current applioations and allocations to the Junior Lien
Debt Service Fund, including all deficiencies for prior
payments, have been made in full. Notwithstanding the
foregoing, in no event shall the Issuer be required to
deposit into any subaccount within the Junior Lien Reserve
Account an amount greater than that amount necessary to
ensure that the difference ~etween the Reserve Requirement
for the Series of Junior Lien Bonds for which such account
was established and the amounts on deposit in such account
on the date of calculation shall be restored not later
than sixty (60) months after the date of such deficiency
(assuming equal monthly payments into such account for
such sixty (60) month period). To the extent the Issuer
determines pursuant to a series resolution to fund a
subaccount within the Junior Lien Reserve Account for a
respective Series of Junior Lien Bonds, the Issuer may
provide that the difference between the amounts on deposit
in such account and the Reserve Requirement for such
Series of Junior Lien Bonds shall be an amount covered by
obtaining bond insurance issued by a reputable and
recognized municipal bond insurer, by a surety bond or a
letter of credit, or any combination thereof. Moneys in
the Junior Lien Reserve Account shall be used only for the
purpose of the payment of Amortization Installments,
principal of, or interest on the Junior Lien Bonds when
the other moneys allocated to the Junior ~ien Debt Service
Fund are insufficient therefor and for no other purpose.
Moneys in the Junior Lien Reserve Account shall not be
used for payment of the Series 1993A Bonds or any Senior
Lien Bonds. Moneys in each subaccount in the Junior Lien
Reserve Account shall be valued as determined by the
resolution authorizing such series of Junior Lien Bonds
for which such account was established. Notwithstanding
the foregoing, moneys on deposit in each respective
subaccount in the Junior Lien Reserve Account shall only
be applied for payment of Amortization InstallmentS,
principal of, or interest on the Outstanding Series of
Junior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. In the
event of a refunding of any Junior Lien Bonds secured by
funds in the Junior Lien Reserve Account, the Issuer may
31
withdraw from the respective subaccount within the Junior
Lien Reserve Account for such Series of Bonds, all or any
portion of the amounts accumulated therein with respect to
the Junior Lien Bonds being refunded and deposit such
amounts as required by the resolution authorizing the
refunding of such Series of Junior Lien Bonds; provided
that such withdrawal shall not be made unless (a)
immediately thereafter, the Junior Lien Bonds being
refunded shall be deemed to have been paid pursuant to
Section 25 hereof, and (b) the amount remaining in such
subaccount after giving effect to the issuance of such
refunding obligations and the dispositions of the proceeds
thereof shall not be less than the Reserve Requirement for
any Junior Lien Bonds of Such Series then Outstanding.
(3) The balance of any moneys remaining in the
Redevelopment Fund after the above required payments have been
made may be used after the end of each Fiscal Year for any
lawful purpose within the Redevelopment Area or may be returned
to the City in accordance with the applicable provisions of
Florida law; provided, however, that said moneys shall not be
used for any purposes other than those hereinabove specified
unless all current payments, including any deficiencies for
prior payments and including payments on the Series 1993B
Bonds, have been made in full and unless the Issuer shall have
complied fully with all the covenants and provisions herein.
(C) BOOKS AND RECORDS. The Issuer will keep books and records
of the receipts of the Pledged Revenues in which complete and
correct entries shall be made of the Pledged Revenues and any
Holder of Bonds issued pursuant to this Resolution shall have the
right at all reasonable times to inspect all records, accounts, and
data of the Issuer relating thereto.
The Issuer shall, in compliance with the provisions of the laws
of the State but not less than once a year, cause the. books,
records, and accounts relating to the collection of the Pledged
Revenues to be properly audited by a firm of independent certified
public accountants licensed in the State of Florida, and shall make
available any opinion of the certified public accountants together
with the annual financial report of the Issuer at all reasonable
times to any Holder or Holders of the Bonds issued pursuant to this
Resolution or any one acting for or on behalf of such Bondholder or
Bondholders.
(D) ISSUANCE OF OTHER OBLIGATIONS. The Issuer shall issue no
bonds or obligations of any kind or nature payable from or enjoying
a lien on the pledged revenues, or any part thereof if such
'obligations if such Bonds have priority over the Series 1993A Bonds
with respect to payment or lien. Nor may the Issuer create or
cause or permit to be created any debt, lien, pledge, assignment,
encumbrance, or other charge having priority to or being on a
parity with the lien of the Series 1993A Bonds except under the
conditions and manner provided herein. Any obligations of the
Issuer, other than obligations authorized pursuant to Section 21(E)
32
hereof, which are payable from the Pledged Revenues, or any part
thereof, shall contain an express statement that such obligations
are junior and subordinate in all respects to the Bonds, as
applicable, as to lien on and source and security for payment from
such Pledged Revenues, or any part thereof.
(E) ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS AND OTHER
OBLIGATIONS. No Additional Parity Obligations, payable on a parity
from the proceeds of the Pledged Revenues with the Series 1993A
Bonds herein authorized shall be issued after the issuance of the
Series 1993A Bonds except on the conditions and in the manner
herein provided:
(1) There shall have been obtained and filed with the
Issuer and the City, a certificate of the Finance Director of
the City stating that the historical Pledged Revenues received
by the Issuer in any twelve (12) consecutive months of the last
twenty-four (24) monthsprior to the issuance of the Bonds will
be sufficient to pay 125% of the Maximum Debt Service Require-
ment On all Outstanding Senior Lien Bonds and the Additional
Parity Obligations with respect to which such certificate is
made.
(2) Each supplemental resolution authorizing the issuance
of Additional Parity Obligations will recite that all of the
covenants herein contained applicable to Senior Lien Bonds will
be applicable to such Additional Parity Obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed
hereunder, and all payments herein required to have been made
into the accounts and funds, as provided hereUnder, shall have
been made to the full extent required.
(4) All payments on the Series 1993B Bonds shall be
current.
(5) The Issuer shall have complied with such other
covenants as shall be required by subsequent resolution of the
Issuer adopted prior to the sale of the Series 1993A Bonds.
No obligations, payable on a parity from the proceeds of the
Pledged Revenues with the Series 1993B Bonds herein authorized
shall be issued after the issuance of the Series 1993B Bonds except
on the conditions and in the manner herein provided:
(1) There shall have been obtained and filed with the
Issuer and the Issuer, a certificate of the Finance Director of
the City stating that the historical Pledged Revenues received
by the Issuer in any twelve (12) consecutive months of the last
twenty-four (24) months prior to the issuance of the Bonds will
be sufficient to pay 125% of the Maximum Debt Service
Requirement on all Outstanding Senior Lien Bonds, all
Outstanding Junior Lien Bonds and the parity obligations with
respect to which such certificate is made.
33
(2) Each supplemental resolution authorizing the issuance
of such obligations will recite that all of the covenants
herein contained applicable to Junior Lien Bonds will be
applicable to such obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed here-
under, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been
made to the full extent required.
(4) All payments on the Series 1993B Bonds shall be
current.
(5) The Issuer shall have complied with such other
covenants as shall be required by subsequent resolution of the
Issuer adopted prior to the sale of the Series 1993B Bonds.
(F) TRUST FUNDS; INVESTMENTS. Any and all special funds
herein established and created shall be deemed to be held in trust
by the Issuer for the purposes provided herein for such funds. The
moneys in all such funds shall be continuously secured in the same
manner as state and public deposits are permitted to be secured by
the laws of the State of Florida and may be invested and reinvested
only in Authorized Investments.
Income on all investments in the various funds, accounts, and
subaccounts created hereunder, except as otherwise provided, shall
be deposited in the respective fund, accounts, and subaccounts from
which such investments were made and be used for the purposes
thereof unless and until the maximum amount required is on deposit
therein, and thereafter shall be deposited in the Interest Account
in the Senior Lien Debt Service Fund. Income on all investments in
the Rebate Fund shall-remain on deposit therein. In determining
the amount of any of the payments required to be made pursuant to
this Section, credit may be given for all investment income
accruing to the respective funds amd accounts described herein,
except as otherwise provided.
The cash required to be accounted for in eadh of the funds,
accounts, and subaccounts described in this Resolution (with the
exception of the Rebate Fund), may be deposited in a single
financial institution account, provided that adequate accounting
records are maintained to reflect and control the restricted
allocation of the cash on deposit therein for the various purposes
of such funds, accounts, and subaccounts as herein provided. The
designation and establishment of the various funds, accounts, and
subaccounts in and by this Resolution to be held by the Issuer
shall not be construed to require the establishment of any
completely independent, self-balancing funds as such term is
commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues and
assets for certain purposes and to establish certain priorities for
application of such revenues and assets as herein provided.
34
(G) LEGALLY AVAILABLE FUNDS. The Issuer shall be permitted,
but shall not be obligated to, use any legally available source of
revenues of the Issuer, in addition to the Pledged Revenues, for
the payment of debt service on the Bonds.
SECTION 22. DEFAULTS; EVENTS OF DEFAULT. If any of the
following events occur, it is hereby defined as and declared to be
and constitute an "Event of Default" with respect to the Holders of
the Bonds:
(A) Default in the due and punctual payment of any
interest on the Bonds (however, a failure to make due and
punctual payments of the interest on the Series 1993B Bonds
shall not constitute an Event of Default);
(B) Default in the due and punctual payment of the
principal of and premium, if any, on the Bonds, at the stated
maturity thereof, or upon proceedings for payment (including
tender) or redemption thereof (however, a failure to make due
and punctual payments of the principal of and premium, if any,
on the Series 1993B Bonds, at the stated maturity thereof, or
upon proceedings for payments (including tender) or redemption
thereof shall not constitute an event of default);
(C) The entry by the Issuer into an agreement of
composition with its creditors, the filing by the Issuer of a
petition for the reorganization of the Issuer or rearrangement,
adjustment, or readjustment of the obligations of the Issuer
under the provisions of any bankruptcy or moratorium laws or
similar laws relating to or affecting creditors's rights;
(D) .A court h~ving jurisdiction in. the premises shall
enter adecree or order providing for relief in respect of the
Issuer in aninvoluntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its
property, or offering the winding up or liquidations of its
affairs and such decree or order shall remain unstayed and in
effect far a period of ninety (90) days;
(E) Default in the performance or observance of any other
of the covenants, agreements, or conditions on the part of the
Issuer contained in this Resolution or in the Bonds and the
continuance thereof for a period of sixty days (60) after
written notice to the Issuer by the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
the Bonds then Outstanding (provided, however, that with
respect to any obligation, covenant, agreement, or condition
which requires performance by a date certain, if the Issuer
performs such obligation, covenant, agreement, or condition
within sixty (60) days of written notice as provided above, the
default shall be deemed to have been cured). In the event the
Issuer's obligations are contested, such sixty (60) day period
35
will commence on the first day following final decision of the
court of last resort from which review of the matter is sought.
(F) Failure by the Issuer promptly to remove any
execution, garnishment, or attachment of its property (but not
including property in the Redevelopment Area owned by private
parties) of such consequence as will impair its ability to
carry out its obligations under this Resolution.
The term "default" shall mean default by the Issuer in the
performance or observance of any of the covenants, agreements or
conditions on its part contained in the Resolution or in the Bonds,
exclusive of any period of grace required to constitute a default
or an "Event Of Default" as hereinabove provided. The term
"default" shall not include the failure to make payments of
principal or interest on the Series 1993B Bonds on the stated date
of payment unless the Issuer shall have adequate legally available
Pledged Revenues to make such payment.
Any Registered Owner of Bonds issued under the provisions
hereof or any trustee acting for the Registered Owners of such
Bonds, may either at law or in equity, by suit, action, mandamus or
other proceedings in any court of competent jurisdiction, protect
and enforce any and all rights, including the right to the appoint-
ment of a receiver, existing under State of Florida or federal law,
or granted and contained herein, and may enforce and compel the
performance of all duties required herein or by any applicable law
to be performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to any
Registered Owner of the Bonds any lien on any property of the
Issuer, orshall be construed to grant to the Registered Owners of
the Bonds-the-. right to declare the Bonds immediately due and
payable. -.
The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Bond Holder is
intended to be exclusive of any other remedy, but each remedy shall
be cumulative and shall be in addition to any other remedy given to
any trustee or to the Bond Holders hereunder or now or hereafter
existing legally.
(ii) No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any such
right or power or shall be construed to be a waiver of any such
default or acquiescence therein, and every'such right and power may
be exercised as often as may be deemed expedient.
(iii) No waiver of any default or Event of Default hereunder
bythe Bond Holders, shall extend to or shall affect any subsequent
default or Event of Default or shall impair any rights or remedies
consequent thereon.
36
(iv) With respect to Senior Lien Bonds, acceleration of the
payment of principal of and interest on such Senior Lien Bonds
shall not be a remedy in the case of an Event of Default hereunder
unless otherwise determined by resolution of the Issuer prior to
the issuance of the Series 1993A Bonds. Acceleration of the
payment of principal of and interest on the Bonds shall not be a
remedy in the case of an Event of Default hereunder with respect to
any Series of Junior Lien Bonds.
Upon the occurrence of an Event of Default, and upon the filing
of a suit or other commencement of judicial proceedings to enforce
the rights of the Bond Holders under this Resolution, the
Registered Owners shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the funds pending such
proceedings, with such power as the court making such appointment
shall confer.
On the occurrence of an Event of Default, to the extent such
rights may then lawfully be waived, neither the Issuer nor anyone
claiming through or under it, shall set up, claim or seek to take
advantage of any stay, extension or redemption laws now or here-
after in force, in order to prevent or hinder the enforcement of
this Resolution, and the Issuer, for itself and all who may claim
through or under it, hereby waives, to the extent it may lawfully
do so, the benefit of all such laws and all right of redemption to
which it may be entitled.
Anything in this Resolution to the contrary notwithstanding,
upon the occurrence and continuance of an Event of Default as
defined herein with respect to the Series 1993A Bonds and as long
as the Municipal Bond Insurance Policy or a letter of credit with
respect thereto is in full force and effect, the Bond Insurer or
the issuer of the letter-.of credit shall be entitled to control and
direct the enforcement of all rights and remedies granted to the
Registered Owners of the Series 1993A Bonds under this Re~qlution ..
and the Bond Insurer shall also be entitled to approve all waivers
of Events of Default.
SECTION 23. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF REGISTERED OWNERS OF BONDS. The Issuer, from time to
time and at any time and without the consent of concurrence of any
Registered Owner of any Bonds, may adopt a resolution amendatory
hereof or supplemental hereto, if the provisions of such supplemen-
tal resolution shall not adversely affect the rights of the
Registered Owners of the Bonds then Outstanding, for any one or
more of the following purposes:
(A) To make any changes or corrections in the Resolution as to
which the Issuer shall have been advised by counsel that are
required for the purpose of curing or correcting any ambiguity or
defective or inconsistent provisions or omission or mistake or
manifest error contained in the Resolution, or to insert in the
Resolution such provisions clarifying matters or questions arising
under the Resolution as are necessary or desirable;
37
(B) To add additional covenants and agreements of the Issuer
for the purpose of further securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or
conferred upon the Issuer by the terms of the Resolution;
(D) To confirm as further assurance any lien, pledge or
charge, or the subjection to any lien, pledge or change, created or
to be created by the provisions of the Resolution;
(E) To grant to or confer upon the Registered Owners any
additional right, remedies, powers, authority or security that
lawfully may be granted to or conferred upon them;
(F) To assure compliance with provisions of the Internal
Revenue Code of 1986, as amended, providing for the exclusion of
interest on the Bonds from the gross income of the Registered
Owners of the Bonds (except for Taxable Bonds) for purposes of
Federal income taxationJ in effect from tim~ to time; and
(G) To modify any of the provisions of the Resolution in any
other aspects provided that such modifications shall not be effec-
tive until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding,
or until the holders thereof consent thereto pursuant to Section
hereof, and any Bonds issued subsequent to any such modification
shall contain a specific reference to the modifications contained
in such supplemental resolution.
Except for Series Resolutions providing for the issuance of
Bonds pursuant hereto, the Issuer shall not adopt any supplemental
resolution authorized by the foregoing provisions of this Section
unless in the opinion of Bond Counsel the adoption ofsuch supple-
mental resolution is permitted by the foregoing provisions of this
Section.
For so long as the S'eries 1993A Bonds shall be Outstanding and
the Municipal Bond Insurance Policy or the letter of credit with
respect thereto shall be in full force and effect, notice of the
adoption of any such amendment shall be given to the Bond Insurer.
SECTION 24. AMENDMENT OF RESOLUTION WITH CONSENT OF REGISTERED
OWNERS OF BONDS. Except as provided in Section 23 hereof, no
material modification or amendment of this Resolution or of any
resolution without the consent in writing of the Registered Owners
of fifty-one percent or more in the principal amount of the Bonds
of each Series so affected and then outstanding; provided, however,
that no modification or amendment shall permit a change in the
maturity of such Bonds or a reduction in the rate of interest
thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and
interest on the Bonds as the same shall become due from the Reve-
nues of the System or reduce the percentage of the Registered
Owners of the Bonds required to consent to any material modifica-
tion or amendment hereof without the consent of the Registered
38
Owner or Registered Owners of all such obligations. For purposes
of this Section, to the extent any Bonds are insured by a Municipal
Bond Insurance Policy or are secured by a letter of credit and such
Bonds are then rated in as high a rating category as the rating
category in which such Bonds were rated at the time of initial
issuance and deliver thereof by either Standard & Poor's Corpora-
tion or Moody's Investor Service, Inc., or successors and assigns,
then the consent of the issuer of such Municipal Bond Insurance
Policy or the issuer of such letter of credit shall be deemed to
constitute the consent of the Registered Owner of such Bonds.
Notwithstanding the provisions of Section 22 of this Resolution
or the provisions of this Section 24, any provision of this
Resolution expressly recognizing or granting rights in or to the
Bond Insurer may not be amended in any manner which affects the
rights of the Bond insurer hereunder without the prior written
consent of the Bond Insurer.
The Bond Insurer's consent shall be required, in addition to
consent of the Registered Owners of the Series 1993A Bonds, for the
initiation Or approval of any action which requires the consent of
the Registered Owners of the Series 1993A Bonds.
SECTION 25. DEFEASANCE. If, at any time, the Issuer shall
have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect
to tha Bonds, then, and in that event, the pledge of and lien on
the Pledged Revenues, in favor of the Holders of the Bonds shall be
no longer in effect. For purposes of the preceding sentence,
deposit of sufficient cash and/or principal of Acquired Obligations
in an irrevocable trust with a banking institution or trust
company, fo~ the sole benefit of the HOlders thereof, which
together with income on .such Acquired Obligations will be
sufficient tQ make timely payment of the principal, interest, a~d.=
redemption premiums, if any, on the Outstanding Bonds as they come
due, whether at maturity or the date fixed for redemption, shall be
considered "provision for payment." Nothing herein shall be deemed
to require the Issuer to call any of the Outstanding Bonds for
redemption prior to maturity pursuant to any appIicable optional
redemption provisions, or to impair the discretion of the Issuer in
determining whether to exercise any such option for early
redemption.
Notwithstanding the foregoing, all references to the discharge
and satisfaction of Bonds shall include the discharge and
satisfaction of any issue or series of Bonds, any portion of an
issue or series of Bonds, any maturity or maturities of an issue or
series of Bonds, any portion of a maturity of an issue or series of
Bonds or any combination of the foregoing.
The Issuer agrees that it will take no action in connection
with any of the transactions referred to in this Section which will
cause interest on the Bonds (except for Taxable Bonds) to be
included in the gross income of the Registered Owners thereof for
purposes of Federal income taxation.
39
SECTION 27. TAX COVENANTS. With respect to any Series of
Bonds (except for Taxable Bonds):
(A) The Issuer shall not use or permit the use of any proceeds
of the Bonds or any other funds of the Issuer, directly or
indirectly, to acquire amy securities or obligations, and shall not
use or permit the use of any amounts received by the Issuer with
respect to the Bonds in any manner, and shall not take or permit to
be taken any other action or actions, which would cause any Bonds
to be an "arbitrage bond" within the meaning of Section 148, or
"federally guaranteed" within the meaning of Section 149(b), of the
Internal Revenue Code of 1986, as amended (in this Section called
the "Code"), or otherwise cause interest on the Bonds to become
subject to federal income taxation.
(B) The Issuer shall at all times do and perform all acts and
things permitted by law and this Resolution which are necessary or
desirable in order to assure that interest paid on Bonds will be
excluded from gross income for purposes of federal income taxes and
shall take no action that would result in such interest not being
so excluded.
(C) The Issuer shall pay or cause to be paid to the United
States Government any amounts required by Section 148(f) of the
Code and the regulations thereunder (the "Regulations,,). In order
to insure compliance with the rebate provisions of Section 148(f)
of the Code with respect to any Series of Bonds for which the
Issuer intends on the date of issuance thereof to be excluded from
gross income for purposes. of Federal income taxation, the Issuer
has created the Rebate Fund to be held by the Issuer. The Rebate
Fund need not be maintained so long as the Issuer timely satisfies
~.~ '=' '- nto ~ny rebatable earnings to the United States
'=' l' :.~ ~. ~ , . e..=~.Iesuer; may,. ~as an~'' administrative
'~=~. ~ ! ~' =~e/)osit funds in the Rebate:= Fund from
" ~im i: '~ '~'.~ld ~n the Rebate Fundshall not be
. /a~d!~h~lt not be pledged-in any manner
for the benefik°of~the holders of the Bonds. M~neys in the Rebate
Fund (including earnings and deposits therein) shall be held for
future payment to the United States Government as required by the
Regulations and as set forth in instructions of Bond Counsel
delivered to the Issuer upon issuance of each series of such Bonds.
SECTION 28. REIMBURSEMENT. -The Issuer may, prior to the
issuance of the Series 1993 Bonds, incur a portion of the costs of
the Project and pay such costs from legally available revenues of
the Issuer or the City or from revenues available from the
developer of certain properties within the Redevelopment Area. The
Issuer is authorized to make such expenditures and to be reimbursed
from the proceeds of the Series 1993 Bonds in accordance with
Treasury Regulation Section 1.150-2.
SECTION 29. CAPITAL APPRECIATION BONDS. For the purpose of
(i) receiving payment of the redemption price of Capital
Appreciation Bonds if redeemed prior to maturity, (ii) receiving
payment if the principal of all or a portion of the Bonds is
41
declared immediately due and payable, (iii) computing Debt Service
Requirement, and (iv) computing the amount of Holders required for
any notice, consent, request or demand hereunder for any purpose
whatsoever, the principal amount of a Capital Appreciation Bond
shall be deemed to be its Compounded Amount.
SECTION 30. VALIDATION AUTHORIZED. The Issuer's Attorney is
hereby authorized and directed to institute appropriate proceedings
in the Circuit Court in and for Seminole County, Florida, for the
validation of the Series 1993A Bonds and the Series 1993B Bonds and
the proper officers of the issuer are hereby authorized to verify
on behalf of the Issuer the pleadings in such proceedings.
SECTION 31. SEVERABILITY. If any one or more of the cove-
nants, agreements or provisions of this Resolution should be held
contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions of this Resolution or of the Bonds issued hereunder.
SECTION 32. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with the provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
SECTION 33. EFFECTIVE DATE. The provisions of this Resolution
shall take effect immediately upon its passage.
-'~* ~OMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANFORD
(SEAL) By:
ATTEST:
Settye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
M~. Eckstein moved to approve the Minutes of meetings of
February 25, 1991, January 11, 1993, and March 8, 1993. Seconded
by Mr. Thomas and carried b~[ the vote of the Agency, as follows:
Bettye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
There being no further business, the meeting was adjourned.
'\
Attest:
~retary
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community Redevelopment Agency of the City of Sanford, Florida,
and keeper of!the records thereof, including the minutes of its
proceedings;
2. The~annexed copy of the minutes of a meeting held on the
llth day of Ju~y, 1994, is a true, correct and compared copy of the
whole of the'original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 94-1 attached 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, to
the extent required by law, has been duly signed or approvedbythe
proper officer or officers and is on file and of record.
DATED this 18th day of October, 1994.
(SEAL)
No. 11 (b)
SECTION 1. This Resolution is adopted pursuant to Chapter
166, Part II, Florida Statutes, Chapter 163, Part III, Florida
S~atutes, and other applicable provisions of law.
SECTION 2. The following definitions in Section (2) of the
Resolution are hereby amended to read as follows=
"Series 1993A Bonds" shall mean the Community Redevelopment
Agency of the City of Sanford, Florida Community Redevelopment
Revenue Bonds, Series 1993A, authorized pursuant to this
Resolution.
"Series 1993B Bonds" shall mean the ComMunity Redevelopment
Agency of the City of Sanford, Florida Community Redevelopment
Revenue Bonds, Series 1993B, authorized pursuant to this
Resolution.
"Trust Fund Revenues" shall mean those revenues received by
the City and deposited in the Redevelopment Fund created and
established pursuant to Ordinance No. 3160 of the City enacted by
the City on June 28, 1993. Such funds are derived from, as defined
in the Ordinance, a sum equal to that increment from the income
proceeds, revenues, and funds of the City derived from or held in
connection with the community redevelopment project area, and the
Issueres undertaking and carrying out of the community
redevelopment project therein. The increment is further defined
and limited to an amount equal to forty-seven and one-half percent
(47.5%) of the difference between:
(a) The amount of ad valorem taxes levied each year by
the City on taxable real property contained within the
geographic boundaries of the redevelopment areay and
(b) The amount Cf ad valoremtaxes which would have been
produced bythe rate upon which the tax is levied each year by
the City upon the total of the assessed value of the taxable
property in the redevelopment area as shown upon the most
recent assessment roll used in connection with the taxation of
such property by the City prior to June 28, 1993, the
effective date of Resolution No. 1665, approving the Seminole
Towne Center Community Redevelopment Plan.
The obligation of the City to annually appropriate to such fund
shall terminate on December 31, 2011, whether or not obligations of
the Issuer or the City payable from such fund remain outstanding.
In addition the obligation of the City to annually appropriate to
such fund only arises to the extent that such increment has been
collected. The Issuer is not obligated to deposit any moneys into
such fund unless and until the increment has been collected.
Therefore, moneys shall be deposited in such fund only as, if and
when such taxes may be collected by the City.
2
Section 2 of the Resolution is fuzther mnended to include the
following definitions:
"AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company. The "Bond Insurer for
the Series 1993A Bonds shall be AMBAC Indemnity.
"Taxable Bond" shall mean any Bond which the Issuer does not
intend for the interest thereon to be excludable from the gross
income of the Holder thereof for federal income tax purposes.
"Trustee" shall mean the trustee appointed by the Issuer to
perform the duties of Trustee hereunder, and its successor or
assigns and any other corporation which may at any time be
substituted in its place pursuant to the provisions hereof.
SECTION 3. Section 16 of the Resolution is hereby amended to
read as followsx
SECTION 16. CREATION OF FUNDS. There are hereby created and
established the following funds and accounts, which funds and
accounts shall be trust funds for the purposes her,in provided and
used only in the manner her, in provided.
(A) The "Community Redevelopment Agency of the City of
Sanford Redevelopment Fund" (hereinafter sometimes called the
"Redevelopment Fund".), to be held by the Issuer and to the credit
of which deposits shall be made as required by Section 21(A)
hereof.
(B) The "Community Redevelopment Agency Of the City of
Sanford Senior Lien Debt Service ~and" (hereinafter sometimes
called the "Senior Lien Debt Service Fund") to be held by the
Trustee and to the credit of which deposits shall be made as
required by Section 21(B)(1) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the
Interest Account, the Redemption Account and the Senior Lien
Reserve Account. In the Senior Lien Reserve Account there shall be
maintained separate subaccounts for the Series 1993A Bonds and for
any series of Additional Parity Obligations.
(C) The "Community Redevelopment Agency of the City of
Sanford Junior Lien Debt Service FUnd" (hereinafter sometimes
called the "Junior Lien Debt Service Fund") to be held by the
Trustee and to the credit of which deposits shall be made as
required by Section 21(B)(2) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the
Interest Account, the Redemption Account and the Junior Lien
Reserve Account.
(D) The "Community Redevelopment Agency of the City of
Sanford Construction Fund" (hereinafter sometimes called the
3
"Construction Fund") to beheld by the Issuer and to the credit of
which deposits shall be made as required by Section 17 hereof.
(E) The "Community Redevelopment Agency of the City of
Sanford Series 1993 Bonds Rebate Fund" (hereinafter sometimes
called the "Rebate Fund"), to be held by the Issuer and to the
credit of which deposits shall be made as required by Section 27(C)
of this Resolution. Within such fund there may be established
separate accounts for each Series of Bonds issued hereunder.
All of the funds and accounts shall be held by the Director of
Finance of the City orthe Trustee, as applicable, in trust (except
for the Rebate Fund) for the benefit of the Holders of Bonds issued
hereunder.
SECTION 4. Section 21 (B) of the Resolution is hereby amended
to read as fo110wsz
(B) DISPOSITION OFT HE PLEDGED REVENUES. Amounts on deposit
in the Redevelopment FUnd shall be transferred not later than the
25th day of each month only in the following manner and the
following order of priority.
(1) The Issuer shall, in addition to past due payments
of principal of and interest on the Senior Lien Bonds and the
Junior Lien Bonds, transfer to the Senior Lien Debt Service
Fund which shall be held by the Trustee and credit to the
following accounts, in the following order (except that
payments in the Principal Account and the Redemption Account
shall be on a parity with each other), the following
identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay all interest coming due on all
outstanding Senior Lien Bonds on the next debt service
payment date, together with any fees and charges of the
PayingAgent andRegistrar therefor. Provided, however,
that monthly deposits of interest, or portions thereof,
shall not berequired to be made to the extent that money
on deposit within such Interest Account in the Senior
Lien Debt Service Fund is sufficient for such purpose.
In addition, deposits shall not be required to the extent
moneys are not available in the Redevelopment Fund for
such purpose. Moneys in the Interest Account in the
Senior Lien Debt Service FUnd may be used only for the
purposes set forth in this paragraph (a).
(b) Principal Account: Such sum as will be
sufficient to pay the principal amount of the Senior Lien
Bonds which will mature and come due on the next maturity
date. Provided, however, that monthly deposits for
principal, or portions thereof, shall not be required to
4
Bonds and the Additional Parity Obligations with respect to
which such certificate is made.
(2) Each supplemental resolution authorizing the
issuance of Additional Parity Obligations will recite that all
of the covenants herein contained applicable to Senior Lien
Bonds will be applicable to such Additional Parity
Obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed
hereunder, and all payments herein required to have been made
into the accounts and funds, as provided hereunder, shall have
been made to the full extent required.
(4) All payments on the Series 1993B Bonds shall be
current.
(5) The Issuer shall have complied with such other
covenants as shall be requiredby subsequent resolution oft he
Issuer adopted prior to the sale of the Series 1993A Bonds.
(6) The Bond Insurer shall have consented in writing to
the issuance of such Additional Parity Obligations.
No obligations, payable on a parity fromthe proceeds of the
Pledged Revenues with the Series 1993B Bonds herein authorized
shall be issued after the issuance of the Series 1993B Bonds except
on the conditions and in the manner herein provided:
(1) There shall have been obtained and filed with the
Issuer and the City, a certificate of the Finance Director of
the City stating that the historical Pledged Revenues received
by the Issuer in any twelve (12) consecutive months of the
last twenty-four (24) months prior to the issuance of the
Bonds (or such shorter period as Pledged Revenues shall have
been received) will be sufficient to pay 125% of the average
annual Debt Service Requirement on all Outstanding Senior Lien
Bonds, all Outstanding Junior Lien Bonds and the parity
obligations with respect to which such certificate is made.
(2) Each supplemental resolution authorizing the
issuance of such obligations will recite that all of the
covenants herein contained applicable to Junior Lien Bonds
will be applicable to such obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed here-
under, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been
made to the full extent required.
10
SECTION 7. Section 22 of the Resolution is hereby amended to
read as follows:
SECTION 22. DEFAULTS~ EVENTS OF DEFAULT. If any of the
following events occur, it is hereby defined as and declared to be
and constitute an "Event of Default" with respect to the Holders of
the Bonds:
(A) Default in the due and punctual payment of any
interest on the Bonds (however, a failure to make due and
punctual payments of the interest on the Series 1993B Bonds
shall not constitute an Event of Default)~
(B) Default in the due and punctual payment of the
principal of and premium, if any, on the Bonds, at the stated
maturity thereof, or upon proceedings for payment (including
tender) or redemption thereof (however, a failure to make due
and punctual payments of the principal of and premium, if ~ny,
on the Series 1993B Bonds, at the stated maturity thereof, or
upon proceedings for payments (including tender) or redemption
thereof shall not constitute an event of default);
(C) The entry by the Issuer into an agreement of
composition with its creditors, the filing by the Issuer of a
petition for the reorganization of the Issuer or
rearrangement, adjustment, or readjustment of the obligations
of the Issuer under the provisions of any bankruptcy or
moratorium laws or similar laws relating to or affecting
creditors~s rights;
(D) A court having jurisdiction in the premises shall
enter a decree or order providing for relief in respect of the
Issuer in an involuntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its
property, or offering the winding up or liquidations of its
affairs and such decree or order shall remain unstayed and in
effect for a period of ninety (90) days~
(E) Default in the performance or observance of any
other of the covenants, agreements, or conditions on the part
of the Issuer contained in this Resolution or in the Bonds and
the continuance thereof for a period of sixty days (60) after
written notice to the Issuer by the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
the Bonds then Outstanding (provided, however, that with
respect to any obligation, covenant, agreement, or condition
which requires performance by a date certain, if the Issuer
performs such obligation, covenant, agreement, or condition
within thirty (30) days of written notice as provided above,
12
the default shall be deemed to have been cured). In the event
the Issuer's obligations are contested, such thirty (30) day
period will commence on the first day following final decision
of the court of last resort from which review of the matter is
sought.
(F) Failure by the Issuer promptly to remove any
execution, garnishment, or attachment of its property (but not
including property in the RedevelopmentArea owned by private
parties) of such consequence as will impair its ability to
carry out its obligations under this Resolution.
The term "default" shall mean default by the Issuer in the
performance or observance of any of the covenants, agreements or
conditions on its part contained in the Resolution or in the Bonds,
exclusive of any period of grace required to constitute a default
or an "Event of Default" as hereinabove provided. The term
"default" shall not include the failure to make payments of
principal or interest on the Series 1993B Bonds on the stated date
of payment unless the Issuer shall have adequate legally available
Pledged Revenues to make such payment.
The Trustee, any Registered Owner of Bonds issued under the
provisions hereof or any trustee acting for the Registered Owners
of such Bonds, may either at law or in equity, by suit, action,
mandamus 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 State of
Florida or federal law, or granted and contained herein, and may
enforce and compelthe performance of all duties required herein or
by any applicable law to be performed by the Issuer or by any
officer thereof.
Nothing herein, however, shall be construed to grant to the
Trustee or to any Registered Owner of the Bonds any lien on any
property of the Issuer other than the Pledged Revenues.
The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Trustee or
the Bondholders is intended to be exclusive of any other remedy,
but each remedy shall be cumulative and shall be in addition to any
other remedy given to the Trustee or to the Bondholders hereunder
or now or hereafter existing legally.
(ii) No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any such
right or power or shall be construed to be a waiver of any such
default or acquiescence therein, and every such right and power may
be exercised as often as may be deemed expedient.
13
(a) The Trustee and the Paying Agent may be removed
at any time, at the request of AMBAC Indemnity, for any breach
of the trust set forth herein.
(b) AMBAC Indemnity shall receive prior written
notice of any resignation of the Paying Agent or the Trustee.
(c) A successor Trustee or successor Paying Agent
shall not be appointed unless AMBAC Indemnity approves such
successor in writing.
(d) Notwithstanding any other provision of this
Resolution, in determining whether the rights of the
Bondholders will be adversely affected by any action taken
pursuant to the terms and provisions of this Resolution, the
Paying Agent shall consider the effect on the Bondholders as
if there were no Municipal Bond Insurance Policy.
(e) Notwithstanding any other provision of this
Resolution, no removal resignation or termination of the
Paying Agent or the Trustee shall take effect until a
successor, acceptable to AMBAC Indemnity, shall be appointed.
SECTION 10. The Series designation for the Series 1993A Bonds
and the Series 1993B Bonds shall be changed to Series 1994A Bonds
and Series 1994B Bonds to reflect the year of issuance. The Series
1994A Bonds and the Series 1994B Bonds shall be collectively
referred to as the Series 1994 Bonds.
SECTION 11. No Option Obligations or Variable Rate
Obligations shall be issued without the prior written consent of
the Bond Insurer.
SECTION 12. The distribution of a Preliminary Official
Statement relating tothe Series 1994A Bonds is hereby approved in
such form and substance as shall be approvedbythe Chairman of the
Issuer. The Chairman of the Issuer is hereby authorized to deem
such Preliminary Official Statement as "final" within the meaning
of Rule 15c-2-12 of the Securities and Exchange Commission, except
for certain "permitted omissions" as defined in such rule.
SECTION 13. If any one or more of the covenants, agreements
or provisions of this Resolution should be held contrary to any
express provision of law or contrary to the policy of express law,
though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed
separate from the remaining covenants, agreements or provisions of
this Resolution or of the Bonds issued hereunder.
SECTION 14. All prior resolutions of the Issuer inconsistent
with the provisions of this Resolution are hereby modified,
23
supplemented and amended to conform with the provisions herein
contained.
SECTION 15. EFFECTIVE DATE. The provisions of this
Resolution shall take effect immediately upon its passage.
PASSED ~~
THE CITY OF day of ,
1994.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD
( SEAL )
ATTEST:
A Commu xty Rede~elopment'
Agency of the City of Sanford
24
Bettye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
Lone K. Howell Aye
Proposed FY 94/95 Budget, and submission of same to Sanford City
Co~m~ission. Mr. Thomas moved to approve the proposed FY 94/95
Budget, with submission of same to the Sanford city Commission, for
inclusion in the City's FY94/95 Budget. seconded by Vice-Chairman
McClanahan and carried by the vote of the Agency as follows:
Betrye D. Smith Aye
\\ A.A. McClanahan Aye
\ Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
Lone K. Howell Aye
Executive Director. Sanford City Manager reported that the
Preliminary Official Statement requires that same be executed by
both the Mayor and the Executive Director of the Community
Redevelopment Agency ("CRA"), and recommended that the CRA appoint
the Sanford City Manager as Executive Director of the CRA.
Mr. Eckstein moved to appoint sanford City Manager
William A. Simmons as Executive Director of the community
Redevelopment Agency. Seconded by Mr. Thomas and carried by the
vote of the Agency as follows:
Mayor Smith Aye
Commissioner Eckstein Aye
Commissioner Thomas Aye
Commissioner McClanahan Aye
Commissioner Howell Aye
There being no further business, the meeting was
adjourned.
Attest:
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community Redevelopment Agency of the City of Sanford, Florida,
and keeper of the records thereof, including the minutes of its
proceedings;
2. The annexed copy of the minutes of a meeting held on the
25th day of July, 1994, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 94-2 attached 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 18th day of October, 1994.
(SEAL)
~- " Clerk
No. 11(c)
WHEREAS, the Series 1994A Bonds and the Series 1994B Bonds are
herein collectively referred to as the "Bonds"; and
WHEREAS, the proceeds of the Series 1994k Bonds are to be
used, together with other available funds of the Issuer, to (i)
acquire and construct certain facilities and improvements in the
Seminole Towne Center Community Redevelopment~rea, (ii) purchase
a surety bond for deposit to the subaccount in the Senior Lien
Reserve Account established for the benefit of the Series 1994A
Bonds and (iii) pay certain costs of issuance of the Series 1994A
Bonds including the municipal bond insurance premium; and
WHEREAS, the proceeds of the Series 1994B Bonds are to be
used, together with other available funds of the Issuer, to (i)
acquire and construct certain facilities and improvements in the
Seminole Towne Center Community Redevelopment Area and (ii) pay
certain costs of issuance of the Series 1994B Bonds;'and
WHEREAS, the Issuer has received an offer from J. P. Morgan
Securities, Inc. (the "Underwriter") to purchase the Series 1994A
Bonds, subject to the terms and conditions contained herein and set
forth in a Bond Purchase Agreement, a copy of which is attached
hereto as Exhibit "A" (the"Bond Purchase Agreement,'); and
WHEREAS, the Issuer has received an offe~ from-Seminole Towne
Center Limited Partnership-(the "Purchaser") to purchase the S~ries
1'994B Bonds, subject to the terms and conditions contained herein
and set forth in the Letter of Conditions, a copy of which is
attached hereto as Exhibit "B" (the "Letter of Conditions"); and
2
WHEREAS, the Issuer now desires to issue its Series 1994
Bonds, to sell its Series 1994 Bonds pursuant to the Bond Purchase
Agreement and the Letter of Conditions, to authorize the execution
and distribution of a Preliminary Official Statement and an
Official Statement in connection with the issuance of the Series
1994A Bonds and to take certain other action~in connection with
the issuance and sale of the Series 1994A Bonds; and
WHEREAS, the Issuer has authorized the purchase of municipal
bond insurance and has received a commitment for such insurance
from AMBAC Indemnity Corporation with respect to the Series 1994A
Bonds; and
WHEREAS, the Issuer has been provided all applicable dis-
closure information required by Section 218,385, Florida Statutes,
a copy of which is attached as an exhibit to the Bond Purchase
Agreement and the Letter of Conditions, as applicable; and
WHEREAS, it is also in the best interest of the Issuer to
amend certain sections of the Resolution; and
WHEREAS, this resolution shall constitute a supplemental
resolution under the terms of the Resolution and all capitalized
undefined terms used herein shall. have the meanings set forth in
the ResolutiOn;
BE ~T~ENACTED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD, FLORIDA:
SECTION 1. The issuance of $6,000,000 of the Series 1994A
Bonds and not to exceed $~/~,~ of the Series 1994B Bonds by the
3
City is hereby approved upon the terms and conditions set forth in
the Resolution.
SECTION 2. Due to the willingness of the Underwriter to
purchase $6,000,000 in aggregate principal amount of the Series
1994A Bonds at favorable interest costs and the importance of
timing in the marketing of such obligations i~ is herebydetermined
that it is in the best interest of the public and the Issuer to
sell the Series 1994A Bonds at a negotiated sale and such sale to
the Underwriter pursuant to the terms and conditions contained in
the Bond Purchase Agreement and herein is hereby authorized and
approved.
SECTION 3. Due to the willingness of the Purchaser to
purchase not to exceed $~,8~0,~0 ~ in aggregate principal amount
of the Series 1994B Bonds at favorable interest costs it is hereby
determined that it is in the best interest of the public and the
Issuer to sell the Series 1994B Bonds at a negotiated sale and,
subject to the provisions of Section 7 hereof, such sale to the
Purchaser pursuant to the terms and conditions contained in the
Letter of Conditions and herein is hereby authorized and approved.
SECTION 4. The Series 1994A Bonds are hereby sold to the
UnderWriter, upon the terms and conditions set forth in~the Bond
Purchase~greement attached hereto as Exhibit."A" and incorporated
'by reference. The Chairman and the Secretary are herebyauthorized-
to execute such Bond Purchase Agreement in substantially the form
attached as Exhibit "A," with such additional changes, insertions
and omissions therein as do not change the substance thereof and as
4
may be approved by the said officers of the Issuer executing the
same, such execution to be conclusive evidence of such approval.
SECTION 5. The Series 1994B Bonds are hereby sold to the
Purchaser, upon the terms and conditions set forth in the Letter of
Conditions attached hereto as Exhibit "B" and incorporated by
reference. The Chairman and the Secretary are'hereby authorized'to
execute such Letter of Conditions in substantially the form
attached as Exhibit "B," with such additional changes, insertions
and omissions therein as do not change the substance thereof and as
may be approved by the said officers of the Issuer executing the
same, such execution to be conclusive evidence of such approval.
SECTION 6. The Series 1994A Bonds shall be dated, shall bear
interest payable at the times, shall mature and shall be subject to
redemption as provided in Exhibit C attached hereto. The use of
the proceeds of the Series 1994A Bonds, shall be as provided in
Exhibit "C" attached hereto.
SECTION 7. The Series 1994B Bonds shall be dated as of the
date of delivery, shall mature on December 1, 2011 and shall bear
interest at a rate of 9% payable on December 1 of each year,
beginning December 1, 1997. The Series 1994B Bonds shall be issued
as one fully registered Bond.in an authorized denomination equal to
the amount of the Series 1994B Bonds issued. The Series 1994B
Bonds shall be subject to redemption as follows:
The Series 1994B Bonds maturing December 1, 2011 are subject
to mandatory sinking fund redemption on December I of each year,
beginning December 1, 1997 at a redemption price equal to 100% of
5
the principal amount to be redeemed, plus accrued interest, in an
amount equal to Trust Fund Revenues legally available on such date
to pay debt service on the Series 1994B Bonds.
The Series 1994B Bonds are subject to optional redemption at
the option of the Issuer at any time prior to maturity in whole or
t~n a
in part, from any available funds, at 100% of e princip 1 amouAt
of the Series 1994B Bonds to be redeemed, plus accrued interest to
the date fixed for redemption.
No such Series 1994B Bonds shall be issued nor once such
Series 1994B Bonds are issued, shall such Series 1994B'Bonds be
transferred unless such purchaser shall have executed an
"investment letter" in substantially the form attached hereto as
Exhibit "D" and in form and substance satisfactory to the City
Attorney of the City of Sanford. In addition, no Series 1994B
Bonds shall be sold unless and until the purchaser shall have
provided all disclosure information required by Section 218.385,
Florida Statutes. The use of the proceeds of the Series 1994B
Bonds, shall be as provided in a certificate executed by the
Chairman.
SECTION 8. The Series 1994 Bonds shall be issued under and
secured by the Resolution and shall be executed and delivered by
the Chairman and the Secretary in substantially the form set forth
in the Resolution, with such additional changes and insertions
therein as conform to the provisions of the Bond Purchase Agreement
and the Letter of Conditions, as applicable, and such execution and
6
delivery shall be conclusive evidence of the approval thereof by
such officers.
SECTION 9. It is in the best interest of the Issuer that the
Series 1994A Bonds be issued utilizing a pure book-entry system of
registration. The Series 1994A Bonds shall be initially issued in
the form of a separate single certificated fully registered ~ond
for each of the maturities of such Series 1994A Bonds. Upon
initial issuance, the ownership of each such Series 1994A Bond
shall be registered in the registration books kept by the Registrar
in the name of Cede & Co. ("Cede"), as nominee of The 'Depository
Trust Company ("DTC").
With respect to Series 1994A Bonds registered in the registra-
tion books kept by the Registrar in the name of Cede, as nominee of
DTC, the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation to any such Participant or to any
indirect participant. Without limiting the immediately preceding
sentence, the Issuer, the Registrar and the Paying Agent shall have
no responsibility or obligation with respect to (i) the accuracy of
the records of DTC, Cede or any Participant with respect to any
ownership interest in the Bonds~~ (ii) the delivery to any
Participant or any other person other than a Bondholder, as shown
in the registration books kept by theRegiStrar, of any notice with
'respect to the Series 1994A Bonds, including any notice of redemp-=--
tion, or (iii) the payment to any Participant or any other person,
other than a Bondholder, as shown in the registration books kept by
the Registrar, of any amount with respect to principal of, premium,
7
if any, or interest On the Series 1994A Bonds. The Issuer, the
Registrar and the Paying Agent may treat and consider the person in
whose name each Series 1994A Bond is registered in the registration
books kept by the Registrar as the holder and absolute owner of
such Series 1994A Bond for the purpose of payment of principal,
premium and interest with respect to such SeXes 1994A Bond, for
the purpose of giving notices of redemption and other matters with
respect to such Series 1994A Bond, for the purpose of registering
transfers with respect to such Series 1994A Bond, and for all other
purposes whatsoever. The Paying Agent shall pay all principal of,
premium, if any, and interest on the Series 1994A Bonds only to or
upon the order of the respective Holders, as shown in the
registration books kept by the Registrar, or their respective
attorneys duly authorized in writing, as provided herein and all
such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of prin-
cipal of, premium, if any, and interest on the Series 1994A Bonds
to the extent of the sum or sums so paid. No person other than a
~-.~=~i.~ ..~.as shown in t~ registration books kept by the Registrar,
· '!~'~= ~i~.~ted Series1994A Bond evidencingtheob!~-=
==~i't~ake ~ayments Of principal, premium, if
~ ~'S~U~nt to the provisidns hereof. Upon delivery
f written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede, and sub-
ject to the provisions herein with respect to Record Dates, the
word "Cede" in this Resolution shall refer to such new nominee of
8
DTC; and upon receipt of such a notice the Issuer shall promptly
deliver a copy of the same to the Registrar and the Paying Agent.
Upon receipt by the Issuer of written notice from DTC (i) to
the effect that DTC has receivedwritten notice from the Issuer or
from Participants having interests, as shown in the records of DTC,
in an aggregate principal amount of not less'than fifty perce~t
(50%) of the aggregate principal amount of the then outstanding
Series 1994A Bonds to the effect that a continuation of the
requirement that all of the outstanding Series 1994A Bonds be
registered in the registration books kept by the Registrar in the
name of Cede, as nominee of DTC, is not in the best interest of the
beneficial owners of the Bonds of such Series or (ii) to the effect
that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of
DTC hereunder can be found which is willing and able to undertake
such functions upon reasonable and customary terms, such Bonds
shall no longer be restricted to being registered in the regis-
tration books kept by the Registrar in the name of Cede, as nominee
of DTC, but may be registered in whatever name or names Holders
transferring or exchanging such Series 1994A Bonds shall designate,
in accordance with the provision of hereof.
In furtherance thereof, the Issuer authorizes the execution
and delivery of a Letter of Representations with The Depository
Trust Company in substantially the form attached hereto as Exhibit
"E" and the Chairman and Secretary are hereby authorized to execute
and deliver the Letter of RepreSentations with such changes,
9
insertions and omissions as shall be approved by the officers of
the Issuer executing the same.
SECTION 10. Insurance to insure the hol~er of any Series
1994A Bond the scheduled payment of principal and interest on
behalf of the Issuer is hereby authorized to be purchased from
AMBAC Indemnity Corporation ("AMBAC") and' payment for s~ch
insurance is hereby authorized from proceeds of the Series 1994A
Bonds in accordance with the Commitment for Municipal Bond
Insurance from AMBAC attached hereto as Exhibit "F." A statement
of insurance is hereby authorized to be printed on or at'tached to
the Series 1994A Bonds for the benefit and information of the
Bondholders.
SECTION 11. First Union National Bank of Florida is hereby
appointed Trustee pursuant to the Resolution and is also appointed
Paying Agent and Registrar for the Series 1994 Bondsj
SECTION 12. The distribution by the Underwriter of the
Preliminary Official Statement for the Series 1994A Bonds is hereby
approved, confirmed and ratified. The distribution of a final
Official Statement of the Issuer relating to the issuance of the
Series 1994A Bonds is hereby approved, such final Official State-
ment to be in substantially the form attached as an exhibit to the
Bond Purchase Agreement, with such additional changes, insertions
a'nd omissions as may be made and approved by officers of the Issuer
executing the same, such execution to be conclusive evidence of any
such approval. The Chairman and the Secretary are hereby autho-
rized to execute such Official Statement in substantially the form
10
attached to the Bond Purchase Agreement. The execution of such
Official Statement by such officers is hereby approved with such
additional changes, insertions and omissions as.may be made and
approved by such officers.
SECTION 13. The term "Authorized Investments" in the
Resolution shall only include those investments ~uthorized pursuant
to Exhibit "G" attached hereto.
SECTION 14. The purchase of a Surety Bond from AMBAC in an
amount equal to the Reserve requirement for the Series 1994 A Bonds
is hereby authorized. The Chairman and the Secretary a~e hereby
authorized to execute a Guaranty Agreement in substantially the
form attached hereto as Exhibit "H", with such addition, insertions
and omissions as shall be approved by the officers of the Issuer
executing the same, with execution thereof being conclusive
evidence of such approval.
SECTION 15. The remaining authorized but unissued Series 1994
Bonds in the principal amount of $ ~doO are hereby canceled
and shall not be issued.
SECTION 16. All prior resolutions of the Issuer inconsistent
with the provisions of this Resolution are hereby modified, supple-
mented and amended to conformwith the provisions herein contained.
SECTION 17. The Chairman and the Secretary and any other
appropriate officers of the Issuer are hereby authorized and
directed to execute any and all certifications or other instruments
or documents required by the Resolution, the Bond Purchase
Agreement, the Letter of Conditions~ the Guaranty Agreement or any
ll
other document referred to above as a prerequisite or precondition
to the issuance of the Series 1994 Bonds and any such representa-
tion 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 Series 1994 Bonds is hereby
approved, confirmed and ratified.
SECTION 18. Section 21(B)(1) of the Resolution is hereby
amended to read as follows:
(B) DISPOSITION OF THE PLEDGED REVENUES. Amounts on
deposit in the Redevelopment Fund shall be transferred not
later than the 25th day of each month only in the following
manner and the following order of priority.
(1) The Issuer shall, in addition to past due payments
of principal of and interest on the Senior Lien Bonds transfer
to the Senior Lien Debt Service Fund which shall be held by
the Trustee and credit to the following accounts, in the
following order (except that payments in the Principal Account
and the Redemption Account shall be on a parity with each
other), the following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay all interest coming due on all
outstanding Senior Lien Bonds on the next debt service
payment date, together with any fees and charges of the
Paying Agent and Registrar therefor. Provided, however,
that monthly deposits of interest, or portions thereof,
shall not be required to be made to the extent that money
on deposit within such Interest Account in the Senior
Lien Debt Service Fund is sufficient for such purpose.
In addition, deposits shall not be required to the extent
moneys are not available in the Redevelopment Fund for
such purpose. Moneys in the Interest Account in the
Senior Lien Debt Service Fund may be used only for the
purposes set forth in this paragraph (a).
(b) Principal Account: Such sum as will be
sufficient to pay the principal amount of the Senior Lien
Bonds which will mature and come due on the next maturity
date. Provided, however, that monthly deposits for
principal, or portions thereof, shall not be required to
be made to the extent that money on deposit within such
Principal Account in the Senior Lien Debt Service Fund is
sufficient for such purpose. In addition, deposits shall
12
not be required to the extent moneys are not available in
the Redevelopment Fund for suoh purpose. Moneys in the
Principal Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (b).
(c) Redemption Account: Such sum as will be
sufficient to pay the principal amount of the applicable
Amortization Installment established for the mandatory
redemption of Outstanding Senior Lien Bonds on the next
maturity date. Provided, however, tha~t m~thly-deposits
into the Redemption Account, or portions thereof, shall
not be required to be made to the extent that moneys on
deposit in the Redemption Account are sufficient for such
purpose. In addition, deposits shall not be required to
the extent moneys are not available in the Redevelopment
Fund for such purpose. The moneys in the Redemption
Account shall be used solely for the purchase or
redemption of the Term Bonds payable therefrom. The
Issuer may at any time purchase said TermBonds at prices
not greater than the redemption price of such Term Bonds
on the next ensuing redemption date. If the Issuer shall
purchase or call for redemption in any year Term Bonds in
excess of the Amortization Installment requirement for
such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such
times as the Issuer shall determine. Moneys in the
Redemption Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (c).
(d) The Issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Senior Lien Reserve Account to be held by the Trustee.
Any withdrawals from any subaccount in the Senior Lien
Reserve Account shall be subsequently restored from the
first moneys available in the Redevelopment Fund, on a
pro-rata basis as to all subaccounts in the Senior Lien
Reserve Account, after all current applications and
allocations to the Senior Lien Debt Service Fund,
including all deficiencies for prior payments, have been
made in full. Such restoration shall occur on a parity
with all payments required to be made to the provider of
any Reserve Product, as hereinafter defined, in order to
reimburse such provider for payments made under such
Reserve Product. To the extent the Issuer determines
pursuant to a series resolution to fund a subaccount
within the Senior Lien Reserve Account for a respective
Series of Senior Lien Bonds, the Issuer may provide that
the difference between the amounts on deposit in such
account and the Reserve Requirement for such Series of
13
Senior Lien Bonds shall be an amount covered by obtaining
bond insurance issued by a reputable and recognized
municipal bond insurer, by a surety bond or a letter of
credit, or any combination thereof ("Reserve Product").
Moneys in the senior Lien Reserve AccoUnt shall be used
only for the purpose of the payment of Amortization
Installments, principal of, or interest on the Senior
Lien Bonds when the other moneys allocated to the Senior
Lien Debt Service Fund are insufficient therefor and for
no other purpose. Moneys in the S_eniar Lien Reserve.
Account shall not be used for payment of the Series 1993B
Bonds or any Junior Lien Bonds. Moneys in each
subaccount in the Senior Lien Reserve Account shall be
valued as determined by the resolution authorizing such
series of Senior Lien Bonds for which such account was
established. Notwithstanding the foregoing, moneys on
deposit in each respective subaccount in the Senior Lien
Reserve Account shall only be applied for payment of
Amortization Installments, principal of, or interest on
the Outstanding Series of Senior Lien Bonds for which
such subaccount was established and for no other Series
of Bonds. In the event of a refunding of any Senior Lien
Bonds secured by funds in the Senior Lien Reserve
Account, the Issuer may withdraw from the respective
subaccount within the Senior Lien Reserve Account for
such Series of Bonds, all or any portion of the amounts
accumulated therein with respect to the Senior Lien Bonds
being refunded and deposit such amounts as required by
the resolution authorizing the refunding of such Series
of Senior Lien Bonds; provided that such withdrawal shall
not be made unless (a) immediately thereafter, the Senior
Lien Bonds being refunded shall be deemed to have been
paid pursuant to Section 25 hereof, and (b) the amount
remaining in such subaccount after giving effect to the
issuance of such refunding obligations and the
dispositions of the proceeds thereof shall not be less
than the Reserve Requirement for any Senior Lien Bonds of
such Series then Outstanding.
SECTION 19. Section 22 of the Resolution are hereby amended
to read as follows:
SECTION 22. DEFAULTS; EVENTS OF DEFAULT. If any of the
following events occur, it is hereby defined as and declared
to be and constitute an "Event of Default" with respect to the
Holders of the Bonds:
(A) Default in the due and punctual payment of any
interest on the Bonds (however, a failure to make due and
punctual payments of the interest on the Series 1993B Bonds
14
because of the lack of legally available Trust Fund Revenues
shall not constitute an Event of Default);
(B) Default in the due and punctual payment of the
principal of and premium, if any, on the Bonds, at the stated
maturity thereof, or upon proceedings for payment (including
tender) or redemption thereof (however, a failure to make due
and punctual payments of the principal of and premium, if any,
on the Series 1993B Bonds because of the lack of legally
available Trust Fund Revenues, at the state~maturity thereof;
or upon proceedings for payments (iRcluding tender) or
redemption thereof shall not constitute an event of default);
(C) The entry by the Issuer into an agreement of
composition with its creditors, the filing by the Issuer of a
petition for the reorganization of the Issuer or
rearrangement, adjustment, or readjustment of the obligations
of the Issuer under the provisions of any bankruptcy or
moratorium laws or similar laws relating to or affecting
creditors's rights;
(D) A court having jurisdiction in the premises shall
enter a decree or order providing for relief in respect of the
Issuer in an involuntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its
property, or offering the winding up or liquidations of its
affairs and such decree or order shall remain unstayed and'in
effect for a period of ninety (90) days;
(E) Default in the performance or observance of any
other of the covenants, agreements, or conditions on the part
of the Issuer contained in this Resolution or in the Bonds and
the continuance thereof for a period of sixty days (60) after
written notice to the Issuer by the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
the Bonds then Outstanding (provided, however, that with
respect to any obligation, covenant, agreement, or condition
which requires performance by a date certain, if the Issuer
performs such obligation, covenant, agreement, or condition
within thirty (30) days of written notice as provided above,
the default shall be deemed to have been cured). In the event
the Issuer's obligations are contested, such thirty (30) day
period will commence on the first day following final decision
of the court of last resort from which review of the matter is
sought.
(F) Failure by the ISsuer promptly to remove any
execution, garnishment, or attachment of its property (but not
including property in the Redevelopment Area owned by private
15
parties) of such consequence as will impair its ability to
carry out its obligations under this Resolution.
The term "default" shall mean default by the Issuer in
the performance or observance of any of the covenants,
agreements or conditions on its part contained in the
Resolution or in the Bonds, exclusive of any period of grace
required to constitute a default or an "Event of Default" as
hereinabove provided. The term "default" shall not include
the failure to make payments of principa~ er~inte~est on the
Series 1993B Bonds on the stated date of payment unless the
Issuer shall have adequate legally available Pledged Revenues
to make such payment.
The Trustee, any Registered Owner of Bonds issued under
the provisions hereof or any trustee acting for the Registered
Owners of such Bonds, may either at law or in equity, by suit,
action, mandamus 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 State of Florida or federal law, or granted and
contained herein, and may enforce and compel the performance
of all duties required herein or by any applicable law to be
performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to
the Trustee or to any Registered Owner of the Bonds any lien
on any property of the Issuer other than the Pledged Revenues.
The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Trustee
or the Bondholders is intended to be exclusive of any other
remedy, but each remedy shall be cumulative and shall be in
addition to any other remedy given to the Trustee or to the
Bondholders hereunder or now or hereafter existing legally.
(ii) No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any
such right or power or shall be construed to be a waiver of
any such default or acquiescence therein, and every such right
and power may be exercised as often as may be deemed
expedient.
(iii) No waiver of any default or Event of Default
hereunder by the Trustee or the Bondholders, shall extend to
or shall affect any subsequent default or Event of Default or
shall impair any rights or remedies consequent thereon.
(iv) With respect to Senior Lien Bonds, acceleration of
the payment of principal of and interest on such Senior Lien
Bonds Shall specifically be a remedy in the case of an Event
16
of Default hereunder, but only with the prior written consent
of the Bond Insurer. Acceleration of the payment of principal
of and interest on the Bonds shall not be a remedy in the case
of an Event of Default hereunder with respect to any Series of
Junior Lien Bonds.
Upon the occurrence of an Event of Default, and upon the
filing of a suit or other commencement of judicial proceedings
to enforce the rights of the Bond Holders under this
Resolution, the Registered Owners and th} T~ustee~ shall be.
entitled, as a matter of right, to the appointment of a
receiver or receivers of the funds pending such proceedings,
with such power as the court making such appointment shall
confer.
On the occurrence of an Event of Default, to the extent
such rights may then lawfully be waived, neither the Issuer
nor anyone claiming through or under it, shall set up, claim
or seek to take advantage of any stay, extension or redemption
laws now or hereafter in force, in order to prevent or hinder
the enforcement of this Resolution, and the Issuer, for itself
and all who may claim through or under it, hereby waives, to
the extent it may lawfully do so, the benefit of all such laws
and all right of redemption to which it may be entitled.
Anything in this Resolution to the contrary
notwithstanding, upon the occurrence and continuance of an
Event of Default as defined herein with respect to the Series
1993A Bonds and as long as the Municipal Bond Insurance Policy
or a letter of credit with respect thereto is in full force'
and effect, the Bond Insurer or the issuer of the letter of
credit shall be entitled to control and direct the enforcement
of all rights and remedies granted to the Registered Owners of
the Series 1993A Bonds and the Trustee under this Resolution
and the Bond Insurer shall also be entitled to approve all
waivers of Events of Default.
SECTION 20. This resolution shall take effect immediately
upon its adoption.
17
PASSED AND ADOPTED BY THE COMMUNITy REDEVELOPMENT AGENCY OF
THE CITY OF SANFORD, FLORIDA, this~day of ~ , 1994.
COMMUNITY RED.EVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
By:
C
ATTEST:
18
EXHIBITS INTENTIONALLY OMITTED
The Seminole Towne Center Community Redevelopment Agency
met in Special Meeting on Monday, July 25, 1994 at 7:05 o'clock
P.M. in the City Commission Room, Sanford City Hall, 3Q0 North Park
Avenue, Sanford, Florida.
Present: Betrye D. Smith, Chairman
A. A. McClanahan, Vice-Chairman
Whitey Eckstein, Member
Robert B, Thomas, Jr., Member
Lon K. Howell, Member
Janet R. Dougherty, Clerk/Secretary
Sanford City Attorney William L. Colbert
Sanford City Manager William A. Simmons
The Chairman called the meeting to order.
Review of Proposal fr,we ~he Undez~eriter regarding Series 1994
Community Redevelopment Aqen~Y ("CRA") Bonds, and advice from the
Financial Advisor.
City of Sanford Finance Director Carolyn Small appeared
and reported that tonight the CRA and the Sanford City Commission
will consider the award of the negotiated sale of CRAbonds to J.P.
Morgan Securities, and introduced Hank Fishkind, Fishkind &
Associates, Inc.; Phillip Sandon, Bond Counsel; Joe Beck, J.P.
Morgan Securities, and Bill Hammer, Melvin Simon and Associates.
Hank Fishkind, Fishkind & Associates, Inc., appeared and
reported that he has reviewed the bond purchase contract; examined
the costs, which are reasonable, associated with the issuance of
these bonds including interest rates, that this transaction was
priced very competitively, and recommended that the bond purchase
contract be awarded to J.P. Morgan Securities.
Jim Beck, J.P. Morgan Securities appeared and reported
that the interest rates are aggressive, that the bonds were well
placed in the market, that the term bonds were repriced to a lower
yield, and that the uniqueness of the project and the financing
allowed them to obtain the lowest interest and insurance rates.
Bill Hammer, representative for the developer, appeared
and thanked City Staff for their efforts in putting this project
Cogether.
Certificate as to Public Meetings and No conflict of Interest.
Sanford City Attorney reported that each member of the
Agency is required by Florida law to execute this Certificate,
which states that each member has no personal knowledge of any
violation of the Sunshine Law, and does not have or hold any
employment or other contractual relationship with any business
entity that is purchasing the bonds from the Community
Redevelopment Agency.
Corporate Seal. On reconunendation of Sanford City Attorney William
Colbert, Mr. Thomas moved to adopt a round impressioned seal with
the words "Community Redevelopment Agency of the City of sanford
Florida" as the official seal of the Conununity Redevelopment
Agency, and to authorize the Sanford City Attorney to purchase one
in approximate amount of $50.00. Seconded by Mr. McClanahan and
carried by the vote of the Agency as follows:
Betrye D. Smith Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
A. A. McClanahan Aye
Lon K. Howell Aye
Establishment of additional/sepazateCce2nznity Redevelolm~e~t Agenc~
account for TIF Bond proceeds. on recon~nendation of the Sanford
City Manager, Mr. Ecksteinmoved to authorize the Chairman and the
Clerk/Secretary to execute the appropriate forms requesting an
additional/separate CRA account for the City of Sanford with the
State Board of Administration, and the related forms with Sun Bank
to allow the transfer of funds between the two entities. Seconded
by Mr. Thomas and carried by the vote of the Agency as follows:
Betrye D. smith Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
A. A. McClanahan Aye
Lon K. Howell Aye
There being no further business, the meeting was
adjourned at 7:24 P.M.
man
Attest:
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. The annexed copy of the minutes of a meeting held on the
20th day of June, 1990, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 1587 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 approvedbythe proper officer or officers and is on file
and of record.
DATED this 18th day of October, 1994.
No. 12 (a)
RESOLUTION NO. 1587
A RESOLUTION OF THE CITY OF SANFORD, FLORIDA
APFROVING THE CONCEPT OF'TAX INCREMENT FINANCING
FOR THE SEMINOLE MALL PROPERTY REQUESTING THE
BOARD OF COUNTY COMMISSIONS OF SEMINOLE COUNTY,
FLORIDA, TO DELEGATE TO THE CITY AUTHORITY TO
IMPLEMENT THE PROVISIONS OF CHAPTER 163, PART III,
FLORIDA STATUTES, REGARDING TAX INCRE~ENT
FINANCING AND DIRECTING CITY STAFF TO COORDINATE
EFFORTS WITH SEMINOLE COUNTY, FLORIDA AND OTHEK
GOVERNMENTAL ENTITIES.
WHEREAS, the City of Sanford, Florida has received a request
from S/C Specialists, Inc. to create and establish pursuant to ChapTer
163, Part III, Florida Statutes, a community redevelopmen= agency
(TIF Dis=riot) and to use the incremental increase in the City of
and;
determines that the said offsite improvements would serve a valid
public purpose end that it is in the public interest for the
NOW, THEREFORE, BE IT RESOLVED BY THE PEOPLE OF THE CITY OF
SANFORD, FLORIDA.
SECTION 1: That the City Con~nission of the City of Sanford,
Seminole Mall property consistent with the development order
previously entered herein.
SECTION 2: The City Commission requests that the Board of
County Commissions, Seminole County, Florida delegate to the City of
Sanford, Florida, authority to create and establish pursuant to
Chapter 163, Part III, Florida Statutes a community redevelopmenc
agency (CRA) to designate and establish a tax increment financing
district (TIF District) and to use the incremental increase in the
repay bonds issued by the district to fund certain offsite
improvements.
SECTION 3: The City Commissioners directs the City staff to
coordinate efforts with the County staff and other governmental
entities.
PASSED AND ANOPTED this 25th day of June, A.D. 1990.
MAyOR~/~~'~
ATTEST:
As the City Commission of the
City of Sanfords Florida
Resolution No. 1587
IF ~,'OU MAKE NO ATTEMPT TO INFLUENCE THE DECISION EXCEPT BY DISCUSSION AT THE MEETING: ."
· You should disclose orally the nature of your confiicl in the measure before participating.
· You should complete Ihe form and file it within 15 days after Ihe vote occurs wilh the person responsible for recording the minu~es "
or the meeting, who should incorporate the form in the minutes.
DISCLOSUEE OF LOCAL OFFICEI~'S INTEREST '
(a) A measure came or will come before my agency which (cheek one)
inured to my special private gain: or
__ inured to the special gain of , by whom Iam retained.
(b) The measure before my agency and the nature of my interest in the measure is as follows: ~':'
-- ~ .-, ..... ~.:
,,.
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. The annexed copy of the minutes of a meeting held on the
28th day of June, 1993, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Ordinance No. 3154 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 18th day of October, 1994.
No. 12(b)
OFFICIAL RECORDS :, ...,~::
BOOK PAGE -~ ',~i', 6i ul:iuUii COUi.
~609 } 508 SEMINOLE COUaTY, FL i~ECORDED
SEHmOLEC~.FW ~ ~ ~39220 l~J~-2
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. A meeting was duly convened on June 28, 1993, in
conformity with all applicable requirements; a proper quorum was
present throughout said meeting and the instrument hereinafter
mentioned was duly proposed, considered and adopted in conformity
with applicable requirements; and all other requirements and
proceedings incident to the proper adoption of said instrument have
been duly fulfilled, carried out and otherwise observed;
3. I am duly authorized to execute this Certificate; and
4. The copy of Ordinance No. 3160 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 18th day of October, 1994o
No. 12(c)
ORDINANCE NO. 3160
AN ORDINANCE PROVIDING FOR AND ESTABLISHING A
REDEVELOPMENT TRUST FUND PURSUANT TO THE
PROVISIONS OF SECTION 163.38, FLORIDA
STATUTES; PROVIDING FOR CITY REVENUES TO BE
APPROPRIATED' INTO SAID TRUST FUND; PROVIDING
CERTAIN OTHER MATTERS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE PEOPLE OF THE CITY OF SANFORD:
SECTION 1. There is hereby established and created in
accordance with the provisions of Section 163.687, Florida
Statutes) a redevelopment trust fund hereafter referred ~o as the
"Fund."
The funds allocated to, and deposited into the Fund are hereby
appropriated to the Sanford Community Redevelopment Agency
hereafter referred to as the "Agency," to finance the City of
Sanford Community Redevelopment Projects within the redevelopment
area (hereinafter referred to as the "Seminole Towns Center
Community Redevelopment Area") created by Resolution of the City of
Sanford. The Agency shall utilize the funds and revenues paid into
and earned by the Fund for all and every community redevelopment
purpose delegated to it in the aforementioned Resolution, as
amended, and as contained in the plan for redevelopment as provided
by law, said Fund shall exist for the duration of the projects
within the Redevelopment Area.
There shall be paid into the Fund, and the City hereby
appropriates, commits and sets over for payment into the Fund, a
sum equal to that increment from the income proceeds, revenues and
funds of the City derived from or held in connection with the
community redevelopment project area, and the Agency'e undertaking
and carrying out of the community redevelopment project therein.
Said increment shall be determined and appropriated annually, and
shall be an amount equal to [^] 47.5% (forty-seven a~d Qne-half
percent) of the difference between:
(a) The amount of ad valorem taxes levied each year by
the City on taxable real property contained within the geographic
boundaries of the redevelcpment area; and
(b) The amount of ad valorem taxes which would have
been produced by the rate upon which the tax is levied each year by
the City upon the total of the assessed value of the taxable
property in the redevelopment area ae shown upon the most recent
assessment roll used in connection with the taxation of such
property by the City prior to the effective date of the Ordinance
or resolution of the City approving the community redevelopment
plan.
In calculating the increment, the amount of the ad valorem
taxes levied based on the City-wide debt service on general
obligation bonds of the City shall be totally excluded from the
calculation. All increment in this amount shall continue to be
used for its voter approved purpose and shall not be appropriated
in any part of the Fund.
The City will annually appropriate to the Fund the aforestated
sum at the beginning of the City's fiscal year. The Fund shall
receive the tax increment above described only as, if and when such
taxes may be collected by the City. [^] Tb~ City'e obligation to
annually appropriate to the Fund shall commence immediately upon
the effective date of thin Ordinance and continue until all loans,
advances and indebtedness, if any, andinterest thereon incurred by
the Agency as a result of the projects have been paid and only to
the extent that the tax increment recited abeve accrues.
Notwithstanding the foregoing, the obligation of the City to
annually appropriate [^] to such Fund shall terminate [^] on
December 31, ~011, whether or not obliq~tions of the AgencY or the
City DaYable from such Fund remain outstanding,
The Agency is directed to establish and set up the Fund and to
develop and promulgate rules, regulations and criteria whereby the
Fund may be promptly and effectively administered, including the
establishment and the maintenance of books and records and adoption
of procedures whereby the Agency may, expeditiously and without
undue delay, utilize said funds for their allocated statutory
purpose.
The Agency is vested with full responsibility for the receipt,
custody, disbursement, accountability, management and [^] proper
application of all moneys paid into the Fund.
Moneys in the Fund may not be spent for community
redevelopmerit projects without the approval of the City Commission
of the City of Sanford.
SECTION 2. All ordinances Or parts of ordinances in conflict
herewith be and the same are hereby repealed.
SECTION 3. This Ordinance being for a public purpose and for
the welfare of the citizens of the City of Sanford, Florida, shall
be liberally construed to effectuate the purposes thereof.
SECTION 4. If any section, subsection, sentence, clause or
provision of this Ordinance is held invalid, the remainder of this
Ordinance shallnot be affected by such invalidity.
SECTION 5. It is the intention of the City Commission, and it
is hereby ordained that the provisions of this Ordinance shall
become and be made a part of the Code of the City of sanford. The
sections of this Ordinance may be renumbered or relettered to
accomplish such intention, and the word "ordinance" may be ohanged
to "Section," "Article," or other appropriate word.
Passed on first reading on ths/~day of June, 1993.
Passed on second and final reading on theo~h~Lday of June,
1993.
C .~ ~ANFORD, FLORIDA
OF SANFORD, FLORIDA
ATTEST:
4
The Clty co~%mission of the city of Sanford, Florida met ~n RecD/lar Meeting on
Monday, June 28, 1993 at 7:03 o'clock P.M. in the City Commission Room, City Hall, Sanford,
Florida.
Present: Mayor-Commissioner Betrye D. Smith
the rezoning.
1993
MORATORIUM ON T~E PERMITTING OF BORROW PITS IN T~E CITY
OF SANFOPa FOR A PERIOD OF 60 DAYS FROM TEE EFF~CTTV~
adoption of Ordinance NO. 3157. Seconde~ by C~issioner Thomas an~ carrie~ by the vote of
Conuissioner ~kstein A~e
Commissioner McClanahan Aye
was introduced and placed on first reading.
Fund Source for annual ~ayment for property on French Avenue, across from Sanford Middle
School. on recommendation Of the City Manager, Comissioner Mcclanahan moved authorize
annual payment in amount of $100,327.42 from General Fund Reserves. Seconded by commissioner
Eckstein and carried by the vote of the Comission as follows:
Mayor Smith Aye
Co~missioner Eckstein Aye
Commissioner Thomas Aye
Commissioner Mcclanahan Aye
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. A meeting was duly convened on June 28, 1993, in
conformity with all applicable requirements; a proper quorum was
present throughout said meeting and the instrument hereinafter
mentioned was duly proposed, considered and adopted in conformity
with applicable requirements; and all other requirements and
proceedings incident to the proper adoption of said instrument have
been duly fulfilled, carried out and otherwise observed;
3. I am duly authorized to execute this Certificate; and
4. The copy of Resolution NO. 1664 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 18th day of October, 1994.
No. 12(d)
WHEREAS, the City Commission requested and received the
Seminole County Board of County Commissioner's delegation of the
necessary redevelopment powers to carry out said redevelopment
within the Seminole Towne Center Redevelopment Area Project, as
defined herein pursuant to Seminole County Resolution No. 90-R-213
subject to Seminole County's right to review and approve the
Redevelopment Plan and the operational basis and debt service
structure of the redevelopment trust fund and the condition that
the redevelopment powers delegated be exercised solely by the City
Commission acting as itself or acting as the redevelopment agency;
and
WHEREAS, the City has subsequently annexed certain areas to
provide for redevelopment of the Seminole Towne Center Community
Redevelopment Area Project; and
WHEREAS, the City of Sanford, Florida has requested and
received the Seminole County Board of County Commissioners'
delegation of the necessary redevelopment powers to include the
recently annexed areas within the Project area pursuant to Seminole
County Resolution No. 93-R-181; and
WHEREAS, a blighted area more fully described in this
resolution exists in the City; and
WHEREAS, proper public notice has been provided, and all
appropriate taxing agencies which levy taxes in the Project area of
the City as defined herein have been notified of this proposed
resolution as required under Chapter 163.246, Florida Statutes.
NOW, THEREFORE, BE IT RESOLVED BY THE PEOPLE OF THE CITY OF
SANFORD, FLORIDA.
1. That all authority and powers conferred upon Seminole County
under the Community Redevelopment Act of 1969 (Chapter 163, Part
III, Florida Statutes, as amended), and delegated by the Seminole
County Board of County Commissioners' Resolution No. 90-R-213 and
Seminole County Board of County Commissioners' Resolution No. 93-R-
181 to the City of Sanford City Commission, acting as itself or
acting as the redevelopment agency, are hereby accepted; and
2. That the following area within the City of Sanford, Florida, to
wit:
Portions of Sections 29 and 32, Township 19 South, Range 30 East,
Seminole County, Florida, described as follows:
Commence at the North ~ corner of said Section 32 and run S
89°47'35'' W along the North line of said Section 32 for a distance
of 25.00 feet to the Point of Beginning; thence run S 00°19'43'' E
parallel with and 25.00 feet West of the East line of the Northwest
~ of said Section 32 for a distance of 756.31 feet to the point of
2
feet; thence leaving said line run N 15°57'29" E for a distance of
372.62 feet; thence run N 49°53'19'' W for a distance of 180.00 to
the said Easterly Right-of-Way line of Interstate 4 and Oregon
Avenue; thence run N 40°06'41'' E along said Right-of-Way line for
a distance of 133.40 feet to the point of curvature of a curve
concave Southeasterly, having a radius of 189.85 feet and a central
angle of 49°38'40"; thence run Northeasterly along the arc of said
curve and said Right-of-Way line for a distance of 164.50 feet;
thence run N 89°45'21'' E along said Right-of-Way line for a
distance of 9.59 feet; thence run S 00°14'39'' E along the West line
of lands described in Official Record Book 1613, Page 106 of the
Public Records of Seminole County, Florida for a distance of 159.80
feet; thence run N 89°45'21'' E along the South line of said lands
for a distance of 150.00 feet; thence run N 00°14'39'' W along the
East line of said lands and a non-radial line for a distance of
169.80 feet to a point on a curve concave Northwesterly, having a
radius of ~12.00 feet, a central angle of 51°43'46'' and a chord
bearing of N 39°30'00'' E; thence run Northeasterly along the arc of
said curve and said Easterly Right-of-Way line for a distance of
101.~2 feet to a point on said curve; thence run N 89°30'17'' E
along the Southerly Right-of-Way line of State Road 46 for a
distance of 74.97 feet to the point of curvature of a curve concave
Northerly, having a radius of 2010.08 feet and a central angle of
00~34'12"; thence run Easterly along the arc of said curve and said
Southerly Right-of-Way line for a distance of 20.00 feet to a point
on said curve; thence run S 00~16'35'' E along the East line of the
Southwest ~ of the Northeast ~ of said Section 29 for a distance of
255.40 feet; thence run N 89~45'21'' E for a distance of 30.00 feet;
thence run S 00~16'35'' E parallel with and 30.00 feet Easterly of
said East line of the Southwest ~ of the Northeast ~ for a distance
of 328.03 feet; thence run S 89~34'42'' W along the South line of
the North 2218.00 feet of said Section 29 for a distance of 30.00
feet; thence run S 00°16'35'' E along said East line of the
Southwest ~ of the Northeast ~ for a distance of 419.69 feet to the
Southeast corner of said Southwest ~ of the Northeast ~ of said
Section 29; thence run S 00~17'42'' E along the East line of the
West % of the Southeast ~ of said Section 29 for a distance of
2640.32 feet to the Southeast corner thereof; thence run S
89o47'58'' W along the South line of said Section 29 for a distance
of 1295.73 feet to the Point of Beginning.
Together Containing 213.703 acres more or less and being subject to
any rights-of-way, restriction and easements of record.
AND
Portions of the East % of the Southeast ~ and the Southeast ~ of
the Northeast ~ of Section 29, Township 19 South, Range 30 East,
Seminole County, Florida, described as follows:
Commence at the Southeast corner of Section 29, Township 19 South,
Range 30 East, Seminole County, Florida and run S 89°47'58'' W along
4
the South line of the Southeast ~ of said Section 29 for a distance
of 1320.73 feet; then run N 00°17'42'' W along the West line of the
East ~ of the Southeast ~ of said Section 29 for a distance of
1109.19 feet to the POINT OF BEGINNING; thence continue N 00°17'42''
W along said West line for 1531.13 feet to the Southwest corner of
the Southeast ~ of the Northeast ~ of said Section 29; thence run
N 00°16'35'' W along the West line of said Southeast ~ of the North-
east ~ for a distance of 419.69 feet; thence run N 89°34'41,, E
along the South line of the North 2218.00 feet of said Section 29
for a distance of 30.00 feet; thence run N 00~61'35', W for a
distance of 93.42 feet to a point on a curve concave Southeasterly
having a radius of 710.00 feet and a chord bearing of N 33~34'08,,
E; thence run Northeasterly along the arc of said curve through a
central angle of 09~21'54'' for a distance of 116.05 feet to a point
of reverse curvature of a curve concave Westerly having a radius of
590.00 feet; thence run Northerly along the arc of said curve
through a central angle of 38~31'40'' for a distance of 396.74 feet;
thence run N 00°16'35'' W for a distance of 8.03 feet to a point of
curvature of a curve concave Southwesterly having a radius of 30.00
feet; thence run Northwesterly along the arc of said curve through
a central angle of 96o12'36" for a distance of 50.38 feet to a
point on the Southerly Right-of-Way line of State Road 46 and the
point of cusp of a curve concave Northerly having a radius~ of
2010.08 feet; thence run Easterly along the arc of said curve and
said Right-of-Way line through a central angle of 01°51'32'' for a
distance of 65.22 feet; thence run N 81°39'17'' E along said Right-
of-Way line for a distance of 115.47 feet to a point of cusp of a
curve concave Southerly having a radius of 30.00 feet; thence run
Southwesterly along the arc of said curve through a central angle
of 81°55'52'' feet for a distance of 42.90 feet; thence run S
00°16'35'' E for a distance of 32.46 feet to a point of curvature of
a curve concave Westerly having a radius of 710.00 feet; thence run
Southwesterly along the arc of said curve through a central angle
of 38o31'40,' for a distance of 477.43 feet to a point of reverse
curvature of a curve concave Southeasterly having a radius of
590.00 feet; thence run Southwesterly along the arc of said curve
through a central angle of 38°31'40'' for a distance of 396.74 feet;
thence run S 00°16'35'' E parallel with and 60.00 feet East of the
aforesaid West line of the Southeast ~ of the Northeast ~ for a
distance of 167.20 feet; thence run S 00"17'42'' E parallel with and
60.00 feet East of the aforesaid West line of the East % of the
Southeast % for a distance of 1179.55 feet to a point of curvature
of a curve concave Westerly having a radius of 1060.00 feet; thence
run along the arc of said curve through a central angle of
19°22'12'' for a distance of 358.36 feet to the POINT OF BEGINNING.
Containing 4.426 acres more or less and being subject to any
rights-of-way, restrictions and easements of record.
AND
A parcel of land lying in the Northwest quarter of the Northeast
5
quarter of Section 32, Township 19 South, Range 30 East, less the
West 25.00 feet, lying Northwesterly of the proposed Northwest
right-of-way line of Towne Center Boulevard said parcel being
described as follows:
Commence at the North quarter corner of said Section 32 for a point
of reference; thence, along the North line of said Northeast
quarter, run North 89°47'58'' East, 25.00 feet to the point of
beginning; thence, along said North line, continue North 89Q47'58,'
East, 97.68 to a point lying on the aforesaid proposed north-
westerly right-of-way line of Towne Center Boulevard, said point
also lying On a non-tangent curve concave Southeasterly; thence run
Southwesterly, along said proposed Northwesterly right-of-way line
and said curve, having a radius length of 2050.00 feet, a central
angle of 06°13'38'', an arc length of 222.81 feet, a chord length of
222.70 feet, and a chord bearing of South 25o41'17'' West to a point
lying on the East right-of-way line of South Oregon Avenue,
according to the plat thereof, as recorded in Plat Book 5, Page 29
of the public records of Seminole County, Florida; thence, along
said east right-of-way line, run North 00Q19'43'' West, 200.35 feet
to the POINT OF BEGINNING.
The above described parcel of land lies in Seminole County, Florida
and contains 0.214 acres, more or less.
AND
That part of Oregon Avenue lying in Section 29, Township 19 South,
Range 30 East, Seminole County, Florida, described as follows:
Begin at the South ~ corner of Section 29, Township 19 South, Range
30 East and run S 89~47'35'' W along the South line of the Southwest
~ of said Section 29 for a distance of 25.00 feet; thence run N
00~15'36'' W parallel with and 25.00 feet West of the East line of
said Southwest ~ for a distance of 2036.44 feet; thence run N
85°08'28" E for a distance of 50.16 feet; thence run S 00°15'36'' E
parallel with and 25.00 feet East of the West line of the Southeast
~ of said Section 29 for a distance of 2040.51 feet; thence run S
89~47'58'' W along the South line of said Southeast ~ for a distance
of 25.00 feet to the POINT OF BEGINNING, containing 2.340 acres
more or less.
AND
Commence at the Southeast corner of the Northeast ¼ of the South-
west ~ of Section 29, Township 19 South, Range 30 East and run N
00°13'15'' W along the East line of the Southwest ~ of said Section
29, 855.00 feet; thence run S 89°49'07'' W 25.00 feet to the POINT
OF BEGINNING; thence continue S 89~49'07'' W 99.40 feet to a point
on the Easterly Right-of-Way line of State Road 400 (Interstate 4),
thence run N 23~53'14'' E along said Easterly Right-of-Way line
243.35 feet; thence run S 00°13'15'' E 222.19 feet to the POINT OF
6
BEGINNING, all lying and being in Seminole County, Florida, con-
taining 0.250 acres more or less.
AND
That part of Section 29, Township 19 South, Range 30 East, Seminole
County, Florida, described as follows:
Commence at the South ~ corner of 'Section 29, Township 19 South,
Range 30 East and run S 89°47'35'' W along the South line of the
Southwest ~ of said Section 29 for a distance of 25.00 feet; thence
run N 00°15'36'' W parallel with and 25.00 feet West of the East
line of said Southwest ~ for a distance of 2036.44 feet to the
POINT OF BEGINNING; thence run N 86°52'56'' W along a Right-of-Way
line as shown on Florida Department of Transportation Right-of-Way
Maps for Interstate 4 (Sections 7716-401 and 7911-401) for a
distance of 21.44 feet thence run N 00°~5'36'' W along said Right-
of-Way line for a distance of 83.29 feet; thence run N 86°52'56'' W
along said right of way line for a distance of 99.02 feet; thence
run N 23°52'59'' E along said Right-of-way line of Interstate 4 for
a distance of 52.54 feet; thence run N 89°46'46'' E along the South
line of that parcel of land described in Official Record Book 2~23,
Page 0050 of the Public Records of Seminole County, Florida for a
distance of 98.76 feet; thence run N 00°15'~6'' W along the East
line of said parcel for a distance of 220140 feet; thence run N
23o52'59'' E along the aforementioned Right-of-Way line of
Interstate 4 for a distance of 217.04 feet; thence run S 66~07'0~''
E for a distance of 99.04 feet to the Southwest corner of that
parcel of land described in Official Record Book 1807, Pages 1~7 of
said Public Records, said corner being on a non-tangent curve
concave Southeasterly, having a radius of ~382.39 feet, a central
angle of 21~45'50'' and a chord bearing of S ~0~50'50'' W; thence run
Southwesterly along the arc of said curve and the aforesaid Right-
of-Way line shown on Florida Department of Transportation Right-of-
Way Maps for Interstate 4 for a distance of 525.10 feet to a point
of non-tangency; thence run S 89~44'24'' W along said Right-of-Way
line for a distance of 28.60 feet; thence run S 85~08'28'' W for a
distance of 50.16 feet to the POINT OF BEGINNING, containing ~.413
acres more or less.
The following existing or planned public road rights-of-ways:
1. That portion of Interstate 4 from Station 616+00 (approxi-
mately 3800 feet south of State Road 46) to Station 676+00
(approximately 2200 feet north of State Road 46) as per plans
prepared by Greiner Engineering for Seminole County Expressway
Authority dated January, 1993.
2. That portion of State Road 46 from Station 73+00 (west of the
on-ramp to westbound Interstate 4) to Station 132+00 (approxi-
mately 600 feet east of Upsala Road) as per FDOT 1969 con-
struction plans for westbound State Road 46°
7
3. That certain 110 foot wide right-of-way for a four lane
divided connector road (the "East-West Connector") between
Station 10+00 (centerline of Towne Center Boulevard (realigned
Oregon Avenue)) to Station 22+64.27 (centerline of Rinehart
Road) as per plans by Professional Engineering Consultants,
Inc. dated February, 1993, described as follows:
A parcel of land lying the Southeast Quarter of section 29,
Township 19 South, Range 30 East, described as follows:
Commence at the Northeast corner of said Southeast Quarter for
a point of reference; thence, along the East line of said
Southeast Quarter, run South 00°19'47'' East, 1114.26 feet;
thence run South 89°40'29'' West, 124.80 feet to a point lying
on a non-tangent curve concave Southwesterly, said point being
the point of beginning; thence run Northwesterly, along said
curve, having a radius length of 25.00 feet, a central angle
of 90°00'00'', an arc length of 39.27 feet, a chord length of
35.56 feet, and a chord bearing of North 45°19'31'' West to the
point of tangency; thence run South 89°40~29" West, 79.02 feet
to the point of curvature of a curve concave Northerly; thence
run Westerly, along said curve, having a radius length of
705.00 feet, a central angle of 20°55'47'', an arc length of
257.53 feet, a chord length of 256.10 feet and a chord bearing
of North 79~51'37'' West to the point of tangency; thence run
North 69e23~44" West, 102.33 feet to the point of curvature of
a curve concave Southerly; thence run Westerly, along said
curve having a radius length of 595.00 feet, a central angle
of 20~53~58'', an arc length of 217.03 feet, a chord length of
215.83 feet, and a chord bearing of North 79~50'43'' West to
the point of tangency; thence run South 89~42'18'' West, 446.25
feet to the point of curvature of a curve concave South-
easterly; thence run Southwesterly, along said curve, having
a radius length of 25.00 feet, a central angle of 90~00'00'',
an arc length of 39.27 feet, a chord length of 35.36 feet, and
a chord bearing of South 44~42'18'' West to a point of cusp,
said point lying on the proposed easterly right-of-way line of
Town Center Boulevard; thence, along said proposed Easterly
right-of-way line, run North 00~17'42'' West, 160.00 feet to a
point of cusp with a curve concave Northeasterly; thence run
Southeasterly along said curve, having a radius length of
25.00 feet, a central angle of 90°00'00'', an arc length of
39.27 feet, a chord length of 35.36 feet, and a chord bearing
of South 45°17'42' East to the point of tangency; thence, run
North 89~42'18'' East, 446.25 feet to the point of curvature of
a curve concave Southerly; thence run Easterly, along said
curve, having a radius length of 705.00 feet, a central angle
of 20°53'58", an arc length of 257.16 feet, a chord length of
255.73 feet and a chord bearing of South 79°50'43'' East to the
point of tangency; thence run South 69°23~44" East~ 102.33
feet to the point of curvature of a curve concave Northerly;
thence run Easterly, along said curve, having a radius length
8
of 595°00 feet, a central angle of 20°55'47'', an arc length of
217.35 feet, a chord length of 216.14 feet and a chord bearing
of South 79°51'37'' East to the point of tangency; thence run
North 89°40'29'' East, 79.02 feet to the point of curvature of
a curve concave Northwesterly; thence run Northeasterly, along
said curve, having a radius length of 25.00 feet, a central
angle of 90°00'00'', an arc length of 39.27 feet, a chord
length of 35.36 feet and a chord bearing of North 44o40'29,,
East to a point of cusp, said point lying on the west right-
of-way line of Rinehard Road according to Seminole county
right-of-way plans for Rinehart Road as record in Right-of-Way
Book 2, Page 97 of the public records of Seminole County,
Florida; thence along said west right-of-way line run South
00~19'31'' East, 160.00 feet to the point of beginning.
The above described parcel of land lies in Seminole County,
Florida and contains 2.922 acres, more or less.
AND
A Parcel of land lying in the Southeast Quarter of Section 29,
Township 19 South, Range 30 East, described as follows:
Commence at the Northeast corner of said Southeast Quarter for
a point of reference; thence,~. along the East line of said
Southeast 'Quarter, run South 00°19'47'' East, 1114.26 feet;
thence run South 89~40'29'' West, 124.80 feet to a point lying
on a non-tangent curve concave Southwesterly; thence run
Northwesterly, along said curve, having a radius length of
25.00 feet, a central angle of 58°40'04'', an arc length of
25.60 feet, a chord length of 24.49 feet, and a chord bearing
of North 29°39'33'' West to a point lying on the West line of
a 12.00 feet wide perpetual right-of-way easement for Rinehard
Road according to Seminole County Right of Way Plans of
Rinehard Road as recorded in Right-Of-Way Map Book 2, Page 97
of the public records of Seminole County, Florida, said point
being the point of beginning; thence, along the West line of
said 12.00 feet wide perpetual right-of-way easement, run,
non-tangent to said curve, South 00~19'31'' East, 196.35 feet;
thence run South 89~40'29'' West 200.00 feet; thence run North
00~19'31'' West 208.32 feet to a point lying on the South
right-of-way line of a proposed road, said point also lying on
a non-tangent curve concave Northerly; thence run Easterly
along said proposed right-of-way line and said curve, having
a radius length of 705.00 feet, a central angle of 08~48'38",
an arc length of 108.41 feet, a chord length of 108.30 feet,
and a chord bearing of South 85°55'12'' East to the point of
tangency; thence run North 89°40'29'' East, 79.02 feet to the
point of curvature of a curve concave Southwesterly; thence
run Southeasterly, along said curve, having a radius length of
25.00 feet, a central angle of 31°19'56'', an arc length of
13.67 feet, a chord length of 13.50 feet, and a chord bearing
9
of SOUth 74°39'33'' East to the point of beginning.
The above described parcel of land lies in the City of
Sanford, Seminole County, Florida and contains 0.925 acres,
more or less.
4. That portion of Rinehart Road between Stations 86+00 and 98+00
and also between Stations 145+00 and 158+00 per plans prepared
by Grace & Radcliff dated November, 1992. The foregoing areas
describe the proposed intersections of the East-West Connector
and Rinehart Road as well as the intersection of Towne Center
Boulevard (realigned Oregon Avenue) and Rinehart Road.
5. That portion of Oregon Avenue from Station 6+42 to Station
28+76.60 along relocation No. 1, per plans prepared by
Reynolds, Smith & Hills for FDOT dated fiscal year 1958. The
foregoing area describes existing Oregon Avenue from State
Road 46 to its proposed terminus.
6. Proposed Towne Center Boulevard from its proposed intersection
with State Road 46 to its proposed intersection with Rinehart
Road, described as follows:
A parcel of land lying in Sections 29 and 32, Township 19
South, Range 30 East, described as follows:
Commence at the Southwest corner of said Northeast Quarter of
said Section 32 for a point of reference; thence, along the
West line of said Southeast Quarter of said Section 32, run
South 00°19'43'' East, 19.70 feet to a point on the North-
westerly right-of-way line of Rinehard Road according to
Seminole County "Plans of Proposed Right-of-Way" as record in
Right-of-Way Book 2, Page 97 of the public records of Seminole
County, Florida; thence-along the Northwesterly right-of-way
line, run South 68°48'05'' West, 14.75 feet to the point of
beginning; thence run North 00°21'34'' West, 25.00 feet; thence
run North 20°48'23'' West 125.79 feet to the point of curvature
of a curve concave Easterly; thence run Northerly along said
curve, having a radius length of 725.00 feet, a central angle
of 38°24'53'', an arc length of 486.08 feet, a chord length of
477.03 feet, and a chord bearing of North 01~35'57'' West;
thence run North 17~36'~0'' East, 497.49 feet to the point of
curvature of a curve concave Westerly; thence run Northerly,
along said curve, having a radius length of 640.00 feet, a
central angle of 41~15'14'', an arc length of 460.81 feet, a
chord length of 450.92 feet and a chord bearing of North
03~01'07'' West; thence run North 28~38'44'' West, 100.00 feet
to the point of curvature of a curve concave Northeasterly;
thence run Northwesterly, along said curve having a radius
length of 1050.00 feet, a central angle of 22~35'40'', an arc
length of 414.07 feet, a chord length of 411.39 feet, and a
chord bearing of North 12~20'55'' West; thence run, non-tangent
10
arc length of 532.81 feet, a chord length of 521.38 feet, and
a chord bearing of South 03°01'07'' East; thence run South
17o36,30'' West, 497.49 feet to the point of curvature of a
curve concave Easterly; thence run Southerly, along said
curve, having a radius length of 625.00 feet, a central angle
of 38°24'53'', an arc length of 419.04 feet, a chord length of
411.23 feet, and a chord bearing of South 01°35'57'' East;
thence run South 20°48'23'' East, 136.76 feet; thence run North
89°50'41'' East, 32.61 feet to a point lying on the aforesaid
Northwesterly right-of-way line of Rinehart Road; thence along
said Northwesterly right-of-way line, run South 68°48'05''
West, 139.25 feet to the point of beginning.
The above described parcel of land lies in Seminole County and
the City of Sanford, Florida and contains 16.687 acres, more
or less. Note that portions of said parcel of land overlap
with and/or are also contained within a portion of the above-
described 213.703 acre, and/or 4.426 acre.
Together containing 318.2 acres, more or less, and being subject to
any rights of way, restrictions, and easements of record
is hereby found and declared to be a blighted area as defined under
Chapter 163.340(8)(b), Florida Statutes; and
3. That the above described area shall be known as the Seminole
Towne Center Community Redevelopment Area; and
4. That the rehabilitation, conservation, or redevelopment, or a
combination thereof, of the above described area is necessary in
the interest of the public health, safety, and welfare of the
residents of the City; and
function in the City and to carry out the ~ ~i]"~'~!.
purposes of Chapter 163, Part III, Florida Statutes, in the area
hereinbefore described; and
6. That the City Commission declares itself to be the redevelopment
agency to carry out the redevelopment of the area hereinbefore
described and to that end and as such shall have and exercise all
of the powers of redevelopment agencies pursuant to the Seminole
County Board of County Commissioners' Resolutions No. 90-R-213 and
No. 93-R-181 and Chapter 163, Part III, Florida Statutes, as
amended; and
7. That the City staff is hereby directed to prepare an Amended
Redevelopment Plan for the Seminole Towne Center Redevelopment
Area; and
8. That the previous resolution pertaining to the Creation of a
Community Redevelopment Agency for the Seminole Towne Center
13
Community Redevelopment Area, City of Sanford Resolution No. 1592,
is repealed in its entirety.
This resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED thisj2~day of June, iqqZ.
CITY OF SANFORD, FLORIDA
ATTEST:
14
RESOLUTION NO. 93-R-18] SEMINOLE COUNTY, FLORIDA
THE FOLLOWING RESOLUTION WAS ADOPTED BY THE
DOARD OF COUNTY COMMISSIONER8 OF SEMINOLE
COUNTYt FLORIDAt AT THEIR REGULARLY SCHEDULED
MEETING OF JUNE 8, 1993.
WHEREAS, Seminole County is a political subdivision of the
State of Florida which has adopted a Home Rule Charter; and
WHEREAS, pursuant to Section 163.410, Florida Statutes (1991),
Seminole County may delegate to the governing bodies of municipali-
ties within Seminole County, the exercise of such powers conferred
upon Seminole County by Part III, Chapter 163, Florida Statutes
(1991), as Seminole County may deem appropriate; and
WHEREAS, Section 163.410, Florida .Statutes (1991), permits
such a delegation to be made subject to such conditions and
limitations as Seminole County may impose; and
WHEREAS, the City of Sanford, a Florida municipal corporation,
previously requested that Seminole County delegate to the City of
Sanford, the right and authority to exercise certain powers
conferred upon Seminole County such powers specifically including
the power to create a Community Redevelopment Agency as part of the
municipal public body or taxing authority, together with all of the
necessarily appurtenant responsibilities, rights and authority as
a governing body serving as a Community Redevelopment Agency; and
WHEREAS, such delegation occurred by means of the adoption of
Resolution Number 90-R-213 by the Board of county Commissioners of
Seminole County on July 10, 1990; and
WHEREAS, the City of Sanford has requested Seminole County to .:
modify the delegation in certain limited ways which includes the CERTIFIED COPY
i ~ARYANNE MORSE
CLERKOFCIRCU)TCOURT
B~EF,~.~~RIDA
expansion of the delegation to the City in order that the City may
incorporate recently annexed lands into the jurisdictional
boundaries of the Community Redevelopment Agency.
NOW THEREFORE, BE IT RESOLVED BY T~H BOARD OF COUNTY COMMISSIONERS
OF SEMINOLE COUNTY, FLORIDA,
That, pursuant to Section 163.410, Florida Statutes (1991),
the Board of County Commissioners of Seminole County, Florida,
acting for and on the behalf of Seminole County, Florida, hereby
modifies, to a limited extent, the delegation of power made to the
City of Sanford delegating such authority, rights, and responsibil-
ities conferred upon Seminole County pursuant to Part III, Chapter
163, Florida Statutes (1991), in order for the City of Sanford to
create and establish a Community Redevelopment Agency within its
municipal boundaries subject to the conditions and limitations set
forth herein; provided, however, that all matters set forth in
Resolution Number 90-R-213 shall continue in full force and effect
except as specifically modified herein.
BE IT FURTHER RESOLVED, that the delegation of authority set
forth in Resolution Number 90-R-213 is modified only in the
following ways:
(a) The delegation shall relate to that certain real property
described in Exhibit "A" attached hereto and made a part hereof.
(b) The Redevelopment Agency established by the City of
Sanford pursuant to the provisions of Resolution Number 90-R-213
may, on or before December 31, 1995, pursuant to Section 163.385,
Florida Statutes (1991), issue redevelopment revenue bonds in an
amount not to exceed $10,000,000.00 in lieu of the $6,285,157.00
2
figure set forth in Exhibit "C" to Resolution Number 90-R-213 and
the $6,300,000.00 figure set forth at Page 4 of said Resolution.
Furthermore, said bonds may be issued with terms of up to twenty
(20) years from date of issuance.
(c) The above modifications are subjeot to and conditional
upon neither the City of Sanford nor the Community Redevelopment
Agency contesting or challenging any provision, term or condition
of this Resolution and Resolution Number 90-R-213.
BE IT FURTHER RESOLVED that this delegation modification is
made at the request of the City of Sanford and shall not be
construed to represent any required finding or action under Chapter
163, Florida Statutes (1991), (except as to Seminole County's
consent that the City of Sanford may create a ~Ommu~ity Redevelop-
Number 90-R-213 and hereof) relative to the creation of community
redevelopment agencies or areas.
BE IT FURTHER RESOLVED that if any clause, paragraph,
provision, sentence, term, condition or part of this Resolution is
found to be invalid, inoperable, unconstitutional, unenforceable or
otherwise contrary to law; then this entire Resolution shall be of
no force, effect or meaning and, to that end, this Resolution is
non-severable.
ADOPTED this 8th day of June, 1993.
BOARD OF COUNTY COMMISSIONERS
ATTEST: SEMINOLE COUNTY, FLORIDA
Dick Van Der Weide, Vice Chairman
County Commissioners of
Seminole County, Florida
LNG/gg
5/18/93
radius of 710.00 feat; thence mn Southwesterly along the am of said curve through a central angle of
38° 51 '40" for a distance of 477.43 feet to a point of reverse curvature of a curve concave Southeasterly
having a radius of 590,00 feet; thence run Southwesterly along the am of said curve through a central angle
of 38'31'40' for a distance of 396.74 feet: thence run S 00° 16'35' E parallel with and 60,00 feet East of the
aforesaid West llne of the Southeast 1/4 of the Northeast 1/4 for a distance of 167.20 feat; thence run S
00 ° t 7'42" E parallel with and 60,00 feet East of the aforesaid West line of the East 1/2 of the Southeast t/4
for a distance of 1179.55 feat to a point of curvatura of a curve concave Westerly havtng a radius of 1060.00
feet; thence run along the arc of said curve through a central angle of 19°22'12- for a distance of 358,36
feet to the POINT OF BEGINNING.
Containing 4,426 acres more or less and being subject to any rights-of-way, restdoflons and easements of
record.
AND
A parcel of land lying In the Northwest quarter of the Northeast quarter of Section 32, Township 19 South,
Range 30 East, less the West 25.00 feet, lying Northwesterly of the proposed Northwest right-of-way lice of
Towne Center Boulevard said parcel being described as fallows:
Commence at the North quarter comer of said Section 32 for a point of reference; thence, along the North
line of said Northeast quarter, run North 89°47'58- East, 25,00 feet to the point of beginning; thenca, along
said North line, continue North 89'47'58' East, 97.68 to a point lying on the aforesaid proposed
northwesterly right-of-way line of Towne Center Boulevard, said point also lying on a non-tangent curve
concave Southeasterly; thence run Southwesterly, along said proposed Northwesterly right-of-way line and
said curve, having a radius length of 2050.00 feet, a central angle of 06° 13'58', an arc length of 222.81 feat,
a chord length of 222.70 feet, and a chord bearing of South 25°41'17" West to a point lying on the East
right-of-way line of South Oregon Avenue, according to the plat thereof, as recorded In Plat Book 5, Page
29 of the public records of Seminole County, Rorlda; thence, along said east right-of-way line, run North
00° 19'43" West, 200.35 feet to the POINT OF BEGINNING.
The above described parcel of land lies In Semlnde County, Rodda and contains 0.214 acres, more or less.
AND
That part of Oregon Avenue lying In Section 29, Township 19 South, Range 30 East, Semihale County,
Rorida, described as fallows:
Begin at the South 1/4 corner of Section 29, Township 19 South, Range 30 East and run S 89°47'35' W
along the South line of the Southwest 1/4 of said Section 29 for a distance of 25.00 feet; thence run N
00°15'36" W paralld with and 25.00 feet West of the East line of said Southwest 1/4 for a distance of
2036.44 feet; thence run N 85'08'28' E for a distance of 50.16 feat; thence run S 00° 15'36' E paralld with
and 25.00 feet East of the West line of the Southeast 1/4 of said Section 29 for a distance of 2040.51 feat;
thence run S 89°4T58' W along the South line of said Southeast 1/4 for a distance of 25.00 feet to the
POINT OF BEGINNING, containing 2.340 acres more or less.
AND
Commence at the Southeast corner of the Northeast 1/4 of the Southwest 1/4 of Section 29, Townshlp 19
South, Range 30 East and run N 00 ° 13'15' W along the East line of the Southwest 1/4 of said Section 29,
855.00 feet; thence run S 89°49'07' W 25.00 feet to the POINT OF BEGINNING; thence continue S
89°49'07- W 99.40 feet to a point on the Eastedy Right-of-Way line of State Road 400 (Interstate 4), thence
run N 23°53'14' E along said Eastedy Right-of-Way line 243.35 feet; thence run S 00° 13'15" E 222 19 feet
to the POINT OF BEGINNING, 811 lying and being In Seminde County, Rodda, containing 0.250 acres more
or lass.
AND
That part of Section 29, Township 19 South, Range 30 East, Seminole County, Rodda, described as follows:
Commence at the South 1/4 comer of Section 29, Township 19 South, Range 30 East and mn S 89'47'35"
W along the South line of the Southwest 1/4 of said Section 29 for a distance of 25.00 feet; thence run N
00°15'36· W parallel with and 25.00 feet West of the East line of said Southwest 1/4 for a distance of
2036.44 feet to the POINT OF BEGINNING; thence run N 86'52'56' W along a RIght*of-Way line as shown
on Rorida Department of Transportation Right-of-Way Maps for Interstate 4 (Sections 7716-401 and 7911-
401) for a distance of 21.44 feet thence run N 00' 15'36' W along said Right-of-Way line for a distance of
83.29 feet; thence run N 50'52'56' W along said RIght-of-Way line for a distance of 99.02 feet; thence run
N 23'52'59' E along said Right*of-Way line of Interstate 4 for a distance of 52.54 feet; thence run N
89°46'46· E along the South line of that parcel of land described In Official Record Book 2123, Page 0050
of the Publtc Records of Seminole County, Rodda for a distance of 98.76 feet; thence run N 98'15'36' W
along the East fine of said parcel for a distance of 220.40 feet; thence run N 23'52'59' E along the
aforementioned Right-of-Way line of Interstate 4 for a distance of 217.04 feet; thence run S 50'07'01' E for
a distance of 99.04 feet to the Southwest comer of that parcel of land described In Official Record Book
1807, Pages 117 of sald Public Records, said comer being on a non-tangent curve concave Southsastedy,
hav~,i~: U.s.-of1382,39feet~acentralanglaof21°45'50'andachordbeadngof$10'50'50'W;thence
.~: ~ :~ "'~i' ;' ..... ~: :: ':~!¢/i_f~id curve and the aforesaid Right-of-Way line shown On Rodda
· :- nof~tangb"f~/!"(hence run S~ 89°44'24' W along said Right-of-Way line for a distance of 28.50 feet; thence
run S 85'08'26- W for a distance of 50.16 feet to the POINT OF BEGINNING, containing 1.413 acres more
or less.
The fo01owtng existing or planned public road dghLs-~-ways:
1. That portion of Interstate 4 from Station 616+00 (approxlmatdy 3800 feet south of State Road 46)
to Station 676 + 00 (approxlmatel ,_j~.00 feet north of State Road 40) as per plans prepared by Greiner
Eeginee,.g ,or Seminooa dated Ja.ua .
--:~,,,~;: ! ~,~.... . _
2. That portion of State Road 46 from Station 73+00 (west of the on*ramp to westbound Interstate 4)
to Station 132 + 00 (approximately 600 feet east of Upsala Road) as per FDOT 1969 construction plans
for westbound State Road 46.
3. That certain 110 foot wide fight*of-way for a four lane divided connector road (the 'East-West
Connector) between Station 10+00 (centerline of Town° Center Boulevard (rsaltgned Oregon
Avenue)) to Station 22 + 64.27 (centedine of Rinehart Road) as per plans by Professional Engineering
Consultants, Inc. dated February, 1993, described as follows:
A parcd of land lying In the Southeast Quarter of Section 29, Township 19 South, Range 30 East,
'*described as follows:
Commence at the Northeast comer of said Southeast Quarter for a point of reference; thence, along
the East line of said Southeast Quarter, run South 00°19'47" East, 1114.26 feet; thence run South
89'46'29" West, 124.80 feet to a point lying on a non-tangent curve concave Southwesterly, said
point being the point of beginning; thence run northwesterly, along said curve, having a mdlus length
of 25.00 feet, a central angle of 90'00'00', an arc length of 39.27 feet, a chord length of 35.56 feet,
and a chord bearing of North 46°19'31' West to the point of tangency; thence run South89'40'29'
bearing of South 85°55'12" East to the point of tangency; thence run North 89°40'29" East, 79.02
feet to the point of cunmture of a curve concave Southwesterly; thence run Southeasterly, along said
curve, having a radius length of 25.00 feet, a centraJ angle of 31 · 19'56". an arc length of t3.67 feet,
a chord length of 13.50 feet, and a chord beadng of South 74'39'33" East to the point of beginning.
The above described parcd of land lies in the City of Sanford, Seminole County, Rodda and contains
0.925 acres, more or less.
4. Thatport~~nofR~nehartR~adbetweenStati~ns86+~~~nd9~+~~andals~betWeenStat~~ns145+~~
and 158+00 per plans prepared by Grace & Redcliff dated November, 1992. The foregoing areas
describe the proposed Intersections of the East-West Connector and Rinehart Road as wall as the
Intersectlon of Towne Center Boulevard (reallgned Oregon Avenue) and Rinehart Road.
5. That portion of Oregon Avenue from Station 6+42 to Station 28+76.50 along relocatlon No. 1, per
plans prepared by Reynolds, Smith & Hills for FDOT dated fiscal year 1958. The foregoing area
describes existing Oregon Avenue from State Road 46 to its proposed terminus.
6. Proposed Towne Center Boulevard from its proposed Intersection with State Road 46 to Its proposed
intersection with Rinehart Road, described as follows:
A parcel of land lying In Sections 29 and 32, Township 19 South, Range 30 East, described as
follows:
Commence at the Southwest comer of said Northeast Quarter of said Section 32 for a point of
reference; thence, along the West line of said Southeast Quarter of said Section 32, run South
00°19'43" East, 19.70 feet to a point on the Northwestady right-of-way line of Rinehart Road
according to Seminole County 'Plans of Proposed Right-of-Way" as record in Right-Of-Way Book 2,
Page 97 of the public records of Semihale County, Rorida; thence along the Northwesterly
right-of-way line, run South 68°46'05" West, 14.75 feet to the point of beginning; thence run North
00°21'34" West, 25.00 feet; thence run North 20°48'23" West 125.79 feat to the point of curvature
of a curve concave Easterly; thence run Northerly along said curve, having a radius length of 725.00
feet, a central angle of 38°24'53", an arc length of 486.08 feet, a chord length of 477.03 feat, and a
chord beadng of North 01 °35'57" West; thence run North 17°36'30' East, 497.49 feet to the point
of curvature of a curve concave Westerly; thence run Northerly, along said curve, having a radius
length of 640.00 feet, a central angle of 41 ° 15't4", an arc length of 460.81 feat, a chord length of
450.92 feet and a chord bearing of North 03°01 '07" West; thence run North 28'38'44" West, 100.00
feet to the point of curvature of a curve concave Northeasterly; thence run Northwesterly, along said
curve having a radius length of 1050.00 feat, a central angle of 22'35'46', an arc length of 414.07
feet, a chord length of 411.39 feet, and a chord beadng of North 12°20'55' West; thence run,
non-tangent to said curve, North 46°25'56" West, 16.77 feet to 8 point lying on a non-tangent curve
concave Easterly; thence run Northerly, along said curve, having 8 radius length of 1062.00 feet, a
central angle of 18'04'30", an arc length of 350.47 feet, a chord length of 348.89 feet, end a chord
bearing of North 09°02'18' East; thence run, non-tangent to said curve, North 32°20'04' East, 55.94
feet to a point lying on a non-tangent curve concave Southeasterly; thence run Northeasterly, along
said curve, having a radius length of 2050.00 feet, a central angle of 12°47'08", an arc length of
457.46 feet, a chord length of 456.51 feet, and a chord beadrig of North 28°06'43' East to a point of
compound curvature of a curve concave Southeasterly; thence run Northeasterly, along said curve,
having a radius length of 1400.00 feet, a central angle of 19'21'48', an arc length of 473.13 feet, a
chord length of 470.89 feet, end a chord bearing of North 44 ° 11 '11 ' East; thence run North 53 ° 52'35"
East, 529.91 feet to the point of curvature of a curve concave Northwestally; thence run Northeasterly,
along said curve, having a radius length of 650.00 feet, 6 central angle of 32°52'36", an arc length
of 372.98 feet, a chord length of 367.88 feet and a chord bearing of North 37 ° 25'47" East to the point
O0+£Z NOIlVIS
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. A meeting was duly convened on June 28, 1993, in
conformity with all applicable requirements; a proper quorum was
present throughout said meeting and the instrument hereinafter
mentioned was duly proposed, considered and adopted in conformity
with applicable requirements; and all other requirements and
proceedings incident to the proper adoption of said instrument have
been duly fulfilled, carried out and otherwise observed;
3. I am duly authorized to execute this Certificate; and
4. The copy of Resolution No. 1665 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 approvedbythe proper officer or officers and is on file
and of record.
DATED this 18th day of October, 1994.
(SEAL)
No. 12(e)
('
RESOLUTION NO. IG 5
A RESOLUTION APPROVING A REVISED COMMUNITY
REDEVELOPMENT PLAN FOR THE SEMINOLE TOWNE
CENTER COMMUNITY REDEVELOPMENT AREA PURSUANT
TO SECTION 163.360 FLORIDA STATUTES; M3~KING
CERTAIN FINDINGS IN CONNECTION THEREWITH;
REPEALING AN EARLIER RESOLUTION APPROVING OF
THE ADOPTION OF A COMMUNITY REDEVELOPMENT
PLAN; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on June 28, 1993, the city Commission of the city of
Sanford, Florida (the "City") adopted a resolution finding that a
slum or blighted area existed within the City and that the
rehabilitation and redevelopment of such area is necessary in the
public health, safety, morals, and welfare of the residents of the
City;
WHEREAS~ pursuant to such resolution, the City Commission
created a community redevelopment agency pursuant to Section
163.356, Florida statutes in order to provide for the rehabili-
tation and renovation of such area, known as the Seminole Towne
Center Community Redevelopment Area;
WHEREAS, the City Commission of the City of Sanford has held
a public hearing at which it considered the adoption of a community
redevelopmerit plan for the Seminole Towne Center Community Redevel-
opment Area;
WHEREAS, the City has previously adopted a resolution
approving of a redevelopment area project known as Resolution
1595;
WHEREAS, the city has found it necessary to amend the previous
plan e×tensively and create a revised community redevelopment plan;
WHEREAS, such revised community redevelopment plan is attached
hereto as Exhibit "A";
NOW THEREFORE, BE IT ENACTED BY THE PEOPLE OF THE CITY OF
SANFORD, FLORIDA~
1. That no families will be displaced from such community
redevelopment area; and
2. That the community redevelopment plan conforms to the
general plan of the municipality as a whole; and
3. That the community redevelopment plan gives due consider-
ation to the provision Of adequate park and recreation facilities
that may be desirable for neighborhood improvement, with special
consideration for the health, safety, and welfare of children
residing in ~he general vicinity of the site covered by zuch plan;
and
4. That the community redevelopment plan will afford maximum
opportunity, con~i~tQnt with the sound needs of the municipality as
a wholeI for the rehabilitation or redevelopment of the area by
private ~ntorprise; and
S. Tha~ ~he r~vised community redevelopment plan for the
Seminole Towns Center Redevelopment Area attached hereto as Exhibit
"A" is hereby approved; and
6. That Resolution No. 1595, previously adopted by the City
Commission of the City, i~ hereby repealed.
This resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED thi~' day of June, 1993.
CITY CO !S~VN O[~SANFORD, FLORIDA
AS THE CITY COMMISSION OF THE CITY
OF SANFORD, FLORIDA
ATTEST:
CITY OF
SANFORD, FLORIDA
AMENDED REDEVELOPMENT PLAN
FOR THE
SEMINOLE TOWNE CENTER
COMMUNITY REDEVELOPMENT AREA
JUNE, 1993
I. GENERAL BACKGROUND
The City of Sanford, Seminole County, Rodda, is located approximately twenty (20) miles North
of downtown Odando. The City Is primarily a residential community with a downtown commercial
area surrounding the Intersection of State Route 46 (1 st Street) and U,S. Routes 17 & 92 (French -
Avenue) (Sea Map 1, General Location). The City of Sanford was established In the 1870's by
General Henry SheIron Sanford as a location for Swedish immlgrant farmers. The City is located
along the St. Johns River which was the most logical place to establish a port. The City became
a center for commerce and industry in the early 1900's and at one time was the Celery capital of
the United States although citrus crops were the principal farm crops until several hard freezes
during the 1980's. The City experienced a setback when the Sanford Naval AIr Base was
decommissloned in the late 1960's by the U.S. Govemment. The City of Sanford is located in the
North Central portion of Seminole County and has an area of approximately 16.5 square miles.
The City is generally bounded by Lake Monroe on the North, I-4 on the West! Beardall Avenue on
the East and the City of Lake Mary on the South (Sea Map 1). The City has been growing In both
area and populatlon over the last 20 years and currently has a population of approxlmatdy 32,382
pursuant to the 1990 census representing an approximate 40% tncrease over its 1980 population
of 23,176. Dudng this same ten year period, Seminole County has experienced even greater
population growth and in 1993 had an estimated population of approximately 318,000, The Ch'y
of Sanford per capita income increased from $5,264 to $8,568 or 63% betwean 1979 and 1867
while Seminal e County per capita income increased from $7,672 to $14,862 or 94%. Over the last
decade the City of Sanford has lagged behind Seminole County in both terms of population
growth and per capita income growth.
The City of Sanford two years ago annexed a 214 acre parcel into the City (also referred to as
'Seminole Towne Center property'). Because of its strategic, location and anticipated
development, incorporating this area is likely to help increase both employment opportunities and
income levels' in the community. The annexed s'~e is generally located at the Southeast comer
of Interstate-4 (I-4) and State Route 46 (SR-46) (Sea Map 2, Boundary Map). This area is on the
northern edge of the rapidly expanding O~ando urban area. Furthermore, the City Is exploring
ways in which the necessary Infrastructure can be completed in order to promote development
opportunities in the area immediately to the east of the above-described parcel, which land is _
already incorporated into the City of Sanford. To provide for much needed IrJ~astructure, the City
of Sanford has also recently annexed cafialn adjacent rights-of-way. Pursuant to the Community
Redevelopmerit Act of 1969, as amended (Rorida Laws Chapter 163.330 et. eac.), this Study and
Redevelopment Plan are being prepared on behalf of the City of Sanford for the following two
purposes. First, to determlne whether a Community Redevelopment Area exists, and second, If
the area is a 'Blighted Area' as defined by Rortda Laws Chapter 163.30 et. sec., establishing the
basis for a Community Redevelopment Plan.
The Board of Commissioners of Seminole County, Rodda pursuant to Section 163,410 of the
Rorida Statutes (1989), has delegated the City of Sanford the authority, rights and responsibilities
to create and establish a Community Redevelopment Agency within its municipal boundaries
expressly for the Seminole Towne Center property.
IL FINDINGOF NECESSITY
A, DESCRIPTION OF "BLIGHTED AREA"
The Project Area (See Map 2) contains approximately 318.2 :~ acres of land and is located
at the Southeast comer of the I-4 and SR-46 Interchange, approximately 4 miles west of
downtown Sanford. The legal Description of said Project Area is as follows:
Portions of Sections 29 and 32, Township 19 South, Range 30 East, Seminote County,
Florida, described as follows:
Commence at the North 1/4 comer of said Section 32 and run S 89°47'35" W along the
North line of said Section 32 for a distance of 25.00 feet to the Point of Beginning; thence
run S 00°19'43" E parelid with and 25.00 feat West of the East line of the Northwest 1/4
of ssld Section 32 for a distance of 756.31 feet to the point of curvature of a curve concave
Easterly, having a radius of 386.67 feet and a central angle of 29°00'00"; thence run
Southerly along the arc of said curve for a distance of 195.71 feet; thence run S 29° 19'43"
E for a distance of 115.39 feet to the point of curvature of a curve concave Weste~y, having
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of the Southeast 1/4 of the Northeast 1/4 for a distance of 167.20 feet; thence run S
00'17'42' E parallel with and 60.00 feet East of the aforesaid West line of the East 1/2 of
the Southeast 1/4 for a distance of 1179.55 feet to a paint of curvature of a curve concave
Westedy having a radius of 1060.00 feet; thence run along the arc of said curve through a
central angle of 19°22'12" for a distance of 358.36 feet to the POINT OF BEGINNING.
Containing 4.426 acres more or less and being subject to any rights-of-way, restrictions and -
easements of record.
AND
A parcel of land lying In the Northwest quarter of the Northeast quarter of Section 32,
Township 19 South, Range 30 East, less the West 25.00 feet, lying Northwesterly of the
proposed Northwest right-of-way line of Towne Center Boulevard said parcel being
described as follows:
Commence at the North quarter comer of said Section 32 for a potnt of reference; thence,
along the North line of said Northeast quarter, run North 89°47'58- East, 25.00 feat to the
point of beginning; thence, along said North line, continue North 89'47'58" East. 97.68 to
a point lying on the aforesaid proposed northwesterly right-of-way line of Towne Center
Boulevard, said point also lying on a non-tangent curve concave Southeasterly; thence run
Southwesterly, along said proposed Northwesterly right-of-way line and said curve, having
a radius length of 2050.00 feet. a central angle of 06°13'38·, an arc length of 222.81 feet,
a chord length of 222.70 feet, and a chord bearing of South 25'41 '17" West to a point lying
on the East right-of-way line of South Oregon Avenue, according to the plat thereof, as
recorded in Plat Book 5, Page 29 of the public records of Seminole County, Rodda; thence,
along said east fight-of-way line, run North 00° 19'43' West, 200.35 feat to the POINT OF
BEGINNING.
The above described parcel of land lies In Seminole County, Rorida and contains 0.214
acres, more or leSS.
AND
That part of Oregon Avenue lying In Section 29, Township 19 South, Range 30 East.
Seminole County, Florida, described as follows:
Begin at the South 1/4 comer of Section 29, Township 19 South, Range 50 East and run
S 89 ° 47'35' W along the South line of the Southwest 1/4 of said Section 29 for a distance
of 25.00 feet; thence run N 50°15'36' W parallel with and 25.00 feet West of the East line
of said Southwest 1/4 for a distance of 2036.44 feat; thence run N 85°08'28. E for a
distance of 50.16 feet; thence run S 00015'36- E parallel with and 25.00 feet East of the
West line of the Southeast 1/4 of said Section 29 for a distance of 2040.51 feet; thence run
~ S 89° 47'08' W along the South line of said Southeast 1/4 for a distance of 25.00 feat to
.:'~0Jtli:T'OF BEGINNING containing 2.340 acres more or less.
AND
Commence at the Southeast comer of the Northeast 1/4 of the Southwest 1/4 of Section
29, Township 19 South, Range 30 East and run N 00°13'15" W along the East line of the
Southwest 1/4 of said Section 29. 855.00 feet; thence run S 89°49'07" W 25.00 feat to the
POINT OF BEGINNING; thence continue S 89°49'0?- W 99.40 feet to a point on the
Eastedy Right-of-Way line of State Road 400 (Interstata 4), thence run N 23'53'14" E along
said Eastedy Right-of-Way line 243.35 feet; thence run S 00'13'15' E ~19 feat to the
POINT OF BEGINNING, all lying and being in Seminole County, Rodda, containing 0.250
acres more or Jess.
AND
That part of Section 29, Township 19 South, Range 30 East, Seminole County, Rorida,
described as follows:
Commence at the South 1/4 corner of Section 29, Township 19 South, Range 30 East and
run S 89°47'35- W along the South line of the Southwest 1/4 of said Section 29 for a
distance of 25.00 feet; thence run N 00°15'36' W parallel with and 25.00 feet West of the
East line of said Southwest 1/4 for a distance of 2036.44 feat to the POINT OF BEGINNING;
thence run N 50°52'56' W along a Right-of-Way line as shown on Rodda Department of
Transportation Right-of-Way Maps for Interstate 4 (Sections 7716-401 and 7911-401) for a
distance of 21.44 feet thence run N O0° 15'36' W along said Right-of-Way line for a distance
of 83.29 feet; thence run N 86°52'56- W along said Right-of-Way line for a distance of 99.02
feet; thence run N 23°52'59" E along said Right-of-Way line of Interstate 4 for a distance
of 52.54 feet; thence run N 89°46'46' E along the South line of that parcel of land
described in Official Record Book 2123, Page 0050 of the Public Records of Semihale
County, Florida for a distance of 98.76 feat; thence run N O0° 15'36" W along the East line
of said parcel for a distance of 220.40 feat; thence run N 23°52'59' E along the
aforementioned Right-of-Way line of Interstate 4 for a distance of 217.04 feat; thence run
S 66°07'01" E for a distance of 99.04 feet to the Southwest comer of that parcel of land
described in Official Record Book 1807, Pages 117 of said Public Records, said corner
being on a non-tangent curve concave Southeasterly, having a radius of 1382.39 feet, a
central angle of 21 °45'50' and a chord bearing of S 10°50'50" W; thence run Southwesterly
along the arc of said curve and the aforesaid Right-of-Way line shown on Rodda
Department of Transportation Right-of-Way Maps for Interstate 4 for a distance of 525.10
feet to a point of non-tangency; thence run S 89°44'24" W along said Right-of-Way line for
a distance of 28.60 feat; thence run S 85 ° 08'28" W for a distance of 50.16 feet to the POINT
OF BEGINNING, containing 1.413 acres more or less.
The following existing or planned public road rights-of-ways:
1. That portion of Interstate 4 from Station 616+50 (approximately 3800 feet south of
State Road 46) to Station 676+00 (approximately 2200 feet north of State Road 46)
as per plans prepared by Greiner Engineering for Seminole County Expressway
Author'~.'y dated January, 1993.
2. That portion of State Road 46 from Station 73+00 (west of the on-ramp to
westbound linerstate 4) to Station 132+00 (approximately 600 feet east of Upsala
Road) as per FDOT 1969 construction plans for westbound State Road 46.
3. That certain 110 foot wide right-of-way for a four lane divided connector road (the
'St. Johns Parkway') between Station 10 + O0 (centedine of Towne Center Boulevard
(realigned Oregon Avenue)) to Station 22 + 64.27 (centedine of Rinehart Road) as per
plans by Professional Engineering Consultants, Inc. dated February, 1993, described
as follows:
.A parcel of land lying in the Southeast Quarter of Section 29, Township 19 South,
Range 30 East, described as follows:
6
~o
®
land uses Inelude future development of some or all of the fallowing: (1) additional
commercial/retail space, (2) office space, (3) office/showroom/warehouse space, (4) hotd
space end (5) other such uses approved by the City of Sanford. The Project Area Is
currently served by 1.4 and SR-46. In addition, Oregon Avenue presently exists as a two -
lane compacted sand rood (Sea Map 3, Existing Rood System). The traffic studies and
models prepared for the Appliootion for Development Approval (ADA) for a Development
of Regional Impact (DRI) by Kimley-Hom & Associates indicate that the present existing
madway system Is dearly inadequate to serve even the initial phase of the proposed
development plan. The Development Order issued by the City of Sanford pursuant to
Ronda Statutes Chapter 380 requires that a number of highway and rood improvements are
necessary for the development of the proposed regional mall to occur. The City of Sanford
has concluded that in order to provide access to the Project Area from the east, as well as
to provide the necessary infrastructure to promote development of adjacent vacant land in
accordance with the City of Sanford's Comprehensive Plan, it will be necessary to provide
an adequate road system. The Comprehensive Plan also contemplates additional high
intensity development in the area between Oregon Avenue and Upsala Rood (CR-15) In the
future. The proposed public improvements to meat these needs include: (1) improvements
to State Route 46. primarily widening between its intersection with I-4 and with Upsala Rood
(CR-15); (2) improvement of I-4/SR-46 interchange; (3) construction of a realigned Oregon
Avenue. including the construction of the realigned Oregon Avenue hereafter referred toes
Towne Center Boulevard. which shall be paved with four lanes, and includes the
construction of a connector rood as necessary between the remaining portion of Oregon
Rood and the new Tewne Center Boulevard; (4) and a four lane East,ANest Connector Rood
between Towne Center Boulevard and Rinehart Rood hereafter referred to as SL Johns
Parkway; and (5) other necessary improvements required for intersections and
appurtenances (See Map 4 Proposed TIF Improvements),
11
Rorida Laws Chapter 163.330 et. sec. requires the adoption of a resolution of a finding of
necessity under Chapter 163,355, that a slum or blighted area exists [Chap. 163,355(1)].
Rorida Laws Chapter 163.340(8)(b) defines a 'blighted area' as follows:
*(b) An area in which there exists faulty or inadequate street -
layout; inadequate parking facilities; or readways, bridges, or
public transportation facilities Incapable of handling the
volume of traffic flow into or through the area, either at
present or following the proposed construction...'
The Project Area which contains approximately 318.2 ~: acres has a faulty and Inadequate
street layout, and lacks sufficient existing roads and sufficient madway capacity necessary
to handle the volume of traffic that will be generated by the proposed development.
Therefore, the Project Area Is a "blighted area' because existing Infrastructure Is inadequate
to support existing and anticipated development in accordance with the statutory definition
set forth above, The Sanford Comprehensive Plan 1987 - 2005, adopted In 1987,
contemplates high intensity use for the existing and anticipated development of the Project
Area with its designation of 'Regional Commerce Area' use. (See the Devdopment of
Regional Impact (DRI) section 31 Response to questions of Public Facilities: Transportation
Considerations for anticipated traffic vdumes.)
Phase I of the proposed development of the Project Area will commence In the immediate
future and it is anticipated that it will generate 40,200 net external average daily trips, Phase
II will generate a cumulative total of 48,500 net extemal average daily trips and Phase III will
generate a cumulative total of 56,800 net external average daily trips. A road system is
virtually non-existent and the roads presently in place, which are predominately unpaved,
are not capable of supporting much additional traffic (See Map 3). Currently Oregon
Avenue is the only existing road withln the development area and could support a traffic
flow of 580 vehicles per hour only If it were to be paved (the road is currently paved for only
a few hundred feet with the remaining roadway beyond the existing Holiday Inn Motel
entrance being unpaved). The proposed regional shopping mall development will require
12
a road system that is able to accommodate a minimum of 1,190 vehicles per hour. In as
much as the proposed additional development (Phases II and I11) will result In additional
development of retail space, office space, showroom space and hotel facilities, it Is
anticipated that these components of the plan will generate peak houdy trips slightly In -
excess of 5,800 by the year 1997. Additional improvements of existing roads. as well as
the development of new roads will be redulred to handle this traffic volume. SR-46 between
I-4 and Upsala Road (CR-15) presently has a total vehicle capacity of 37.100 is expected
to have total volumes in various locations of between 32,900 and 48,700 vehicles. Rinehart
Road, which did not exist at the time of approval of the initial Redevelopment Plan and
presently exists as a two-lane road is projected to have total vehicle volumes of between
15,200 and 31,900 vehicles which requires the construction of two additional lanes to handle
the anticipated volume of traffic. The construction of the two additional lanes was initiated
in April 1993 by Seminole County pursuant to a separate agreement with Developer of the
Community Redevelopment Area. The proposed Towne Center Boulevard, improvementa
to SR-46 and I-4. and modifications to Rinehart Road are designed to accommodate the
anticipated traffic volume which will be generated by the proposed development.
Additionally, the proposed St. Johns Parkway will provide an improved distribution of the
vehicle load on SR-46, Rinehart Road and Towne Center Boulevard (See Map 4 for the
proposed public improvements for the road and water systems). Without the proposed
road improvements, the existing road system lacks the capacity to handle the traffic to be
generated by any proposed high intensity use.
C. FINDINGOF "BLIGHTED AREA" PURSUANT TO CHAPTER 163.340(8~(b)
Based upon the vehicle volumes which the proposed development will generate and the
present lack of capacity of the existing road system, which is incapable of handling the
volume of traffic flow into or through the area following the proposed construction. there
is the basis for a finding that the Project Area is a 'blighted area" as defined by Rorida Laws
13
Chapter 163.340(8)(b). Therefore, as documented and further referenced in Section B
(Existence of a 'Blighted Area') above, sufficient facts exist for a finding of necessity under
Florida Laws Chapter 163.355 as is required by Florida Laws Chapter 163.330 et. sec.
III. REDEVELOPMENT PlAN
ACTIONS NECESSARY TO STIMULATE REVITALIZATION OF COMMUNITY
REDEVELOPMENT AREA PRO.IECT
Revitalization of the Redevelopment Project Area Is a large and complex undertaking and presents
challenges and opportunities commensurate to its scale. The success of this effort will depend
to a large extent on the cooporation between the private sector and agencies of local government.
The adoption of the Redevelopment Plan makes possible the implementation of a logical program
to stimulate development within the Community Redevelopment Project Area, an area which
cannot reasonably be anticipated to be developed without the adoption of this Redevdopmant
Plan. Public investments will create the appropriate environment to attract the investment required
for the rebuilding of the area's Infrastructure. As a result of this plan, it Is anticipated that new
employment opportunities will exist for neady 8,000 people in varying fields. industries and skill
levels. These will include employment opportunities for retail sales, office work, flexible
manufacturing, wholesaling and hotel-hospitality work.
The legal description of the Seminole Towne Center Redevelopment Project Area is attached as
Exhibit A to this report. The Project Area Is generally located east of I-4 and south of SR-46 and
north of CR-46A (Sea Map 2).
The Community Redevelopment Project Area Redevalopment Plan includes a vadety of uses to
be anchored by a regional mall of approximately 1,250,000 square feet. The other land uses
include future development of some or all of the following: (1) additional commercial/retail space,
(2) office space, (3) office/showroom/warehouse space, (4) hotel space, and (5) other such uses
14
approved by the City of Sanford. The construction of the regional mall is expected to begin in
1993 and the other phases of the project to be completed by 2000.
DESCRIPTION OF REQUIRED PROJECT IMPROVEMENTS
In order for the development the Community Redevelopment Project Area to occur, there are a
number of public infrastructure improvements that will be required. These improvements include
the fallowing, along with the preliminary cost estimate of each improvement:
(1) I-4/SR-46 Interchange ramp and signals $ 600,000
Widen and improve eastbound off-ramp at SR-46, westbound on-ramp
and eastbound on-ramp, or as otherwise required by or pursuant to
standards established by Rodda DOT.
(2) Improvements to State Route 46 (SR-46) $ 830,000
Expand SR-46 to six lanes from I-4 east ramps to County Road 15
(Upeala Road, (CR-15)), and construct dual left turn lanes from SR-46
to I-4 westbound or as otherwise required by or pursuant to standards
established by Rorida DOT.
(3) Modifications to Rinehart Road $ 120,000
Modifications to Rinehart Road indeding turn lanes and
acceleration/deceleration lanes, as necessary, at the intersections with
S.R. 46, St. Johns Parkway, and Towne Center Boulevard.
(4) Towne Center Boulevard $ 2,325,000
Acquisition of rights-of-way and construction of Towne Center
Boulevard as a four-lane divided road betwean SR-46 and Rinehart
Road with drainage, including sidewalks on both sides and street lights
as required in lleu of the existing Oregon Avenue which will be vacated,
and a connector road as necessary between the remaining segment of
Oregon Avenue and the new Towne Center Boulevard.
(5) St. Johns Parkway $ 800,000
Acquisition of rights-of way and construction of a four lane connector
road, heretofore referred to as the East/~Nest Connector Road, betwean
Towne Center Boulevard and Rinehart Road with a sidewalk on the
north side, street lights, drainage and storm water pond to serve this
improvement with an outfall to the Lockehart-Smith Canal.
(6) Electrical System Improvements $ 210,000
Extend new power lines along Towne Canter Boulevard and the St.
Johns Parkway to serve the Mall, adjacent proparties, roadway lighting
system and traffic signalization.
15
('7) Sanitary Sewer Improvements $ 140.000
New lift station and force main to serve the Community Redevelopment
Area.
(8) Relocation of Existing Utilities $ 215,000
Make necessary relocatlons of existing utilities In the Community
Redevelopment Area to accommodate changes In the road system and
drainage system.
(9) Water System Improvements $ 275,000
Extend the 16' water main to serve the Community Redevelopmerit
(10) Off-Site Drainage $ 110,000
Improvements to off-site drainage facilities necessary to accommodate
storm water drainage from the road improvements described above.
(11) Signalization $ 500,000
Installation and/or modificatln of traffic signals at the intersections of
Towne Center Boulevard with SR-46. the St. Johns Parkway, North
Connector, north mall entrance. south mall entrance, and Rinehart
Read; at the intersections of S.R. 46 with Rinehart Road, and CR-15
(Upsala Road); and at the intersection of St. Johns Parkway and
Rinehart Read pursuant to appropriate Rorida. DOT, County, and/or
City standards.
(12) Public Transit Facilities $ 100,000
Installation of bus shelters, additional pavement, and other modifications
to bus lanes for passenger pick-up and discharge on site for public
transit system.
(13) Engineering. Surveying &Testing $ 990,000
(14) Construction Contingency $ 305.000
(15) Planning and Legal $ 80,000
TOTAL PROJECT COSTS $ 7,600,000
The above-referenced improvements are required to correct the currently existing conditions of
faulty and inadequate street layout in the area. and, are also required to provide adequate read
capacity and other public transportation facilities capable of handling the vdume of traffic in or
16
through the area upon completion of development because the current road capacities are not
sufficient in design, construction and location to meet the needs of the proposed three-phased
redevelopment as established In the Development Order Issued by the City of Sanford. It IS
anticipated that Phase I of the proposed devdopment of the Project Area will generate '
approximately 40,200 net external average daily trips. Phase II will generate a total of 48,500 net
external average daily trips and Phase III will generate a total of 56,800 net external average daily
trips.
PROJECT FINANCING COSTS
In addition to the costs of roadway and related improvements described above under the heading
of 'Description of Required Project Improvements*, additional costs may be incurred wblch are
necessary and appropriate costs of issuance of notes, bonds, or other financial instruments
necessary to finance the improvements, including, but not limited to, professional and undenNdting
fees, capitalized interest. bond insurance premiums and debt service and other reserve funds.
SOURCES OF FUNDING FOR REOUIRED PROJECT IMPROVEMENT COSTS
Funding for the above referenced Project Costs may be provided from incremental property tax
revenues, grants-in-aid from state or federal sources, and contributions from private sources, or
any combination of the above sources of funds. Tax increment financial district obligations may
be issued to fund part of the Project Costs to be repaid from the above referenced funding
sources. The estimates of costs for the above referenced road and related improvements are
preliminary and subject to revision and/or reallocation between categories as appropriate.
q~,l~ -. LIMITATIONS UPON CONTRIBUTIONS OF INCREMENTAL PROPERTY TAX
~ ~..: .~ ;' .-REVENUES BY THE CITY OF SANFORD
The City of Sanford may establish a limitation upon the amount of annual incremental property tax
revenue (hereinafter defined as 'incremental revenue') generated from within the Project Area
pursuant to the ad valorem tax levy of the City of Sanford not to exceed 50% per annum of said
17
incremental revenue for a period of 15 years of tax collections commencing with the first year of
collections after the issuance of the certificate of occupancy for Phase I of the Redevdopment
which is contributed to the financing of the project improvements set forth In 'Description of
Required Project Improvements', above.
IV. REDEVELOPMENT PRO.IECT AREA GOALS AND OBJECTIVES
Investment In new development of structures and facilities Is essential to the City of Sanford,
Seminole County and the proposed Community Redevelopment Area. Redevelopment and
conservation efforts in the Redevelopment Project Area will strengthen the City of Sanford through
environmental improvements, an increased tax base and additional employment opportunities
through the achievement of certain general goals as follows.
GENERAL GOALS.
* Implementation of the final Development Order.
* Implementation of the City of Sanford's Comprehensive Plan for the Redevelopment Project
Area.
* Improve the quality of life In the City Sanford and Seminole County by Increasing the scope
of services and amenitles available to its residents.
* Provide sound economic developme~ activities In the Redevelopment Project Area.
* Development of new commercial facilities tn the Redevelopment Project Area to make it an
important contributing facility to the City of Sanford and Seminole County.
* Create an environment within the Redevelopment Project Area which will contribute to the
health, safety, and general welfare of the City of Sanford and Seminole County, and
preserve or enhance the value of properties in the area.
* Create job opportunities.
* Create new retail centers and the accompanying job opportunities.
* Increase tourism and related support industries for the City of Sanford and Seminole
County.
: * Increase real estate, utility, license and sales taxes for the City of Sanford and Seminole
~,~-j.; :~ County.
18
REDEVELOPMENT OBJECTIVES.
The Implementation of the plan for the Community Redevdopment Area will achieve certain
objectives for redevelopment within the project area as follows:
* Reduce or eliminate those conditions of existing faulty and inadequate road layout and road
capacity which presently exist and which qualify the Redevelopment Project Area as a
Blighted Area by developing a proper highway system in order to provide trenspertatlon
access to and through the Rndevelopment Area.
* Enhance the tax base of the City of Sanford, Semlnde County and of the other taxing
districts which extend into the Redevdopment Project Area by encouraging private
investment in new commercial construction.
* Strengthen the economic well-being of the Redevelopment Project Area and the City of
Sanford and Seminole County by increasing business activity, taxable values, and Job
opportunities.
* Encourage the assembly of land into parcels functionally adaptable with respect to shape
and size and meeting the needs and standards for development.
* Provide for needed public improvements or facilities in proper rdationship to the projected
demand for such facilities and in accordance with accepted design criteria for such
facilities.
* Provide needed incentives to encourage a broad range of improvements in new
development efforts.
* Encourage the participation of minorities and women in opportunities for employment
resulting from the development of the Redevelopment Project Ares.
* Create a roadway system that is planned and fully integrated with the present system to
meet the community's present and future needs.
DEVELOPMENT AND DESIGN OBJECTIVES.
The implementation of the plan for the Community Redevelopment Area will achieve certain
objectives for the development and design within the project area as follows:
* Establish a pattern of land use activities arranged in compact, compatible grouping to
increase efficiency of operation and economic relationships.
* Achieve development which is integrated both functionally and aesthetically with nearby
existing development.
* Ensure safe and adequate traffic circulation patterns and capacity in the Community
Redevelopment Project area and surrounding areas.
19
* Encourage coordinated development of parcels and structures in order to achieve efficient
building design; unified off-street parking, trucking and service facilities; and appropriate
access to nearby highways.
* Encourage a high-quality appearance of buildings, rights-of-way and open spaces, and
encourage high standards of design.
A. IMPLEMENTATION OF REDEVELOPMENT PROJECT AREA GOALS AND
OBJECTIVES
The City pmpeses to realize both the general goals and the goals and objectives for
redevelopment and for development and design within the Project Area through public
finance techniques, including but not limited to tax increment financing, and by undertaking
some or all of the fallowing actions:
1. Provision of Public Infrastructure Improvements and Facilities.
Adequate public infrastructure Improvements and facilities will be provided to service
the entire Redevelopment Project Area and the land immediatdy to the east of the
Redevelopment Project Area by providing a road system capable of handling the
traffic flow into and throughout the Redevelopment Project Area. Public
improvements and facilities may include, but are not limited to:
a. Construction of a more functional, visually recognizable and attractive
transportation network for the Community Redevdopment Area indeding the
improvement of traffic flow along State Route 46; efficient ingress and egress
of traffic to and from Interstate 4 and public landscaping and appropriate
signage for the roadway system and internal transportation network and
roadway system within the Community Redevelopment Area.
b. Provision of adequate utilities necessary to serve the Redevelopment Area and
the relocation of existing utilities as necessary.
c. Construction of a street system to efficiently and effectively serve the
Redevelopment Area; including a new Towne Center Boulevard, widening of
SR-46 from i-4 to Upsala Road (CR-15), widening of Rinehart Road to four
lanes and St. Johns Parkway from Towne Center Boulevard to Rinehart Road.
d. Necessary acquisition of land for rights-of way for public improvements.
2. Soil and Site Improvements
Provide site improvements and/or soil on privately held properties for the purpose
of making land suitable for development including entedng into a Redevelopmerit
Agreement for necessary fill or the elimination of soil conditions which serve as
impediments to the development of the site, and/or necessary site improvements
within the Community Redevelopment Area.
20
3. Revlsion of Scope of Project Improvements.
In the event that the City determines that construction of certain improvements is not
financially feasible. the City may reduce the scope of the proposed Improvements to
be funded from the proceeds of bonds to be issued by the Community
Redevelopment Agency.
B. REDEV~LOPMENT PROJECT COSTS
Re, development Project Costs mean the sum total of all reasonable or necessary costs
incurred or estlmated to be incurred, or relmbursed to a private entity implementing the
Redevelopment Plan and any such costs Incidental to this Redevelopment Ran and
Redevelopment Project pursuant to the State of Rorida Community Redevalopment Act.
Such costs may include. without llmitatlon, according to Rorida Laws Chapter 163 the
following:
1. Acquisition of a slum or blighted area or portion thereof;
2. Demolition and removal of buildings and improvements;
3. Installation, construction. or reconstruction of streets, utilities, perks, playgrounds,
and other improvements necessary for carrying out the Community Redevalopment
Objectives in accordance with the Community Redevalopment Plan;
4. W'Rhin its area of operation to make or have made all surveys and plans necessary
to the carrying out of the purpose of the law; to contract with any person, public or
pr'Nate, in making and carrying out such plans Including appraisals, ti~e searches,
surveys, and other plans and work necessary to prepere for the undertaking of
community redevelopment and related activities;
5. Close, vacate, plan or replan streets, roads, sidewalks, ways or other places and to
plan or replan any pert of the City;
6. Acquisition of any other real properly in the community redevalopment area when
necessary to eliminate unhealthful, unsanitary, or unsafe conditions; lessen density;
eliminate obsolete or other uses detrimental to the public welfare; or otherwise to
remove or prevent the spread of blight or deterioration or to provide for needed
public facilities; and
7. Costs may be incurred which are necessary and appropriate costs of issuance of
notes, bonds, or other financial instruments necessary to finance the improvements,
including, but not limited to, professional and underwriting fees, capitalized interest,
and debt service and other reserve funds.
21
C. ESTIMATED RIBDEVELOPMENT PROJECT COSTS
The Estimated Redevelopment Project Costs for the initial phase of the redevelopment are
delineated In Table 1. To the extent that municipal obligations have been issued to pay for
such redevelopment project costs included pdor to, but In anticipation of, the adoption of -
tax increment financing, the City shall be reimbursed for or shall authorize reimbursement
to appropriate others for such Redevelopment Project Costs. The total Redevelopment
Project Costs provide an upper limit on expenditures (exclusive of capitalized Interest,
issuance costs, Interest and other financing costs). Within this limit, adjustments may be
made in individual line items without amendment to this Redevelopment Plan. The City of
Sanford may utilize certain Incremental ad valorem tax revenues generated by the Saminde
Towne Center Community Redevelopment Area as allowed by Florida law. Only 50% of the
incremental ad valorem tax revenues of the City of Sanford may be utilized for the payment
of project costs or bends as set forth in 'Umttatlons upon Contributions of Incremental
Property Tax Revenue by the City of Sanford* above.
22
TABLE 1
ESTIMATED REDEVELOPMENT PROJECT COSTS
I-4/SR-46 ramp and signals $ 600,000
Improvements to State Route 46 (SR-46) $ 830,000
Modifications to Rinehart Road $ 120,000
Construction of Towne Center Boulevard $ 2,325,000
St. Johns Parkway $ 800,000
Electrical System Improvements $ 210,000
Sanitary Sewer Improvements $ 146,000
Relocation of Existing Utilities $ 215,000
Water System Improvements $ 275,000
Off-Site Drainage $ 110,000
Slgnalizatlon $ 500,000
Public Transit Facilities $ 100,000
Engineering, Surveying & Testing $ 990,000
Construction Contingency $ 305,000
Planning & Legal $ 80.000
TOTAL PROJECT COSTS $ 7,600,000
23
EXHIBIT A
LEGAL DESCRIPTION
The Community Redevelopment Area contains approximately 318.2 acres of land and Is generally located
at the Southeast corner of the I-4 and S.R. 46 interchange, approximately 4 miles west of downtown Sanford.
The Legal Description of said Community Redevelopment Area Is as follows:
Portions of Sections 29 and 32, Township 19 South, Range 30 East, Seminole County, Rorida, described
as follows:
Commence at the North 1/4 corner of said Section 32 and run S 89'47'35' W along the North lice of said
Section 32 for a distance of 25.00 feet to the Point of Beginning; thence run S 00' 19'43' E parallel with and
25.00 feet West of the East llne of the Northwest 1/4 of said Section 32 for a distance of 756.31 feet to the
point of curvature of a curve concave Easterly, having a radius of 386.67 feat and a central angle of
29°00'00'; thence run Southerly along the arc of said curve for a distance of 195.71 feet; thence run S
29'19'43' E for a distance of 115.39 feet to the point of curvature of a curve concave Westerly, having a
radius of 690.00 feet and a central angle of 49°21 '20"; thence run Southerly along the arc of said curve for
a distance of 594.386 feat to a point on said curve, said point also being the Northeast comer of Lot 3 Pice
Lake Groves, as recorded in Plat Book 9, Page 27 of the Public Records of Seminole County, Rorida; thence
run S 22'07'05' W along the East line of said Lot 3 for a distance of 194.73 feet to the point of curvature
of a curve concave Southeasterly having a radius of 1030.36 feet and a central angle of 23°02'00'; thence
run Southwesterly along the arc of said curve and said East line for a distance of 414.21 feat; thenca run
S 00'54'55' E for a distance of 441.20 feat to a point 25.00 feet Westerly of the Southeast comer of the
Northwest 1/4 of said Section 32; thence run S 89'50'40" W along the South line of said Northwest 1/4 for
a distance of 2260.12 feet to the Easterly Right-of-Way line of Interstate 4; thence run N 23'52'59' E along
said Right-of-Way line for a distance of 5,224.00 feet; thence run S 86° 52'56' E along said Right-of-Way line
for a distance of 99.02 feet, thence run S 00' 15'36' E along said Right-of-way line for a distance of 83.29
feet; thence run S 86°52'56" E along said Right-of-Way line for a distance of 21.44 feet; thence run S
00 ° 15'36" E along the Westedy Right-of Way line of Oregon Avenue (said line Avenue being 25.00 feat West
of and parallel with the East line of the Southwest 1/4 of said Section 29) for a distance of 2036.44 feet to
the Point of Beginning. Less a 100.00 foot Railroad Right-of-Way in Section 32, Township 19 South, Range
30 East.
AND
Commence at the South 1/4 comer said of Section 29 and run N 89'47'58" E along the South line of said
Section 29 for a distance of 25.00 feet to the Point of Beginning; thence run N 00° 15'36' W along the East
Right-of-Way line of Oregon Avenue (said line being 25.00 feet East of and parallel with the West line of the
Southeast 1/4 of said Section 29) for a distance of 2040.51 feet; thence run N 89°44'24· E along a
non-radial line and the Easterly Right-of-Way line of Interstate 4 and Oregon Avenue for a distance of 28.60
feet to a point on a curve concave Easterly, having a radius of 1382.39 feet, a central angle of 21 °43'05'
and a chord bearing of N 10°51'07" E; thence run Northerly along the arc of said curve and said
Right-of-Way line for a distance of 525.20 feet to a point on said curve; thence run S 73°57'32" E along a
non-radial line and the Eastedy line of lands described in Official Record Book 1807, Page 117 of the Public
Records of Seminole County, Florida for a distance of 212.69 feet; thence run the following courses along
said Eastedy line: N 87 ° 42'28" E for a distance of 403.86 feet N 39° 12'28" E for a distance of 226.39 feat;
N 01 °32'33" W for a distance of 147.58 feet; N 49'53'19" W for a distance of 129,71 feet; thence leaving
said line run N 15°57'29" E for a distance of 372.62 feet; thence run N 49'53'19" W for a distance of 180.00
to the said Eastedy Right-of-Way line of Interstate 4 and Oregon Avenue; thence run N 40'06'41' E along
said Right-of-Way line for a distance of 133.40 feet to the point of curvature of a curve concave
24
Southeasterly, having a radius of 189.85 feet and a central angle of 49°38'40'; thence run Northeasterly
along the arc of said curve and said Right-of-Way llne for a distance of 164.50 feet; thence run N 89'45'21'
E along said Right-of-Way line for a distance of 9.59 feet; thence run S 00° 14'39' E along the West line of
lands described in Official Record Book 1613, Page 106 of the Public Records of Seminole County, Rorida
for a distance of 159.80 feet; thence run N 89'45'21' E along the South llne of said lands for a distance of
150.00 feet; thence run N 00° 14'39' W along the East line of said lands and a non-radial line for a distance
of 169.80 feet to a polnt on a curve concave Northweste~y, having a radius of 112.00 feat. a central angle
of 51 °43'46' and a chord bearing of N 39'30'00' E; thence run Northeasterly along the arc of said curve
and said Easterly Right-of-Way line for a distance of 101.12 feet to a polnt on said curve; thence run N
89°30'17' E along the Southerly Right-of-Way line of State Road 46 for a distance of 74.97 feat to the point
of curvature of a curve concave Northerly, having a radius of 2010.08 feet and a central angle of 00°34'12';
thence run Easterly along the arc of said curve and said Southerly Right-of-Way line for a distance of 20.00
feet to a point on ealcl curve; thence run S 00°16'35" E along the East line of the Southwest 1/4 of the
Northeast 1/4 of said Section 29 for a distance of 255.40 feat; thence run N 89°45'21- E for a distance of
30.00 feet; thence run S O0° 16'35' E parallel with and 30.00 feet Eastedy of said East line of the Southwest
1/4 of the Northeast 1/4 for a distance of 328.03 feet; thence run S 89'34'42' W along the South line of
the North 2218.00 feet of said Section 29 for a distance of 30.00 feat; thence run S 00° 16'35' E along said
East line of the Southwest 1/4 of the Northeast 1/4 for a distance of 419.69 feat to the Southeast comer
of said Southwest 1/4 of the Northeast 1/4 of said Section 29; thence run S 00 ° 17'42' E along the East line
of the West 1/2 of the Southeast 1/4 of said Section 29 for a dlstance of 2640.32 feat to the Southeast
corner thereof; thence run S 89°47'58" W along the South line of said Section 29 for a distance of 1295.73
feet to the Point of Beginning.
Together containing 213.703 acres more or less and being subject to any rights-of-way, restriction and
easements of record.
AND
Portions of the East 1/2 of the Southeast 1/4 and the Southeast 1/4 of the Northeast 1/4 of Section 29,
Township 19 South, Range 30 East, Seminole County, Florida, described as follows:
Commence at the Southeast corner of Section 29, Township 19 South, Range 30 East, Seminole County,
Florida and run S 89°47'58" W along the South line of the Southeast 1/4 of said Section 29 for a distance
of 1320.73 feet; then run N 00°17'42" W along the West line of the East 1/2 of the Southeast 1/4 of said
Section 29 for a distance of 1109.19 feet to the POINT OF BEGINNING; thence continue N 00°17'42' W
along said West line for 1531.13 feet to the Southwest corner of the Southeast 1/4 of the Northeast 1/4 of
said Section 29; thence run N 00° 16'35" W along the West line of said Southeast 1/4 of the Northeast 1/4
for a distance of 419.69 feet; thence run N 89° 34'41' E along the South line of the North 22t8.00 feat of said
Section 29 for a distance of 30.00 feet; thence run N 00°61'35- W for a distance of 93.42 feat to a point on
a curve concave Southeasterly having a radius of 710.00 feet and a chord bearing of N 33°34'08- E; thence
run Northeasterly along the arc of said curve through a central angle of 09° 21 '54' for a distance of 116.05
feet to a point of reverse curvature of a curve coneave Westedy having a radius of 593.00 feet; thence run
Northerly along the arc of said curve through a central angle of 38°31 '40' for a distance of 396.74 feet;
thence run N 00°16'35' W for a distance of 8.03 feet to a point of curvature of a curve concave
Southwesterly having a radius of 30.00 feet; thence run Northwesterly along the arc of said curve through
a central angle of 96°12'36" for a distance of 50.38 feet to a point on the Southerly Right-of-Way line of
State Road 46 and the point of cusp of a curve concave Northerly having a radius of 2010.08 feet; thence
run Eastedy along the arc of said curve and said Right-of-Way line through a central angle of 01 °51 '32' for
a distance of 65.22 feet; thence run N 81 ° 39'1T' E along said Right-of-Way line for a distance of 115.47 feat
to a point of cusp of a curve concave Southerly having a radius of 30.00 feet; thence run Southwesterly
along the arc of said curve through a central angle of 81 °55'52' feet for a distance of 42.93 feet; thence run
S 00° 16'35' E for a distance of 32.46 feet to a point of curvature of a curve concave Westedy having a
25
radius of 710.00 feet; thence mn Southweste~y along the arc of said curve through a central angle of
38'31'40' for a distance of 477.43 feet to a point of reverse curvature of a curve concave Southeasterly
having a radius of 590.00 feet; thence run Southwesterly along the arc of said curve through a central angle
of 38'31'40' for a distance of 396.74 feet: thence run S 00' 16'35' E parallel with and 60.00 feet East of the
aforesaid West line of the Southeast 1/4 of the Northeast I/4 for a distance of 167.20 feet; thence run S
00 ' 17'42' E parall el with and 60.00 feet East of the aforesaid West line of the East 1/2 of the Southeast 1/4
for a distance of 1179.55 feet to a point of curvature of a curve concave Weste~y having a radius of 1060.00
feet; thence run along the arc of said curve through a central angle of 19'22'12' for a distance of 358.36
feet to the POINT OF BEGINNING.
Containing 4.426 acres more or less and belng subject to any fights-of-way, restdctlons and easements of
record.
AND
A parcel of land lying In the Northwest quarter of the Northeast quarter of Section 32, Township 19 South,
Range 30 East, less the West 25.00 feet, lying Northwesterly of the proposed Northwest dght-~-way line of
Towne Center Boulevard said parcel being described as follows:
Commence at the North quarter corner of said Section 32 for a point of reference; thenco, along the North
line of said Northeast quarter, run North 89°47'58" East, 25.00 feet to the point of beginning; thence, along
said North line, continue North 89°47'58" East, 97,68 to a point lying on the aforesaid proposed
northwesterly right-of-way line of Towne Center Boulevard, said point also lying on a non-tangent curve
concave Southeasterly; thence run Southwesterly, along said proposed Northwesterly fight-of-way line and
said curve, having a radius length of 2050.00 feet, a central angle of 68' 13'36", an arc length of 222.81 feet,
a chord length of 222.70 feet, and a chord bearing of South 25'41'17' West to a point lying on the East
right-of-way line of South Oregon Avenue, according to the plat thereof, as recorded in Plat Book 5, Page
29 of the public records of Seminole County, Rortda; thence, along said east right-of-way line, run North
00'19'43' West, 200.35 feet to the POINT OF BEGINNING.
The above described parcel of land lies in Seminole County, Rorida and contains 0,214 acres, more or less.
AND
That part of Oregon Avenue lying tn Sectlon 29, Township 19 South, Range 30 East, Seminole County,
Rorida, described as follows:
Begin at the South 1/4 corner of Section 29, Township 19 South, Range 30 East and run S 89°47'35- W
along the South llne of the Southwest 1/4 of said Section 29 for a distance of 25.00 feet; thence run N
00'15'36' W paralld with and 25.00 feet West of the East line of said Southwest 1/4 for a distance of
2036.44 feet; thence run N 85'08'28" E for a distance of 50.16 feet; thence run S 00° 15'36" E parallel with
and 25.00 feet East of the West line of the Southeast 1/4 of said Section 29 for a distance of 2040.51 feet;
thence run S 89'47'58' W along the South line of said Southeast 1/4 for a distance of 25.00 feet to the
POINT OF BEGINNING, containing 2.340 acres more or less.
AND
Commence at the Southeast comer of the Northeast 1/4 of the Southwest 1/4 of Section 29, Township 19
South, Range 30 East and run N 00 ° 13' 15' W along the East line of the Southwest 1/4 of said Section 29,
855.00 feet; thence run S 89°49'07' W 25,00 feet to the POINT OF BEGINNING; thence continue S
89°49'07' W 99.40 feet to a point on the Eastedy Right-of-Way line of State Road 400 (Interstate 4), thence
run N 23'53'14' E along said Eastedy Right-of-Way line 243.35 feet; thence run S 00° 13'15' E 222.19 feet
26
to the POINT OF BEGINNING, all lying and being In Seminole County, Florida, containing 0.250 acres more
or less.
AND
That pan of Section 29, Township 19 South, Range 30 East, Seminole County, Rorlda, described as fallows:
Commence at the South 1/4 comer of Section 29, Township 19 South, Range 30 East and run S 89° 47'86'
W along the South line of the Southwest 1/4 of said Section 29 for a distance of 25.00 feet; thence run N
00°15'36- W parallel with and 25.00 feet West of the East line of said Southwest 1/4 for a distance of
2036.44 feet to the POINT OF BEGINNING; thence run N 86°52'56' W along a Right-of-Way line as shown
on Florida Department of Transportation Right.of-Way Maps for Interstate 4 (Sections 7716-401 and 7911-
401) for a distance of 21.44 feet thence run N 00°15'36' W along said Right-of-Way line for a distance of
83.29 feet; thence run N 86°52'56' W along said RIght-of-Way line for a distance of 99.02 feat; thence run
N 23°52'59" E along said Right-of-Way line of Interstate 4 for a distance of 52.54 feet; thence run N
89*46'46' E along the South line of that parcel of land described In Official Record Book 2123, Page 0050
of the Public Records of Seminole County, Rorida for a distance of 98.76 feet; thence run N 00'15'36' W
along the East line of said parcel for a distance of 220.40 feet; thence run N 23'52'59' E along the
aforementioned Right-of-Way line of Interstate 4 for a distance of 217.04 feet; thence run S 66'07'01' E for
a distance of 99.04 feet to the Southwest comer of that parcel of land described in Official Record Book
1807, Pages 117 of said Public Records, said corner being on a non-tangent curve concave Southeasterly,
having a radius of 1382.39 feet, a central angle of 21 °45'50' and a chord bearing of S 10'50'50' W; thence
run Southwesterly along the arc of said curve and the aforesaid Right-of-Way line shown on Rotida
Department of Transportation Right-of-Way Maps for Interstate 4 for a distance of 525.10 feat to a point of
non-tangency; thence run S 89°44'24' W along said Right-of-Way line for a distance of 28.60 feet; thence
run S 85'08'28' W for a distance of 50.16 feet to the POINT OF BEGINNING, containing 1.413 acres more
or less.
The following existing or planned public road rights-of-ways:
1. That portion of Interstate 4 from Station 616+00 (approximately 3800 feet south of State Road 46)
to Station 676+00 (approximately 2200 feet north of State Road 46) as per plans prepared by Grelner
Engineering for Seminole County Expressway Authority dated January, 1993.
2. That portion of State Road 46 from Station 73+00 (west of the on-ramp to westbound Interstate 4)
to Station 132 + 00 (approximately 600 feat east of Upsala Road) as per FDOT 1969 construction plans
for westbound State Road 46.
3. That certain 110 foot wide right-of-way for a four lane divided connector road (the 'East-West
Connector) between Station 10+00 (centedine of Towne Center Boulevard (reallgned Oregon
Avenue)) to Station 22 +64.27 (centerline of Rinehart Road) as per plans by Professlonal Engineering
Consultants, Inc. dated February, 1993, described as follows:
A parcel of land lying in the Southeast Quarter of Section 29, Township 19 South, Range 50 East,
described as follows:
Commence at the Northeast comer of said Southeast Quarter for a point of reference; thence, along
the East line of said Southeast Quarter, run South 00°19'47' East, 1114.26 feat; thence run South
89°46'29" West, 124.50 feet to a point lying on a non-tangent curve concave Southwesterly, said
point being the point of beginning; thence run northwesterly, along said curve, having a radius length
of 25.50 feet, a central angle of 90°00'00', an arc length of 39.27 feet, a chord length of 86.98 feat,
and a chord bearing of North 45° 19'31' West to the point of tangency; thence run South 89°40'29-
27
6~
of 625.00 feet, a central angle of 38'24'53', an arc length of 419.04 feet, a chord length of 411.23
feet, and a chord bearing of South 01 °35'57' East; thence run South 20°48'23- East, 136.76 feet;
thence run North 89'50'41' East, 32.61 feet to a point lying on the aforesaid Northwestady
right-of-way line of Rinehart Read; thence, along said Northwesterly right-of-way line, run South
68°48'05- West, 139.25 feet to the point of beginning.
The above described parcel of land lies In Seminole County and the City of Sanford, Rodda and _
contains 16.687 acres, more or less. Note that portions of said parcel of land ovedap with and/or
are also contained within a portion of the above-described 213.703 acre, and/or 4.426 acre parcel.
31
Map 1 General Location
Map 2 Boundary
Map 3 Existing Road Conditions
Map 4 Proposed Improvements
32
J"--N
O
STATION 73+00
STATION 145+00 STATION 158+00
MAP 2
COMMUNITY REDEVELOPMENT
AREA BOUNDARY MAP
Seminole Towne Center
... :L:-'!.--.- ..... '.~. ~ .':.~ Community Redevetopment Area
"' '" ";' ,:: ,:..~':.'.:' '~.:~: · ' ,~.~1 Map 3 Existing Road Conditions
i..,
't
~ ~1 UnWed Existing OregTn Ave. I ""
,. ~ ~. ~:.-
>'~ 1, I-4/SR-46 RAMPS AND SIGNALS ..
2. IMPROVEMENTS TO STATE ROUTE 46 (SR-46)
3, MODIFICATIONS TO RINEHART ROAD
--'~----N
4, CONSTRUCTION OF TOWNE CENTER BOULEVARD
5, CONSTRUCTION OF ST. JOHNS PARKWAY
6, ELECTRICAL SYSTEM IMPROVEMENTS
7, SANITARY SEWER IMPROVEMENTS
o
o 8. RELOCATION OF EXISTING UTILITIES.
9. WATER SYSTEM IMPROVEMENTS
z
10, OFF SITE DRAINAGE
11 . SIGNALIZATION
12, PUBLIC TRANSIT FACILITIES
STATION 75+00
STAT~O, ~45+00 S~AnO, ~58+00 ~,8,9, 10 |
--MAP 4 - PROPOSED IMPROVEMENTS ....
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. The annexed copy of the minutes of a meeting held on the
llth day of October, 1993, is a true, correct and compared copy of
the whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Ordinance No. 3177 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 18th day of October, 1994.
No. 12 (f)
SECTION 2. All ordinances or parts of ordinances in
conflict herewith be and the same are hereby repealed.
SECTION 3. This Ordinance being for a public purpose and
for the welfare of the citizens of the city of s%nford, Florida,
shall be liberally construed to effectuate the purposes thereof.
SECTION 4. If any section, subsection, sentence, clause or
provision of this Ordinance is held invalid, the remainder Of this
Ordinance shall not be affected by such invalidity.
SECTION 5. It is the intention of the City Commission, and
it is hereby ordained that the provisions of this Ordinance shall
become and be made a part Of the code of the city of Sanford. The
sections of this Ordinance may be renumbered or relettered to
an
accomplish such intention, and the word "ordin ce" may be changed
to "Section," "Article," or other appropriate word.
Passed on first reading on th~7~day of~993.
pssse. em second .rid fire. 1 reading on the/A day
AS THE CITY COMMISSION OF THE CITY
OF SANFORD, FLORIDA
ATTEST:
3
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. The annexed copy of the minutes of a meeting held on the
25th day of July, 1994, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 1694 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 approvedbythe proper officer or officers and is on file
and of record.
DATED this 18th day of October, 1994.
(SEAL)
No. 12(g)
S 0 , , 1994.
CITY OF SANFORD, FLORIDA
(SEAL) By: ~x//M ~, ? ,x~
ormmissionee.r,~.
Co~issioner
~lssloner
AS ~ CI~ CO~ISSION OF ~
CI~ OF SMOg, F~RIDA
RSSOLUTZON 90-X-.213 SEHZNO . COUNT , X O ZDn
~E FOllOWING RESOLUTION WAS ADOPTED BY TH~
BO~D OF COUNTY CO~I88IONER8 OF SEMINOLE
COUNTY~ FLORIDA, AT THEIR REGULARLY SChEDUleD
MEETING OF JULY 10T~, 1999.
W~EREAS. seminole Count~ iea political subdivision of
the S~ste of Florida which has adopted a Home Rule Charter;
W~EREAS, ~ursuunt to Section 163.410, [lorida Statutes
(1989], Seminole County m~y delegate to the governing bodie~ of
m~:r',i~pd!Itics within Seminole Count~, the exercise o[ such ~owers
c~e~red ~pon Seminole countv b~ Part III, Chapter 163, Florida
S~tes ~i98~, as Seminole County ma~ ~eem appropriate; and
~ER[AS, Section 163.410, [~orida Statutes (19~9)
;..~ ~' its such ~ delegation to be made subject to such conditions
]:,-~l~e . .?~ Seminole CoUnty may impose; and
WH~.REAG, the City of Sanford, a Florida municipel
ccrpor'ation, has requested that Seminole County delegate to
C'i~" of Sanford, pursuant to Section 163 410, Florida S~tute3
~ 1989~ . ~:he right and authority to exercise certa:n
conlerre~ upon Seminole County by Part III, Chapter 163, Florida
't;~?'~tes (1989), such powers to specifically include the power to
create a community Redevelopment Agency as part of the municipal
,:'?~ri~_c L. edyor taxing authority, together with all of the r~eces:
! 1¥ ~?i.~rtenant responslb~ [ lt~es, rights and authority as
'-'.-~ ni~'~.~ bc.L~y serving as a Community Redevelopment Agency under
Pa,% ILl, Chapter 163, ~'lorida Statutes (1989).
CERTIFIED COPY
~ARYANNE
No. 13~a)
:',:=':: NOW THE~EFO~E~ BE IT RE2OLVED BY THE BOARD OF COUNTY COMMIS2IONERS
OF SEMiMOL~;~0UNTY~
~t, pursuant to Section 163.410, Florida Statutes :
(1989), the Board of County Commissioners of Seminole County,
Florida, acting for and on the behalf of Seminole County, Florida,
hereby delegates to the City of Sanford such authority, rights, and
respoDsibilitiee conferred upon Seminole County pursuant to Part
III, Chapter 163, Florida Statutes (1989), in order to create and"
establish a Community Redevelopment Agency within its municipal
boundaries subject to the conditions and limitations set forth
herein.
BE IT FURTMER RESOLVED, that the above delegation is
to the £ono. ng conditio.s:
(a) In accordance with Section 163.410, Florida StatuteS:
(1989), this delegation" ... shall confer only such powers ... as
shall be specifically enumerated in [this] ... delegating resolu-
t i on."
(b) The power delegated herein is the authority to
create a Community Redevelopment Agency relating only to the
property (the "Community Development Area") described in Exhibit
"A" hereto (hereinafter referred to as "Seminole Properties") which
properticsji:~elate to a proposed multi-use Development of Regional
:.li:T!:.:.
Impact shopping mall development ("Seminole Towns Center") on the
213.7J: acres of property located in Northwestern Seminole County.
(c) No seminole County tax revenues, equivalent
revenues, Or any other bounty funds of any kind shall be used in
any way to fund the Community Redevelopment Agency created by the
2
~y C~r~: .:;..' :
City of Sanford nor any of said Agency's programs or projects. The
City of Sanford nay pledge its revenues to the Agency, but in no !,~,~"
event shai!:?pledge or assert any interest An any seminoie County
revenues or funds.
(d) If the City of Sanford has not created and estab-
iished the Community Redevelopmerit Agency on or before June 30,
1994; then the deiegation set forth in this Resoiution shai1 be
deemed terminated and shall be of no further force or effect,
(el If the deveIopment order for the aforementioned
Deveiopment of Regionai impact is not finai pursuant to Section
380.06, Fiorida Statutes (1989), on or before June 30f i99i,
including, but not iimited to# the required transportatiO~
improvements as set forth in Exhibit "B" hereto; then the deieg~
tion se~ forth ill this Resolution shaIi be of no further force or
effect.
(f~ Any proposed additional projects or any proposed
expansion of the Community Redeveiopment Area shai1 reguire that
the Cjt~ of Sanford seek and reguest an additional delegating
resoiution from Seminole County and, to that end, this deiegating
resoiution shaI1 not be deemed or construed, in any way, as a
general delegation by Seminole County nor a pledge of any Seminole
County fun~8or reven~es to.be used by the Community Redevelopment
Agency or within the Community Redeveiopment District.
(g) Neither the City o£ Sanford nor t~e community
Redeveiopment Agency sh~'ii contest or chaiIenge any provision, term
or condition of t~is ResoIution.
3
'~.~..~'T ' '- ' '
!:: (b) The City Of Sanford shall hold harmless and
for and against any losses or elalms of any
type or naive whatsoever resulting in any way from the creation of
the Community Redevelopmerit ~genoy and all activities of any type
or nature o~ or by the Com~unity Redevelop~ent ~gency.
BS IT ~UR~SR RS$OT.~SD, that any action by the City of
San~ord o~ the contemplated Community Redevelopmerit Agency in
conflict wlth the limitations and requirements stated herein shall
immediately revoke and rescind the authorlzation and delegation to
the ~ull extent made in this ReBolutlon.
BS I~ ~URT~SR RSSO~VSD, tha~ if e Community Redevelopmerit
Agency ls c~eated by the City Commission of the City o£ Sanford
regardless of whether o~ not said City Commission acts as th~
governing body or the Community Redevelopment Agency, and
ter such the Community Redevelopmerit Agency, on or before Decembe~
31, 1994, designates Seminole Properties as a Community Redevel-
opment Area, then the Community Redevelopmerit ~gency ~ay issue
redevelopmerit ~evenue bonds with te~ms o~ up to 15 years on or ':
before December 31~ 1995, purSUant to Section 163.385, Florida
Statute~ (1989). Said bonds shall be issued to acoo~pltsh up to
SIX MILD~ TIIREE :iUNDRED THOUSAND AND NO/100 DOLLARS
This authorization and the delegation set forth in this Resolution
~hall explze on January 1, 1995, if at least 51% o~ the Seminole
n~opeztles has not been,'designated by the Community Redevelopment
Agency as a Community Redevelopment Area p~io~ to January 1, 1995,
4
~ TO: ~ 21, i990 ll:~6AM ~552 P.06 ?
~' M:Citg Cl~k
and further shall expire on January 1, 1996, if said Community
Redevelopmerit Area has not issued redevelopment revenue bonds, as
contemplated above, prior to January 1, 1996.
DE IT FURTHER RESOLVED that this delegation is made at
the request of the City of Sanford and shall not be construed to
represent any required finding or action under chapter 163, Florida
Statutes (1989), (except as to Seminole County's consent that the
City of Sanford may Create a Community Redevelopment Age~cy
pursuant to the terms and conditions hereof) relative to the
creation of community redevelopment agencies or areas.
BE IT ~URTHER RESOLVED that if any clause, paragraph,
provision, sentence, term, condition or part of this Resolution is
found to be invalid, inoperable, unconstitutional, unenforceable or
cthc, r>'~se contrary to law; then this entire Resolution shaii
no i. i'e, effect or meaning and, to that end, this Reeolutj. en
ADOPTED this lOth day of July, 1990.
BOARD OF COUN'fY COMMiSSIONeRS
ATTES I: SEMINOLE COUNTY, FLORIDA
SAND~ S. GLENN,
~: to the Board of
t>_,. / commissioners of
Sea .:~ole County, Florida
RAM/q<3
!~%/0~,, 90
RESOLUTION NO. 93-R-18~ SEMINOLE COUNTY, FLORIDA
THE FOLLOWING RESOLUTION WAS ADOPTED BY THE
DOARD OF COUNTY COMMISSIONERS OF SEMINOLE
COUNTYs FLORIDAs AT THEIR REGULARLY SCHEDULED
HEETING OF JUNE 8, 1993.
WHEREAS, Seminole County is a political subdivision of the
State of Florida which has adopted a Home Rule Charte~; and
WHEREAS, pursuant to Section 163.410, Florida Statutes (1991),
Seminole County may delegate to the governing bodies of municipali-
ties within Seminole County, the exercise of such powers conferred
upon Seminole County by Part III, Chapter 163, Florida Statutes
(1991), as Seminole County may deem appropriate; and
WHEREAS, Section 163.410, Florida .Statutes (1991), permits
such a delegation to be made subject to such conditions and
limitations as Seminole County may impose; and
WHEREAS, the City of Sanford, a Florida municipal corporation,
previously requested that Seminole County delegate to the City of
Sanford, the right and authority to exercise certain powers
conferred upon Seminole County such powers specifically including
the power to create a Community Redevelopment Agency as part of the
municipal public body or taxing authority, together with all of the
necessarily appurtenant responsibilities, rights and authority as
a governing body serving as a Community Redevelopment Agency; and
wuEREAS, such delegation occurred by means of the adoption of
Resolution Number 90-R-213 by the Board of County Commissioners of
Seminole County on July 10, 1990; and
w~EREAS, the City of Sanford has requested Seminole County to
modify the delegation in certain limited Ways which includes the
CERTIFIED COPY
1 MARYANNE MORSE No. 13 (b)
CLERK OF CIRCUIT COURT
8:E~.~~DA
expansion of the delegation to the City in order that the city may
incorporate recently ~annexed lands into the jurisdictional
boundaries of the Community Redevelopment Agency.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMmiSSIONERS
OF SEMINOLE COUNTY, FLORIDA,
That, pUrsUant to Section 163,410, Florida Statu~es (1991),
the Board of County Commissioners of Seminole County, Florida,
acting for and on the behalf of Seminole County, Florida, hereby
modifies, to a limited extent, the delegation of power made to the
city of Sanford delegating such authority, rights, and responsibil-
ities conferred upon Seminole County pursuant to Part III, Chapter
163, Florida Statutes (1991), in order for the City of Sanford to
create and establish a Community Redevelopment Agency within its
municipal boundaries subject to the conditions and limitations set
forth herein; provided, however, that all matters set forth in
Resolution Number 90-R-213 shall continue in full force and effect
except as specifically modified herein.
BE IT FURTHER RESOLVED, that the delegation o[ authority set
forth in Resolution Number 90-R-213 is modified only in the
following ways:
(a) The delegation shall relate to that certain real property
described in Exhibit "A" attached hereto and made a part hereof.
(b) The Redevelopment Agency established by the City of
Sanford pursuant to the provisions of Resolution Number 90-R-213
may, on or before December 31, 1995, pursuant to Section 163.385,
Florida statutes (1991), issue redevelopment revenue bonds in an
amount not to exceed $10,000,000.00 in lleu of the $6,285,157.00
figure set forth in Exhibit "C" to Resolution Number 90-R-213 and
the $6,300,000.00 figure set forth at Page 4 of said Resolution.
Furthermore, said bond~ may be issued with terms of up to twenty
(20) years from date of issuance.
(c) The above modifications are subject to and conditional
upon neither the City of Sanford nor the Community Redevelopment
Agency contesting or challenging any provision, term or condition
of this Resolution and Resolution Number 90-R-213.
BE IT FURTHER RESOLVED that this delegation modification is
made at the request of the City of Sanford and shall not be
construed to represent any required finding or action under Chapter
163, Florida Statutes (1991), (except as to Seminole County's
consent that the City of Sanford may create a Community Redevelop-
ment Agency pursuant to the terms and conditions of Resolution
Number 90-R-213 and hereof) relative to the creation of community
redevelopment agencies or areas.
BE IT FURTHER RESOLVED that if any clause, paragraph,
provision, sentence, term, condition orpart of this Resolution is
found to be invalid, inoperable, unconstitutional, unenforceable or
otherwise contrary to law; then this entire Resolution shall be of
no force, effect or meaning and, to that end, this Resolution is
non-severable.
ADOPTED this 8th day of June, 1993.
BOARD OF COUNTY COMMISSIONERS
ATTEST: SEMINOLE COUNTY, FLORIDA
SBfoard of Dick Van Der Weide, Vice Chairman
County Commissioners of
Seminole County, Florida
LNG/gg
5/18/93
EXHIBIT A
LEGAL DESCRIPTION
The Community Redevelopment Area contains approximately :318.2 acres of land and Is generally located
at the 8outbeast comer of the I-4 and S.R. 46 interchange, approximately 4 miles west of downtown Sanford.
The Legal Description of said Community Redevelopment A,'sa is as follows:
Portions of Sections ~9 and :32° Township 19 South, Range ~0 East, 8emlnole County, Rorida, described
as follows:
Commence at the North 1/4 comer of said Section 32 and run S 89'47'35' W along the North llne of said
Section 32 for a distance of 25.00 feet to the Point of Beginning; thence run S 00° 19'43' E parallel with and
25.00 feet West of the East line of the Northwest 1/4 of said Section 32 for a distance of 756.31 feet to the
paint of curvature of a curve concave Easterly, having a radius of 386.67 feet and a central angle of
29'00'00'; thence run Southerly along the arc of said curve for a distance of 195.71 feet; thence run S
29' 19'43' E for a distance of 115.39 feet to the point of cuwatura of a curve concave Westerly, having'a
radius of 690.00 feet and a central angle of 49°21'20'; thence run Southerly along the arc of said curve for
a distance of 594.386 feet to a point on said curve, said point also being the Northeast comer of Lot 3 Pine
Lake Groves, as recorded In Plat Book 9, Page 27 of the Public Records of Seminole County, Rorida; thence
run S 22'07'05' W along the East line of said Lot 3 for a distance of 194.73 feet to the point of curvature
of a curve concave Southeasterly having a radius of 1030.36 feet and a central angle of 23'02'00'; thence
run Southwesterly along the arc of said curve and said East line for a distance of 414.21 feet; thence run
S 00°54'55' E for a distance of 441.20 feet to apolnt 25.00 feet Westedy of the Southeast comer of the
Northwest 1/4 of said Section 32; thence run S 89 ' 50'40' W along the South line of said Northwest 1/4 for
a distance of 2260. f2 feet to the Eastedy Right-of-Way line of Interstate 4; thence run N 23'52'59' E along"
said Right-of-Way line for a distance of 5,224.00 feet; thence run S 86°52'56- E along said Right-of-Way line
for a distance of 99.02 feet, thence run S 00° 15'36" E along said Right-of-way llne for a distance of 83.29
feet; thence run S 86°52'56' E along said Right-of-Way line for a distance of 21.44 feet; thence run S
00° 15'36' E along the Westedy Right-of Way line of Oregon Avenue (sald line Avenue being 25.00 feet West
qf and parallel with the East line of the Southwest 1/4 of said Section 29) for a distance of 2036.44 feet to
the Point of Beginning. Less a 100.00 foot Railroad RIght-of-Way In Section 32, Township 19 South, Range
30 East.
AND
Commence at the South 1/4 comer said of Section 29 end run N 89°47'58" E along the South line of said
Section 29 for a distance of 25.00 feet to the Point of Beginning; thence run N 00° 15'36' W along the East
Right-of-Way llne of Oregon Avenue (said line being 25.00 feet East of and parallel with the West line of the
Southeast 1/4 of said Section 29) for a distance of 2040.51 feet; thence run N 89°44'24- E along a
non-radial line and the Easte~y Right-of-Way line of Interstate 4 and Oregon Avenue for a distance of 28.60
feet to a point on a curve concave Easterly, having a radius of 1382.39 feet, a central angle of 21 *46'05'
and a chord bearing of N 10°51'07' E; thence run Northerly along the arc of said curve and said
RIght-of-Way line for a distance of 525.20 feet to a point on said curve; thence run S 73'57'32' E along a
non-radial line and the Eastedy line of lands described In Official Record Book 1807, Page 117 of the Public
Records of Seminole County, Florida for a distance of 212,69 feet; thence run the following courses along
said Eastedy line: N 87°42'28- E for a distance of 403.86 feet N 39'12'28' E fore distance of 226.39 feet;
N 01 °32'33' W for a distance of 147.58 feet; N 49°53'19' W for a distance of 129.71 feet; thence leaving
said llne run N 15'57'29' E for a distance of 372.62 feet; thence run N 49°53'19" W for a distance of 180.00
to the said Easterly Right-of-Way line of Interstate 4 and Oregon Avenue; thence run N 40'06'41' E along
said Right-of-Way line for a distance of 133.40 feet to the point'of curvature of a curve concave
So~heastedy, having e radius of 189.85 feet and a central angle of 49'38'40"; thence run Northeasterly
along the am of said curve and said Right-of-Way line for a distance of 164.50 feet; thence run N 89'45'21'
E along said RIght-of-Way line for a distance of 9.59 feet; thence run S 00' 14'39' E along the West line of
lands described In Official Record Book 1613, Page 106 of the Public Records of Semlnde County, Rodda
for a distance of 159.80 feet; thence run N 89'45'21' E along the South line of said lands for a distance of
150,00 feet; thence run N 00' 14'39' W along the East line of said lands and a non-radial fine for a distance
of 169.80 feet to a point on a curve concave Northwesterly, having a radius of 112.00 feel a central angle
of 51 '43'46' and a chord bearing of N 39'30'00' E; thence run Northeasterly along the ~rc of said curve
and said Eastedy RIght-of-Way line for a distance of 101.12 feet to a point on said curve; thence run N
89'30'17' E along the Southerly Right-of-Way line of State Road 46 for a distance of 74.97 feet to the point
of curvature of a curve concave Northerly, having a radius of 2010.08 feet and a central angle of 00'34'12';
thence run Eastedy along the arc of said curve and said Southerly Right-of-Way line for a distance of 20.00
feet to a polnt on said curve; thence run S 00°16'35- E along the East llne of the Southwest 1/4 of the
Northeast 1/4 of said Section 29 for a distance of 255.40 feet; thence run N 89'45'21' E for a distance of
30.00 feet; thence run S 00° 16'35" E parallel with and 30.00 feet Eastedy of said East line of the Southwest
1/4 of the Northeast 1/4 for a distance of 328.03 feet; thence run S 89'34'42' W along the South line of
the North 2218.00 feet of said Section 29 for a distance of 30.50 feet; thence run S 00' 16'35' E along said
East line of the Southwest 1/4 of the Northeast 1/4 for a distance of 419.69 feet to the Southeast comer
of said Southwest 1/4 of the Northeast 1/4 of sald Section 29; thence run S 00 ' 17'42' E along the East line
of the West 1/2 of the Southeast 1/4 of said Section 29 for a distance of 2640.32 feet to the Southeast
corner thereof; thence run S 89°47'58" W along the South line of said Section 29 for a distance of 1295.73
feet to the Point of Beginning.
Together contalnlng 213.703 acres more or less end being subject to any rights-of-way, restriction and
easements of record.
AND
Portions of the East 1/2 of the Southeast 1/4 and the Southeast 1/4 of the Northeast 1/4 of Section 29,
Township 19 South, Range 30 East, Seminole County, Rorida, described as fallows:
Commence at the Southeast comer of Section 29, Township 19 South, Range 30 East, Semlnde County,
Rorlda and run S 89°47'58' W along the South line of the Southeast 1/4 of said Section 29 for 8 distance
of 1320.73 feet; then run N 00° 17'42' W along the West line of the East 1/2 of the Southeast 1/4 of said
Section 29 for a distance of 1109.19 feet to the POINT OF BEGINNING; thence continue N 00°17'42' W
along said West line for 1531.13 feet to the Southwest comer of the Southeast 1/4 of the Northeast 1/4 of
said Section 29; thence run N 00' 16'35' W along the West line of said Southeast 1/4 of the Northeast I/4
for a distance of 419.69 feet; thence run N 89' 34'41' E along the South line of the North 2218.00 feet of said
Section 29 for a distance of 30.00 feet; thence run N 00'61 '35' W for a distance of 93.42 feet to a point on
e curve coneave Southeasterly having a radius of 710.00 feet and a chord bearing of N 03'34'08' E; thence
run Northeasterly along the arc of said curve through a central angle of 09'21 '64' for a distance of 116.05
feet to a point of reverse curvature of a curve concave Westady having 8 radius of 590.00 feet; thence run
Northerly along the arc of said curve through a central angle of 38'31'40' for a distance of 396.74 feet;
thence run N 00° 16'35' W for a distance of 8.03 feet to a point of curvature of a curve concave
Southwesterly having a radius of 30.00 feet; thence run Northwesterly along the arc of said curve through
a central angle of 96° 12'36' for a distance of 50.38 feet to a point on the Southerly Right-of-Way line o~
State Road 46 and the point of cusp of a curve concave Northerly having a radius of 2010.08 feet; thence
run Eastedy along the arc of said curve and said Right-of-Way line through a central angle of 01 '51'32' for
a distance of 65.22 feet; thence run N 81 '39'17' E along sald RIght-of-Way line for a distance of 115.47 feet
to a point of cusp of e curve concave Southerly having a radius of 30.00 feet; thence run Southwesterly
along the arc of said curve through a central angle of 81 °55'52' feet for a distance of 42.90 feet; thence run
S 00 · 16'35' E for a distance of 32.46 feet to a point of curvature of a Curve concave Westedy having a
radius of 710.00 feet; thence mn Southwesterly along the am of Bid curve through a central angle of
38° ~1'40" for a distance of 477.4.t fee.t. to a point of reverse curvature of a curve concave Southeestedy
having a radius of 590.00 feet; thence run Southwesterly along the arc of said curve through a central angle
of 38°31'40' for a distance of 396.74 feet: thence run S 00' 16'35' E parallel with and 60.00 feet East of the
aforesaid West line of the Sonthe°st 1/4 of the Northeast 1/4 for a distance of 167.20 feet; thence run S
00' 17'42" E parallel with and 60.00 feet East of the aforesaid West line of the East 1/2 of the Southeast 1/4
for a distance of 1179.55 feet to a point of curvature of a curve concave Westedy having a radius of 1060.00
feet; thence run along the am of said curve through a central angle of 19°22'12· for a distance of 358.36
feet to the POINT OF BEGINNING.
Containing 4.426 acres more or less and being subject to any fights.of-way, restrictions and eesaments of
record.
AND
A parcel of land lying in the Northwest quarter of the Northeast quarter of Section 32, Township 19 South,
Range 30 East. less the West 25.00 feet, lying Northwesterly of the proposed Northwest fight-of-way line of
Town° Center Boulevard said parcel being described as follows:
Commence at the North quarter comer of said Section 32 for a point of reference; thence, along the North
line of said Northeast quarter, run North 89°47'58' East, 25.00 feet to the point of beginning; thence, along
said North line, continue North 89'47'58' East, 97.68 to a po!nt lying on the aforesaid proposed
northwesterly right-of-way line of Town° Center Boulevard, said point also lying on a non-tangent curve
concave Southeasterly; thence run Southwesterly. along said proposed Northweeteriy right-of-way line and
said curve. having a radius length of 2050.00 feet, a central angle of 06° 13'38", an arc length of 222.81 feet,
a chord length of 222.70 feet, and a chord be°ring of South 25'41'17" West to a point lying on the East
right-of-way line of South Oregon Avenue, according to the plat thereof, as recorded In Plat Book 5, Page
29 of the public records of Seminole County, Rotida; thence, along said east fight-of-way line, run North
OO° 19'43" West, 200.35 feet to the POINT OF BEGINNING.
The above described parcd of land lies in Seminole County, Rorida and contains 0.214 acres, more or less.
AND
That part of Oregon Avenue lying in Section 29, Township 19 South. Range 3Q East. Seminole County,
Rorida, described as follows:
Begin at the South 1/4 corner of Section 29, Township 19 South, Range 30 East and run S 8,9°47'35' W
along the South line of the Southwest 1/4 of said Sect[on 29 for 8 distance of 26.00 feet; thence run N
00°15'36° W para[iel with 8nd 25.00 feet West of the East (in° of said Southwest 1/4 for a distance of
2036.44 feet; thence run N 85°08'28" E for a distance of 50.16 feet; thence run S 00°15'36" E pamllal with
and 25.00 feet East of the West line of the Southeast 1/4 of said Section 29 for a distance of 2040.51 feet;
thence run S 89°47'55" W along the South line of said Southeast 1/4 for a distance of 25.00 feet to the
POINT OF BEGINNING, containing 2.340 acres morn or less.
AND
Commence at the Southeast corner of the Northeast 1/4 of the Southwest 1/4 of Section 20, Township 19
South, Range 30 East and run N 00 °13'15" W along the East line of the Southwest 1/4 of said Section 29,
855.00 feet; thence run S 89°49'07' W 25.00 feet to the POINT OF BEGINNING; thence continue S
89°49'07" W 99.40 feet to a point on the Eastedy Right-of-Way line of State Road 400 (interstate 4), thence
run N 23 ° 53'14' E along said Eastedy Right-of-Way line 243.35 feet; .thence run S 00° 13'15' E 222.19 feet
to th.e POINT OF BEGINNING, all lying and being In Semlnde County, Rorlda, containing 0.250 acres more
or less.
AND
That part of Section 29, Township 19 South, Range 30 East, Seminole County, Rodda, described as follows:
Commence at the South 1/4 comer of Section 29, Township 19 South, Range 30 East and mn S 89'47'86'
W along the South line of the Southwest 1/4 of said Section 29 for a distance of 25.00 feet; thence run N
00'15'36' W parallel with and 25.00 feet West of the East llne of said Southwest 1/4 for a distance of
2036.44 feet to the POINT OF BEGINNING; thence run N 86°52'56- W along a Right-of-Way line as shown
on Rorida Department of Transportation RIght-of-Way Maps for Interstate 4 (Sections 7716-401 and 7911-
401) for a distance of 21.44 feet thence run N 00'15'86' W along said Right-of-Way line for a distance of
83.29 feet; thence run N 86°52'56- W along said RIght-of-Way line for a distance of 99.02 feet; thence run
N 23°52'59' E along sald Right-of-Way line of Interstate 4 for a distance of 52.54 feet; thence run N
B9°46'46' E along the South line of that pareel of land described In Official Record Book 2123, Page 0050
of the Public Records of Seminole County, Florida for a distance of 98.76 feet; thence run N 00° 15'36' W
along the East line of said parcel for a distance of 220.40 feet; thence run N 23°52'59" E along the
aforementioned Right-of-Way line of Interstate 4 for a distance of 217.04 feet; thence run S 66'07'01' E for
a distance of 99.04 feet to the Southwest corner of that pared of land described In Official Record Book
1807, Pages 117 of said Public Records, said comer being on a non-tangent curve concave Southeasterly,
having a radius of 1382.39 feet, a central angle of 21 '45'50' and a chord bearing of S 10°50'50' W; thence
run Southwesterly along the arc of said curve and the aforesaid Right-of-Way line shown on Rorlda
Department of Transportation Right-of-Way Maps for Interstate 4 for a distance of 525.10 feet to a point of
non-tangency; thence run S 89'44'24' W along said RIght-of-Way line for a distance of 28.60 feet; thence
run S 85'08'28' W for a distance of 50.16 feet to the POINT OF BEGINNING, containing 1.413 acres more
or less.
The following existing or planned public road rights-of-ways:
1. That portion of Interstate 4 from Station 616+00 (approximately 3800 feet south of State Road 46)
to Station 676+00 (approximately 2200 feet north of State Road 46) as per plans prepared by Gralner
Engineering for Seminole County Expressway Authority dated January, 1993.
2. That portion of State Road 46 from Station 73+00 (west of the on-ramp to westbound Interstate 4)
to Station 132 + 98 (approximately 600 feet east of Upsala Road) as per FDOT 1969 construction plans
for westbound State Road 46.
3. That certain 110 foot wide right-of-way for a four lane divided connector road (the 'East-West
Connector) between Station 10+00 (canrecline of Towne Center Boulevard (rsallgned Oregon
Avenue)) to Station 22 + 64.27 (centedlne of Rinehart Road) as per plans by Professional Englneerlng
Consultants, Inc. dated February, 1983, described as follows:
A parcel of land lying In the Southeast Quarter of Section 29, Township 19 South, Range 30 East,
described as follows:
Commence at the Northeast comer of said Southeast Quarter for a point of reference; thence, along
the East line of said Southeast Quarter, run South 98°19'47' East, 1114.26 feet; thence run South
89°40'29" West, 124.80 feet to a point lying on e non-tangent curve concave Southwesterly, said
point being the point of beginning; thence run northwesterly, along said curve, having a radius length
of 25.00 feet, a central angle of 90°00'00', an arc length of 39.27 feet, a chord length of 35.56 feet,
and a chord bearing of North 45° 19'31" West to the point of tangency; thence run South 89'40'29'
bearing of South 85'55'12' East to the point of tangency; thence run North 89°40'29· East, 79.02
feet to the point of curvature of a curve concave Southwesterly; thence run Southeasterly, along said
curve, having a radius length of 25.00 feet, a central angle of 31 ' 19'56', an arc length of 13.67 feet,
a chord length of 13.50 feet, and a chord bearing of South 74°39'33" East to the point of beglnnlng.
The above described parcd of land lies In the CIty of Sanford, Seminole County. Rodda and airks
0.925 acres, more or less.
4. That portion of RInehart Road between Stations 86 +00 and 98 + 00 and also between Stations 145 +98
and 158+00 per plans prepared by Grace & Radcllff dated November, 1992. The foregoing areas
describe the proposed intersections of the East-West Connector and RInehart Road as well as the
Intersection of Towne Center Boulevard (reallgned Oregon Avenue) and Rinehart Road.
5. That portion of Oregon Avenue from Station 6+42 to Station 28+76.60 along relocatlon No. I, per
plans prepared by Reynolds, Smith & Hills for FDOT dated fiscal year 1958. The foregoing area
describes existing Oregon Avenue from State Road 46 to Its proposed terminus.
6. Proposed Towne Center Boulevard from Its proposed Intersection wIth State Road 46 to Its proposed
Intersection with RInehart Road, described as follows:
A parcel of land lying in Sections 29 and 32° Township 19 South, Range 30 East, described as
follows:
Commence at the Southwest comer of said Northeast Quarter of said Section 32 for a paint of
reference; thence. along the West line of sald Southeast Quarter of said Section 32, run South
00°19'43" East, 19.70 feet to a point on the Northwesterly right-of-way line of RInehart Road
according to Seminole County 'Plans of Proposed Right-of-Way" as record In RIght-Of-Way Book 2,
Page 97 of the public records of Seminole County. Rodda; thence along the Northwesterly
right-of-way line, run South 68°48'05' West, 14.75 feet to the point of beginning; thence run North
00'21'34' West, 25.00 feet; thence run North 20'45'23" West 125.79 feet to the point of curvature
of a curve concave Easterly; thence run Northerly along said curve, having a radius length of 725.00
feet, a central angle of 38°24'53', an arc length of 486.08 feet, a chord length of 477.03 feet, and a
chord bearing of North 01 °35'57' West; thence run North 17'36'30" East, 497.49 feet to the point
of curvature of a curve concave Westerly; thence run Northerly, along sald curve, having a radius
length of 640.00 feet, a central angle of 41°15'14', an arc length of 460.81 feet, a chord length of
450.92 feet and a chord bearing of North 03°01'07' West; thence run North 28'38'44' West, 100.00
feet to the point of curvature of a curve concave Northeasterly; thence run Northwesterly, along said
curve having a radius length of 1050.00 feet, a central angle of 22°35'40', an arc length'of 414.07
feet, a chord length of 411.39 feet, and a chord bearing of North 12'20'55' West; thence run,
non-tangent to said curve, North 46°25'56' West, 16.77 feet to a point lying on a non-tangent curve
concave Easterly; thence run Northerly, along sald curve, having a radius length of 1062.00 feet. a
central angle of 18'54'30', an arc length of 350.47 feet. a chord length of 348.89 feet, and a chord
beadng of North 09'02'18" East; thence run, non-tangent to said curve, North 32°20'04' East, 55.94
feet to a point lying on a non-tangent curve concave Southeasterly; thence run Northeasterly, along
said curve, having a radius length of 2050.00 feet, a central angle of 12°47'08', an arc length of
457.46 feet, a chord length of 456.51 feet, and a chord bearing of North 28°06'43' East to a point of
compound curvature of a curve concave Southeasterly; thence run Northeasterly, along said curve,
having a radius length of 1400.00 feet, a central angle of 19°21'48', an arc length of 473.13 feet, a
chord length of 470.89 feet, and a chord bearing of North 44° 11 '11' East; thence run North 55'52'05'
East, 529.91 feet to the point of curvature of a curve concave Northwesterly; thence run Northeasterly,
along said curve, having a radius length of 550.00 feet, a central angle of 32°52'36', an arc length
of 372.98 feet, a chord length of 367.88 feet and e chord beadng 0f North 37°25'47' East to the point
O0+g"~. NOIIVIS
CERTIFICATE OF TRUSTEE, REGISTRAR AND PAYING AGENT
AS Trustee, Registrar and Paying Agent under Resolution No.
93-2, adopted by the Community Redevelopment Agency of the City of
Sanford, Florida (the "Agency") on September 27, 1993, as amended
and supplemented (the "Resolution"), securing the following
described obligations (the "Bonds") of the Agency:
Not to exceed $2,800,000 Community Redevelopment Agency
of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B, consisting Of one fully
registered Bond, dated October 18, 1994, bearing interest
at the rate of 9%, payable December 1 of each year, and
maturing on December 1, 2011.
(1) First Union National Bank of Florida hereby accepts the
duties and obligations of Trustee, Registrar and Paying Agent for
the Bonds and agrees to perform the duties of Trustee, Registrar
and Paying Agent as required under the terms of the Resolution.
(2) Karen Reed did, by manual execution of
the Certificate of Authentication, duly authenticate the Bonds on
behalf of First Union National'Bank of Florida, and such person was
at the time of signing said Bonds and still is an officer of the
undersigned and was duly authorized to authenticate the Bonds, as
evidenced by Exhibit A attached hereto.
(3) First Union National Bank of Florida is a national
banking association, validly existing and in good standing under
the laws of the United States of America and is duly authorized to
exercise trust powers in the State of Florida.
(4) First Union National Bank of Florida has all requisite
authority, power, licenses, permits and franchises, and has full
corporate power and legal authority to execute and perform its
functions under the Resolution.
(5) The performance by First Union National Bank of Florida
of its functions under the Resolution will not result in any
violation of the Articles of Association or Bylaws of the Bank, any
court order to which it is subject or any agreement, indenture or
other obligation or instrument to which it is a party or by which
it is bound, and no approval or other action by any governmental
authority or agency having supervisory authority over it is
required to be obtained by First Union National Bank of Florida in
order to perform its functions under the Resolution.
(6) There is no action, suit, proceeding or investigation at
law or in equity before any court, public board or body pending or,
to our knowledge, threatened against or affecting First Union
National Bank of Florida wherein an unfavorable decision, ruling Or
No. 14
finding on an issue raised by any party thereto is likely to
materially and adversely affect the ability of First Union National
Bank of Florida to perform its obligations under the Resolution.
Dated this 18th day of October, 1994.
(SEAL) FIRST UNION NATIONAL BANK OF
FLORIDA
ATTEST ~ By: ~/~ ~
's~d ~: Vice President
ItS: Assi ent
ARTICLE VIII
Section 8.2 Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies, and other instruments
or documents may be signed, executed, acknowledged, verified,
delivered or accepted in'behalf of the' Association by the
Chairman of the Board, or the President, or any Vice Chairman
of the Board, any Vice President or Assistant Vice President,
or the Secretary or Assistant Secretary, Cashier, or Assistant
Cashier, or, if in connection with the exercise of fiduciary
powers of the Association, by any of said officers or by any
Trust Officer or Assistant Trust Officer; provided, however,
that where required, any such instrument shall be attested by
one of said officers other than the officer executing such
instrument. Any such instruments may *also be executed,
acknowledged, verified, delivered, or accepted in behalf of the
Association in such other manner and by such other officers as
the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other
provision of these By-laws.
I, Keith D. Lembo, Senior Vice President and Secretary of First
Union National Bank of Florida, Jacksonville, Florida, hereby
certify that the foregoing is a true and correct copy of Article
VIII, Section 8.2 of the Bylaws of First Union National Bank of
Florida and I further certify that said Bylaws have not been
amended or rescinded and are still in full force-and effect.
Witness_~ signaZure and the seal of said Association this
day of ~,' ~.~.~f , 1990.
Keith D. Le~b0
Senior Vice President
and Secretary
SEAL
LAW OFRCE$
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite S00
Tallahassee, Florida 32301
(904) 222-8611
FAX: (904) 224-1544
October 6, 1994
Division of Bond Finance
of the State Board of Administration
P. O. Drawer 5318
Tallahassee, Florida 32399
Re: $2,800,000, Community Redevelopment Agency of the
City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994B
Gentlemen:
On behalf of our client, the Community Redevelopment Agency of
the City of Sanford, Florida, we hereby give notice pursuant to
Section 218.38(1)(a), Florida Statutes, of the approval of sale of
the referenced Bonds on July 25, 1994. Delivery of the Bonds is
scheduled for October 18, 1994.
Very truly yours,
Randall W. Hanna
RWH: js
*Not to exceed
No. 15 (a)
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND INFORMATION FORM
PART I. Issuer Information
1. Name of Governmental Unit Community RedeveloDment Agency
of the City of Sanford, Florida
2. Mailing Address P.O. Box 1788
3. City Sanford 4. County Seminole
5. Zip Code 32771-1788
6. Type of Issue
County Dependent Special District
City Independent Special District
Authority x Other Redevelopment A~encv
created by Chapter 163, Part
F1
III, orida Statutes
Part II. Bond Issue Information
1. Name of Issue Communitv Redevelopment Revenue Bonds,
Series 1994B
2. Amount Issued $ 2.800,000 3. Amount Authorized $ 2.800.000
4. Dated Date October 18, 1994 5. Sale Date Julv 25, 1994
6. Delivery Date October 18# 1994
7. Legal Authority for Issuance
Florida Statutes Chapter 163, Part III
Special Acts
Other Resolution No. 93-4. adopted 4/13/94
8. Type of Issue
General Obligation ~ Revenue
Special Assessment Special Obligation
9. Specific Revenue(s) Pledged (1) Primary Redevelopment Trust Fund Revenues
(2) Secondary
(3) Tertiary
(4) Other
10. Purpose(s) of the Issue
(1) Improvements in the RedeveloDment Area
(2)
(3)
Rev|sed9/90SM BF2003
No. 15 (b)
10a. If purpose is refunding, complete the following:
(1) For each issue refunded, list name of issue, dated date,
original par value of issue, and amount of par value
refunded.
(a) N/A
(b)
(c)
11. Type of Sale
Competitive Bid D Private Placement
Negotiated
12. Basis of Interest Rate Calculation Rate
Net Interest Cost Rate (NIC) 9.00%
True Interest Cost Rate (TIC)
DCanadian Interest Cost Rate (CIC)
Other
13. Insurance
14, Rating(s)
Moody's ~ Standard & Poor's
Other None
15, Financial Advisor or Consultant
Fishkind & Associates, Inc,
16. Bond Counsel
Bryant, Miller and Olive. P,A,
17, Lead Managing Underwriter
Purchaser: Seminole Towne Center Limited Partnership
18, Paying Agent
First Union National Bank of Florida
19, Registrar
First Union National Bank of Florida
21. Optional Redemption Provisions
Bonds are subiect to oDtional redemption at any time prior to
maturity in whole or in Dart, from anv available funds, at
100% of the Drincipal amount of the Bonds to be redeemed, plus
accrued interest to the date fixed for redemption.
22. Comments:
Part III. Respondent Information
1. Name Brvant, Miller and Olive, P.A. (Hanna)
Title Bond Counsel
Phone 904/222-8611
Date Report Submitted October 18, 1994
Part IV. Please return completed form along with Final Official
Statement, if any, to: An Official Statement was not
prepared for this issue.
Regular Mail Address Only:
State Board of Administration
Division of Bond Finance
Post Office Drawer 5318
Tallahassee, Florida 32314-5318
Federal Express or Certified Mail, etc. to:
State Board of Administration
Division of Bond Finance
502 North Adams Street
Tallahassee, Florida 32301
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND DISCLOSURE FORM - NEGOTIATED SALE
Disclosure form for units of local government for bonds sold by
negotiated sale as required by Section 218.38(1)(c)1, Florida
Statutes, as amended in 1982. This form must be completed and
returned to the Division within 120 days after the delivery of the
bonds.
1. Title of unit of local government: Communitv RedeveloDment
Aqency of the City of Sanford, Florida
2. Mailing Address: P.O. Box 1788
Sanford, Florida 32771-1788
3. Name of bond issue: Community RedeveloDment Revenue
Bonds, Series 1994B
4. Amount issued: $2,800,000
5. Dated date: 10/18/94 6. Delivery date 10/18/94
7. Name and address of the managing underwriter connected with
bond issue:
Purchaser: Seminole Towne Center Limited Partnership
P. O. Box 7033
Indianapolis, Indiana 46207
8. Name and address of any attorney or financial consultant who
advised the unit of local government with respect to the bond
issue:
(1) Stenstrom, McIntosh# Julian, Colbert, et al.
P.O. Box 4848
Sanford, Florida 32771-4848
(2) Bryant, Miller and Olive, P.A.
201 South Monroe Street, Suite 500
Tallahassee, Florida 32301
(3) Fishkind & Associates, Inc.
12424 Research Parkway, Suite 275
Orlando, Florida 32826
(If additional space is needed, continue on separate sheet.)
BF 2004-B
Revis~ 9/90 BM
9. Management fee charged by underwriter: $ -0- Der thousand
par value.
10. Underwriter's expected gross spread $ -0- per thousand par
value.
11. Any fee, bonus, or gratuity paid in connection with the bond
issue by any underwriter or financial consultant to any person
not regularly employed or engaged by such underwriter or
consultant:
(1) Name Amount $
(2) Name Amount $
(3) Name Amount $
(If additional space is needed, continue on separate sheet.)
12. Any other fee paid by the unit of local government with
respect to the bond issue, including any fee paid to attorneys
or financial consultants:
(1) Name Stenstrom, McIntosh, et.al. Amount $ -0-
(2) Name Bryant, Miller and Olive, P.A Amount $ -0-
(3) Name Fishkind & Associates Amount $ -0-
(4) Name Amount $
(In additional space is needed, continue on separate sheet.)
13. The signature of either the chief executive officer of the
governing body of the Unit of Local Government or the
governmental officer primaril~ responsible for coordinating
Signature ~
Title Chairman Date 10/18/94
14. For further information regarding this form, the Division
should contact:
Name CarolVn C. Small Phone No.407/330-5610
13. Completed form should be returned to:
State Board of Administration
Division of Bond Finance
Post Office Drawer 5318
Tallahassee, Florida 32314-5318
(904) 488-4782
IN THE CIRCUIT COO~T OF THE
EIGHTEENTH JUDICIAL CIRCUIT IN
AND FOR SL"~INOLE COUNTY,
FLORIDA
CIVIL CASE NO. 93-2136-CA-~6-L
CO~JNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD,
FLORIDA, a public body
corporate and politic,
Plaintiff,
VALIDATION OFT HE NOT TO EXCEED
vs. $10,000,000 COMMUNITY
REDEVELOPMENT AGEI~CY OF THE
THE STATE OF FLORIDA, and the CITY OF S~FORD, FLORIDA
taxpayers, property owners and COMMUNITY REDEVELOPMENTL=VENUE
citizens of the City of Sanford BONDS, SERIES 1993A ~3D SFRIES
and the Community Redevelopment 1993B
Agency of the City of Sanford
in Seminole County, Florida, )
including nonresidents owning
property therein, et. el., )
Defendants.
CORRECTED FINAL JL~GMENT
The above and foregoing cause having come on for final hearing
on the date and at the time and place set forth in the Order to
Show Cause heretofore issued by this Court and in the notice
addressed to the State of Florida and the several property owners,
taxpayers, citizens of the City of Sanford, Florida (heroin some-
times referred to as the "City") and the Community Redeve!opment
Agency of the City, including nonresidents owning prope~y or
subject to taxation therein, and all others having or claiming any
right, title, or interest in property to be affected by the
issuance by t~e Community Redevelopment Agency of the City of not
to exceed $10,000,000 Community Redeve!opment Revenue Bonds, Series
1993A and Series 1993B (heroin sometimes collectively referred to
NO. 16
as the "Bonds") hereinafter more particularly described, or to be
affected in any way thereby, as heretofore issued against the State
of Florida on complaint of said Community Redevelopment Agency, the
State Attorney for the Eighteenth Judicial Circuit of Florida
having filed an Answer herein, said cause having duly comeon for
final hearing, and the Court having considered the same and heard
the evidence and being fully advised in the premises, entered an
order on January 14, 1994. Subsequent to the entry of said order,
the Plaintiff brought to the attention of this Court that said
order contained a typographical errc~fc~in the Fifth Finding thereof
and has requested this Court enter a Corrected Final Judgment. The
State Attorney has not objected to such request. Therefore, this
Court finds and orders as follows:
FIRST: That Plaintiff is a public body corporate and politic
organized under the laws of the State of Florida.
SECOND: That the Board of County Commissioners of Seminole
County, Florida (herein sometimes referred to as the "County") by
Resolution No. 90-R-213, adopted July 10, 1990, as amended and
supplemented by Resolution No. 93-R-181, adopted June 8, 1993,
certified copies of which were received in evidence herein, dele-
gated to the City Commission of the City the power and authority to
conduct redevelopment activities as defined in Chapter 163, Part
III, Florida Statutes (the "Act") within certain areas of the
County.
THIRD: That the City Commission of the city, by its
Resolution No. 1664, adopted June 28, 1993, a certified copy of
which was received in evidence herein, declared an area of the City
described ~erein to be a slum or blighted area (hereinafter called
the "RedevelopmentArea") and declared itself to be a redevelopmen=
agency (hereinafter referred to as the "Community Redevelopmen=
Agency") to carry out the redevelopmen= of the area determined to
be a slum or blighted area. The finding of "blight" was made in
accordance with the provisions of Section 163.340(8)(b), Florida
Statutes. Florida law permits the finding of blight for areas in
which there exists faulty or inadequate street layout, or
inadequate roadways or public transportation facilities incapable
of handling the volume of traffic flow into or through the area,
either at present or following proposed construction.
FOURTH: That the City Commission of the City, by Resolution
No. 1665, adopted June 28, 1993, and the Community Redeve!opment
Agency of the City by Resolution No. 93-1, approved a redeve!opment
plan pursuant to the Act (hereinafter called the "Redeve!opment
Plan"). Certified copies of such resolutions were received in
evidence herein.
FIFTH: That the City, by Ordinance No. 3160 enacted June 28,
1993, as amended by Ordinance No. 3177 of the City, enacted October
11, 1993, certified copies of which were received in evidence
herein, established and created a redevelopmen= trust fund pursuant
to the Act and agreed to pay into said fund the increment in an
amount determined and appropriated annually as provided therein
(hereinafter referred to as the "Redevelopmen= Trust Fund").
Ordinance No. 3160, as amended by Ordinance No. 3170, provides thaZ
3
funds allocated to and deposited in the Redevelopmen= Trust Fund
are appropriated to the Community Redevelopmen= Agency to finance
the projects within the Redevelopmen= Area. In addition, as
provided in the Eleventh Paragraph hereof, a portion of the
proceeds may be expended for drainage improvements outside of the
Redevelopmen= Area. No revenues of =he County will be deposited
into the Redeve!opment Trust Fund.
SIXTH: That on the 27th day of September, 1993, the Community
Redeve!opment Agency adopted a Resolution, entitled:
"A RESOLUTION OF THE GOV~a~NING BODY OF THE COMMUNITY
REDEVELOPMEaNT AGENCY OF THE CITY OF SANFORD, FLORIDA, FOR
THE S~INOLE TOWNE CENTER COMMUNITY REDEVELOPMENT AR~_A
ADTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN
FACILITIES AND IMPROV~'MENTS ALL PURSUANT TO THE COMMUNITY
REDEVELOPMF_NT PLAN ADOPTED BY THE CITY OF SANFORD,
FLORIDA, AND THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF S~FORD, FLORIDA; PROVIDING FOR THE ISSUANCE OF
NOT EXCEEDING $10,000,000 COMMUNITY REDEVELOPM~_NT
R_~VSTJE BONDS, SERIES 1993A AND COMMUNITY REDEVELOPMENT
L~VSNUE BONDS, SERIES 1993B, BY THE COMMUNITY REDEVELOP-
Mv_~NT AGE.~CY OF THE CITY OF SANFORD, FLORIDA, TO BE
~_oPLIED TO PAY THE COST OF SUCH ACQUISITIONS, CONSTRUC-
TION, A~D IMPROVEM~_NTS; PLEDGING REVF_NUES DEPOSITED IN
THE RED~;ELOPMENT TRUST FUND TO THE PAYMENT OF SAID
BONDS; PROVIDING THAT SAID BONDS MAY BE ISSUED IN ONE OR
MORE SERIES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE."
(heroinafter called the "Bond Resolution), a certified copy of
which was received in evidence heroin, in and by which it provided
for issuance and sale of not to exceed $10,000,000 of the Bonds to
be issued to finance the redevelopmen= projects in the
Redevelopmen= Area in accordance with the Redevelopmen= Plan. All
capitalized undefined terms used heroin shall have the meaning set
forth in the Bond Resolution.
SEV~_NTH: That the Bond Resolution provides for the issuance
of not exceeding $10,000,000 of the Bonds to be dated; to be
n,,mhered consecutively from one upward within each series; to be in
the denomination of $5,000 each or multiples thereof; to bear
interest at such rate or rates not exceeding the maximum rate fixed
by applicable law at time of issuance, to mature in such years and
amounts as shall be fixed by subsequent resolution of the Community
Redevelopment Agency. Said Bond Resolution fixes the form and
other details of said Bonds, provides for. the manner of issuance
thereof, and further provides that such bonds do not constitute a
general indebtedness of the City or the Community Redeve!opment
Agency and that no holder of the Bonds shall have the right to
require or compel the exercise of the ad valorem taxing power of
the City, the Community Redeve!opment Agency, the County or the
State of Florida, for the payment of principal of or interest on
the Bonds or the making of any debt service, reserve or other
payment provided in the Bond Resolution.
EIGHTH: The obligation of the City to make deposits to the
Redevelopment Trust Fund terminates at the end of the tax year
ending December 31, 2011 (unless such date has been extended by
resolution of the City adopted prior to the sale of the Bonds),
notwithstanding the fact that the Community Redevelopment Agency
may not have paid all principal of and interest on the Bonds by
such date. However, ~he Community Redevelopment Agency shall be
obligated to use any Trust Fund Revenues received after December
31, 2011 for the tax year ended December 3!, 2011 for deposit in
the manner set forth in the Bond Resolution. In addition, the
obligation of the City to annually appropriate to the Redeve!opment
Trust Fund only arises to the extent that such increment has been
collected. Therefore, the City shall not be obligated to deposit
any moneys into such fund unless and until the increment has been
collected. Such increment shall be calculated and shall be
limited as is set forth in the definition of "Trust Fund Revenues"
contained in the Bond Resolution.
NINTH: The Series 1993B Bonds shall be issued in such manner
that principal and interest on such Series 1993B Bonds shall'be due
and payable only to the extent there are sufficient Pledged
Revenues to make such payments on the Senior Lien Bonds and the
Community Redevelopment Agency is not in default with respect to
the payments to be made into the Senior Lien Debt Service Fund
created and established under the Bond Resolution.
TLNTH: The issuance of such Bonds was approved by
Resolution No. 1667 of the City adopted September 27, 1993, a copy
of which was received in evidence heroin.
ELF~_~TEH: The Community Redevelopment Agency has full legal
authority to issue and sell the Bonds described in the Complaint
and the Bond Resolution thereto attached for the purposes therein
stated, to use the proceeds of the sale of said Bonds as therein
provided, to provide for the repayment of said Bonds from the
sources of revenue therein specified and to make and obligate
itself to perform each and all the covenants contained in the
Bonds, the resolutions and the proceedings authorizing and prorid-
6
ing for the issuance of such Bonds. The Bond Resolution authorizes
the Community Redevelopment Agency to use the proceeds of the Bonds
for various improvement within the Redevelopment Area, including
but not limited to transportation improvements. In addition, in
testimony received in this action, it was represented that the
Community Redevelopment Agency may use a portion of the proceeds
for drainage improvements outside of the RedevelopmentArea. Since
such drainage improvements are made necessary by the construction
of. both private and public improvements within the Redevelopment
Area in accordance with the Redevelopment Plan, such expenditures
are hereby approved.
TWELFTH: That said Bonds are of the character and the said
proceedings preliminary to the issuance thereof are of the nature
as entitle the Community Redevelopment Agency to proceed under the
provisions of Chapter 75, Florida Statutes, for the purpose of
having the right of said Community Redevelopment Agency to issue
said Community Redevelopment Revenue Bonds, Series 1993A and Series
1993B determined.
THIRTE~N~"~: That due and proper notice was duly published in
a newspaper published and of general circulation in the City of
Sanford, Florida, once each week for two consecutive weeks, the
first such publication being at least twenty (20) days prior to the
date of said hearing, as required by law; all as will more fully
appear from the affidavit of the publisher of the Sanford Herald
entered in evidence herein.
FOURTEu~NTH: That no taxpayer, citizen or other person has
intervened except the State Attorney as herein mentioned, or made
application to become a party to this proceeding for the purpose of
interposing objections to the granting of the prayers as set forth
i~ said Complaint as provided by law.
FIFTELNTH: That the Answer of the State Attorney for and on
behalf of the State of Florida shows no cause why the prayers of
the Complaint should not be granted and discloses no irregularity
or illegality in the proceedings set forth in said Complaint and
said Answer be and the same is hereby overruled and dismissed.
SIXTE~qTH: That this Court has found that all requirements of
the Constitution and laws of the State of Florida and proceedings
in the above entitled matter have been strictly followed.
SEV~NTE~.NTH: The issuance of Community Redeve!opment Revenue
Bonds, Series 1993A and Series 1993B of the Community Redevelopment
Agency of the City of Sanford, Florida in the County of Seminole,
Florida, in the principal amount of not to exceed $10,000,000 to be
dated, in the denomination of $5,000 each or any multiple thereof,
n,,~bered consecutively from one upward, bearing interest at a rate
or rates, either variable or fixed, to be determined by subsequent
resolution is for a proper, legal, corporate purpose and is fully
authorized by law, and that said not to exceed $I0,000,000
Community Redevelopment Revenue Bonds, Series 1993A and Series
1993B and each of them to be issued as aforesaid and all
proceedings incident thereto and the revenues pledged for the_
payment thereof are hereby validated and confirmed. Said Bonds are
8
to be issued to finance the acquisition, construction and erection
of projects within the RedevelopmentArea and as and when so issued
will be payable solely from the "Pledged Revenues" as defined in
the Bond Resolution.
There shall be stamped or written on the back of each of such
certificates a statement in substantially the following form:
"This Bond is one of a series of Bonds which were
validated by judgment of the Circuit Court for Seminole
County, Florida, rendered on the day of
, 19 .
Chairman
provided, that such statement or certificate shall not be affixed
within thirty (30) days after the date of this judgment and unless
no appeal be filed in this cause.
DONE, ORDERED AND ADJUDGED at the Courthouse in Seminole
County, Florida, this F~~' day of ~ , 19F/, nunc pro
/
tunc January 14, 1994.
/$/O.H. Eat~n,d~
Eighteenth Judicial Circuit of
the State of Florida, in and
for Seminole County, Florida
IN THE CIRCUIT COURT OF THE
18TH JUDICIAL CIRCUIT, IN AND
FOR SEMINOLE COUNTY, FLORIDA
CASE NO. 93~2136-CA-16-L
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD,
FLORIDA, a public body
corporate and politic,
Plaintiff,
VALIDATION OF THE NOT TO EXCEED
vs. $10,000,000 COMMUNITY
REDEVELOPMENT AGENCY OF THE
THE STATE OF FLORIDA, and the CITY OF SANFORD, FLORIDA
taxpayers, property owners and COMMUNITY REDEVELOPMENTREVENUE
citizens of the Community BONDS, SERIES 1993A AND SERIES
Redevelopment Agency of the 1993B
of the City of Sanford in
Seminole County, Florida,
including nonresidents owning
property therein, et al.,
Defendants
/
CERTIFICATE OF NO APPEAL
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
I, MARYANNE MORSE, do hereby certify that I am the duly
elected, qualified and acting Clerk of the Circuit Court in and for
Seminole County, Florida.
I further certify that a Final Judgment validating the not to
exceed $10,000,000 Community Redevelopment Agency of the City of
Sanford, Florida, Community Redevelopment Revenue Bonds, Series
1993A and 1993B was filed in the above-styled cause on the 14th day
of January, 1994, that more than thirty (30) days have elapsed
since the entry of said Final Judgment; that no appeal of said
Judgment has been filed, and that the validly of said Final
Judgment has not been called in question byany proceedings in this
NO.16 ~b)
Court.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of said Court at Sanford, Seminole County, Florida, this
day of August, 1994.
Maryanne Morse, Clerk
Circuit Court in and
for ~eminole County,
Florida
Ue~uty Clerk
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community Redevelopment Agency of the City of Sanford, Florida,
and keeper of the records thereof, including the minutes of its
proceedings;
2. The annexed copy of the minutes of a meeting held on the
27th day of September, 1993, is a true, correct and compared copy
of the whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly ~uthorized to execute this Certificate; and
5. The copy of Resolution No. 93-2 attached 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, 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 9th day of August, 1994.
,(SEAL)
No. 14(a)
ownership interest in obligations or in specified portions
thereof (which may consist of specified portions of the
interest thereon) of the character described in this clause
(i) held by a bank or trust company as custodian, under which
the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the
obligor on the obligations described in this clause (i), and
which underlying obligations are not available to satisfy any
claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(ii) any bonds or other obligations of any state or of
any agency, instrumentality or local governmental unit thereof
(a) which are not callable at the option of the obligor prior
to maturity or as to which irrevocable notice has been given
by the obligor to call such bonds or obligations on the date
specified in the notice, (b) which are fully secured as to
principal and interest and redemption premium, if any, by a
fund consisting only of cash or bonds or other obligations of
the character described in clause (i) hereof which fund may be
applied only to the payment of such principal of and interest
and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, and (c) as to which
the principal of and interest on the bonds and obligations of
the character described in clause (i) hereof which have been
deposited in such fund along with any cash on deposit in such
fund is sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations
described in this clause (ii) on the maturity date or dates
thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (a) of this
clause (ii), as appropriate.
With respect to any Series of Bonds, the Issuer may, by
resolution adopted at or prior to the issuance of such Series
of Bonds, limit the definition of Acquired Obligations to only
a portion of those securities set fort~ above. Such
limitation shall not affect the definition of Acquired
Obligations with respect to any other Series of Bonds.
"Act" shall mean Chapter 166, Part II, Florida Statutes,
Chapter 163, Part III, Florida Statutes, and other applicable
provisions of law.
"Additional Parity Obligations" with respect to any Series of
Series 1993A Bonds shall mean additional obligations issued in com-
pliance with the terms, conditions and limitations contained herein
and which (i) shall have a lien on the Pledged Revenues equal to
that of the series 1993A Bonds and (ii) rank equally in all other
respects with the Series 1993A Bonds.
"Amortization Installment" with respect to any Term Bonds of
any Series, shall mean an amount so designated for mandatory
2
principal installments (for mandatory call or otherwise) payable on
any Term Bonds of any Series of Bonds issued under the provisions
of this Resolution or any subsequent resolution authorizing
Additional Parity Obligations.
"Authorized Investments" shall mean any investment authorized
as a legal investment for the Issuer and not prohibited by the laws
of the State of Florida, except to the extent restricted or limited
by subsequent resolution of the Issuer.
"Bonds" shall mean (i) the Series 1993A Bonds herein
authorized to be issued, (ii) any Additional Parity Obligations
with respect to such Series 1993A Bonds issued hereafter in
accordance with the provisions hereof, (iii) the Series 1993B Bonds
and (iv) any obligations issued on a parity with the Series 1993B
Bonds in accordance with the provisions hereof.
"Bond Counsel" shall mean a firm of nationally recognized
attorneys at law experienced in the issuance of bonds or other debt
obligations by governmental units such as the Issuer.
"Bond Insurer" shall mean with respect to any Series of Bonds,
the provider of a Municipal Bond Insurance Policy insuring the
payment Of principal of and interest on such Series of Bonds.
"Bond Year" shall mean the twelve-month period as shall be
determined by subsequent resolution of the Issuer.
"Capital Appreciation Bonds" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be
determined by subsequent resolution of the Issuer. In the case of
Capital Appreciation Bonds that are convertible to Bonds with
interest payable prior to maturity or redemption of such Bonds,
such Bonds shall be considered Capital Appreciation Bonds only
during the period of time prior to such conversion.
"City Manager" shall mean the City Manager of the City.
"Chairman" shall mean the Chairman of the Issuer.
"City" shall mean the City of Sanford, Florida.
"Clerk" shall mean the Clerk of the Issuer.
"Compounded Amounts" means the amounts as to which reference
is made that establish the amounts payable at maturity or upon
redemption prior to maturity on the Capital Appreciation Bonds.
Such amounts shall be determined by subsequent resolution of the
Issuer.
"Construction Fund" shall mean the Construction Fund created
pursuant to Section 16 hereof.
"Current Interest Bonds" means the aggregate principal amount
of the Bonds that bear interest payable semiannually on such dates
as shall be determined by subsequent resolution of the Issuer.
"Debt Service Requirement" for Senior Lien Bonds shall mean,
for any Bond Year, the amount required to be deposited in such Bond
Year into the Senior Lien Debt Service Fund, as provided herein.
With respect to Variable Rate Obligations, the interest rate used
to calculate the Debt Service Requirement for Bonds shall be
assumed to be (i) one hundred ten percent (110%) of the greater of
(a) the average interest rate on such Variable Rate Obligations
during the twelve months ending with the month preceding the date
of calculation or (b) the most recent interest rate on such
Variable Rate Obligations prior to the date of calculation or (ii)
such other rate of interest as shall be approved by subsequent
resolution of the Issuer adopted at or prior to the issuance of
such Series of Senior Lien Bonds. If such Variable Rate
Obligations were not Outstanding for a full twelve months ending
with the month immediately preceding the date of calculation, the
rate described in clause (b) of the immediately preceding sentence
shall be used, unless the Issuer shall select another rate of
interest pursuant to (ii) above. If bonds are Option Obligations,
the date or dates of tender shall be disregarded, unless actually
tendered and remarketed, and the stated maturity dates thereof
shall be used for purposes of this calculation, if such Option
Obligations are required to be paid from Pledged Revenues hereunder
on such date of tender.
"Debt Service Requirement" for Junior Lien Bonds shall mean,
for any Bond Year, the amount required to be deposited in such Bond
Year into the Junior Lien Debt Service Fund, as provided herein.
With respect to Variable Rate Obligations, the interest rate used
to calculate'the Debt Service Requirement for Junior Lien Bonds
shall be assumed to be (i) one hundred ten percent (110%) of the
greater of (a) the average interest rate on such Variable Rate
Obligations during the twelve months ending with the month
preceding the date of calculation or (b) the most recent interest
rate on such Variable Rate Obligations prior to the date of
calculation or (ii) such other rate of interest as shall be
approved by subsequent resolution of the Issuer adopted at or prior
to the issuance of such Series of Junior Lien Bonds. If such
Variable Rate Obligations were not Outstanding for a full twelve
months ending with the month immediately preceding the date of
calculation, the rate described in clause (b) of the immediately
preceding sentence shall be used, unless the Issuer shall select
another rate of interest pursuant to (ii) above. If bonds are
Option Obligations, the date or dates of tender shall be
disregarded, unless actually tendered and remarketed, and the
stated maturity dates thereof shall be used for purposes of this
calculation, if such Option Obligations are required to be paid
from Pledged Revenues hereunder on such date of tender.
"Fiscal Year" shall mean the period commencing on October 1 of
each year and ending on the next succeeding September 30 or such
4
other annual period as may be prescribed by law from time to time
for the Issuer.
"Holder of Bonds" or "Bondholders" or any similar term shall
mean any person who shall be the registered owner of any Out-
standing Bond.
"Interest Account" shall mean the special account of the same
name created within the Senior Lien Debt Service Fund.
"Issuer" shall mean the Community RedevelopmentAgency of the
City of Sanford, Florida.
"Junior Lien Bonds" shall mean the Series 1993B Bonds and any
Series of Junior Lien Bonds issued on a parity therewith.
"Junior Lien Debt Service Fund" shall mean the Junior Lien
Debt Service Fund created pursuant to Section 16 hereof and all
accounts therein.
"Junior Lien Reserve Account" shall mean the special account
of the same name created within the Junior Lien Debt Service Fund
and all subaccounts therein.
"Maximum Debt Service Requirement" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
Debt Service Requirement for the then current or any future Bond
Year, except that with respect to any Bonds for whichAmortization
Installments have been established, the amount of principal coming
due on the final maturity date with respect to such Bonds shall be
reduced by the aggregate principal amount of such Bonds that are to
be redeemed fromAmortization Installments which were to be made in
prior Bond Years.
"Municipal Bond Insurance Policy" shall mean with respect to
any Series of Bonds, a municipal bond insurance policy, if any,
guaranteeing the payment of principal of and interest on such
Bonds.
"Option Obligations" shall mean bonds subject to tender for
payment prior to their maturity at the option of the Holders
thereof or at the directionor option of the Issuer.
"Outstanding" or "Bonds Outstanding" means all Bonds which
have been issued pursuant to this Resolution or subsequent
resolution, as applicable, except:
(i) Bonds canceled after purchase in the open market or
because of payment at or redemption prior to maturity;
(ii) Bonds for the payment or redemption of which cash
funds or Acquired Obligations or any combination thereof shall
have been theretofore irrevocably set aside in a special
account with an escrow agent (whether upon or prior to the
maturity or redemption date of any such Bonds) in an amount
5
which, together with earnings on such Acquired Obligations,
will be sufficient to pay the principal of and interest on
such Bonds at maturity or upon their earlier redemption;
provided that, if such Bonds are to be redeemed before the
maturity thereof, notice of such redemption shall have been
given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of
such notice and directing the payment of the principal of and
interest on all such Bonds at such redemption dates shall have
been given to such escrow agent; and
(iii) Bonds which are deemed paid pursuant to this Reso-
lution or in lieu of which other Bonds have been issued under
Sections 10 and 13 hereof.
"Paying Agent" means any authorized depositary designated by
the Issuer to serve as a Paying Agent or as the place Of payment
for any of the Bonds issued hereunder that shall have agreed to
arrange for the timely payment of the principal of, interest on and
redemption premium, if any, with respect to such Bonds to the
Holders thereof, from funds made available therefor by the Issuer
and any successors designated by subsequent resolution of the
Issuer. Nothing herein shall prohibit the Issuer from serving as
a Paying Agent hereunder nor shall anything herein prohibit the
selection of separate Paying Agents for any Series of Bonds issued
hereunder.
"Pledged Revenues" shall mean with respect to the Series 1993A
Bonds (i) a first lien on the Trust Fund Revenues and (ii) subject
to application as provided herein, a first lien on all earnings on
investments of moneys in the funds and accounts created by this
Resolution, with the exception of the Rebate Fund. With respect to
the Series 1993B Bonds, "Pledged Revenues" shall mean (i) a second,
junior lien on the Trust Fund Revenues and (ii) subject to
application as provided herein, a second, junior lien on all
earnings on investments of moneys in the funds and accounts created
by this Resolution, with the exception of the Rebate Fund.
"Principal Account" shall mean the special account of the same
name created within the Senior Lien Debt Service Fund.
"Project" shall mean the 'acquisition and construction of
certain facilities and improvements in the Redevelopment Area as
more fully described in the Redevelopment Plan.
"Rebate Fund" shall mean the Rebate Fund created and
established pursuant to Section 16 of this Resolution.
"Redemption Account" shall mean the special account of the
same name created within the Senior Lien Debt Service Fund.
"Redevelopment Area" shall mean the redevelopment area created
by Resolution No. 1664 of the City, adopted by the City Commission
of the City of Sanford, Florida, on June 28, 1993, as amended and
supplemented from time to time.
6
"Redevelcpment Fund" shall mean the Redevelopment Fund created
pursuant to Section 16 of this Resolution.
"Redevelopment Plan" shall mean the "Redevelopment Plan for
the Seminole Towne Center Community Redevelopment Area" adopted and
approved as the official Redevelopment Plan for the Project Area by
Resolution No. 1665, adopted by the City Commission of the City of
Sanford, Florida, on June 28, 1993, as amended and supplemented
from time to time.
"Refunding Bonds" shall mean any of the Bonds of any Series
which shall be issued for the purpose of refunding any other Series
of Bonds or part thereof.
"Registrar" shall mean any trust company or bank with trust
powers appointed from time to time by subsequent resolution of the
Issuer to serve under this Resolution. Nothing herein shall pro-
hibit the Issuer from serving as a Registrar hereunder nor shall
anything herein prohibit the selection of separate Registrars for
any Series of Bonds issued hereunder.
"Reserve Requirement" for each Series of Additional Parity
Obligations, if any, shall be as determined by supplemental
resolution of the Issuer adopted at or prior to the issuance of
such Series of Additional Parity Obligations.
With respect to the Series 1993A Bonds, the Reserve
Requirement shall be equal to the lesser of (i) the Maximum Debt
Service Requirement for the Series 1993A Bonds, (ii) 125% of the
average annual Debt Service Requirement for the Series 1993A Bonds
or (ii) 10% of the net proceeds of the Series 1993A Bonds.
With respect to the Series 1993B Bonds, the Reserve
Requirement shall be equal to the lesser of (i) the Maximum Debt
Service Requirement for the Series 1993B Bonds or (ii) 125% of the
average annual Debt Service requirement for the Series 1993B Bonds.
"Resolution" shall mean this resolution as from time to time
as amended or supplemented, in accordance with the terms hereof.
"Seminole Towne Center Community Redevelopment Area" or
"Redevelcpment Area" shall mean the community redevelopment area
established and created pursuant to Resolution No. 1664, adopted by
the City Commission of the City of Sanford, Florida, on June 28,
1993.
"Senior Lien Bonds" shall mean the Series 1993A Bonds and any
Additional Parity Obligations.
"Senior Lien Debt Service Fund" shall mean the Senior Lien
Debt Service Fund created pursuant to Section 16 hereof and all
accounts therein.
7
"Senior Lien Reserve Account" shall mean the special account
of the same name created within the Senior Lien Debt Service Fund
and all subaccounts therein.
"Serial Bonds" shall mean the Bonds of a Series, which mature
on more than one date.
"Series" or "Series of Bonds" or "Bonds of a Series" shall
mean all Bonds designated as being of the same Series issued and
delivered on original issuance in a simultaneous transaction, and
any Bonds thereafter delivered in lieu thereof orin substitution
therefor pursuant to this Resolution.
"Series 1993 Bonds" shall mean the Series 1993A Bonds and the
Series 1993B Bonds in the combined principal amount not to exceed
$10,000,000.
"Series 1993A Bonds" shall mean the Community Redevelopment
Agency of the City of Sanford, Florida, Public Improvement Revenue
Bonds, Series 1993A, authorized pursuant to this Resolution.
"Series 1993B Bonds" shall mean the Community Redevelopment
Agency of the City of Sanford, Florida, Public Improvement Revenue
Bonds, Series 1993B, authorized pursuant to this Resolution.
"Tax Increment Trust Fund" shall mean the redevelopment trust
fund for the Redevelopment Area created pursuant to Section
163.387, Florida Statutes.
"Term Bonds" shall mean the Bonds of a Series, all of which
shall be stated to matu[e on one date.
"Trust Fund Revenues" shall mean those revenues received by
the City and deposited in the Redevelopment Fund created and
established pursuant to Ordinance No. 3160 of the City enacted by
the City on June 28, 1993. Such funds are derived from, as defined
in the Ordinance, a sum equal to that increment from the income
proceeds, revenues, and funds of the City derived from or held in
connection with the community redevelopment projest area, and the
Issuer's undertaking and carrying out of the community
redevelopment project therein. The increment is further defined
and limited to an amount equal to forty-seven and one-half percent
(47.5%) of the difference between:
(a) The amount of ad valorem taxes levied each year by
the City on taxable real property contained within the
geographic boundaries of the redevelopment area; and
(b) The amount of ad valorem taxes which would have been
produced by the rate upon which the tax is levied each year by
the City upon the total of the assessed value of the taxable
property in the redevelopment area as shown upon the most
recent assessment roll used in connection with the taxation of
such property by the City prior to June 28, 1993, the
effective date of Resolution No. 1665, approving the Seminole
Towne Center Community Redevetopment Plan.
The obligation of the City to annually appropriate to such fund
shall terminate on December 31, 2011, whether or not obligations of
the Issuer or the City payable from such fund remain outstanding.
In addition the obligation of the City to annually appropriate to
such fund only arises to the extent that such increment has been
collected. Therefore the Issuer is not obligated to deposit any
moneys into such fund unless and until the increment has been
collected.
"Variable Rate Obligations" shall mean obligations issued with
a variable, adjustable, convertible or other similar rate which is
not fixed in percentage at the date of issue for the entire term
thereof.
SECTION 3. FINDINGS. It is hereby ascertained, determined
and declared that:
(A) It is in the best interests of the City of Sanford and
the residents thereof that the Issuer authorize the issuance of the
Series 1993 Bonds to provide for the acquisition and construction
of certain facilities and improvements in the Seminole Towne Center
Community Redevelopment Area, more completely described in the
Redevelopment Plan.
(B) The principal of and interest and redemption premium on
the Series 1993 Bonds and all reserves and other payments related
thereto shall be payable solely from the Pledged Revenues to the
extent and in the manner as herein provided. The Issuer shall
initially issue two series of Bonds. The Series 1993A Bonds shall
be secured by a first and prior lien on the Pledged Revenues and
the series 1993B Bonds will be secured by a junior, inferior and
subordinate lien on the Pledged Revenues. The Issuer shall never
be required to levy ad valorem taxes on any real or personal
property therein to pay the principal of and interest on the Bonds
herein authorized or to make any other payments provided for
herein. The Bonds shall not constitute a lien upon any properties
owned by or located within the boundaries of the Issuer.
(C) The lien of the holders of the Series 1993A Bonds to be
issued pursuant to this Resolution on the Pledged Revenues shall be
on a parity with any Additional Parity Obligations to be issued
under the terms of this Resolution. The Issuer may also issue
obligations in the future on a parity with the Series 1993B Bonds
in accordance with the terms and provisions hereof.
SECTION 4. AUTHORIZATION OF ACQUISITION AND CONSTRUCTION OF
IMPROVEMENTS. There is hereby authorized the acquisition and
construction of certain facilities and improvements within the
Seminole Towne Center Community Redevelopment Area, as more
completely described in the Redevelopment Plan.
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall hold the same from time to
time, this Resolution shall be deemed to be and shall constitute a
contract between the Issuer and such Holders.
SECTION 6. AUTHORIZATION OF SERIES 1993 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Community Redevelopment Agency of the City of Sanford,
Florida, Community Redevelopment Revenue Bonds, Series 1993A," and
obligations of the Issuer to be known as "Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1993B," are authorized to be issued in the
aggregate combined principal amount of not exceeding $10,000,000.
Such obligations may be issued in Series from time to time.
SECTION 7. DESCRIPTION OF SERIES 1993 BONDS. The Series
1993A Bonds shall be issued in fully registered form; may be
Current Interest Bonds and/or Capital Appreciation Bonds; may be
Variable Rate Obligations; may be Option Obligations; shall be
dated; shall be numbered from R-1 upward or shall as otherwise be
determined by subsequent resolution of the Issuer; shall be in the
denomination of $5,000 each, or integral multiples thereof, or such
other denominations as shall be approved by the Issuer in a
subsequent resolution adopted at or prior to the delivery of the
Series 1993 Bonds; shall bear interest at such rate or rates not
exceeding the maximum rate allowed by Florida law, the actual rate
or rates to be determined by the governing body of the Issuer prior.
to or upon the sale of the Series ~993A Bonds, payable at such
times as are fixed by resolution of the Issuer and shall mature
annually on such date in such years and amounts as will be fixed by
resolution of the Issuer prior to or upon the sale of the Series
1993A Bonds; and may be Serial and/or Term Bonds.
The Series 1993B Bonds shall be issued in fully registered
form; shall be Current Interest Bonds and\or Capital Appreciation
Bonds; may be Variable Rate Obligations, may be Option Obligations;
shall be dated; shall be numbered R-I; shall be in the denomination
equal to the principal amount of the Series 1993B BDnds; shall bear
interest at such rate or rates not exceeding the maximum rate
allowed by Florida law, the actual rate or rates to be determined
by the governing body of the Issuer prior to or upon the sale of
the Series 1993B Bonds, payable at such times as are fixed by
resolution of the Issuer and shall mature on such dates and in such
year as shall be fixed by resolution of the Issuer prior to or upon
the sale of the Series 1993B Bonds; and may be Serial and/or Term
Bonds. The Series 1993B Bonds shall be issued in such manner that
principal and interest on such Series 1993B Bonds shall be due and
payable only to the extent there are sufficient Pledged Revenues to
make such payments after all current payments have been made on the
Senior Lien Bonds and the Issuer is not in default with respect to
the payments to be made into the Senior Lien Debt Service Fund.
All Series 1993 Bonds shall bear interest from the interest
payment date next preceding the date on which they are authenti-
10
cated, unless authenticated on an interest payment date, in which
case they shall bear interest from such interest payment date, or,
unless authenticated prior to the first interest payment date, in
which case they shall bear interest from their date; provided,
however, that if at the time of authentication payment of any
interest which is due and payable has not been made, such Series
1993 Bonds shall bear interest from the date to which interest
shall have been paid.
The principal of and the interest and redemption premium, if
any, on the Series 1993 Bonds shall be payable in any coin or
currency of the United States of America which on the respective
dates of payment thereof is legal tender for the payment of public
and private debts. The interest on the Series 1993 Bonds shall be
payable by the Paying Agent on each interest payment date to the
person appearing on the registration books of the Issuer maintained
by the Registrar as hereinafter provided for as the registered
.Holder thereof, by check or draft mailed to such registered Holder
at their address as it appears on such registration books. Payment
of the principal of all Series 1993 Bonds shall be made upon the
presentation and surrender of such Series 1993 Bonds as the same
shall become due and payable.
Notwithstanding any other provisions of this Section, the
Issuer may, at its option, prior to the date of issuance of the
Series 1993 Bonds, elect to use an immobilization system or pure
book-entry system with respect to issuance of such Series 1993
Bonds, provided adequate records will be kept with respect to the
ownership of such obligations issued in book-entry form or the
beneficial ownership of Series 1993 Bonds issued in the name of a
nominee. As long as any Series 1993 Bonds are outstanding in
book-entry form, the provisions of this Resolution in conflict with
such system of registration shall not be applicable to such
obligations. The provisions of such system of book-entry-only
registration shall be set forth in a subsequent resolution of the
Issuer adopted at or prior to the sale of the Series 1993 Bonds.
SECTION 8. EXECUTION OF SERIES 1993 BONDS. The Series 1993
Bonds shall be executed in the name of the Issuer by its Chairman,
and the Corporate Seal of the Issuer or a facsimile thereof shall
be affixed thereto or reproduced thereon and attested to by the
Clerk. In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1993 Bonds shall cease to be
such officer before the delivery of such Series 1993 Bonds, such
signature or such facsimile shall nevertheless be valid and suffi-
cient for all purposes the same as if he had remained in office
until such delivery. Any Series 1993 Bonds may bear the facsimile
signature of or may be signed by such persons who, at the actual
time of the execution of such Series 1993 Bonds, shall be the
proper officers to sign such Series 1993 Bonds although at the date
of such Series 1993 Bonds such persons may not have been such
officers. The validation certificate endorsed on the Bonds shall
be executed by the Chairman by his manual or facsimile signature.
11
SECTION 9. AUTHENTICATION OF SERIES 1993 BONDS. Only such of
the Series 1993 Bonds as shall have endorsed thereon a certificate
of authentication substantially in the form hereinbelow set forth,
duly executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution. No
Series 1993 Bonds shall be valid or obligatory for any purpose
unless and until such certificate of authentication shall have been
duly executed by the Registrar, and such certificate of the
Registrar upon any such Series 1993 Bonds shall be conclusive
evidence that such Series 1993 Bonds have been duly authenticated
and delivered under this Resolution. The Registrar's certificate
of authentication on any Series 1993 Bonds shall be deemed to have
been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign
the certificate of authentication of all of the Series 1993 Bonds
that may be issued hereunder at any one time.
SECTION 10. EXCHANGE OF SERIES 1993 BONDS. Any Series 1993
Bonds, upon surrender thereof at the principal corporate trust
office of the Registrar, together with an assignment duly executed
by the Bondholder or his attorney or legal representative in such
form as shall be satisfactory to the Registrar, may, at the option
of the Holder of such Series 1993 Bonds, be exchanged for an
aggregate principal amount of the Series 1993 Bonds equal to the
principal amount of the Series 1993 Bonds so surrendered. Notwith-
standing the foregoing or any provision of this Resolution to the
contrary, the Series 1993B Bonds shall not be transferred such that
such Series 1993B Bonds are in denominations less than the
principal amount of the Series 1993B Bonds.
The Registrar shall make provision for the exchange of the
Series 1993 Bonds at the principal corporate trust office of the
Registrar.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF
SERIES 1993 BONDS. The Registrar shall keep books for the
registration of and transfers of the Series 1993 Bonds as provided
in this Resolution. The transfer of any Series 1993 Bonds may be
registered only upon such books and only upon surrender thereof to
the Registrar together with an assignment duly executed by the
Holder of such Series 1993 Bonds or his attorney or legal
representative in such form as shall be satisfactory to the
Registrar. Upon any such registration of transfer the Issuer shall
execute and the Registrar shall authenticate and deliver in
exchange for such Series 1993 Bonds, a new Series 1993 Bond
registered in the name of the transferee, and in an aggregate
principal amount equal to the principal amount of such Series 1993
Bonds so surrendered.
In all cases in which Series 1993 Bonds shall be exchanged,
including exchanges of Series 1993 Bonds pursuant to Section 10 of
this Resolution, the Issuer shall execute and the Registrar shall
authenticate and deliver, at the earliest practicable time, a new
Series 1993 Bonds of the same series and type. All Series 1993
Bonds surrendered in any such exchange or registration of transfer
12
shall forthwith be canceled by the Registrar. The Issuer or the
Registrar may charge the Holder a sum sufficient to reimburse any
expenses incurred in making any exchange or transfer after the
first such exchange or transfer following the delivery of the
Series 1993 Bonds. The Issuer or the Registrar may also require
payment from the Holder or his transferee, as the case may be, of
a sum sufficient to cover any tax or other governmental charge
required to be paid with respect to such exchange or registration
of transfer. Such charges and expenses shall be paid before any
such new Series 1993 Bond shall be delivered.
SECTION 12. OWNERSHIP OF SERIES 1993 BONDS. The person in
whose name any Series 1993 Bonds 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 or redemption price
of any such Series ~993 Bonds, and the interest on any such Series
1993 Bonds shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such
payments shall be valid and effectual to satisfy and discharge the
liability upon such Series 1993 Bonds including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.
SECTION 13. SERIES 1993 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Series 1993 Bonds shall become mutilated, or be
destroyed, stolen or lost, the Issuer may in its discretion cause
to be executed, and the Registrar shall authenticate and deliver,
a new Series 1993 Bond of like series, date and tenor as the Series
1993 Bond so mutilated, destroyed, stolen or 10st, in exchange and
substitution for such mutilated Series 1993 Bond upon surrender and
cancellation of such mutilated Series 1993 Bond or in~lieu of and
substitution for the Series 1993 Bond destroyed, stolen or lost,
and upon the Holder of such Series ~993 Bonds furnishing the Issuer
and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and
conditions as the Issuer and the Registrar may prescribe and paying
such expenses as the Issuer and the Registrar may incur. All
Series 1993 Bonds so surrendered shall be canceled by the Issuer.
If any of the Series 1993 Bonds shall have matured or be about to
mature, instead of issuing a substitute Series'1993 Bond, the
Issuer may pay the same, upon being indemnified as aforesaid, and
if such Series 1993 Bond be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Series 1993 Bond issued pursuant to this
Section shall constitute original, additional contractual obliga-
tions on the part of the Issuer whether or not the lost, stolen or
destroyed Series 1993 Bond be at any time found by anyone, and such
duplicate Series 1993 Bond 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
same extent as all other Series 1993 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Series 1993 Bonds
shall be subject to redemption prior to their maturity, at the
option of the Issuer, at such times and in such manner as shall be
13
fixed by resolution of the Issuer prior to or at the time of sale
of the Series 1993 Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
mailed, first class mail, postage prepaid, to all Holders of the
Series 1993 Bonds to be redeemed at their addresses as they appear
on the registration books hereinbefore provided for, but failure to
mail such notice to one or more Holders of the Series 1993 Bonds
shall not affect the validity of the proceedings for such redemp-
tion with respectto Holders of Series 1993 Bonds to which notice
was duly mailed hereunder. Each such notice shall set forth the
date fixed for redemption, the redemption price to be paid and, if
less than all of the Series 1993 Bonds of one maturity are to be
called, the distinctive numbers of such Series 1993 Bonds to be
redeemed and in the case of Series 1993 Bonds to be redeemed in
part Qnly, the portion of the principal amount thereof to be
redeemed.
Upon surrender of any Series 1993 Bonds for redemption in part
only, the Registrar shall authenticate and deliver to the Bond-
holder thereof, the cost of which shall be paid by the Issuer, a
new Series 1993 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1993 Bond surrendered.
SECTION 15. FORMS OF SERIES 1993 BONDS. The text of the
Series ~993 Bonds, together with the certificate of authentication
to be endorsed therein, shall be in substantially the following
forms, with such omissions, insertions and variations as may be
necessary, desirable, authorized or permitted by this Resolution or
by any subsequent resolution adopted prior to the issuance thereof,
or as may be necessary to comply with applicable laws, rules and
regulations of the United States and of the State in effect upon
the issuance thereof or as may be necessary if such Series 1993
Bonds are issued as Capital Appreciation Bonds, as Option
Obligations or as Variable Rate Obligations. The text of any
Series of Bonds, other than the Series 1993 Bonds, shall be as
determined by subsequent resolution of the Issuer.
14
SECTION 16. CREATION OF FUNDS. There are hereby created and
established the following funds and accounts, which funds and
accounts shall be trust funds for the purposes herein provided and
used only in the manner herein provided.
(A) The "Community Redevelopment Agency of the City of Sanford
Redevelopment Fund" (hereinafter sometimes called the
"Redevelopment Fund"), to be held by the Issuer and to the credit
of which deposits shall be made as required by Section 21(A)
hereof.
(B) The "Community Redevelopment Agency of the City of Sanford
Senior Lien Debt Service Fund" (hereinafter sometimes called the
"Senior Lien Debt Service Fund") to be held by the Issuer and to
the credit of which deposits shall be made as required by Section
21(B)(1) hereof. In such fund there shall be maintained the
following accounts: the Principal Account, the Interest Account,
the Redemption Account and the Senior Lien Reserve Account. In the
Senior Lien Reserve Account there shall be maintained separate
subaccounts for the Series 1993A Bonds and for any series of
Additional Parity Obligations.
(C) The "Community Redevelopment Agency of the City of Sanford
Junior Lien Debt Service Fund" (hereinafter sometimes called the
"Junior Lien Debt Service Fund") to be held by the Issuer and to
the credit of which deposits shall be made as required by Section
21(B)(2) hereof. In such fund there shall be maintained the
following accounts: the Principal Account, the Interest Account,
the Redemption Account and the Junior Lien Reserve Account.
(D) The "Community Redevelopment Agency of the City of Sanford
Construction Fund" (hereinafter sometimes called the "Construction
Fund") and to the credit of which deposits shall be made as
required by Section 17 hereof.
(E) The "Community RedevelopmentAgency of the City of Sanford
Series 1993 Bonds Rebate Fund" (hereinafter sometimes called the
"Rebate Fund"), to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 27(C) of this Reso-
lution. Within such fund there may be established separate
accounts for each Series of Bonds issued hereunder.
All of the funds and accounts shall be held by the Director of
Finance of the City in trust (except for the Rebate Fund) for the
benefit of the Holders of Bonds issued hereunder.
SECTION 17. APPLICATION OF PROCEEDS OF SERIES 1993A BONDS.
The proceeds, including accrued interest and premium, if any,
received from the sale of the Series 1993A Bonds shall be applied
by the Issuer simultaneously with the delivery of such Series 1993A
Bonds to the purchaser thereof, as follows and as further provided
in a supplemental resolution of the Issuer.
(A) The accrued interest, if any, with respect to such Series
1993A Bonds shall be deposited in the Interest Account of the
23
Senior Lien Debt Service Fund and shall be used only for the
purpose ofpaying interest becoming due on the Series 1993A Bonds.
(B) The Issuer shall next deposit a sum not in excess of the
Reserve Requirement for the Series 1993A Bonds in the special
subaccount established for the Series 1993A Bonds in the Senior
Lien Reserve Account to be used only for the purposes provided
therefor. The Issuer reserves the right to substitute bond
insurance, a surety bond or letter of credit, or any combination
thereof, for moneys on deposit in any subaccount in the Senior Lien
Reserve Account, provided such substituted credit enhancement meets
the requirements set forth in Section 21(B)(1)(d) hereof.
(C) To the extent not reimbursed therefor by the original
purchaser of the Series 1993A Bonds, the Issuer shall pay all costs
and expenses in connection with the issuanoe and sale of the Series
1993A Bonds.
(D) The remaining moneys from such Series 1993A Bonds shall be
deposited into the Construction Fund and shall be used to pay a
portion of the cost of the Project.
Moneys in the Construction Fund shall be held in trust by the
Issuer and pending application thereof shall be subject to a lien
upon and charge in favor of the Holders of the Bonds. Such moneys
shall be disbursed by the Director of Finance of the City for the
payment of costs of the Project.
SECTION 18. APPLICATION OF PROCEEDS OF SERIES 1993B BONDS.
The proceeds, including accrued interest and premium, if any,
received from the sale of the Series ~993B Bonds shall be applied
by the Issuer simultaneously with the delivery of such Series 1993B
Bonds to the purchaser thereof, as follows and as further provided
in a supplemental resolution of the Issuer.
(A) The accrued interest, if any, with respect to such Series
1993B Bonds shall be deposited in the Interest Account of the
Junior Lien Debt Service Fund and shall be used only for the
purpose of paying interest becoming due on such Series 1993B Bonds.
(B) To the extent not reimbursed therefor by the original
purchaser of the Series 1993B Bonds, the Issuer shall pay all costs
and expenses in connection with the issuance and sale of the Series
1993B Bonds.
(C) Such amount, if any, as shall be determined by subsequent
resolution of the Issuer shall be deposited to the special
subaccount established for the Series 1993B Bonds in the Junior
Lien Reserve Account. The Issuer reserves the right to substitute
bond insurance, a surety bond or letter of credit, or any
combination thereof, for moneys on deposit in any subaccount in the
Junior Lien Reserve Account, provided such substituted credit
enhancement meets the requirements set forth in Section 21(B)(2)(d)
hereof.
24
(D) The remaining moneys from such Series 1993B Bonds shall be
deposited in the Construction Fund and used to pay a portion of the
cost of the Project.
Moneys in the Construction Fund shall be held in trust by the
Issuer and pending application thereof shall be subject to a lien
upon and charge in favor of the Holders of the Bonds. Such moneys
shall be disbursed by the Director of Finance of the City for the
payment of costs of the Project.
SECTION 19. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall
not be or constitute general obligations or indebtedness of the
Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Pledged Revenues as herein provided. No
Holder or Holders of any Bonds issued hereunder shall ever have the
right to compel the exercise of the ad valorem taxing power of the
Issuer or taxation in any form of any real or personal property
therein, or to compel the Issuer to pay such principal and interest
from any other funds of the Issuer.
SECTION 20. PLEDGE OF PLEDGED REVENUES. The payment of
principal of and interest on the Series 1993A Bonds and any
Additional Parity Obligations shall be secured forthwith equally
and ratably by and, subject to the provisions of the last paragraph
of this Section 20, the Issuer hereby grants to the Holders of the
Series 1993A Bonds and any Additional Parity Obligations an irrev-
ocable first lien on the Pledged Revenues, prior and superior to
all other liens or encumbrances on such Pledged Revenues, and the
Issuer does hereby irrevocably pledge such Pledged Revenues to the
payment of the principal of, redemption premium, if any, and
interest on the Series 1993A Bonds, forthe reserves therefor and
for all other payments required hereunder. Notwithstanding the
foregoing, amounts on deposit in each subaccount in the Senior Lien
Reserve Account shall be used for the payment of debt service only
on the Series of Senior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. The lien of the
holders of the Series ~993A Bonds on the Pledged Revenues shall be
on a parity in all respects with the lien thereon of the Holders of
any Additional Parity Obligations issued pursuant to this
Resolution.
The payment of principal of and interest on the Series 1993B
Bonds shall be secured forthwith equally and ratably by and,
subject to the provisions of the last paragraph of this Section 20,
the Issuer hereby grants to the Holders of the.Series 1993B Bonds
an irrevocable subordinate and junior lien on the Pledged Revenues,
second and junior only to the lien for the Series 1993A Bonds and
any Additional Parity Obligations, and the Issuer does hereby
irrevocably pledge such Pledged Revenues to the payment of the
principal of, redemption premium, if any, and interest on the
Series 1993B Bonds and for all other payments required hereunder.
The lien of the holders of the Series 1993B Bonds on the Pledged
Revenues shall be on a parity in all respects with the lien thereon
of the Holders of any additional parity obligations issued pursuant
25
(B) DISPOSITION OF THE PLEDGED REVENUES. Amounts on deposit
in the Redevelopment Fund shall be transferred at the times
specified below and shall be used not later than five (5) days
prior to each debt service payment date only in the following
manner and the following order of priority.
(1) The Issuer shall, in addition to past due payments of
principal of and interest on the Senior Lien Bonds and the
Junior Lien Bonds, transfer to the Senior Lien Debt Service
Fund and credit to the following accounts, in the following
order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the
following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay one-sixth (1/6th) of all interest coming
due on all outstanding Senior Lien Bonds on the next debt
service payment date, together with any fees and charges
of the Paying Agent and Registrar therefor. Provided,
however, that monthly deposits of interest, or portions
thereof, shall not be required to be made to the extent
that money on deposit within such Interest Account in the
Senior Lien Debt Service Fund is sufficient for such
purpose. Any payment to be deposited as set forth above,
for the purpose of meeting interest payments for any
series of Senior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of Debt Service
Payment Dates applicable to such series. Moneys in the
Interest Account in the Senior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(a).
(b) Principal Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
amount of the Senior Lien Bonds which will mature and come
due on such semi-annual maturity dates and one-twelfth
(1/12th) of the principal amount of the Senior Lien Bonds
which will mature and come due on such annual maturity
dates, beginning on such dates, as shall hereafter be
determined by subsequent resolution of the Issuer.
Provided, however, that monthly deposits for principal, or
portions thereof, shall not be required to be made to the
extent that money on deposit within such Principal Account
in the Senior Lien Debt Service Fund is sufficient for
such purpose. Any payment to be deposited as set forth
above, for the purpose of meeting principal payments for
any series of Senior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of Debt Service
Payment Dates applicable to such series. Moneys in the
Principal Account in the Senior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(b).
(c) Redemption Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
27
amount of the applicable Amortization Installment
established for the mandatory redemption of Outstanding
Senior Lien Bonds on any semi-annual maturity date and
such sum as will be sufficient to pay one-twelfth (1/12th)
of any Amortization Installment established for the
mandatory redemption of outstanding Senior Lien Bonds on
the applicable annual maturity date. Provided, however,
that monthly deposits into the Redemption Account, or
portions thereof, shall not be required to be made to the
extent that moneys on deposit in the Redemption Account
are sufficient for such purpose. Any payment to be
deposited as set forth above, for the purpose of meeting
Amortization Installments for any series of Senior Lien
Bonds, shall be adjusted, as appropriate, to reflect the
frequency of dates established for Amortization
Installments applicable to such series. The moneys in the
Redemption Account shall be used solely for the purchase
or redemption of the Term Bonds payable therefrom. The
Issuer may at any time purchase said Term Bonds at prices
not greater than the redemption pric~ of such Term Bonds
on the next ensuing redemption date. If the Issuer shall
purchase or call for redemption in any year Term Bonds in
excess of the Amortization Installment requirement for
such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such
times as the Issuer shall determine. Moneys in the
Redemption Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (c).
(d) The Issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Senior Lien Reserve Account. Any withdrawals from any
subaccount in the Senior Lien Reserve Account shall be
subsequently restored from the first moneys available in
the Redevelopment Fund, on a pro-rata basis as to all
subaccounts in the Senior Lien Reserve Account, after all
current applications and allocations to the Senior Lien
Debt Service Fund, including all deficiencies for prior
payments, have been made in full. Notwithstanding the
foregoing, in no event shall the Issuer be required to
deposit into any subaccount within the Senior Lien Reserve
Account an amount greater than that amount necessary to
ensure that the difference between the Reserve Requirement
for the Series of Senior Lien Bonds for which such account
was established and the amounts on deposit in such account
on the date of calculation shall be restored not later
than sixty (60) months after the date of such deficiency
(assuming equal monthly payments into such account for
such sixty (60) month period). To the extent the Issuer
determines pursuant to a series resolution to fund a
subaccount within the Senior Lien Reserve Account for a
respective Series of Senior Lien Bonds, the Issuer may
provide that the difference between the amounts on deposit
28
in such account and the Reserve Requirement for such
Series of Senior Lien Bonds shall be an amount covered by
obtaining bond insurance issued by a reputable and
recognized municipal bond insurer, by a surety bond or a
letter of credit, or any combination thereof. Moneys in
the Senior Lien Reserve Account shall be used only for the
purpose of the payment of Amortization Installments,
principal of, or interest on the Senior Lien Bonds when
the other moneys allocated to the Senior Lien Debt Service
Fund areinsufficient therefor and for no other purpose.
Moneys in the Senior Lien Reserve Account shall not be
used for payment of the Series 1993B Bonds or any Junior
Lien Bonds. Moneys in each subaccount in the Senior Lien
Reserve Account shall be valued as determined by the
resolution authorizing such series of Senior Lien Bonds
for which such account was established. Notwithstanding
the foregoing, moneys on deposit in each respective
subaccount in the Senior Lien Reserve Account shall only
be applied for payment of Amortization Installments,
principal of, or interest on the Outstanding Series of
Senior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. In the
event of a refunding of any Senior Lien Bonds secured by
funds in the Senior Lien Reserve Account, the Issuer may
withdraw from the respective subaccount within the Senior
Lien Reserve Account for such Series of Bonds, all or any
portion of the amounts accumulated therein with respect to
the Senior Lien Bonds being refunded and deposit such
amounts as required by the resolution authorizing the
refunding of such Series of Senior Lien Bonds; provided
that such withdrawal shall not be made unless (a)
immediately thereafter, the Senior Lien Bonds being
refunded shall be deemed to have been paid pursuant to
Section 25 hereof, and (b) the amount remaining in such
subaccount after giving effect to the issuance of such
refunding obligations and the dispositions of the proceeds
thereof shall not be less than the Reserve Requirement for
any Senior Lien Bonds of Such Series then Outstanding.
(2) From the Moneys remaining in the Redevelopment Fund,
the Issuer shall next deposit in the Junior Lien Debt Service
Fund, and credit to the following accounts, in the following
order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the
following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay one-sixth(1/6th) of all interest coming
due on all outstanding Junior Lien Bonds on the next debt
service payment date, together with any fees and charges
of the Paying Agent and Registrar therefor. Provided,
however, that monthly deposits of interest, or portions
thereof, shall not be required to be made to the extent
that money on deposit within such Interest Account in the
Junior Lien Debt Service Fund is sufficient for such
29
purpose. Any payment to be deposited to be deposited as
set forth above, for the purpose of meeting interest
payments for any series of Junior Lien Bonds, shall be
adjusted, as appropriate, to reflect the frequency of debt
service payment dates applicable to such series. Moneys
in the Interest Account in the Junior Lien Debt Service
Fund may be used only for the purposes set forth in this
paragraph (a).
(b) Principal Account: Such sum as will be
sufficient to pay one-sixth (1/6th) of the principal
amount of the Junior Lien Bonds which will mature and come
due on such semi-annual maturity dates and one-twelfth
(1/12th) of the principal amount of the Junior Lien Bonds
which will mature and come due on such annual maturity
dates, beginning on such dates, as shall hereafter be
determined by subsequent resolution of the Issuer.
Provided, however, that monthly deposits for principal, or
portions thereof, shall not be required to be made to the
extent that money on deposit within such Principal Account
in the Junior Lien Debt Service Fund is sufficient for
such purpose. Any payment to be deposited as set forth
above, for the purpose of meeting principal payments for
any series of Junior Lien Bonds, shall be adjusted, as
appropriate, to reflect the frequency of debt service
payment dates applicable to such series. Moneys in the
Principal Account in the Junior Lien Debt Service Fund may
be used only for the purposes set forth in this paragraph
(b).
(c) Redemption Account: Such sum as will be
Sufficient to pay one-sixth (1/6th) of the principal
amount of anyAmortization Installment established for the
mandatory redemption of Outstanding Junior Lien Bonds on
such semi-annual maturity date and such sum as will be
sufficient to pay one-twelfth (1/12th) of any Amortization
Installment established for the mandatory redemption of
Outstanding Junior Lien Bonds on such annual maturity
date. Provided, however, that monthly d~posits into the
redemption account, or portions thereof, shall not be
required to be made to the extent that money on deposit in
the Redemption Account is sufficient for such purpose.
Any payment out of to be deposited as set forth above, for
the purpose of meeting Amortization Installments for any
series of Junior Lien Bonds, shall. be adjusted, as
appropriate, to reflect the frequency of dates established
for Amortization Installments applicable to such series.
The moneys in the Redemption Account shall be used solely
for the purchase or redemption of the Term Bonds payable
therefrom. The Issuer may at any time purchase said term
bonds at prices not greater than the redemption price of
such term bonds on the next ensuing redemption date. If
the Issuer shall purchase or call for redemption in any
year term bonds in excess of the Amortization Installment
requirement for such year, such excess of Term Bonds so
30
purchased or redeemed shall be credited in such manner and
at such times as the Issuer shall determine. Moneys in
the Redemption Account in the Junior Lien Debt Service
Fund may be used only for the purposes set forth in this
paragraph (c).
(d) The issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Junior Lien Reserve Account. Any withdrawals from any
subaccount in the Junior Lien Reserve Account shall be
subsequently restored from the first moneys available in
the Redevelopment Fund, on a pro-rata basis as to all
subaccounts in the Junior Lien Reserve Account, after all
current applications and allocations to the Junior Lien
Debt Service Fund, including all deficiencies for prior
payments, have been made in full. Notwithstanding the
foregoing, in no event shall the Issuer be required to
deposit into any subaccount within the Junior Lien Reserve
Account an amount greater than that amount necessary to
ensure that the difference ~etween the Reserve Requirement
for the Series of Junior Lien Bonds for which such account
was established and the amounts on deposit in such account
on the date of calculation shall be restored not later
than sixty (60) months after the date of such deficiency
(assuming equal monthly payments into such account for
such sixty (60) month period). To the extent the Issuer
determines pursuant to a series resolution to fund a
subaccount within the Junior Lien Reserve Account for a
respective Series of Junior Lien Bonds, the Issuer may
provide that the difference between the amounts on deposit
in such account and the Reserve Requirement for such
Series of Junior Lien Bonds shall be an amount covered by
obtaining bond insurance issued by a reputable and
recognized municipal bond insurer, by a surety bond or a
letter of credit, or any combination thereof. Moneys in
the Junior Lien Reserve Account shall be used only for the
purpose of the payment of Amortization Installments,
principal of, or interest on the Junior Lien Bonds when
the other moneys allocated to the Junior L'ien Debt Service
Fund are insufficient therefor and for no other purpose.
Moneys in the Junior Lien Reserve Account shall not be
used for payment of the Series 1993A Bonds or any Senior
Lien Bonds. Moneys in each subaccount in the Junior Lien
Reserve Account shall be valued as determined by the
resolution authorizing such series of Junior Lien Bonds
for which such account was established. Notwithstanding
the foregoing, moneys on deposit in each respective
subaccount in the Junior Lien Reserve Account shall only
be applied for payment of Amortization InstallmentS,
principal of, or interest on the Outstanding Series of
Junior Lien Bonds for which such subaccount was
established and for no other Series of Bonds. In the
event of a refunding of any Junior Lien Bonds secured by
funds in the Junior Lien Reserve Account, the Issuer may
31
{
withdraw from the respective subaccount within the Junior
Lien Reserve Account for such Series of Bonds, all or any
portion of the amounts accumulated therein with respect to
the Junior Lien Bonds being refunded and deposit such
amounts as required by the resolution authorizing the
refunding of such Series of Junior Lien Bonds; provided
that such withdrawal shall not be made unless (a)
immediately thereafter, the Junior Lien Bonds being
refunded shall be deemed to have been paid pursuant to
Section 25 hereof, and (b) the amount remaining in such
subaccount after giving effect to the issuance of such
refunding obligations and the dispositions of the proceeds
thereof shall not be less than the Reserve Requirement for
any Junior Lien Bonds of Such Series then Outstanding.
(3) The balance of any moneys remaining in the
Redevelopment Fund after the above required payments have been
made may be used after the end of each Fiscal Year for any
lawful purpose within the Redevelopment Area or may be returned
to the City in accordance with the applicable provisions of
Florida law; provided, however, that said moneys shall not be
used for any purposes other than those hereinabove specified
unless all current payments, including any deficiencies for
prior payments and including payments on the Series 1993B
Bonds, have been made in full and unless the Issuer shall have
complied fully with all the covenants and provisions herein.
(C) BOOKS AND RECORDS. The Issuer will keep books and records
of the receipts of the Pledged Revenues in which complete and
correct entries shall be made of the Pledged Revenues and any
Holder of Bonds issued pursuant to this Resolution shall have the
right at all reasonable times to inspect all records, accounts, and
data of the Issuer relating thereto.
The Issuer shall, in compliance with the provisions of the laws
of the State but not less than once a year, cause the. books,
records, and accounts relating to the collection of the Pledged
Revenues to be properly audited by a firm of independent certified
public accountants licensed in the State of Florida, and shall make
available any opinion of the certified public accountants together
with the annual financial report of the Issuer at all reasonable
times to any Holder or Holders of the Bonds issued pursuant to this
Resolution or any one acting for or on behalf of such Bondholder or
Bondholders.
(D) ISSUANCE OF OTHER OBLIGATIONS. The Issuer shall issue no
bonds or obligations of any kind or nature payable from or enjoying
a lien on the pledged revenues, or any part thereof if such
'obligations if such Bonds have priority over the Series 1993A Bonds
with respect to payment or lien. Nor may the Issuer create or
cause or permit to be created any dabt, lien, pledge, assignment,
encumbrance, or other charge having priority to or being on a
parity with the lien of the Series 1993A Bonds except under the
conditions and manner provided herein. Any obligations of the
Issuer, other than obligations authorized pursuant to Section 21(E)
32
hereof, which are payable from the Pledged Revenues, or any part
thereof, shall contain an express statement that such obligations
are junior and subordinate in all respects to the Bonds, as
applicable, as to lien on and source and security for payment from
such Pledged Revenues, or any part thereof.
(E) ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS AND OTHER
OBLIGATIONS. No Additional Parity Obligations, payable on a parity
from the proceeds of the Pledged Revenues with the Series 1993A
Bonds herein authorized shall be issued after the issuance of the
Series 1993A Bonds except on the conditions and in the manner
herein provided:
(1) There shall have been obtained and filed with the
Issuer and the City, a certificate of the Finance Director of
the City stating that the historical Pledged Revenues received
by the Issuer in any twelve (12) consecutive months of the last
twenty-four (24) months prior to the issuance of the Bonds will
be sufficient to pay 125% of the Maximum Debt Service Require-
ment on all Outstanding Senior Lien Bonds and the Additional
Parity Obligations with respect to which such certificate is
made.
(2) Each supplemental resolution authorizing the issuance
of Additional Parity Obligations will recite that all of the
covenants herein contained applicable to Senior Lien Bonds will
be applicable to such Additional Parity Obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed
hereunder, and all payments herein required to have been made
into the accounts and funds, as provided hereunder, shall have
been made to the full extent required.
(4) All payments on the Series 1993B Bonds shall be
current.
(5) The Issuer shall have complied with such other
covenants as shall be required by subsequent resolution of the
Issuer adopted prior to the sale of the Series 1993A Bonds.
No obligations, payable on a parity from the proceeds of the
Pledged Revenues with the Series 1993B Bonds herein authorized
shall be issued after the issuance of the Series 1993B Bonds except
on the conditions and in the manner herein provided:
(1) There shall have been obtained and filed with the
Issuer and the Issuer, a certificate of the Finance Director of
the City stating that the historical Pledged Revenues received
by the Issuer in any twelve (12) consecutive months of the last
twenty-four (24) months prior to the issuance of the Bonds will
be sufficient to pay 125% of the Maximum Debt Service
Requirement on all Outstanding Senior Lien Bonds, all
Outstanding Junior Lien Bonds and the parity obligations with
respect to which such certificate is made.
33
(2) Each supplemental resolution authorizing the issuance
of such obligations will recite that all of the covenants
herein contained applicable to Junior Lien Bonds will be
applicable to such obligations.
(3) The City and the Issuer shall not be in default in
performing any of the covenants and obligations assumed here-
under, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been
made to the full extent required.
(4) All payments on the Series 1993B Bonds shall be
current.
(5) The Issuer shall have complied with such other
covenants as shall be required by subsequent resolution of the
Issuer adopted prior to the sale of the Series 1993B Bonds.
(F) TRUST FUNDS; INVESTMENTS. Any and all special funds
herein established and created shall be deemed to be held in trust
by the Issuer for the purposes provided herein for such funds. The
moneys in all such funds shall be continuously secured in the same
manner as state and public deposits are permitted to be secured by
the laws of the State of Florida and may be invested and reinvested
only in Authorized Investments.
Income on all investments in the various funds, accounts, and
subaccounts created hereunder, except as otherwise provided, shall
be deposited in the respective fund, accounts, and subaccounts from
which such investments were made and be used for the purposes
thereof unless and until the maximum amount required is on deposit
therein, and thereafter shall be deposited in the Interest Account
in the Senior Lien Debt Service Fund. Income on all investments in
the Rebate Fund shall remain on deposit therein. In determining
the amount of any of the payments required to be made pursuant to
this Section, credit may be given for all investment income
accruing to the respective funds and accounts described herein,
except as otherwise provided.
The cash required to be accounted for in eadh of the funds,
accounts, and subaccounts described in this Resolution (with the
exception of the Rebate Fund), may be deposited in a single
financial institution account, provided that adequate accounting
records are maintained to reflect and control the restricted
allocation of the cash on deposit therein for the various purposes
of such funds, accounts, and subaccounts as herein provided. The
designation and establishment of the various funds, accounts, and
subaccounts in and by this Resolution to be held by the Issuer
shall not be construed to require the establishment of any
completely independent, self-balancing funds as such term is
commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues and
assets for certain purposes and to establish certain priorities for
application of such revenues and assets as herein provided.
34
(G) LEGALLY AVAILABLE FUNDS. The Issuer shall be permitted,
but shall not be obligated to, use any legally available source of
revenues of the Issuer, in addition to the Pledged Revenues, for
the payment of debt service on the Bonds.
SECTION 22. DEFAULTS; EVENTS OF DEFAULT. If any of the
following events occur, it is hereby defined as and declared to be
and constitute an "Event of Default" with respect to the Holders of
the Bonds:
(A) Default in the due and punctual payment of any
interest on the Bonds (however, a failure to make due and
punctual payments of the interest on the Series 1993B Bonds
shall not constitute an Event of Default);
(B) Default in the due and punctual payment of the
principal of and premium, if any, on the Bonds, at the stated
maturity thereof, or upon proceedings for payment (including
tender) or redemption thereof (however, a failure to make due
and punctual payments of the principal of and premium, if any,
on the Series 1993B Bonds, at the stated maturity thereof, or
upon proceedings for payments (including tender) or redemption
thereof shall not constitute an event of default);
(C) The entry by the Issuer into an agreement of
composition with its creditors, the filing by the Issuer of a
petition for the reorganization of the Issuer or rearrangement,
adjustment, or readjustment of the obligations of the Issuer
under the provisions of any bankruptcy or moratorium laws or
similar laws relating to or affecting creditors's rights;
(D) A court having jurisdiction in the premises shall
enter a decree or order providing for relief in respect of the
Issuer in an involuntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its
property, or offering the winding up or liquidations of its
affairs and such decree or order shall remain unstayed and in
effect far a period of ninety (90) days;
(E) Default in the performance or observance of any other
of the covenants, agreements, or conditions on the part of the
Issuer contained in this Resolution or in the Bonds and the
continuance thereof for a period of sixty days (60) after
written notice to the Issuer by the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
the Bonds then Outstanding (provided, however, that with
respect to any obligation, covenant, agreement, or condition
which requires performance by a date certain, if the Issuer
performs such obligation, covenant, agreement, or condition
within sixty (60) days of written notice as provided above, the
default shall be deemed to have been cured). In the event the
Issuer's obligations are contested, such sixty (60) day period
35
will commence on the first day following final decision of the
court of last resort from which review of the matter is sought.
(F) Failure by the Issuer promptly to remove any
execution, garnishment, or attachment of its property (but not
including property in the Redevelopment Area owned by private
parties) of such consequence as will impair its ability to
carry out its obligations under this Resolution.
The term "default" shall mean default by the issuer in the
performance or observance of any of the covenants, agreements or
conditions on its part contained in the Resolution or in the Bonds,
exclusive of any period of grace required to constitute a default
or an "Event of Default" as hereinabcve provided. The term
"default" shall not include the failure to make payments of
principal or interest on the Series 1993B Bonds on the stated date
of payment unless the Issuershall have adequate legally available
Pledged Revenues to make such payment.
Any Registered Owner of Bonds issued under the provisions
hereof or any trustee acting for the Registered Owners of such
Bonds, may either at law or in equity, by suit, action, mandamus or
other proceedings in any court of competent jurisdiction, protect
and enforce any and all rights, including the right to the appoint-
ment of a receiver, existing under State of Florida or federal law,
or granted and contained herein, and may enforce and compel the
performance of all duties required herein or by any applicable law
to be performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to any
Registered Owner of the Bonds any lien on any property of the
Issuer, or shall be construed to grant to the Registered Owners of
the Bonds the right to declare the Bonds immediately due and
payable.
The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Bond Holder is
intended to be exclusive of any other remedy, but each remedy shall
be cumulative and shall be in addition to any other remedy given to
any trustee or to the Bond Holders hereunder or now or hereafter
existing legally.
(ii) No delay or omission to exercise any right or power
accruing upon any defaultor Event of Default shall impair any such
right or power or shall be construed to be a waiver of any such
default or acquiescence therein, and every'such right and power may
be exercised as often as may be deemed expedient.
(iii) No waiver of any default or Event of Default hereunder
by the Bond Holders, shall extend to or shall affect any subsequent
default or Event of Default or shall impair any rights or remedies
consequent thereon.
36
(iv) With respect to Senior Lien Bonds, acceleration of the
payment of principal of and interest on such Senior Lien Bonds
shall not be a remedy in the case of an Event of Default hereunder
unless otherwise determined by resolution of the Issuer prior to
the issuance of the Series 1993A Bonds. Acceleration of the
payment of principal of and interest on the Bonds shall not be a
remedy in the case of an Event of Default hereunder with respect to
any Series of Junior Lien Bonds.
Upon the occurrence of an Event of Default, and upon the filing
of a suit or other commencement of judicial proceedings to enforce
the rights of the Bond Holders under this Resolution, the
Registered Owners shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the funds pending such
proceedings, with such power as the court making such appointment
shall confer.
On the occurrence of an Event of Default, to the extent such
rights may then lawfully be waived, neither the Issuer nor anyone
claiming through or under it, shall set up, claim or seek to take
advantage of any stay, extension or redemption laws now or here-
after in force, in order to prevent or hinder the enforcement of
this Resolution, and the Issuer, for itself and all who may claim
through or under it, hereby waives, to the extent it may lawfully
do so, the benefit of all such laws and all right of redemption to
which it may be entitled.
Anything in this Resolution to the contrary notwithstanding,
upon the occurrence and continuance of an Event of Default as
defined herein with respect to the Series 1993A Bonds and as long
as the Municipal Bond Insurance Policy or a letter of credit with
respect thereto is in full force and effect, the Bond Insurer or
the issuer of the letter of credit shall be entitled to control and
direct the enforcement of all rights and remedies granted to the
Registered Owners of the Series 1993A Bonds under this Re~olution
and the Bond Insurer shall also be entitled to approve all waivers
of Events of Default.
SECTION 23. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF REGISTERED OWNERS OF BONDS. The Issuer, from time to
time and at any time and without the consent of concurrence of any
Registered Owner of any Bonds, may adopt a resolution amendatory
hereof or supplemental hereto, if the provisions of such supplemen-
tal resolution shall not adversely affect the rights of the
Registered Owners of the Bonds then Outstanding, for any one or
more of the following purposes:
(A) To make any changes or corrections in the Resolution as to
which the Issuer shall have been advised by counsel that are
required for the purpose of curing or correcting any ambiguity or
defectiveor inconsistent provisions or omission or mistake or
manifest error contained in the Resolution, or to insert in the
Resolution such provisions clarifying matters or questions arising
under the Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer
for the purpose of further securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or
conferred upon the Issuer by the terms of the Resolution;
(D) To confirm as further assurance any lien, pledge or
charge, or the subjection to any lien, pledge or change, created or
to be created by the provisions of the Resolution;
(E) To grant to or confer upon the Registered Owners any
additional right, remedies, powers, authority or security that
lawfully may be granted to or conferred upon them;
(F) To assure compliance with provisions of the Internal
Revenue Code of 1986, as amended, providing for the exclusion of
interest on the Bonds from the gross income of the Registered
Owners of the Bonds (except for Taxable Bonds) for purposes of
Federal income taxation, in effect from time to time; and
(G) To modify any of the provisions of the Resolution in any
other aspects provided that such modifications shall not be effec-
tive until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be OutStanding,
or until the holders thereof consent thereto pursuant to Section
hereof, and any Bonds issued subsequent to any such modification
shall contain a specific reference to the modifications contained
in such supplemental resolution.
Except for Series Resolutions providing for the issuance of
Bonds pursuant hereto, the Issuer shall not adopt any supplemental
resolution authorized by the foregoing provisions of this Section
unless in the opinion of Bond Counsel the adoption of such supple-
mental resolution is permitted by the foregoing provisions of this
Section.
For so long as the Series 1993A Bonds shall be Outstanding and
the Municipal Bond Insurance Policy or the letter of credit with
respect thereto shall be in full force and effect, notice of the
adoption of any such amendment shall be given to the Bond Insurer.
SECTION 24. AMENDMENT OF RESOLUTION WITH CONSENT OF REGISTERED
OWNERS OF BONDS. Except as provided in Section 23 hereof, no
material modification or amendment of this Resolution or of any
resolution without the consent in writing of the Registered Owners
of fifty-one percent or more in the principal amount of the Bonds
of each Series so affected and then outstanding; provided, however,
that no modification or amendment shall permit a change in the
maturity of such Bonds or a reduction in the rate of interest
thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and
interest on the Bonds as the same shall become due from the Reve-
nues of the System or reduce the percentage of the Registered
Owners of the Bonds required to consent to any material modifica-
tion or amendment hereof without the Consent of the Registered
38
Owner or Registered Owners of all such obligations. For purposes
of this Section, to the extent any Bonds are insured by a Municipal
Bond Insurance Policy or are secured by a letter of credit and such
Bonds are then rated in as high a rating category as the rating
category in which such Bonds were rated at the time of initial
issuance and deliver thereof by either Standard & Poor's Corpora-
tion or Moody's Investor Service, Inc., or successors and assigns,
then the consent of the issuer of such Municipal Bond Insurance
Policy or the issuer of such letter of credit shall be deemed to
constitute the consent of the Registered Owner of such Bonds.
Notwithstanding the provisions of Section 22 of this Resolution
or the provisions of this Section 24, any provision of this
Resolution expressly recognizing or granting rights in or to the
Bond Insurer may not be amended in any manner which affects the
rights of the Bond Insurer hereunder without the prior written
consent of the Bond Insurer.
The Bond Insurer's consent shall be required, in addition to
consent of the Registered Owners of the Series 1993A Bonds, for the
initiation or approval of any action which requires the consent of
the Registered Owners of the Series 1993A Bonds.
SECTION 25. DEFEASANCE. If, at any time, the Issuer shall
have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect
to the Bonds, then, and in that event, the pledge of and lien on
the Pledged Revenues, in favor of the Holders of the Bonds shall be
no longer in effect. For purposes of the preceding sentence,
deposit of sufficient cash and/or principal of Acquired Obligations
in an irrevocable trust with a banking institution or trust
company, for the sole benefit of the Holders thereof, which
together with income on such Acquired Obligations will be
sufficient to make timely payment of the principal, interest, and
redemption premiums, if any, on the Outstanding Bonds as they come
due, whether at maturity or the date fixed for redemption, shall be
considered "provision for payment." Nothing herein shall be deemed
to require the Issuer to call any of the Outstanding Bonds for
redemption prior to maturity pursuant to any appIicable optional
redemption provisions, or to impair the discretion of the Issuer in
determining whether to exercise any such option for early
redemption.
Notwithstanding the foregoing, all references to the discharge
and satisfaction of Bonds shall include the discharge and
satisfaction of any issue or series of Bonds, any portion of an
issue or series of Bonds, any maturity or maturities of an issue or
series of Bonds, any portion of a maturity of an issue or series of
Bonds or any combination of the foregoing.
The Issuer agrees that it will take no action in connection
with any of the transactions referred to in this Section which will
cause interest on the Bonds (except for Taxable Bonds) to be
included in the gross income of the Registered Owners thereof for
purposes of Federal income taxation.
39
SECTION 27. TAX COVENANTS. With respect to any Series of
Bonds (except for Taxable Bonds):
(A) The Issuer shall not use or permit the use of any proceeds
of the Bonds or any other funds of the Issuer, directly or
indirectly, to acquire any securities or obligations, and shall not
use or permit the use of any amounts received by the Issuer with
respect to the Bonds in any manner, and shall not take or permit to
be taken any other action or actions, which would cause any Bonds
to be an "arbitrage bond" within the meaning of Section 148, or
"federally guaranteed" within the meaning of Section 149(b), of the
Internal Revenue Code of 1986, as amended (in this Section called
the "Code"), or otherwise cause interest on the Bonds to become
subject to federal income taxation.
(B) The Issuer shall at all times do and perform all acts and
things permitted by law and this Resolution which are necessary or
desirable in order to assure that interest paid on Bonds will be
excluded from gross income for purposes of federal income taxes and
shall take no action that would result in such interest not being
so excluded.
(C) The Issuer shall pay or cause to be paid to the United
States Government any amounts required by Section 148(f) of the
Code and the regulations thereunder (the "Regulations"). In order
to insure compliance with the rebate provisions of Section 148(f)
of the Code with respect to any Series of Bonds for which the
Issuer intends on the date of issuance thereof to be excluded from
gross income for purposes. of Federal income taxation, the Issuer
has created the Rebate Fund to be held by the Issuer. The Rebate
Fund need not be maintained so long as the Issuer timely satisfies
its obligation to pay any rebatable earnings to the United States
Treasury; however, the Issuer may, as an administrative
convenience, maintain and deposit funds in the Rebate Fund from
time to time. Any moneys held in the Rebate Fund shall not be
considered Pledged Revenues and shall not be pledged in any manner
for the benefit of the holders of the Bonds. Moneys in the Rebate
Fund (including earnings and deposits therein) shall be held for
future payment to the United States Government as required by the
Regulations and as set forth in instructions of Bond Counsel
delivered to the Issuer upon issuance of each series of such Bonds.
SECTION 28. REIMBURSEMENT. o The Issuer may, prior to the
issuance of the Series 1993 Bonds, incur a portion of the costs of
the Project and pay such costs from legally available revenues of
the Issuer or the City or from revenues available from the
developer of certain properties within the Redevetopment Area. The
Issuer is authorized to make such expenditures and to be reimbursed
from the proceeds of the Series 1993 Bonds in accordance with
Treasury Regulation Section 1.150-2.
SECTION 29. CAPITAL APPRECIATION BONDS. For the purpose of
(i) receiving payment of the redemption price of Capital
Appreciation Bonds if redeemed prior to maturity, (ii) receiving
payment if the principal of all or a portion of the Bonds is
41
declared immediately due and payable, (iii) computing Debt Service
Requirement, and (iv) computing the amount of Holders required for
any notice, consent, request or demand hereunder for any purpose
whatsoever, the principal amount of a Capital Appreciation Bond
shall be deemed to be its Compounded Amount.
SECTION 30. VALIDATION AUTHORIZED. The Issuer's Attorney is
hereby authorized and directed to institute appropriate proceedings
in the Circuit Court in and for Seminole County, Florida, for the
validation of the Series 1993A Bonds and the Series 1993B Bonds and
the proper officers of the Issuer are hereby authorized to verify
on behalf of the Issuer the pleadings in such proceedings.
SECTION 31. SEVERABILITY. If any one or more of the cove-
nants, agreements or provisions of this Resolution should be held
contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions of this Resolution or of the Bonds issued hereunder.
SECTION 32. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with the provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
SECTION 33. EFFECTIVE DATE. The provisions of this Resolution
shall take effect immediately upon its passage.
CITY ~j ,
1993.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANFORD
(SEAL) By: ~hairman
ATTEST:
1 k
42
Bettye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
Mr. Eckstein moved to approve the Minutes of meetings of
February 25, 1991, January 11, 1993, and March 8, 1993. Seconded
by Mr. Thomas and carried by the vote of the Agency, as follows:
Betrye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
There being no further business, the meeting was adjourned.
Chal~ ~' ~
Attest:
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community Redevelopment Agency of the City of Sanford, Florida,
and keeper of the records thereof, including the minutes of its
proceedings;
2. The annexed copy of the minutes of a meeting held on the
llth day of July, 1994, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 94-1 attached 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, 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 9th day of August, 1994.
(SEAL)
Clerk
No. 14(b)
Section 2 of the Resolution is further amended to include the
following definitions=
"AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company. The "Bond Insurer for
the Series 1993A Bonds shall be AFa~AC Indemnity.
"Taxable Bond" shall mean any Bond which the Issuer does not
intend for the interest thereon to be excludable from the gross
income of the Holder thereof for federal income tax purposes.
"Trustee" shall mean the trustee appointed by the Issuer to
perform the duties of Trustee hereunder, and its successor or
assigns and any other corporation which may at any time be
substituted in its place pursuant to the provisions hereof.
SECTION 3. Section 16 of the Resolution is hereby amended to
read as followsx
SECTION 16. CREATION OF FUNDS. There are hereby created and
established the following funds and accounts, which funds and
accounts shall be trust funds for the purposes herein provided and
used only in the manner herein provided.
(A) The "Community Redevelopment Agency of the City of
Sanford Redevelopment Fund" (hereinafter sometimes called the
"Redevelopment Fund"), to be held by the Issuer and to the credit
of which deposits shall be ~de as required by Section 21(A)
hereof.
(B) The "Community Redevelopment Agency of the City of
Sanford Senior Lien Debt Service Fund" (hereinafter sometimes
called the "Senior Lien Debt Service Fund") to be held by the
Trustee and to the credit of which deposits shall be made as
required by Section 21(B)(1) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the
Interest Account, the Redemption Account and the Senior Lien
Reserve Account. In the Senior Lien Reserve Account there shall be
maintained separate subaccounts for the Series 1993A Bonds and for
any series of Additional Parity Obligations.
(C) The "Community Redevelop~nt Agency of the City of
Sanford Junior Lien Debt Service Fund" (hereinafter sometimes
called the "Junior Lien Debt Service Fund") to be held by the
Trustee and to the credit of which deposits shall be made as
required by Section 21(B)(2)hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the
Interest Account, the Redemption Account and the Junior Lien
Reserve Account.
(D) The "Community Redevelopment Agency of the City of
Sanford Construction Fund" (hereinafter sometimes called the
3
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~D ~ ~ ~ ~D 0~.00
.o~ ~ ,~ ,~o o°
DO~D ~0 Olig ~D IH ~ ~OD ~'mo
~ io ~l I~ 0 o
~ D~ ~ D~ ~ ~ ~0~~
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m ~ o~ ~<~o~ moo H. ooo ~ ~ mH ~ ~ o
· 0 · ~
supplemented and amended to conform with the provisions herein
contained.
SECTION 15. EFFECTIVE DATE. The provisions of this
Resolution shall take effect immediately upon its passage.
REDEVEL MEN AGENCY OF
THE CITY OF day of ,
1994.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD
By:
Chai'~a~
(SEAL)
ATTEST:
A Commu ty Redevelopment
Agency of the City of Sanford
24
Bettye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
Lone K. Howell Aye
Proposed FY 94/95 Budget, and submission of same to Sanford City
Commission. Mr. Thomas moved to approve the proposed FY 94/95
Budget, with submission of same to the Sanford City Commission, for
inclusion in the City's FY 94/95 Budget. Seconded by Vice-Chairman
Moclanahan and carriedby the vote of the Agency as follows:
Betrye D. Smith Aye
A. A. McClanahan Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
Lone K. Howell Aye
Executive Director. Sanford City Manager reported that the
Preliminary Official Statement requires that same be executed bY
both the Mayor and the Executive Director of the Community
Redevelopment Agency ("CRA"), and recommended that the CRA appoint
the Sanford City Manager as Executive Director of the CRA.
Mr. Eckstein moved to appoint Sanford City Manager
William A. Simmons as Executive Director of the Community
Redevelopment Agency. Seconded by Mr. Thomas and carried by the
vote of the Agency as follows:
Mayor Smith Aye
Commissioner Eckstein Aye
Commissioner Thomas Aye
Commissioner McClanahan Aye
commissioner Howell Aye
There being no further business, the meeting was
adjourned.
Attest:
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the Community Redevelopment Agency of the City of Sanford, Florida,
and keeper of the records thereof, including the minutes of its
proceedings;
2. The annexed copy of the minutes of a meeting held on the
25th day of July, 1994, is a true, correct and compared copy of the
whole of the original minutes of said meeting on file and of
record;
3. Said meeting was duly convened in conformity with all
applicable requirements; a proper quorum was present throughout
said meeting and the instrument hereinafter mentioned was duly
proposed, considered and adopted in conformity with applicable
requirements; and all other requirements and proceedings incident
to the proper adoption of said instrument have been duly fulfilled,
carried out and otherwise observed;
4. I am duly authorized to execute this Certificate; and
5. The copy of Resolution No. 94-2 attached 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 9th day of August, 1994.
(.SEkL)
No. 14 (c)
WHEREAS, the Series 1994A Bonds and the Series 1994B Bonds are
herein collectively referred to as the "Bonds"; and
WHEREAS, the proceeds of the Series 1994A. Bonds are to be
used, together with other available funds of the Issuer, to (i)
acquire and construct certain facilities and improvements in the
Seminole Towne Center Community Redevelopment ~rea, (ii) purchase
a surety bond for deposit to the subaccount in the Senior Lien
Reserve Account established for the benefit of the Series 1994A
Bonds and (iii) pay certain costs of issuance of the Series 1994A
Bonds including the municipal bond insurance premium; an~
WHEREAS, the proceeds of the Series 1994B Bonds are to be
used, together with other available funds of the Issuer, to (i)
acquire and construct certain facilities and improvements in the
Seminole Towne Center Community Redevelopment Area and (ii) pay
certain costs of issuance of the Series 1994B Bonds; and
WHEREAS, the Issuer has received an offer from J. P. Morgan
Securities, Inc. (the "Underwriter") to purchase the Series 1994A
Bonds, subject to the terms and conditions contained herein and set
forth in a Bond Purchase Agreement, a copy of which is attached
hereto as Exhibit "A" (the "Bond Purchase Agreement"); and
WHEREAS, the Issuer has received an offer from Seminole Towne
Center Limited Partnership (the "Purchaser") to purchase the series
1994B Bonds, subject to the terms and conditions contained herein
and set forth in the Letter of Conditions, a copy of which is
attached hereto as Exhibit "B" (the "Letter of Conditions"); and
2
WHEREAS, the Issuer now desires to issue its Series 1994
Bohds, to sell its Series 1994 Bonds pursuant to the Bond Purchase
Agreement and the Letter of Conditions, to authorize the execution
and distribution of a Preliminary Official Statement and an
Official Statement in connection with the issuance of the Series
1994A Bonds and to take certain other actions~ln connection with
the issuance and sale of the Series 1994A Bonds; and
WHEREAS, the Issuer has authorized the purchase of municipal
bond insurance and has received a commitment for such insurance
from AMBAC Indemnity Corporation with respect to the Serles 1994A
Bonds; and
WHEREAS, the Issuer has been provided all applicable dis-
closure information required by Seotion 218.385, Florida Statutes,
a copy of which is attached as an exhibit to the Bond Purchase
Agreement and the Letter of Conditions, as applicable; and
WHEREAS, it is also in the best interest of theIssuer to
amend certain sections of the Resolution; and
WHEREAS, this resolution shall constitute a supplemental
resolution under the terms of the Resolution and all capitalized
undefined terms used heroin shall have the meanings set forth in
the Resolution;
BE IT ENACTED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CiTY OF SANFORD, FLORIDA:
SECTION ~. The issuance of $6,000,000 of the Series 1994A
Bonds and not to exceed $~/~,dd~ of the Series 1994B Bonds by the
3
City is hereby approved upon the terms and conditions set forth in
the Resolution.
SECTION 2. Due to the willingness of the Underwriter to
purchase $6,000,000 in aggregate principal amount of the Series
1994A Bonds at favorable interest costs and the importance of
timing in the marketing of such obligations it~is hereby determined
that it is in the best interest of the public and the Issuer to
sell the Series 1994A Bonds at a negotiated sale and such sale to
the Underwriter pursuant to the terms and conditions contained in
the Bond Purchase Agreement andherein is hereby authorized and
approved.
SECTION 3. Due to the willingness of the Purchaser to
purchase not to exceed $~,~9~,00 ~ in aggregate principal amount
of the Series 1994B Bonds at favorable interest costs it is hereby
determined that it is in the best interest of the public and the
issuer to sell the Series 1994B Bonds at a negotiated sale and,
subject to the provisions of Section 7 hereof, such sale to the
Purchaser pursuant to the terms and conditions contained in the
Letter of Conditions and herein is hereby authorized and approved.
SECTION 4. The Series 1994A Bonds are hereby sold to the
Underwriter, upon the terms and conditions set forth in the Bond
Purchase Agreement attached hereto as Exhibit "A" and incorporated
~y reference. The Chairman and the Secretary are hereby authorized
to execute such Bond Purchase Agreement in substantially the form
attached as Exhibit "A," with such additional changes, insertions
and omissions therein as do not change the substance thereof and as
4
may be approved by the said officers of the Issuer executing the
same, such execution to be conclusive evidence of such approval.
SECTION 5. The Series 1994B Bonds are hereby sold to the
Purchaser, upon the terms and conditions set forth in the Letter of
Conditions attached hereto as Exhibit "B" and incorporated by
reference. The Chairman and the Secretary are ~ereby. authorized to
execute such Letter of Conditions in substantially the form
attached as Exhibit "B," with such additional changes, insertions
and omissions therein as do not change the substance thereof and as
may be approved by the said officers of the Issuer executing the
same, such execution to be conclusive evidence of such approval.
SECTION 6. The Series 1994A Bonds shall be dated, shall bear
interest payable at the times, shall mature and shall be subject to
redemption as provided in Exhibit C attached hereto. The use of
the proceeds of the Series 1994A Bonds, shall be as'provided in
Exhibit "C" attached hereto.
SECTION 7. The Series 1994B Bonds shall be dated as of the
date of delivery, shall mature on December 1, 2011 and shall bear
interest at a rate of 9% payable on December i of each year,
beginning December 1, 1997. The Series 1994B Bonds shall be issued
as one fully registered Bond in an authorized denomination equal to
the amount of the Series 1994B Bonds issued. The Series 1994B
BOnds shall be subject to redemption as follows:
The Series 1994B Bonds maturing December 1, 2011 are subject
to mandatory sinking fund redemption on December i of each year,
beginning December 1, 1997 at a redemption price equal to 100% of
5
the principal amount to be redeemed, plus accrued interest, in an
amount equal to Trust Fund Revenues legally available on such date
to pay debt service on the Series 1994B Bonds.
The Series 1994B Bonds are subject to optional redemption at
the option of the Issuer at any time prior to maturity in whole or
in part, from any available funds, at 100% of the principal amount
of the Series 1994B Bonds to be redeemed, plus accrued interest to
the date fixed for redemption.
No such Series 1994B Bonds shall be issued nor once such
Series 1994B Bonds are issued, shall such Series 1994B'Bonds be
transferred unless such purchaser shall have executed an
"investment-letter" in substantially the form attached hereto as
Exhibit "D" and in form and substance satisfactory to the City
Attorney of the City of Sanford. In addition, no Series 1994B
Bonds shall be sold unless and until the purchaser shall have
provided all disclosure information required by Section 218.385,
Florida Statutes. The use of the proceeds of the Series 1994B
Bonds, shall be as provided in a certificate executed by the
Chairman.
SECTION 8. The Series 1994 Bonds shall be issued under and
secured by the Resolution and shall be executed and delivered by
the Chairman and the Secretary in substantially the form set forth
in the Resolution, with such additional changes and insertions
therein as conformto the provisions of the Bond Purchase Agreement
and the Letter of Conditions, as applicable, and such execution and
6
delivery shall be conclusive evidence of the approval thereof by
such officers.
SECTION 9. It is in the best interest of the Issuer that the
Series 1994A Bonds be issued utilizing a pure book-entry system of
registration. The Series 1994A Bonds shall be initially issued in
the form of a separate single certificated fully registered Bond
for each of the maturities of such series 1994A Bonds. Upon
initial issuance, the ownership of each such Series 1994A Bond
shall be registered in the registration books kept bythe Registrar
in the name of Cede & Co. ("Cede"), as nominee of The D~pository
Trust Company ("DTC").
With respect to Series 1994A Bonds registered in the registra-
tion books kept by the Registrar in the name of Cede, as nominee of
DTC, the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation to any such Participant or to any
indirect participant. Without limiting the immediately preceding
sentence, the Issuer, the Registrar and the PayingAgent shall have
no responsibility or obligation with respect to (i) the accuracy of
the records of DTC, Cede or any Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any
Participant or any other person other than a Bondholder, as shown
in the registration books kept by the Registrar, of any notice with
respect to the Series 1994A Bonds, including any notice of redemp-
tion, or (iii) the payment to any Participant or any other person,
other than a Bondholder, as shown in the registration books kept by
the Registrar, of any amount with respect to principal of, premium,
7
if any, or interest On the Series 1994A Bonds. The Issuer, the
Registrar and the Paying Agent may treat and consider the person in
whose name each Series 1994A Bond is registered inthe registration
books kept by the Registrar as the holder and absolute owner of
such Series 1994A Bond for the purpose of payment of principal,
premium and interest with respect to such Serfes 1994A Bond, for
the purpose of giving notices of redemption and other matters with
respect to such Series 1994A Bond, for the purpose of registering
transfers with respect to such Series 1994A Bond, and for all other
purposes whatsoever. The Paying Agent shall pay all prin6ipal of,
premium, if any, and interest on the Series 1994A Bonds only to or
upon the order of the respective Holders, as shown in the
registration books kept by the Registrar, Or their respective
attorneys duly authorized in writing, as provided herein and all
such payments shall be valid and effective to fully 'satisfy and
discharge the Issuer's obligations with respect to payment of prin-
cipal of, premium, if any, and interest on the Series 1994A Bonds
to the extent of the sum or sums so paid. No person other than a
Holder, as shown in the registration books kept by the Registrar,
shall receive a certificated Series 1994A Bond evidencing the obli-
gation of the Issuer to make payments of principal, premium, if
any, and interest pursuant to the provisions hereof. Upon delivery
b~ DTC to the Issuer of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede, and sub-
ject to the provisions herein with respect to Record Dates, the
word "Cede" in this Resolution shall refer to such new nominee of
8
DTC; and upon receipt. of such a notice the Issuer shall promptly
deliver a copy of the same to the Registrar and the Paying Agent.
Upon receipt by the Issuer of written notice from DTC (i) to
the effect that DTC has received written notice from the Issuer or
from Participants having interests, as shown in the records of DTC,
in an aggregate principal amount of not less'than fifty perce~t
(50%) of the aggregate principal amount of the then outstanding
Series 1994A Bonds to the effect that a continuation of the
requirement that all of the outstanding Series 1994A Bonds be
registered in the registration books kept by the Registrar in the
name of Cede, as nominee of DTC, is not in the best interest of the
beneficial owners of the Bonds of such Series or (ii) to the effect
that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of
DTC hereunder can be found which is willing and able to undertake
such functions upon reasonable and customary terms, such Bonds
shall no longer be restricted to being registered in the regis-
tration books kept bythe Registrar in the name of Cede, as nominee
of DTC, but may be registered in whatever name or names Holders
transferring or exchanging such Series 1994A Bonds shall designate,
in accordance with the provision of hereof.
In furtherance thereof, the Issuer authorizes the execution
and delivery of a Letter of Representations with The Depository
Trust Company in substantially the form attached hereto as Exhibit
"E" and the Chairman and Secretary are hereby authorized to execute
and deliver the Letter of Representations with such changes,
9
insertions and omissions as shall be approved by the officers of
the Issuer executing the same.
SECTION 10. Insurance to insure the holder of any Series
1994A Bond the scheduled payment of principal and interest on
behalf of the Issuer is hereby authorized to be purchased from
AMBAC Indemnity Corporation ("AMBAC") and 'payment for such
insurance is hereby authorized from proceeds of the Series 1994A
Bonds in accordance with the Commitment for Municipal Bond
Insurance from AMBAC attached hereto as Exhibit "F." A statement
of insurance is hereby authorized to be printed on or at[ached to
the Series 1994A Bonds for the benefit and information of the
Bondholders.
SECTION 11. First Union National Bank of Florida is hereby
appointed Trustee pursuant to the Resolution and is also appointed
Paying Agent and Registrar for the Series 1994 Bonds.'
SECTION 12. The distribution by the Underwriter of the
Preliminary Official Statement for the Series 1994A Bonds is hereby
approved, confirmed and ratified. The distribution of a final
Official Statement of the Issuer relating to the issuance of the
Series 1994A Bonds is hereby approved, such final Official State-
ment to be in substantially the form attached as an exhibit to the
Bond Purchase Agreement, with such additional changes, insertions
and omissions as may be made and approvedbyofficers of the Issuer
executing the same, such execution to be conclusive evidence of any
such approval. The Chairman and the Secretary are hereby autho-
rized to execute such Official Statement in substantially the form
10
attached to the Bond Purchase Agreement. The execution of such
Official Statement by such officers is hereby approved with such
additional changes, insertions and omissions as may be made and
approved by such officers.
SECTION 13. The term "Authorized Investments" in the
a d
Resolution shall only include those investmentst uthorize pursuant
to Exhibit "G" attached hereto.
SECTION 14. The purchase of a Surety Bond from AMBAC in an
amount equal to the Reserve requirement for the Series 1994 A Bonds
is hereby authorized. The Chairman and the Secretary a~e hereby
authorized to execute a Guaranty Agreement in substantially the
formattached hereto as Exhibit "H", with such addition, insertions
and omissions as shall be approved by the officers of the IssUer
executing the same, with execution thereof being conclusive
evidence of such approval.
SECTION 15. The remaining authorized but unissued Series 1994
Bonds in the principal amount of $ ~O/O00 are hereby canceled
and shall not be issued.
SECTION 16. All prior resolutions of the Issuer inconsistent
with the provisions of this Resolution are hereby modified, supple-
mented andamended to conformwith the provisions herein contained.
SECTION 17. The Chairman and the Secretary and any other
appropriate officers of the Issuer are hereby authorized and
directed to execute any and all certifications or other instruments
or documents required by the ResolUtion, the Bond Purchase
Agreement, the Letter of Conditions,' the Guaranty Agreement or any
11
other document referred to above as a prerequisite or precondition
to the issuance of the Series 1994 Bonds and any such representa-
tion 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 Series 1994 Bonds is hereby
approved, confirmed and ratified.
SECTION 18. Section 21(B)(1) of the Resolution is hereby
amended to read as follows:
(B) DISPOSITION OF THE PLEDGED REVENUES. Amounts on
deposit in the Redevelopment Fund shall be transferred not
later than the 25th day of each month only in the ~ollowing
manner and the following order of priority.
(1) The Issuer shall, in addition to past due payments
of principal of and interest on the Senior Lien Bonds transfer
to the Senior Lien Debt Service Fund which shall be held by
the Trustee and credit to the following accounts, in the
following order (except that payments in the Principal Account
and the Redemption Account shall be on a parity with each
other), the following identified sums:
(a) Interest Account: Such sums as will be
sufficient to pay all interest coming due on all
outstanding Senior Lien Bonds on the next debt service
payment date, together with any fees and charges of the
Paying Agent and Registrar therefor. Provided, however,
that monthly deposits of interest, or portions thereof,
shall not be required to be made to the extent that money
on deposit within such Interest Account in the Senior
Lien Debt Service Fund is sufficient for such purpose.
In addition, deposits shall not be required to the extent
moneys are not available in the Redevelopment Fund for
such purpose. Moneys in the Interest Account in the
Senior Lien Debt Service Fund may be used only for the
purposes set forth in this paragraph (a).
(b) Principal Account: Such sum as will be
sufficient to pay the principal amount of the Senior Lien
Bonds which will mature and come due on the next maturity
date. Provided, however, that monthly deposits for
principal, or portions thereof, shall not be required to
be made to the extent that money on deposit within such
Principal Account in the Senior Lien Debt Service Fund is
sufficient for such purpose. In addition, deposits shall
12
not be required to the extent moneys are not available in
the Redevelopment Fund for such purpose. Moneys in the
Principal Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (b).
(c) Redemption Account: Such sum as will be
sufficient to pay the principal amount of the applicable
Amortization Installment established for the mandatory
redemption of Outstanding Senior Lien Be~dson..the next
maturity date. Provided, however, that monthly deposits
into the Redemption Account, or portions thereof, shall
not be required to be made to the extent that moneys on
deposit in the Redemption Account are sufficient for such
purpose. In addition, deposits shall not be required to
the extent moneys are not available in the Redevelopment
Fund for such purpose. The moneys in the Redemption
Account shall be used solely for the purchase or
redemption of the Term Bonds payable therefr6m. The
Issuer may at any time purchase said TermBonds at prices
not greater than the redemption price of such Term Bonds
on the next ensuing redemption date. If the Issuer shall
purchase or call for redemption in any year Term Bonds in
excess of the Amortization Installment requirement for
such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such
times as the Issuer shall determine. Moneys in the
Redemption Account in the Senior Lien Debt Service Fund
may be used only for the purposes set forth in this
paragraph (c).
(d) The Issuer shall next deposit from moneys
remaining in the Redevelopment Fund an amount required by
each Series Resolution into each subaccount within the
Senior Lien Reserve Account to be held by the Trustee.
Any withdrawals from any subaccount in the Senior Lien
Reserve Account shall be subsequently restored from the
first moneys available in the Redevelopment Fund, on a
pro-rata basis as to all subaccounts in the Senior Lien
Reserve Account, after all current applications and
allocations to the Senior Lien Debt Service Fund,
including all deficiencies for prior payments, have been
made in full. Such restoration shall occur on a parity
with all payments required to be made to the prorider of
any Reserve Product, as hereinafter defined, in order to
reimburse such provider for payments made under such
Reserve Product. To the extent the Issuer determines
pursuant to a series resolution to fund a subaccount
within the Senior Lien Reserve Account for a respective
Series of Senior Lien BondS, the Issuer may provide that
the difference between the amounts on deposit in such
account and the Reserve Requirement for such Series of
13
Senior Lien Bonds shall be an amount covered by obtaining
bond insurance issued by a reputable and recognized
municipal bond insurer, by a surety bond or a letter of
credit, or any combination thereof ("Reserve Product").
Moneys in the Senior Lien Reserve AccoUnt shall be used
only for the purpose of the payment of Amortization
Installments, principal of, or interest on the Senior
Lien Bonds when the other moneys allocated tO the Senior
Lien Debt Service Fund are insufficient therefor and for
no other purpose. Moneys in the ~eni~r Lien Reserve-
Account shall not be used for payment of the Series 1993B
Bonds or any Junior Lien Bonds. Moneys in each
subaccount in the Senior Lien Reserve Account shall be
valued as determined by the resolution authorizing such
series of Senior Lien Bonds for which such account was
established. Notwithstanding the foregoing, moneys on
deposit in each respective subaccount in the Senior Lien
Reserve Account shall only be applied for payment of
Amortization Installments, principal of, or interest on
the Outstanding Series of Senior Lien Bonds for which
such subaccount was established and for no other Series
of Bonds. In the event of a refunding of any Senior Lien
Bonds secured by funds in the Senior Lien Reserve
Account, the Issuer may withdraw from the respective
subaccount within the Senior Lien Reserve Account for
such Series of Bonds, all or any portion of the amounts
accumulated therein with respect to the Senior Lien Bonds
being refunded and deposit such amounts as required by
the resolution authorizing the refunding of'such Series
of Senior Lien Bonds; provided that such withdrawal shall'
not be made unless (a) immediately thereafter, the Senior
Lien Bonds being refunded shall be deemed to have been
paid pursuant to Section 25 hereof, and (b) the amount
remaining in such subaccount after giving effect to the
issuance of such refunding obligations and the
dispositions of the proceeds thereof shall not be less
than the Reserve Requirement for any Senior Lien Bonds of
such Series then Outstanding.
SECTION 19. Section 22 of the Resolution are hereby amended
to read as follows:
SECTION 22. DEFAULTS; EVENTS OF DEFAULT. If any of the
following events occur, it is hereby defined as and declared
to be and constitute an "Event of Default" with respect to the
Holders of the Bonds:
(A) Default in the due and punctual payment of any
interest on the Bonds (however, a failure to make due and
punctual payments of the interest on the Series 1993B Bonds
14
because ofthe lack of legally available Trust Fund Revenues
shall not constitute an Event of Default);
(B) Default in the due and punctual payment of the
principal of and premium, if any, on the Bonds, at the stated
maturity thereof, or upon proceedings for payment (including
tender) or redemption thereof (however, a failure to make due
and punctual payments of the principal of and premium, if any,
on the Series 1993B Bonds because of the lack of legally
available Trust Fund Revenues, at the stated maturity thereof,-
or upon proceedings for payments (indluding tender) or
redemption thereof shall not constitute an event of default);
(C) The entry by the Issuer into an agreement of
composition with its creditors, the filing by the Issuer of a
petition for the reorganization of the Issuer or
rearrangement, adjustment, or readjustment of the obligations
of the Issuer under the provisions of any bankruptcy or
moratorium laws or similar laws relating to or affecting
creditors's rights;
(D) A court having jurisdiction in the premises shall
enter a decree or order providing for relief in respect of the
Issuer in an involuntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its
property, or offering the winding up or liquidations of its
affairs and such decree or order shall remain unstayed and'in'
effect for a period of ninety (90) days;
(E) Default in the performance or observance of any
other of the covenants, agreements, or conditions on the part
of the Issuer contained in this Resolution or in the Bonds and
the continuance thereof for a period of sixty days (60) after
written notice to the Issuer by the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
the Bonds then Outstanding (provided, however, that with
respect to any obligation, covenant, agreement, or condition
which requires performance by a date certain, if the Issuer
performs such obligation, covenant, agreement, or condition
within thirty (30) days of written notice as provided above,
the default shall be deemed to have been cured). In the event
the Issuer's obligations are contested, such thirty (30) day
period will commence on the first day following final decision
of the court of last resort from which review of the matter is
sought.
(F) Failure by the IsSuer promptly to remove any
execution, garnishment, or attachment of its property (but not
including property in the Redevelopment Area owned by private
15
parties) of such consequence as will impair its ability to
carry out its obligations under this Resolution.
The term ',default" shall mean default by the Issuer in
the performance or observance of any of the covenants,
agreements or conditions on its part contained in the
Resolution or in the Bonds, exclusive of any period of grace
required to constitute a default or an "Event of Default" as
hereinabove provided. The term "default" shall not include
the failure to make payments of principal~ om~interest on the'
Series 1993B Bonds on the stated date of payment unless the
Issuer shall have adequate legally available Pledged Revenues
to make such payment.
The Trustee, any Registered Owner of Bonds issued under
the provisions hereof or any trustee acting for the Registered
Owners of such Bonds, may either at law or in equity, by suit,
action, mandamus or other proceedings in any ~ourt of
competent jurisdiction, protect and enforce any and all
rights, including the right to the appointment of a receiver,
existing under State of Florida or federal law, or granted and
contained herein, and may enforce and compel the performance
of all duties required herein or by any applicable law to be
performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to
the Trustee or to any Registered Owner of the Bonds any lien
on any property of the Issuer other than the Pledged Revenues.
The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Trustee
or the Bondholders is intended to be exclusive of any other
remedy, but each remedy shall be cumulative and shall be in
addition to any other remedy given to the Trustee or to the
Bondholders hereunder or now or hereafter existing legally.
(ii) No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any
such right or power or shall be construed to be a waiver of
any such default or acquiescence therein, and every such right
and power may be exercised as often as may be deemed
expedient.
(iii) No waiver of any default or Event of Default
hereunder by the Trustee or the Bondholders, shall extend to
or shall affect any subsequent default or Event of Default or
shall impair any rights or remedies consequent thereon.
(iv) With respect to Senior Lien Bonds, acceleration of
the payment of principal of and interest on such Senior Lien
Bonds shall specifically be a remedy in the case of an Event
16
of Default hereunder, but only with the prior written consent
of the Bond Insurer- Acceleration of the payment of principal
of and interest on the Bonds shall not be a remedy in the case
of an Event of Default hereunder with respect to any Series of
Junior Lien Bonds.
Upon the occurrence of an Event of Default, and upon the
filing of a suit or Other commencement of judicial proceedings
to enforce the rights of the Bond Holders under this
Resolution, the Registered Owners and the T=ustee.,shall be-
entitled, as a matter of right, to tha appointment of a
receiver or receivers of the funds pending such proceedings,
with such power as the court making such appointment shall
confer.
On the occurrence of an Event of Default, to the extent
such rights may then lawfully be waived, neither the Issuer
nor anyone claiming through or under it, shall set up, claim
or seek to take advantage of any stay, extension or rademption
laws now or hereafter in force, in order to prevent or hinder
the enforcement of this Resolution, and the Issuer, for itself
and all who may claim through or under it, hereby waives, to
the extent it may lawfully do so, the benefit of all such laws
and all right of redemption to which it may be entitled.
Anything in this Resolution to the contrary
notwithstanding, upon the occurrence and continuance of an
Event of Default as defined herein with respect to the Series
1993A Bonds and as long as the Municipal Bond Insurance Policy
or a letter of credit with respect thereto is in full forceI
and effect, the Bond Insurer or the issuer of the letter of
credit shall be entitled to control and direct the enforcement
of all rights and remedies granted to the Registered Owners of
the Series 1993A Bonds and the Trustee under this Resolution
and the Bond Insurer shall also be entitled to approve all
waivers of Events of Default.
SECTION 20. This resolution shall take effect immediately
upon its adoption.
17
PASSED ~D ADOPTED BY THE COMITY REDEVELOPMENT AGENCY OF
THE CITY OF S~FO~, FLORIDA, this~day of , 1994.
COMITY RED~ELOPMENT AGENCY
OF THE CITY OF S~FO~, FLORIDA
(S~) By:Chal~ ~~
ATTEST:
18
EXHIBIT A
BOND PURCHASE AGREEMENT
[Intentionally Omitted - See No. 9(b) in this Transcript]
EXHIBIT B
LETTER OF CONDITIONS
July 22, 1994
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
300 North Park Avenue, Second Floor
Sanford, Florida 32771 ~ ..,
William L. Colbert, Esq.
STENSTROM, McINTOSH, JULIAN, COLBERT
WHIGHAM & SIMMONS, P.A.
Sunbank Building, Suite 200
200 West First Street
Sanford, Florida 32772-4848
Re: $2,800,000.00
Community Redevelopment Agency of the City of Sanford, Florida
community Redevelopmerit Revenue Bonds, Series 1994-B
Dear Ladies and Gentlemen:
This letter is to confirm our intention to purchase up to a
maximum of $2,800,000.00 of the Community Redevelopment Revenue
Bonds of the Community Redevelopment Agency of the City of Sanford,
Series 1994-B ("Bonds") in one or more series at par. It is our
intent that the purchase of the Bonds occur contemporaneously with
or shortly after the sale of the Community Redevelopment Revenue
Bonds of the Community Redevelopment Authority of the City of
Sanford, Series 1994-A. Our purchase of the Bonds is subject to
and conditioned upon the issuance and sale of the Series 1994-A
Bonds.
The foregoing represents our stated intent to purchase an
aggregate amount not to exceed $2,800,000.00.
Very truly yours,
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP.
By: SIMON PROPERTY GROUP, L.P., a
Delaware limited partnership,
general partner
By: SIMON PROPERTY GROUP, INC., a
Maryland corporation, its
general partner
Ran orthy, Vice President
RLF:dlm
MERCHANTS PLAZA POST OFF[CE BOX 7033 INDIANAPOL[S, INDIANA 46207 317-636-1600
purchases Series 1994A Bonds subject to mandatory redemption in
accordance with the Resolution, the principal amount thereof shall
be credited against the amount subject to mandatory redemption.
The Series 1994A Bonds maturing on and after June 1, 2005 are
also subject to optional redemption, at the option of the Agency,
prior to maturity on June 1, 2004, or on any date thereafter, in
whole Or in part, from any available funds, at the redemption
prices (e~preseed as a percentage of-the principal amount to be
redeemed), plus accrued interest to the date fixed,~or. rg~emptio~,.
and on the redemption dates set forth below:
Redemption Dates (Inclusive) Redemption Prices
June 1, 2004 - May 31, 200~ 102%
June 1, 2005 - May 31, 2006 101
june 1, 3006 and thereafter 100
In the event that less than all the Series 1994A Bonds are
called for redemption, the particular Series 1994A Bonds or
porkions of Series 1994A Bonds to be redeemed will be made by the
Paying Agent by lot by providing for the selection for redemption
of Series 1994A Bonds or portions of Series 1994A Bonds in
principal amount of $5,000 an integral multiples thereof.
US~ OF PROSREDS OF SERIB8 1994A BONDS
Bon~ Proceeds: -'
Par Amount $6,000,000.00
AOcrued Interest 7,?08.11
Original Issue Discount
~5,9~,?08.11
Uses:
Pro~eot Fund Deposits:
Construction $4,746,990.92
Other Fund Deposits:
Debt Service Reserve Fund 50,000.00
Capitalized Interest 760.109.95
810,109.95
Delivery Date Expenses:
Cost of Issuance 174,=65.00
Underwriter~e Discount 178,700.00
Insurance Premium 6~,~53.89
415,~18.89
Other uses of Funds:
Additional Proceeds
$5,972,708.11
Note: Capitalized Interest includes deposit of 7,708.11 of bond
accrued interest.
PURCHASER'S CERTIFICATE
Community Redevelopment Agency
of the City of Sanford, Florida
Sanford, Florida
Stenstrom, McIntosh, Julian, Colbert,
Whigham & Simmons, P.A. _ '~
Sanford, Florida
Bryant, Miller and Olive, P.A.
Tallahassee, Florida
City Commission
City of Sanford, Florida
Ladies and Gentlemen:
This letter is being executed and delivered by the undersigned
as purchaser (the "Purchaser") to the Community Redevelopment
Agency of the City of Sanford, Florida (the "Issuer"), Stenstrom,
McIntosh, Julian, Colbert, Whigham & Simmons, P.A., Counsel to the
Issuer, Bryant, Miller and Olive, P.A., Bond Counsel and the City
Commission of the City of Sanford, so that the Issuer will issue,
sell and deliver its not to exceed $ Community
Redevelopment Revenue Bonds, Series 1994B (the "Series 1994B
Bonds") to the Purchaser to finance the acquisition and
construction of certain facilities and improvements (the "Project")
in the Seminole Towns Center Community Redevelopmerit Area (the
"Redevelopment Area") by the Issuer and to pay certain costs of
issuance of the Series 1994B Bonds. Terms defined in Resolution
No. , as amended and supplemented (the "Resolution"), are used
in th'[~ letter with the meanings assigned to them therein.
The undersigned hereby represents, warrants and agrees to and
with the Issuer that:
1. The Purchaser is an accredited investor as such
term is defined in the Securities Act of 1933.
2. The Purchaser has received copies of the Resolution
and certain of the other documents or instruments
being delivered in connection with the issuance of
the Bonds and agrees to comply with the terms
thereof, which are required pursuant to the Letter
of Conditions between the Issuer and Seminole Towne
Center Limited Partnership (the "Purchaser"), dated
, 1994, and said documents are in form and
substance satisfactory to the Purchaser and its
counsel.
3. The Purchaser has conducted its own investigations,
to the extent it deems satisfactory or sufficient
into matters relating to the business, properties,
management, and financial position and results of
operations of the Issuer, the Redev@lopment Area
and the Project; has received such information
(including financial statements and other financial
information) concerning the Issuer, the
Redevelopment Area and the Project that it has
requested in connection with its inVe~ent in the
Series 1994B Bonds; and during thecourse of the
transaction and prior to the purchase of the Series
1994B Bonds by the Purchaser, has been provided
with the opportunity to ask questions of and
receive answers from the Issuer or any person
acting on behalf of those persons concerning the
Issuer or the Project or concerning the terms and
conditions of the Series 1994B Bond offering and
the security therefor, and to obtain any additional
information needed in order to verify the accuracy
of the information obtained to the~extent that the
Issuer possesses such information or can acquire it
without unreasonable effort or expense.
4. The Purchaser is aware that the receipt of Trust
Fund Revenues is dependent upon a number of
economic variables that could effect the security
of its investment in the Series 1994B Bonds.
~ii 5. The Purchaser understands that the Series 1994B
Bonds are not registered under the Securities Act
of 1933, as amended. The Purchaser is purchasing
the Series 1994B Bonds for its own account for
investment and not with a view to, and with no
present intention of, distributing or reselling the
Series 1994B Bonds or any portion thereof.
6. The Purchaser understands that the Series
1994B Bonds are junior lien obligations and
that the Issuer has previously issued its
$ Community Redevelopment
Revenue Bonds, Series 1994A (the "1994A
Bonds"). The Purchaser understands that no
Trust Fund Revenues will be available for the
payment of the Series 1994B Bonds unless all
payments are current on the Series 1994A
Bonds.
7. The Purchaser understands 'that the Series
1994B Bonds are structured in a manner such
that payment of principal of and interest on
the Series 1994B Bonds will not be due and
owing unless and until all payments on the
Series 1994A Bonds are current.
The Purchaser understands and agrees that the foregoing
representations will be relied upon by the Issuer in the issuance
of the Bonds and by Bond Counsel to the Issuer in rendering
opinions on the exclusion of the Bonds from the registration
requirements of the Securities Act of 1933, as a~ended, 15 U.S.C.
Section 77a.
Very truly yours,
SEMINOLE TOWNE CENTER LIMITED
PARTNERSHIP, as Purchaser
By:
Name:
Title:
Date:
EX}EIBIT E
LETTER OF REPRESENTATIONS
BOOK-ENTRY ONLY MUNICIPAL BONDS
Letter of Representations
[Name of Issuer]
[Name of Agend
(DaCe)
Attention: General Counsel~ Office
The Depository Trust Company
55 Water Street: 49th Floor
New York, NY 1~41-00~
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above-referenced issue (the 'Bonds"). Agent will act as trustee, pa)dng agent, fiscal agent, or other
agent of lssuer with respect to the Bonds. The Bonds ,~411 be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
, 199_ (the "Document").
(-Underwriter~)
is distributing the Bonds through The Depository Trust Company CDTC").
To induce DTC to accept the Bonds as eligible for deposit at DTC. and to act in accordance
with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following
representations to DTC:
I. Prior to closing on the Bonds on , 199__, them shall be deposited with
DTC one Bond certificate registered in the uanqe of DTC~ nominee, Cede & Co., for each stated
maturiC' of the Bonds in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Bonds. If, however, the aggregate principal
areomit of any maturity exceeds 8150 million, one certificate will be issued with respect to each
81.50 million of principal an~ount and an additional certificate will be issued with respect to any
remaining principal amount. Each $1,50 million Bond certificate shall bear the following [egend:
Unless this certificate is presented by an authorized representative.9.ofTln~.-Depository Trust
Company a New York corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other enti~' as is requested by an authorized representative of
DTCL ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERx,~'ISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
oxvner hereof, Cede & Co., has an interest herein.
~. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or
Agent shall establish a record date for such purposes (with no provision for revocation of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 1.5 calendar days in advance of such record date.
3. In the event of a full or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notic~e to DTC speei6,ing: (a) the amount of the redemption or
refunding; (b) in the ease of a refunding, the matud.ty date(s) established under the refunding; and
(e) the date such notice is to be mailed to beneficial owners or published (the "Publication Date").
Such notice shall be sent to DTC by a secure means (e.g., legible telecgpy, registered or certified
mail, overuight deliver),) in a timely manner designed to assure that such notice is in DTC's
possession no later than tile close of business on the business day before the Publication Date.
[ssuer or Agent sirall fom,ard such notice either in a separate secure transmission for each CUSIP
number or iu a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP submitted in that transmission. (TIle p,-u'ty sending such notic~ shall
have a method to verifi/subsequently the use of such means and the timeliness of such notice.) The
Public-ation Date shall be not less than 30 days nor more than 60 days prior to the redemption date
or, in the c~se of an advance refimding, the date that the proceeds are deposited in escrow.
4. In the e4,'ent of an im,itation to tender the Bonds, notice by Issuer or Agent to Bondholders
speei~ng the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
sec'ure means in the manner set forth in the preceding Paragraph.
,5. AJI notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (21.2) 709-6897, and receipt of such notices shall be
cdnfimled by telephoning (212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mall or by
any other means shall be sent to:
Supervisor: Proxy..
Reorganization Department
The Depository Trust Company
7 Hanover Square: 23rd Floor
New ~%rk, NY 10004~2695
-2-
7. Notices to DTC pursuant to Paragraph 3 by tetecopy shall be sent to DTC's Call Notification
Department at (516) 227-4164 or (516) 227-4190. If the part>, sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such parlT shah telephone
(516) '227-4070. Notices to DTC pnrsuant to Parag'raph 3 by mail or by any other means shall be
sent to:
Call Notification Department
Fhe Depository Trust Company
~" 711 Stewart Avenue
Garden City, NY 11530-4719 , .... ..
8. Notices to DTC pursuant to Paragraph 4 and notices of other actions (including mandatory
tenders, exchanges, and capital changes) by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by any other means
shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
9. Transactions in the Bonds sl~..l be eligible for next-day funds settlement in DTCs Next-Day
Funds Setllement CNDFS") s.~te
A. Interest payments shall'be received by Cede & Co., as nominee of DTC, or its registered
assigns in next-day funds on each payment date (or the equivalent in accordance with
existing arrangements between lssuer or Agent and DTC). Such payments shah be made
payable to the order of Cede & Co. Absent any other existing arrangements such
payments shall be addressed as follows:
:i~!~ii!~ Manager; Cash Receipts
Dividend Department
The Depositor)? Trust Company
7 Hanover Square; 241h Floor
Ne~v ~brk, NY 10004-2695
B. Principal payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next-day funds on each payment date (or the equivalent in accordance with
'. existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:
NDFS Redemption Department
The Depositor,/' Trust Company
55 Water Street: 50th Floor
, New York, NY 10041-0099 "
10. DTC may direct lssuer or Agent to use any other telephone number or address as the
number or address to wbich notices or payments of interest or principal may be sent.
1 L In the event of a redemption, acceleration, or atiy other similar transaction (e.g., tender made
and accepted in response to issuer~ or Ageut~ invitation) necessitating a reduction in the aggregate
principal amount of Bonds outstanding or an a&2nce refunding of part of the Bonds outstanding,
DTC, in its discretion: (a) may request lssuer or Agent to issue and authenticate a new Bond
certificate, or (b) may make an appropriate notation on the Bond certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in which case the
certificate ~ll be presented to [ssuer or Agent prior to pa>qnent if required.
12. In the event that Issuer determines that beneficial ovmers of Bonds shall be able to obtain
certi~cated Bonds, Issuer or Agent shall riotiff/DTC of the availability of Bond certificates. In such
event, Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts,
as required by DTC and others.
1:3. DTC may discontinue pro~'iding its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to Issuer or Agent (at which time DTC will confirm
with [ssuer or Agent the aggregate principal amount of Bonds outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certi~tes~ ~,ideneing Bonds to an),' '
DTC Parb:.cipant having Bonds credited to its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalfof Issuer.
Note.s: Very truly yours,
A. If there is an Agent (as defined in this Letter of
Representations) Agent as well as ISsuer mt~t sign this
Letter. If tJ,ere/~ no. ent, in siLming this Letter [ssuer
jt:~4f tllK{ett~lkes to pe~rrfl 'aft o/~tile abli~,lfiorts set fortJi ([ssuet)
B. Urgler Rules of the Municipul Securities Rulemaking By:
l~ard relating to 'goc~, delkerv', a murtic~pal sccurities ' (Authorized Officer's Sigwature)
dealer mus~ b~ able to detemxL4 the &re ttmt a iKnice of a
lxtrciale.~lorofanack~xere ' of a p~ d an ksue is
pubkshed (the 'publication ~e C*stablishment of
bdc*h a pub'-Ik.~on &tteks ildd~ ill Paragraph 3of fie (Agent)
tette~
By:
C. Schedule B contains statements flint DTC believes (Authorized Officers Signature)
a~xz~Ir, aelv descril:e DTC. the me~od of effedin book-
t.l~try tra/~fers of sc-curities distributed thn.~t~
cYettain febted ringers.
Rece. ived and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
(Authorized Officer)
-4-
SCHEDULE A
CUS1P Principal Amount Matudty Date Interest Rate
SCHEDULE B
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York. NY, will act as securities depository for the securities (the
"Securities"). The Securities will be issued as fully-registered securities registered_ in the, name of'Cede & Co. (DT~'s
partnership nominee). One fully-registered Secudty certificate will be issued for [each issue of] the Securities, [each] in
the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal
amount of [any] issue exceeds $150 million. one certificate will be issued with respect to each $150 million of principal
amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York Banking Law. a ~banking organization"
within the meaning of the New York Banking Law, a member of t,he Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of Securities certificates. Direct
Participants include securities brokers and dealers, benks, trust companies, cleadng corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the
Amedcan Stock Exchange, Inc., and the National ASsociation of Securities Dealers, Inc. ACcess to the DTC system is
.also available to others such as securities brokers and dealers, banks, and trust companies that clear through or
'maintain a custedial relationship with a Direct Participant, either directly or indirectly ("indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange CommiseioH.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants. which will
receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will
not receive wdtten confirmation ffom DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direst or
Indirect Partialpant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests
in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial
Ownera. Beneficial Owners 'will not receve certificates representing their ownership interests in Securities, except in
the e/ant that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co, The deposit of Securities with DTC and their registratbn in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are ....
credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regula!ory requirements as may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an issue are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Prox~ assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it witl not receive payment on payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name." and will be the responsibility of such Participant
and not of DTC, the Agent. or the Issuer, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of
such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
r
[9. A Beneficial Owner shall give notice to elect to have its Securities "pu chased or tendered. throt~gh its
Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's records, to the FFender/Remarketing] Agent.
The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory
purchase will be deemed satisfied when the ownership dghts in the Securities are transferred by Direct Participants on
DTC's records. J
10. DTC may discontinue providing its services as securities depository with respeot to the Securities at any time
by giving reasonable notice to the Iseuer or the Agent. Under such circumstances, in the everit that a successor
securities depository is not obtained, Security certificates are required to be pdnted and delivered,
11. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Secudty certificates will be printed and delivered.
12. Th~ information in this section concerning DTC and DTC's beok-entry system has been obtained from sources
that the Isscer believes to be re{iable, but the Iseuar takes no responsibility for the accuracy thereof.
-ii-
EXHIBIT F
COMMITMENT FOR MUNICIPAL BOND INSURANCE
Commitment for Municipal Bond Insurance A BAC Indemnity Corporation
c/o CT Corporation Systems
~ West Washlagton Avenue
Madisot~, Wisconsin 53703
Administrative Off'me:
One State Street Plan
New York, New York 10004
Issuer: COMMUNITY REDEVELOPMENT AGENCY OF THE Commitment Number: 10732
CITY OF SANFORD, FLORIDA
Date of Commitment: July 15, 1994
Explxatinn Date: October 13, 1994
.Insurance premium: Q.6500% of the total
principal and interest due on the Bonds.
Bonds: $6,120,000 Public Improvement Revenue Bonds,. Series (Moody's Investors Service and Standard &
1994A, a~t,.d July 1, 1994, maturing on June 1 in the* years Poor's Ratings Group assess separate rating
1997 through 2011, beth inclnsivc. fees which are payable directly to them.)
AMBAC Indemnity Corporation (AMBAC)A Wisconsin Stock Insurance
Company
hcreby e~rnmlts to issue a Municipal Bond Insuranc~ PuHcy (the 'Policy") relating to the above-described debt obligations
(the "Bonds'), substantially in the form imprinted in this Commitment, subject to the terms and conditi6ns contained heroin
or added hereto (sen conditions sa fotlh on page 2 and following).
To keep this Commitment in effect after the expiration date set forth above, a request for ren~val must be submitted to
AMBAC prior to such expiration datt. AMBAC reserves the right to refuse wholly or in part to grant a renewal.
The Municipal Bond Insurance Policy shah be ~sued if the following conditions are satisfied:
1. The documents to be =xeoute~l and deliverod in conneelion with the issuanco and sale. of the Bonds shah not contain
any un~'uo or misleading ~ent of a mattrial fact and shall not fail to state a material fact oceessary in order to
make the information contained therein not misleading.
2. No event shall occur which would permit any purchaser of the Bonds, othcnvisc required, not to bc required to
purcha~ the Bonds on the data' scheduled for the issuanen and delivery thcroof.
3. Thcro~ha~ben~mattria~changcin~raffcctingthcB~nds(inc~uding~with~utlimitati~n~thcs~curityf~rthcB~nds)
or the financing documents or the official statement (or any similar disclosure document) to bc cxocutcd and
delivered in connection with the issuance and sale of the Bonds from the descriptions thereof hcretoforo provided
to AMBAC.
4. The Bonds shall contain no tcfcrcnco to AMBAC, the Policy or the munlclpal bend insurance evidenced thereby
except as may be approved by AMBAC.
Form ~CMBI (12/89) Page I of 2
5. AMBAC shah be provided with:
(a) Executed copies of all financing documents, the ofllciai statement (or any similar disclosur~ document) and
the various legal opinions delivered in connection with the issuance and sale of the Bonds, including, without
limitation, the unqualified approving opinion of bond counsel rendered by a law f'Lrm acceptable to AMBAC.
The form of Bond Counscl's appwving opinion shah also indicate, if applicable, that the Bonds are exempt
from federal income taxation, that the issucr must comply with certain covenants under and pursuant to the
new tax law and that the issuer h~ the legal power to comply with such covenants. Such opinion of bond
counsel shall be addressed to AMBAC or, in lieu thereof, a letter shall be provided W AMBAC to the effect
that AMBAC may rely on such opinion as if it were addressed to AMBAC.
(b) A letter fv3m bond counsel or counsel te the purchaser or otherwise from another person acceptable to
AMBAC to the dfect that the financing documents, the official statement (or any similar
disclosure document) and the various legal opinions cxecutett and deliveretl in connection with the
issuance and sale of the Bonds are substantially in the forms theretofore submitted to AMBAC for
review, with only such amendments, modifications or deletions s~s approved by AMBAC.
(c) A certified or cashier's check for or evidence of wire transfer of an amount equal to the insurance premium
at the time of the issuance and delivery of the Bonds. If the amount of premium exceeds $100,000.00,
payment must be made by federal funds wire trimsfor.
6. Unless expressly waived in whole or in part by AMBAC, the financing documents and the Official Statement shall
contain (a) the terms and provisions provided in the AMBAC Indemnity STANDARD PACKAGE transmitted
herewith and (b) any additional oral or written pwvisions or comments submittal by AMBAC.
: 7, AMBAC shall receive a copy of any insurance policy, surety bond, guaranty or indemnification or any other policy,
contract or agreement which provides for payment of all or any pertlon of the d~t, the costs of reconstruction, the
loss ofbusinuss income or in any way secures, ensures or enhances the income stream anticipated to pay the bends.
8. Any provisions or requirements of the Purchase Contract or Bond Purebase Agroement referencing AMBAC must
be sent to the attention of lanine Feudi not less than five (5) business days prior to closing. If such provisions or
requirements are not recoived within that time, complianco may not be possible.
9. All bond related documents including the Standard Purchase Agreement, Resolution and Surety Guaranty Agreement
must be received, appreved and accepted AMBAC before closing.
Authbrized Officer
Form//CMBI (12/89) Page 2 of 2
AMBAC
',212~6o,~-05~O F:kx:(212}~{~9-91~)(j MAY 16, 1994
AMBAC INDEMNI~ STANDARD PAC~GE
FOR AMBAC-INSURED TRANSACTIONS
(NOT FOR USE IN TE~S FINANCINGS)
TO: Issuer, Issuer's Counsel, Managing U~e~ter; BOnd Counsel' and
Unde~riter's Counsel
RE: Preparation of Financing Documents for AMBAC Indemni~ Insured
Issues
The attached materials have been prepared to assist you in the preparation of documents
for your AMBAC Indemnity Corporation CAMBAC Indemnity"). insured issue. Please
modify the attached exhibits where appropriate and notify us as to any proposed :'
modifications. If desired, these provisions can be incorporated into one section entitled
"Municipal Bond Insurance" within the applicable Indenture, Resolution, Ordinance, Order
or any other operative financing document (such applicable financing document will be
referred to herein as the "Financing Document"). Please be advised that the provisions
contained in this package are in addition to the conditions listed in the Commitment for
Municipal Bond Insurance and any other comments or changes that may be required by
the AMBAC Indemnity personnel working on this financing. If you have any questions,
please call one of the following persons: Joseph V. Salzano, Eileen L. Kirchoff, Jerry H.
Pisecki, Karl T. Molin, Mary P. McKeon, Kevin J. Doyle or Kathleen A. McDonough.
o Definitions (Exhibit A).
o AMBAC Indemnity consent required for changes to underlying
documentation and exercise of remedies upon default (Exhibit B).
o Notices to be given to AMBAC Indemnity (Exhibit C).
o Permitted Investments and Valuation Provisions (Exhibit D).
o Defeasance Language (Exhibit E). ,-.
o Description of AMBAC Indemnity Payment Procedure (Exhibit F).
o Trustee-related provisions (Exhibit G) .
o AMBAC Indemnity as a third-party beneficiary (Exhibit H).
o Suggested language for (i) AMBAC Indemnity Official Statement
Disclosure, (ii) Notice of Sale, (iii) Bond Legend, (iv) Cover page
of Official Statement, and (v) Ratings section of Official Statement
(Exhibit I).
o Form of AMBAC Indemnity Legal Opinion (Exhibit J).
o Form of AMBAC Indemnity Certificate of Bond Insurer (Exhibit
o AMBAC indemnity Wiring Instructions (Exhibit L).
EXHIBIT A
DEFINITIONS
The following definitions are those which AMBAC recommends for the Financing
Document:
' "AMBAC indemnity" shall mean AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company.
"MUnicipal Bond insurance Policy" shall mean the municipal bond insurance policy
issued by AMRAC Indemnity insuring the payment when due of the principal of
and interest' on the Bonds as provided therein;
3
EXHIBIT B
AMBAC CONSENT LANGUAGE
AMBAC requires that the Financing Document include the following consent provisions:
A. Consent of AMBAC Indemnity.
Any provision of this [Financing Document] expres~jly recognizing or gra;qting
rights in or to AMBAC Indemnity may not be amended in any manner which affects
the rights of AMBAC Indemnity hereunder without the prior written consent of
AMBAC Indemnity.
B. Consent of 'AMBAC Indemnity in Addition to Bondholder Consent.
Unless otherwise provided in this Section, AMBAC Indemnity's cobsent shall be
required in addition to Bondholder consent, when required, for the following
purposes: (i) execution and delivery of any supplemental [Financing Document]
or any amendment, supplement or change to or modification of the [Loan
Agreement, Lease Agreement, etc.] (ii) removal of the Trustee or Paying Agent and
selection and appointment of any successor trustee or paying agent [required in
those transactions in which the Financing Document provides for a trustee or
paying agent]; and (iii) initiation or approval of any action not described in (i) or
(ii) above which requires Bondholder consent.
C. Consent of AMBAC Indemnity in the Event of Insolvency.
Any reorganization or liquidation plan with respect to the [issuer or obligor] must
be acceptable to AMBAC Indemnity. In the event of any reorganization or
liquidation, AMBAC Indemnity shall have the right to vote on behalf of all
bondholders who hold AME~AC Inde.mnity-insured bonds absent a default by
AMBAC Indemnity u~der th.e applicable Municipal Bond Insurance Policy insuring
such Bonds.
[In transactions for which acceleration is not a remedy for an event of default, the
following provision is to be included in the Financing Document.]
D. Consent of AMBAC Indemnity Upon Default.
Anything in this [Financing Document] to the contrary notwithstanding, upon the
occurrence and continuance of an event of default as defined herein, AMBAC
Indemnity shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders or the Trustee for the benefit of the
Bondholders under this [Financing Document].
[In transactions for which acceleration is a remedy for a~' event of default, the
following two provisions must be included in the Financing Document in lieu of
paragraph D above.]
E. Consent of _AMBAC Indemnity Upon Default.
Anything in this [Financing Document] to the contrary notwithstanding, upon the
occurrence and continuance of an event of default as defined herein, AMBAC
Indemnity shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders or the Trustee for the benefit of the
BondHolders under this [Financing Document], including, without limitation: (i) the
right to accelerate the principal of the Bonds as described in this [Financing
Document], and (ii) the right to annul any declaration of acceleration, and AMBAC
Indemnity shall also be entitled to approve all waivers of events of default.
F. Acceleration Rights
Upon the occurrence of an event of default, the Trustee may, with the consent of
AMBAC Indemnity, and shall, at the direction of AMBAC Indemnity or _% of the
Bondholders with the consent of AMBAC Indemnity, by written notice to the Issuer
and AMBAC Indemnity, declare the principal of the Bonds to be immediately due
and payable, whereupon that portion of the principal of the Bonds thereby coming.
due and the interest thereon accrued to the date of payment shall, without further
action, become and be immediately due and payable, anything in this [Financing
Document] or in the Bonds to the contrary notwithsl[anding.
5
EXHIBIT C
NOTICES TO BE GIVEN TO AMBAC
AMBAC requires that the following notice provisions be incorporated in the Financing
Document:
A. While the Municipal Bond Insurance Policy is in effect, the Is.s,.g. er*. or. the Trustee
[as appropriate] shall furnish to AMBAC Indemnity: '
(a) as soon as practicable after the filing thereof, a copy of any financial
statement of the Issuer* and a copy of any audit and annual report of the
Issuer_*;
(b) a copy of any no;~ice to be given to the registered owners of t_he Bonds,
including, without limitation, notice of any redemption of or defeasance of
Bonds, and any certificate rendered pursuant to this [Financing Document]
relating to the security for the Bonds; and
(c) such additional information it may reasonably request.
B. The Trustee or Issuer* [as appropriate] shall notify AMBAC Indemnity of any failure
of the Issuer* to provide relevant notices, certificates, etc.
C. The Issuer* will permit AMBAC Indemnity to discuss the affairs, finances and
accounts of the Issuer* or any information AMBAC Indemnity may reasonably
request regarding the security for the Bonds with appropriate officers of the
Issuer*. The Trustee or Issuer* [as appropriate] will permit AMBAC Indemnity to
[have access to the Project and] have access to and to make copies of all books
and records relating to the Bonds at any reasonable time.
D. AMBAC Indemnity shall have the right to direct an accounting at the lssuer's*
expense, and the Issuer's* failure to comply with such direction within thirty (30)
days after receipt of written notice of the direction from AMBAC Indemnity shall be
deemed a default hereunder; provided, however, that if compliance cannot occur
within such period, then such period will be extended so long as compliance is
begun within such period and diligently pursued, but only if such extension would
not materially adversely affect the interests of any registered owner of the Bonds.
E. Notwithstanding any other provision of this [Financing Document]. the Trustee or
Issuer* [as appropriate] shall immediately notify AMBAC Indemnity if at any time
there are insufficient moneys to make any payments of principal and/or interest as
required and immediately upon the occurrence of any event of default hereunder.
*or appropriate obligor on the Bonds.
EXHIBIT D
PERMII'rED INVESTMENTS (MODIFIED AS OF JULY 19, 1993)
A. AMBAC Indemnity will allow the following obligations to be used as Permitted
Investments for all purposes, including defeasance investments in refunding
escrow accounts.
(AMBAC Indemnity does not give a premium credit for the investment of
accrued and/or capitalized interest.)
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in paragraph (2) below),
or
(2) Direct obligations of (including obligations issued or held in book entry form
on the books of') the Department of the Treasury of the United States of
America.
B. AMBAC Indemnity will allow the following Obligations to be used as Permitted
Investments for all purposes other than defeasance investments in refunding
escrow accounts.
(t) obligations of any of the following federal agencies which obligations
represent the full faith and credit of the United States of America, including:
Export-Import Bank
Farm Credit System Financial Assistance Corporation
Farmers Home Administration
General Services Administration
U.S. Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development (PHA's)
Federal Housing Administration;
(2) senior debt obligations rated "AAA" by Standard & Poor's Corporation
(S&P) and "Aaa" by Moody's Investors Service, Inc. (Moody's) issued by the
Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation. Senior debt obligations of other Government Sponsored _~.
Ac~encies aDDroved by AMBAC Indemnity;
(3) U.S. dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic commercial banks which have a rating on their
short term certificates of deposit on the date of purchase of "A-1" or "A-1 +"
by S&P and "P-1" by Moody's and maturing no more than 360 days after
the date of purchase. (Ratings on holding companies are not considered
as the rating of the bank);
(4) commercial paper which is rated at the time of purchase in the single
highest classification, "A-1 +" by S&P and "P-I" by Moody's and which
matures not more than 270 days after the date of purchase;
(5) investments in a money market fund rated "AAAm" or "AAAm-G" or better
by S&P;
(6) Pre-refunded Municipal Obligations defined as fo~9,,~s;.Any bDnds or other.
obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not
callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund
(the "escrow"), in the highest rating category of S&P and Moody's or
any successors thereto; or
(B) (i) which are fully secured as to principal and interest and
redemption premium, if any, by an escrow consisting only of cash or
obligations described in paragraph A(2) above, which escrow may
be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on
the maturity date or dates thereof or the specified redemption date
or dates pursuant to such irrevocable instructions, as appropriate,-
and (ii) which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal
of and interest and redemption premium, if any, on the bonds or
other obligations described in this paragraph on the maturity date or
dates specified in the irrevocable instructions referred to above, as
appropriate; [Pre-refunded Municipal Obligations meeting the
requirements of subsection (B) hereof may not be used as
Permitted Investments for annual appropriation lease
transactions without the prior written approval of S&P.]
(7) investment agreements approved in writing by AMBAC Indemnity
Corporation [supported by appropriate opinions of counsel] with notice to
S&P; and
(8) other forms of investments (includinq repurchase aqreements) approved in
writing by AMBAC with notice to S&P.'
C. The value of the above investments shall be determined as follows:
"Value", which shall be determined as of the end of each month, means that the
value of any investments shall be calculated as follows:
a) as to investments the bid and asked prices of which are published on a
regular basis in The Wall Street Journal (or, if not there, then in The New
York Times): the average of the bid and asked prices for such investments
so published on or most recently prior to such time 6f'deterrfilnation;
b) as to investments the bid and asked prices of which are not published on
a regular basis in The Wall Street Journal or The New York Times: the
- average bid price at such time of determination for such investments by any
two nationally recognized government securities dealers (selected by the
Trustee in its absolute discretion) at the time making a market in such
investments or the bid price published by a nationally recognized pricing
service;
c) as to certificates of deposit and bankers acceptances: the face amount
thereof, plus accrued interest; and
d) as to any investment not specified above: the value thereof established by
prior agreement between the lssuer, the Trustee and AMBAC Indemnity
Corporation.
EXHIBIT E
DEFEASANCE LANGUAGE
A. The definition of "Outstanding" bonds or obligations, or any like concept, should
specifically include bonds or obligations which fall into the category described
below. ~ ,.. .,
B. The defeasance section of the Financing Document should include the following
language:
Notwithstan. ding anything herein to the contrary, in the event that the principal
and/or interest due on the Bonds shall be paid by AMBAC Indemnity Corporation
pursuant to the Municipal Bond Insurance Policy, the Bonds shall remain
Outstanding for aH purposes, not be defeased or otherwise satisfied and not be
considered paid by the Issuer, and the assignment and pledge of the Trust Estate
and all covenants, agreements and other obligations of the Issuer to the registered
owners shall continue to exist and shall run to the benefit of AMBAC Indemnity,
and AMBAC Indemnity shall be subrogated to the rights of such registered
owners.
10
EXHIBIT F
PAYMENT PROCEDURE PURSUANT TO THE MUNICIPAL BOND iNSURANCE
POLICY
The following language sets out the applicable procedure for payments under the
Municipal Bond insurance Policy and should be incorporated into the Financing
Document: -. ~ "' ' '
As long as the bond insurance shall be in full force and effect, the Issuer, the Trustee and
any Paying Agent agree to comply with the following provisions:
(a) At least one (1) day prior to all Interest Payment Dates the Trustee or Paying
Agent, if any, will determine whether there will be sufficient funds in the Funds and
Accounts to pay the principal of or interest on the Bonds on such Interest Payment
Date. If the Trustee or Paying Agent, if any, determines that there will be
insufficient funds in such Funds or Accounts, the Trustee or Paying Agent, if any,
shall so notify AMBAC Indemnity. Such notice shall specify the amount of the
anticipated deficiency, the Bonds to which such deficiency is applicable and
whether such Bonds will be deficient as to principal or interest, or both. If the
Trustee or Paying Agent, if any, has not so notified AMBAC Indemnity at least one
(1) day prior to an Interest Payment Date, AMBAC Indemnity will make payments
of principal or interest due on the Bonds on or before the first (1 st) day next
following the date on which AMBAC Indemnity shall have 'received notice. of
nonpayment from the Trustee or Paying Agent, if any.
(b) the Trustee or Paying Agent, if any, shall, after giving notice to AMBAC
indemnity as provided in (a) above, make available to AMBAC Indemnity and, at
AMBAC Indemnity's direction, to the United States Trust Company of New York,
as insurance trustee for AMBAC Indemnify or any successor insurance trustee (the
"Insurance Trustee"), the registration books of the Issuer maintained by the Trustee
or Paying Agent, if any, and all records relating to the Funds and Accounts
maintained under this [Financing Document].
(c) the Trustee or Paying Agent, if any, shall provide AMBAC Indemnity and the
Insurance Trustee with a list of registered owners of Bonds entitled to receive
principal or interest payments from AMBAC Indemnity under the terms of the=_
Municipal Bond Insurance Policy, and shall make arrangements with the Insurance
Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to
receive full or partial interest payments from AMBAC Indemnity and (ii) to pay
principal upon Bonds surrendered to the Insurance Trustee by the registered
owners of Bonds entitled to receive full or partial principal payments from AMBAC
Indemnity.
(d) the Trustee or Paying Agent, if any, shall, at the time it provides notice to
AMBAC Indemnity pursuant to (a) above, notify registered owners of Bonds
entitled to receive the payment of principal or interest thereon from AMBAC
Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit
to them all or a part of the interest payments next coming due upon proof of
Bondholder entitlement to interest payments and delivery to the Insurance Trustee,
in form satisfactory to the Insurance Trustee, of an appropriate assignment of the
registered owner's right to payment, (iii) that should they_.b~i ~.ntitled.to receive f. ull.
payment of principal from AMBAC Indemnity, they must surrender their Bonds
(along with an appropriate instrument of assignment in form satisfactory to the
Insurance Trustee to permit ownership of such Bonds to be registered in the name
of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Trustee
or Paying Agent, if any, and (iv) that should they be entitled to receive partial
payment of principal from AMBAC Indemnity, they must surrender their Bonds for
payment thereon first to the Trustee or Paying Agent, if any, who shall note on
such Bonds the portion of the principal paid by the Trustee or Paying Agent, if
any, and then, along with an appropriate instrument of assignment in form
satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay
the unpaid portion of principal.
(e) in the event that the Trustee or Paying Agent, if any, has notice that any
payment of principal of or interest on a Bond which has become Due for Payment
and which is made to a Bondholder by or on behalf of the lssuer has been
deemed a preferential transfer and theretofore recovered from its registered owner
pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having competent
jurisdiction, the Trustee or Paying Agent, if any, shall, at the time AMBAC Indemnity
is notified pursuant to (a) above, notify all registered owners that in the event that
any registered owner's payment is so recovered, such registered owner will be
entitled to payment from AMBAC Indemnity to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee or Paying Agent, if
any. shall furnish to AMBAC Indemnity its records evidencing the payments of
principal of and interest on the Bonds which have been made by the Trustee or
Paying Agent. if any, and subsequently recovered from registered owners and the
dates on which such payments were made.
(f) in addition to those rights granted AMBAC Indemnity under this [Financing
Document]. AMBAC Indemnity shall, to the extent it makes payment of principal
of or interest on Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Municipal Bond Insurance Policy,
and to evidence such subrogation (i) in the case of subrogation as to claims for
past due interest, the Trustee or Paying Agent, if any, shall note AMBAC
lndemnity's rights as subrogee on the registration books of the Issuer maintained
by the Trustee or Paying Agent, if any, upon receipt from AMBAC Indemnity of
12
proof of the payment of interest thereon to the registered owners of the Bonds,
and (ii) in'the case of subrogation as to claims for past due principal, the Trustee
or Paying Agent, if any, shall note AMBAC Indemnity's rights as subrogee on the
registr~ation books of the Issuer maintained by the Trustee er Paying Agent, if any,
upon surrender of the Bonds by the registered owners thereof together with proof
of the payment of principal thereof.
EXHIBIT G
TRUSTEE-RELATED PROVISIONS
With respect to transactions involving a trustee or paying agent, AMBAC requires that the
following provisions be incorporated into the Financing Document. Please note that
unless otherwise required by AMBAC, if the financing at hand _d.oes,.not. cor~template a
trustee or paying agent, these provisions may be disregarded.
1. The Trustee (or Paying Agent) may be removed at any time, at the request of
AMBAC Indemnity, for any breach of the Trust set forth herein.
2. AMBAC Indemnity shall receive prior written notice of any Trustee (or Paying
Agent) resignation.
3. Every successor Trustee appointed pursuant to this Section shall be a trust
company or bank in good standing located in or incorporated under the laws of
the State, duly authorized to exercise trust powers and subject to examination by
federal or state authority, having a reported capital and surplus of not less than
$75,000,000 and acceptable to AMBAC Indemnity. Any successor Paying Agent,
if applicable, shall not be appointed unless AMBAC approves such successor in
writing.
4. Notwithstanding any other provision of this [Financing Document], in determining
whether the rights of the Bondholders will be adversely affected by any action
taken pursuant to the terms and provisions of this [Financing Document], the
Trustee (or Paying Agent) shall consider the effect on the Bondholders as if there
were no Municipal Bond Insurance Policy.
5. Notwithstanding any other provision of this [Financing Document], no removal,
resignation or termination of the Trustee (or Paying Agent) shall take effect until a
successor, acceptable to AMBAC, shall be appointed.
14
EXHIBIT H
INTERESTED PARTIES
in addition to the provisions listed above, AMBAC also requires the following provision
be incorporated into the Financing Document:
A. AMBAC As Third Party Beneficiary. _. ~-'- "'
To the extent that this [Financing Document] confers upon or gives or grants to
AMBAC any right, remedy or claim under or by reason of this [Financing
Document], _AMBAC is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right remedy or claim conferred,
given or granted hereunder.
B. Parties Interested Herein.
Nothing in this [Financing Document] expressed or implied is intended or shall be
construed to confer upon, or to give or grant to, any person or entity, other than
the issuer, the Trustee, AMBAC Indemnity, the Paying Agent, if any, and the
registered owners of the Bonds, any right, remedy or claim under or by reason of
this [Financing Document] or any covenant, condition or stipulation hereof, and all
covenants, stipulations, promises and agreements in this [Financing Document]
contained by and on behalf of the Issuer shall be for the sole and e~clusive benefit
of the Issuer, the Trustee, AMBAC Indemnity, the Paying Agent, if any, and the
registered owners of the Bonds.
15
EXHIBIT I
AMBAG INDEMNITY OFFICIAL STATEMENT DISCLOSURE
AND SUGGESTED LANGUAGE FOR THE NOTICE'OF SALE,
BOND LEGEND, COVER PAGE OF OFFICIAL STATEMENT,
AND RATINGS SECTION OF OFFICIAL STATEMENT
AMBAC INDEMNITY OFFICIAL STATEMENT DISCLOSURE. ~ "'
Payment Pursuant to Municipal Bond Insurance Policy
- AMBAC Indemnity has made a commitment to issue a municipal bond insurance policy
(the "Municipal Bond Insurance Policy") relating to the Bonds effective as of the date of
issuance of the Bonds. Under the terms of the Municipal Bond insurance Policy, AMBAC
Indemnity will pay to the United States Trust Company of New York, in New York, New
York or any successor thereto (the "Insurance Trustee") that portion of the principal of
and interest on the Bonds which shall become Due for Payment but shall be unpaid by
reason of Nonpayment by the Issuer (as such terms are defined in the Municipal Bond
Insurance Policy). AMBAC Indemnity will make such payments to the Insurance Trustee
on the later of the date on which such principal and interest becomes Due for Payment
or within one business day following the date on which AMBAC Indemnity shall have
received notice of Nonpayment from theTrustee/Paying Agent. The insurance will extend
for the term of the Bonds and, once issued, cannot be canceled by AMBAC Indemnity.
The Municipal Bond Insurance Policy will insure payment only on stated maturity date~
and on mandatory sinking fund installment dates, in the case of principal, and on stated
dates for payment, in the case of interest. If the Bonds become subject to mandatory
redemption and insufficient funds are available for redemption of all outstanding Bonds,
AMBAC Indemnity will remain obligated to pay principal of and interest on outstanding
Bonds on the originally scheduled interest and principal payment dates including
mandatory sinking fund redemption dates: nthe event Of any acceleration of the principal
of the Bonds, the insured payments will be made at such times and in such amounts as
would have been made had there not been an acceleration.
In the event the Trustee/Paying Agent has notice that any payment of principal of or
interest on a Bond which has become Due for Payment and which is made to a
Bpndholder by or on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy ""'
Code in accordance with a final, nonappealable order of a court of competent jurisdiction,
such registered owner will be entitled to payment from AMBAC Indemnity to the extent
of such recovery if sufficient funds are not otherwise available.
The Municipal Bond Insurance Policy does not insure any risk other than Nonpayment,
as defined in the Policy. Specifically, the Municipal Bond Insurance Policy does not
16
cover:
1. payment on acceleration, as a result of a call for redemption (other than
mandatory sinking fund redemption) or as a result of any other advancement of
maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the ins~l~/ency or negligence of
any Trustee or Paying Agent, if any.
If it becomes necessary to call upon the Municipal Bond Insurance Policy, payment of
principal requires-surrender of Bonds to the Insurance Trustee together with an
appropriate instrument of assignment so as to permit ownership of such Bonds. to be
registered in the name of AMBAC Indemnity to the extent of the payment under the
Municipal Bond Insurance Policy. Payment of interest pursuant to the Municipal Bond
Insurance Policy requires proof of Bondholder entitlement to interest payments and an
appropriate assignment of the Bondholder's right to payment to AMBAC Indemnity.
Upon payment of the insurance benefits, AMBAC Indemnity will become the owner of the
Bond, appurtenant coupon, if any, or right to payment of principal or interest on such
Bond and will be fully subrogated to the surrendering Bondholder's rights to payment.
17
FOR TRANSACTIONS INVOLVING VARIABLE RATE BONDS:
The Municipal Bond Insurance Policy does not insur~ against loss relating to payments
of the purchase price of Bonds upon tender by a registered owner thereof or any
preferential transfer relating to payments of the purchase price of Bonds upon tender by
a registered owner thereof.
ADDITIONAL PARAGRAPH FOR CALIFORNIA TRANSACTIONS:
In the event that AMBAC Indemnity were to become insolvent, any claims arising under
the Policy would be excluded from coverage by the California Insurance Guaranty
Association, established pursuant to the laws of the State of California.
ADDITIONAL PARAGRAPH FOR NEW YORK TRANSACTIONS:
The insurance provided by the Municipal Bond Insurance Policy is not covered by the
property/casualty insurance security fund specified by the insurance laws of the State of
New York.
ADDITIONAL PARAGRAPH FOR FLORIDA TRANSACTIONS:
The insurance provided by the Municipal Bond Insurance Policy is not covered by the
Florida Insurance Guaranty Association.
18
AMBAC INDEMNITY CORPORATION
AMBAC Indemnity Corporation ("AMBAC Indemnity") is a Wisconsin-domiciled stock
insurance corporation regulated by the Office of the Commissioner of Insurance of the
State of Wisconsin and licensed to do business in 50 states, the District of Columbia,
and the Commonwealth of Puerto Rico, with admitted assets of approximately
$1,988,000,000 (unaudited) and statutory capital of approximately $1,148,000,000
'-(unaudited) as of March 31, 1994. Statutory capital consists of AMBAC Indemnity's ,
policyholders' surplus and statutory contingency reserve. AMBAC Indemnity is a wholly
owned subsidiary of AMBAC Inc., a 100% publicly-held company. Standard & Poor's
Ratings Group, Moody's Investors Service and Fitch Investors Service, Inc. have each
assigned a triple-A claims-paying ability rating to AMBAC Indemnity.
Copies of AMBAC Indemnity's financial statements prepared in accordance with statutory
accounting standards are available from AMBAC Indemnity. The address of AMBAC
lndemnity's administrative offices and its telephone number are One State Street Plaza,
17th Floor, New York, New York, 10004 and (212) 668-0340.
AMBAC Indemnity has entered into pro rata reinsurance agreements under which a
percentage of the insurance underwritten pursuant to certain municipal bond insurance
prdgrams of AMBAC Indemnity has been and will be assumed by a number of foreign
and domestic unaffiliated reinsurers.
AMBAC Indemnity has obtained a ruling from the Internal Revenue Service to the effect
that the insuring of an obligation by AMBAC Indemnity will not affect the treatment for
federal income tax purposes of interest on such obligation and that insurance proceeds
representing maturing interest paid by AMBAC Indemnity under policy provisions
substantially identical to those contained in its municipal bond insurance policy shall be
treated for federal income tax purposes in the same manner as if such payments were
made by the issuer of the Bonds. [THE FOLLOWING MUST BE INCLUDED IN
ANNUAL APPROPRIATION LEASE TRANSACTIONS: No representation is made by
AMBAC Indemnity regarding the federal income tax treatment of payments that are
made by AMBAC Indemnity under the terms of the Policy due to nonappropriation
of funds by the Lessee,]
AMBAC Indemnity makes no representation regarding the Bonds or the advisability of
investing in the Bonds a_~p¢ makes no representation regarding, nor has it participated in
the'preparation ~:~, tfie O~cial Statement other than the information supplied by AMBAC
Indemnity and presented under the heading" "
NOTICE OF SALE
AMBAC Indemnity Corporation ("AMBAC Indemnity") has issued a commitment for
municipal bond insurance relating to the Bonds. All bids may be conditioned upon the
issuance effective as of the date on which the Bonds are issued, of a policy of insurance
by AMBAC Indemnity, insuring the payment when due of principal of and interest on the
Bonds. Each Bond will bear a legend referring to the insurance. The purchaser, holder
or owner is not authorized to make any statements concerning the insurance beyond
those set out here and in the bond legend without the approval of AMBAC Indemnity;'
BONDLEGEND
Municipal Bond InsuranCe Policy No. _ (the "Policy") with respect to payments due for
principal of and interest on this bond has been issued by AMBAC Indemnity Corporation
("AMBAC Indemnity"). The Policy has been delivered to the United States Trust Company
of New York, New York, New York, as the Insurance Trustee under said Policy and wilt
be held by such Insurance Trustee or any successor insurance trustee. The Policy is on
file and available for inspection at the principal office of the Insurance Trustee and a copy
thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments
required to be made under the Policy shall be made in accordance with the provisions
thereof, The owner of this bond acknowledges and consents to the subrogation rights
of AMBAC Indemnity as more fully set forth in the Policy.
COVER PAGE OF OFFICIAL STATEMENT
Payment of the principal of and interest on the Bonds when due will be insured by a
municipal bond insurance policy to be issued by AMBAC Indemnity Corporation
simultaneously with the delivery of the Bonds.
RATINGS SECTION OF OFFICIAL STATEMENT FOR FIXED RATE BONDS
Standard & Poor's Ratings Group, Moody's Investors Service and Fitch Investors Service,
Inc. have assigned their municipal bond ratings of "AAA","Aaa" and "AAA" respectively, to
this issue of Bonds with the understanding that upon delivery of the Bonds, a policy
· in~uring the 'pay'rne~v~'~n due of the principal of and interest on the Bonds will be
issued by AMBAC Indemnity Corporation.
2O
EXHIBIT J
FORM OF THE AMBAC LEGAL OPINION
DATE/ADDRESSES
Ladies and Gentlemen:
· -.]'his opinion has been requested of the undersigned, a Vice President and an Assistant
General Counsel of AMBAC Indemnity Corporation, a Wisconsin stock insurance'
company ("AMBAC Indemnity"), in connection with the issuance by AMBAC Indemnity of
a certain Municipal Bond Insurance Policy and endorsement thereto, effective as of the
date hereof (the "Policy"), insuring $> in aggregate principal amount of the > (the
"lssuer"), > dated > (the "Bonds").
In connection with my opinion herein, I have examined the Policy, such statutes,
documents and proceedings as I have considered necessary or appropriate in the
circumstances to render the following opinion, including, without limiting the generality of
the foregoing, certain statements contained in the Official Statement of the Issuer dated
>, relating to the Bonds (the "Official Statement") under the headings ">" and ">".
Based upon the foregoing and having regard to legal considerations I deem relevant, I
am of the opinion that:
1. AMBAC Indemnity is a stock insurance company duly organized and
validly existing under the taws of the State of Wisconsin and duly
qualified to conduct an insurance business in the State of >.
2. AMBAC Indemnity has full corporate power and authority to execute and
deliver the Policy and the Policy has been duly authorized, executed and
delivered by AMBAC Indemnity and constitutes a legal, valid and binding
obligation of AMBAC Indemnity enforceable in accordance with its terms
except to the extent that the enforceability (but not the validity) of such
obligation may be limited by any applicable bankruptcy, insolvency,
liquidation, rehabilitation or other similar law or enactment now or
hereafter enacted affecting the enforcement of creditors' rights.
3. The execu. t_ion and delivery by AMBAC Indemnity of the Policy will not,
and ~ consummation of the transactions contemplated thereby and
the satisfaction of the terms thereof will not, conflict with or result in a
breach of any of the terms, conditions or provisions of the
21
Certificate of Incorporation or By-Laws of AMBAC Indemnity, or any
restriction contained in any contract, agreement or instrument to which
AMBAC Indemnity is a party or by which it is bound or constitute a
default under any of the foregoing.
4. Proceedings legally required for the issuance of the Policy have been
taken by AMBAC Indemnity and licenses, orders, consents or other
..:: authorizations or approvals of any governmental boards or bodies
legally required for the enforceability of the Policy have been obtained;
any proceedings not taken and any licenses, authorizations or approvals
not obtained are not material to the enforceability of the Policy.
5. The statements contained in the Official Statement under the heading
">," insolaf as such statements constitute summaries of the matters
referred to therein, accurately reflect and fairly present the information
purported to be shown and, insofar as such statements describe
AMBAC Indemnity, fairly and accurately describe AMBAC Indemnity.
6. The form of Policy contained in the Official Statement under the heading
">" is a true and complete copy of the form of Policy.
Very truly yours,
>
Vice President and
Assistant General Counsel
EXHIBIT K
CERTIFICATE OF BOND INSURER
In connection with the issuance of > in aggregate principal amount of
(the "lssuer") > (the "Bonds"), AMBAC Indemnity Corporation ("AMBAC") is issuing a
municipal bond insurance policy (the "Insurance Policy") guaranteeing the payment of
principal and interest when due on the BOnds, all as more fully set out in the Insurance'
Policy.
On behalf of AMBAC, the undersigned hereby certifies that:
(i) the Insurance Policy is an unconditional and recourse obligation 6f
AMBAC (enforceable by or on behalf of the holders of the Bonds) to pay the scheduled
payments of interest and principal on the Bonds in the event of a Nonpayment as defined
in the Insurance Policy;
(ii) the insurance premium of $ was determined
in arm's length negotiations in accordance with our standard procedures, is required to
be paid as a condition to the issuance of the Insurance Policy and represents a
reasonable charge for the transfer of credit risk;
(iii) no portion of such premium represents a payment for any direct or
indirect services other than the transfer of credit risk, including costs of underwriting or
remarketing the Bonds or the cost of insurance for casualty of Bond financed property;
(iv) we are not co-obligors on the Bonds and do not reasonably expect
that we will be called upon to make any payment under the Insurance Policy;
(v) the Issuer is not entitled to a refund for the Insurance Policy in the
event that the Bonds are retired prior to their stated maturity;
(vi) we would not have issued the Insurance Policy in the absence of a
debt service reserve fund .of the size and type established by the documents pursuant
to which the'Bonds are being issued, and it is 'normal and customary to require a debt
service reserve fund of such a size and tType in similar transactions; and
(vii) we do not reasonably expect that the project will not be completed
or that the Issuer will not satis~ the temporary period requirements of Treasury
Regulation Section 1.148-2(e)(2).
DATED: "' '*~"
AMBAC INDEMNITY CORPORATION
By
Vice President and Assistant
General Counsel
EXF BIT L
AMBAC INDEMNITY CORPOF~,TION WIRING INSTRUCTIONS
(REVISED - ~.S OF 8/2/93)
" ....Citibalk N.A. '
ABA NO. 321000089
For: AMBAC Indemnity Corporation
A/C No. 40609486
Advise: Ivan Gree'~field (212) 208-3277
*** Please indicate Pol'cy Number on wire ***
POLICY NUMBER CAN BE OBTAIN~ED FROM AMBAC INDEMNITY'S CLOSING
DEPARTMENT,
CALL JANINE FEUDI AT (212) 208-330~
AMBAC tndemrdty Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340 Fax: (212) 509-9190
AMBAC INDEMNITY CORPORATION -- COMMITMENT FOR SURETY BOND
Issuer: Commitment Number:
COMMUNITY REDEVELOPMENT AGENCY OF THE SB10735
CITY OF SANFORD, FLORIDA
Date of Commitment:
July 15, 1994
Expiration Date:
October 13, 1994
Base Rating
Agency Fee: $1,500.00
Bonds:
$612,000 Public Improvement Revenue Premium: $50,000.00.
Bonds, Series 1994A, dated July 1,
1994, maturing June 1, 2011.
AMBAC Indemnity Corporation ("AMBAC" Or "AMBAC Indemnity"), A
Wisconsin Stock Insurance Company, hereby commits to issue a Surety
Bond (the "Commitment") relating to the Debt Service Reserve Fund
for the above-described debt obligations (the "Bonds"),
substantially in the form attached hereto, subject to the terms and
conditions contained herein or added hereto (see conditions set
forth herein).
To extend this Commitment after the expiration date set forth
above, an oral (subsequently confirmed in.writing) or written
request for renewal must be submitted to AMBAC at least one
business day prior to such expiration date. AMBAC reserves the
right to refuse to g~nt a renewal or may renew this Commitment
subject to a~ditio~l terms and conditions.
The Surety Bond (the "Surety") shall be issued if the following
conditions are satisfied:
1. AMBAC shall receive an opinion of counsel or a
certificate of an officer of the Issuer or ultimate
obligor stating that the information supplied to AMBAC in
order to obtain the Surety does not contain any untrue or
misleading statement of a material fact and do not fail
to state a material fact required to be stated therein or
"" necessary in order to make the information containedf
therein not misleading.
2. There shall be no material change in or affecting the
Issuer or ultimate obligor the financing documents or any
legal opinions to be executed and delivered in connection
with the issuance of the Surety Bond, or any other
information submitted to AMBAC in order to obtain the
Surety, from the descriptions thereof provided to AMBAC
at any time prior to the issuance of the Surety Bond and
there shall not have occurred or come to the attention of
the issuer or purchaser any material change of fact or
law adverse to the interests of AMBAC, unless approved by
AMBAC in writing.
The Bonds shall contain no reference to AMBAC or the
Surety except in the bond legend to be provided by AMBAC
or otherwise as may be approved by AMBAC.
5. Unless expressly waived in whole or in part by AMBAC, the
financing documents shall contain a) the terms and
provisions provided in the AMBAC STANDARD PACKAGE
transmitted herewith, and b) any provisions or comments
given orally by AMBAC.
6. No later than five (5) business days prior to closing,
AMBAC shall be provided with:
(a) proposed copies of all financing documents,
(b) the proposed official statement (or any similar
disclosure document) and
4
including, V~ithout limitation, the unqualified
approving opipion of bond counsel rendered by a law
firm acceptable to AMBAC. The form of bond
counsel's ap~roving opinion must be acceptable to
AMBAC. The form of bond counsel's approving opinion
shall indicate that the Issuer must comply with
e ts d
certain Cop nan un er and pursuant to the
Internal Revenue Code of 1986, as amended and that
the Issuer ha~s the legal power to comply with such
covenants. ~MBAC shall also be provided with
executed copies of all financing documents,
including buR not limited to a Guaranty Agreement in
form and content acceptable to AMBAC, the Official
Statement (oe any similar disclosure document) and
the various legal opinions rendered. The executed
opinion of bond counsel shall be addressed to AMBAC
or in lieu thereof, a letter shall be provided to
AMBAC to the effect that AMBAC may rely on such
opinion as if it were addressed to AMBAC and such
letter shall be delivered with an executed opinion.
(d) any provisions of the Purchase Contract or Bond
Purchase Agreement referencing AMBAC or the issuer
of the Surety in general. If such provisions are
not received in a timely manner or if provisions are
inserted in the Purchase Contract or Bond Purchase
Agreement without AMBAC Indemnity's knowledge,
compliance with such provisions may not be possible.
(e) a letter from bond counsel or counsel to the
purchaser or otherwise from another counsel
acceptable to AMBAC to the effect that the financing
documents, the Official Statement (or any similar
disclosure document) and.~he various legal opinions
executed 'and delivered in connection with the
issuance and sale of the Bonds, are substantially in
the forms previously submitted to AMBAC for review,
with only such amendments, modifications or
deletions as may be approved by AMBAC.
(f)- a~scol0y of any insurance policy, surety bond,
guaranty or indemnification or any other policy,
contract or agreement which provides for payment of
all or any portion of the debt, the costs of
reconstruction, the loss of business income or in
any way secures, ensures or enhances the income
stream anticipated to pay the Bonds.
5
(g) A certified or cashier's check for or evidence of
wire transfer of an amount equal to the payment for
the Surety at the time of the issuance and delivery
of the Bonds. Wire transfer shall be used for any.
payment for the Surety in an amount greater than
$100,000.
(h) the final debt service schedule.
"~7. AMBAC Indemnity must receive at least (5) business days
prior to closing an opinion addressed to AMBAC by counsel
acceptable to AMBAC that the Guaranty Agreement is a
legal, valid~and binding obligations of the Obligor
thereof, enforceable in accordance their terms.
6
A.MBAC inden'~i~_i~'~' Corpor:ldon
One State Street Pla7.;i
Ncvv ~brk, N'cw York
(212) 668-0}~0 Fmx: (2t2) ~09-9190 MAY 16, 1994
AMBAC INDEMNITY STANDARD PACKAGE
FOR TRANSACTIONS SUPPORTED BY AN
AMBAC INDEMNITY CORPORATION
SURETY BOND WITHOUT DEPOSIT AGREEMENT
TO: Issuer, Issuer's Counsel, Managing Unde'writer, Bond Counsel and Underwriter's
Counsel
RE: Preparation of Financing Documents for Issues the Debt Service Reserve Fund of
which is to be supported by an AMBAC Indemnity Corporation ("AMBAC
Indemnity"} Surety Bond
The attached materials have been prepared to assist you in the preparation of documents
for issues the Debt Service Reserve Fund of which is to be supported by an AMBAC
Indemnity Surety Bond. Please modify the attached exhibits where appropriate. If
desired, these provisions can be incorporated into one section entitled "Debt Service
Reserve Fund --AMBAC Indemnity Surety Bond'! within the applicable Indenture,
Resolution, Ordinance, Order or any other operative financing document (such applicable
financing document will be referred to herein as the "Financing Document"). Please be
advised that the provisions contained in this package are in addition to the conditions
listed on the commitment for the AMBAC Surety Bond and any other comments or
changes that may be required by the AMBAC Indemnity personnel working on this
financing. This package and the documents contained heroin are not for use' in
Texas or Virginia financings. If you have any questions, please call one of the following
persons: Jos_eph V. Salzano, Eileen L. Kirchoff, Mary P. McKeon, Jerry H. Pisecki, Karl
T. Molin, Kevin J. Doyle or Kathleen A. McDonough.
o Cover Letter and Accompanying Commitment Letter (Exhibit A).
o Definitions (Exhibit B) .
o AMBAC Ind.~mnity consent required for changes to underlying
dbcUme~t~tion and exercise of remedies upon default (Exhibit C).
o Notices to be given to AMBAC Indemnity (Exhibit D).
o Descriptiori of AMBAC Indemnity payment procedure (Exhibit E).
o AMBAC Indemnity Official Statement Disclosure (Exhibit F).
o Form of AMBAC Indemnity Opinion (Exhibit G).
o Form of Surety Certificate of Bond Insurer (Exhibit H)
o Form of Surety Bond (Exhibit I).
o Form of Guaranty Agreement (Exhibit J).
o AMBAC Indemnity Corporation Wiring Instructions (Exhibit K)
EXHIBIT A
~TANDARD COVERLETTER
FOR SURETYBOND
RE: >
Dear >:
Enclosed herewith please find for distribution an original and one certified photocopy of
the Commitment for Surety Bond, Commitment Number > (the "Commitment"), relating
to the above-captioned obligations (the "Bonds"). The Commitment has been requested
in connection with the issuance and sale of the Bonds, and if not exercised, should be
disregarded.
It is suggested that the original copy of the Commitment be delivered to or held on behalf
bf the issuer of the Bonds, If further certified photocopies of the Commitment are
required, please 'notify the Legal Department of AMBAC Indemnity Corporation ("AMBAC
Indemnity").
In addition, a sample surety bond to be issued by AMBAC Indemhity (the "Surety") and
certain sample language for inclusion in the official statement relating to the Bonds (the
"Official Statement") is enclosed. Enclosed also for your assistance is an AMBAC
indemnity standard package which contains provisions relating to the surety bond to be
inserted in the financing documents. Should you have any questions regarding these
materials, please contact the AMBAC Indemnity Legal Department and an attorney will
address such questions. Additional comments, other than the standard package
insertions, may be given by the AMBAC Indemnity personnel working on this transaction.
All drafts of financing documents including but not limited to a Guaranty Agreement, in
form and content acceptable to AMBAC, the Official Statement and any legal opinion
relating to the issuance of the Bonds, to the extent not already provided, should be
submitted for AMBA.C, Indemnity review as available but in no event later than five (5)
'bL~siness da,)~ pFior'~d closing. Please note that bond counsel's approving opinion must
be acceptable to AMBAC Indemnity and shall be either addressed to AMBAC Indemnity
or delivered with a reliance letter addressed to AMBAC Indemnity. Please provide a copy
of the closing index as soon as practicable. Please note the requirement set forth in the
Commitment for a lette~ indicating that the financing documents, the OfFicial Statement (or
any similar disclosure document) and the various legal opinions executed and delivered
3
at closing are substantially in the forms theretofore provided to AMBAC Indemnity for
review, with amendments, modifications or deletions as may have been approved by
AMBAC Indemnity. A closing transcript containing, among other things, all such financing
documents, the Official Statement (or any similar disclosure document) and legal opinions
should be provided as soon after closing as practicable.
Finally, to the extent that a legal opinion will be requested as to the fairness and accuracy
of the language to be included in the Official Statement describi~cJ AfftBAC Indemnity and '
the Surety, the delivery of such opinion is dependent upon the review of such language
by an attorney at AMBAC Indemnity prior to the issuance of the Bonds. The Official
Statement should be sent for AMBAC Indemnity legal review as soon as possible.
tf you need any further assistance, please do not hesitate to call me directly. Any
questions relating to the sample language provided for inclusion in the Official Statement
should be addressed to any attorney in the AMBAC Indemnity Legal Department.
Sincerely,
AMBAC INDEMNITY CORPORATION
Enclosures
AMBAC
Commitment for Surety Bond
Issuer: Commitment Number:
Date of Commitment:
Expiration Date: _. ~- '-
Bonds: Premium:
AMBAC Indemnity Corporation ("AMBAC" or "AMBAC Indemnity"), A Wisconsin Stock
Insurance Company, hereby commits to issue a Surety Bond (the "Commitment") relating
to the Debt Service Reserve Fund for the above-described debt obligations (the "Bonds"),
substantially in the form attached hereto, subject to the terms and conditions contained
herein or added hereto (see conditions set forth herein).
_ To extend this Commitment after the expiration date set forth above, an oral
' (subsequently confirmed in writing) or written request for renewal must be submitted to
AMBAC at least one business day prior to such expiration date. AMBAC reserves the
right to refuse to grant a renewal or may renew this Commitment subject to additional
terms and conditions.
The Surety Bond (the "Surety") shall be issued if the following cof~ditions are satisfied:
1. AMBAC shall receive an opinion of counsel or a certificate of an officer of the
Issuer or ultimate obligor stating that the information supplied to AMBAC in order
to obtain the Surety and the documents to be executed and delivered in
connection with the issuance and sale of the Bonds do not contain any untrue or
misleading statement of a material fact and do not fail to state a material fact
required to be stated therein or necessary in order to make the information
contained therein not misleading.
2. No event shall occur which would permit any purchaser of the Bonds, otherwise
required, not to be required to purchase the Bonds on the date scheduled for the
issuance and delivery thereof. .
3. There shall be no material change in or affecting the Bonds, the Issuer or ultimate
oblfgor (including, but not limited to, the security for the Bonds), the 'Official
Statement, if any (or any similar disclosure document), including any financial
statements therein contained, the financing documents or any legal opinions to be
executed and delivered in connection with the issuance and sale of the Bonds, or
5
any other information submitted to AMBAC in order to obtain the Surety, from the
descriptions thereof provided to AMBAC at any time prior to the issuance of the
Bonds and there shall not have occurred or come to the attention of the issuer or
purchaser any material change of fact or law adverse to the interests of AMBAC,
unless approved by AMBAC in writing.
4. The Bonds shall contain no reference to AMBAC or the Surety except in the bond
legend to be provided by AMBAC or otherwise as may be approved by AMBAC.
5. Unless expressly waived in whole or in part by AMBAC, the financing documents
shall contain a) the terms and provisions provided in the AMBAC STANDARD
PACKAGE transmitted herewith, and b) any provisions or comments given orally
by AMBAC.
6. No later than five (5) business days prior to closing, AMBAC shall be provided
with:
(a) proposed copies of all financing documents,
(b) the proposed official statement (or any similar disclosure document) and
(c) the proposed various legal opinions delivered in connection with the
issuance and sale of the Bonds, including, without limitation, the unqualified
approving opinion.of bond counsel rendered by a law firm acceptable to
AMBAC. The form of bond counsel's approving oplnion must be
acceptable to AMBAC. The form of bond counsel's ~pproving opinion shall '
indicate that the Issuer must comply with certain covenants under and
pursuant to the Internal Revenue Code of 1986, as amended and that the
Issuer has the legal power to comply with such covenants. AMBAC shall
also be provided with executed copies of all financing documents, including
but not limited to a Guaranty Agreement, in form and content acceptable
to AMBAC, the Official Statement (or any similar disclosure document) and
the various legal'opinions rendered, The executed opinion of bond counsel
shall be addressed to AMBAC or in lieu thereof, a letter shall be provided
to AMBAC to the effect that AMBAC may rely on such opinion as if it were
addressed to AMBAC and such letter shall be delivered with an executed
opinion.
(d) any provisions of the Purchase Contract or Bond Purchase Agreement '
referencing AMBAC or the issuer of the Surety in general. If such
provisions are not received in a timely manner or if provisions are inserted
in the Purchase Contract or Bond Purchase Agreement without AMBAC
Indemnity's knowledge, compliance with such provisions may not be
possible.
(e) a letter from bond counsel or counsel to the purchaser or otherwise from
another counsel acceptable to AMBAC to the effect that the financing
documents, the Official Statement (or any similar disclosure document) and
the various legal opinions executed and delivered in connection with the
issuance and sale of the Bonds, are substantially in the forms previously
submitted to AMBAC for review, with only such amendments, modifications
or deletions as may be approved by AMBAC.
(f) a copy of any insurance policy, surety bond, guararaty er indemnification or
any other policy, contract or agreement which provides for payment of all
or any portion of the debt, the costs of reconstruction, the loss of business
income or in any way secures, ensures or enhances the income stream
anticipated to pay the Bonds.
(g) A certified or cashier's check for or evidence of wire transfer of an amount
equal to the payment for the Surety at the time of the issuance and delivery
of the Bonds. Wire transfer shall be used for any payment for the Surety
in an amount greater than $100,000.
(h) the final debt service schedule.
7. AMBAC Indemnity must receive at least (5) business days prior to closing an
opinion addressed to AMBAC by counsel acceptable to AMBAC that the Guaranty
Agreement is a legal, valid and binding obligation of .the Obligor thereof,
enforceable in accordance with its terms.
8. AMBAC Indemnity must receive, at least five (5) business days prior to closing, the
escrow agreement, in form and substance acceptable to AMBAC, for the complete
defeasance of the applicable Bonds (the "Prior Bonds").
9. At least five (5) business days prior to closing, AMBAC must receive certification
by a nationally recognized accounting firm that the Securities invested are sufficient
to pay the prior bonds.
10. AMBAC must receive an opinion of Counsel acceptable to AMBAC that the Prior
Bonds have been legally defeased.
11 .. Funds held by the Escrow Trustee for the payments of the refunded bonds must
be held as cash fully insured by or the Federal Deposit Insurance Corporation or
invested in direct obligations of the United States of America.
12. AMBAC must receive, at least five (5) business days prior to closing, a draft
opinion of bond counsel or special tax counsel acceptable to AMBAC, addressed
to AMBAC, a telecopy of the executed opinion on the day of closing (212) 785-
1178 and an executed original following closing, to the effect that the refunding
and escrow are in full compliance with all applicable Federal and State arbitrage
regulations.
13. AMBAC must receive, at least five (5) business days prior to cliosing, draft opinions
of issuer's counsel and escrow agent's counsel and a telecopy of the executed
opinion on the day of closing (212) 785-1178 regarding the validity, binding nature
and enforceability of the escrow agreement.
8
EXHIBIT B
DEFINITIONS
The following definitions are those which AMBAC recommends for the Financing
Document:
"AMBAC Indemnity" shall mean AMBAC Indemnity~- Corporation; a
Wisconsin-domiciled stock insurance company.
"Surety Bond" shall mean the sure"/bond issued'by AMBAC Indemnity
guaranteeing certain payments into the Debt Service Reserve Fund with respect
to the Bonds as provided therein and subject to the limitations set forth therein.
EXHIBIT C
AMBAC CONSENT LANGUAGE
AMBAC requires that the Financing Document contain the following 'consent language:
A. Consent of AMBAC Indemnity. ~,~ ..
Any provision of this [Financing Document] expressly recognizing or granting
rights in or to AMBAC indemnity may not be amended in any manner which affects
the rights of AMBAC Indemnity hereunder without the prior written consent of
AMBAC Indemnity.
B. Consent of AMBAC Indemnity in Addition to Bondholder Consent.
Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be
required in addition to Bondholder consent, when required, for the following
purposes: (i) execution and delivery of any supplemental [Financing Document]
or any amendment, supplement or change to or modification of the [Loan
Agreement, Lease Agreement, etc.] (ii) removal of the Trustee or Paying Agent or
selection and appointment of any successor trustee or paying agent; and (iii)
initiation or approval of any action notdescribed in (i) or (ii) above which requires
Bondholder consent.
10
EXHIBIT D
NOTICES TO BE GIVEN TO AMBAC INDEMNITY
AMBAC requires that the following notice provisions be incorporated into the Financing
Document:
A. While the Surety Bond is in effect, the Issuer* or the Trustee, as appropriate, shall
furnish to AMBAC Indemnity:
(a) as soon as practicable after the filing thereof, a copy of any financial statement
of the Issuer and a copy of any audit and annual report of the Issuer;
(b) a copy of any notice to be given to the registered owners of the Bonds and
any certificate rendered pursuant to this [Financing Document] relating to the
security for the Bonds; and
(c) such additional information it may reasonably request.
B. The Issuer will permit AMBAC Indemnity to discuss the affairs, finances and
accounts of the Issuer or any information AMBAC Indemnity may reasonably
request regarding the security for the Bonds with appropriate officers of the Issuer.
The Trustee or Issuer, as appropriate, will permit AMBAC Ir~demnity to [have
access to the Project and] have access to and to make cGpies of all books arid
records relating to the Bonds at any reasonable time.
C. Notwithstanding any other provision of this [Financing Document], the Trustee
shall immediately notify AMBAC Indemnity if at any time there are insufficient
moneys to make any payments of principal and interest as required and
immediately upon the occurrence of (i) any event of default hereunder or (ii) any
payment default under any related security agreement.
*or appropriate obligor on the Bonds.
EXHIBIT E
PAYMENT PROCEDURE PURSUANT TO THE SURETY BOND
The following language sets out standard procedure for payments under the Surety
Bond. Modifications should be made to take into accoun..t.de~iaitions.~used in the.
Financing Document (e.g. Debt Service Reserve Fund, Revenues, Additional Funding
Instrument). Specific or different payment procedure required by the Financing
Document must be discussed with AMBAC Indemnity.
A. As long as the Surety Bond shall be in full force and effect, the Issuer, Trustee and
Paying Agent, if appropriate, agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the
Fund/Account, plus all amounts on deposit in and credited to the [Debt Service
Reserve Fund] in excess of the amount of the Surety Bond, are insufficient to pay
the amount of principal and interest coming due, then upon the later of: (i) one (I)
day after receipt by the General Counsel of AMBAC of a demand for payment in
the form attached to the Surety Bond as Attachment 1 (the "Demand for
Payment"), duly executed by the Paying Agent certifying that payment due under
the [Financing Document] has not been made to the Paying Agent; or (ii) the
payment date of the Obligations as specified in the Demand for Payment
presented by the Paying Agent to the General Counsel of AMBAC, AMBAC will.
make a deposit of funds in an account with the Paying Agent or its successor, in
New York, New York, sufficient for the payment to the Paying Agent, of amounts
which are then due to the Paying Agent under the [Financing Document] (as
specified in the Demand for Payment) up to but not in excess of the Surety Bond
Coverage, as defined in the Surety Bond; provided, however, that in the event that
the amount on deposit in, or credited to, the [Debt Service Reserve Fund], in
addition to the amount available under the Surety Bond, includes amounts
available under a letter of credit, insurance policy, surety bond or other such
funding instrument (the "Additional Funding Instrument"), draws on the Surety
Bond and the Additional Funding Instrument shall be made on a pro rata basis to
fund the insufficiency.
(b) the Trustee, or Paying Agent, if appropriate, shall, after submitting to
AMBAC Indemnity the Demand for Payment as provided in (a) above, make
available to AMBAC Indemnity all records relating to the Funds and Accounts
maintained under this [Financing Document].
12
(c) the Trustee, or Paying Agent, if appropriate, shall, upon receipt of moneys
received from the draw on the Surety Bond, as specified in the Demand for
Payment, credit the Debt Service Reserve Fund to the extent of moneys received.
pursuant to such Demand.
(d) the [Debt Service Reserve Fund] shall be replenished in the following priority:
(i) [principal and interest on the Surety Bond shall be paid from first available
Revenues] [principal and interest on the Surety Bond and on the Additional
Funding Instrument shall be paid from first avaitablS"ReVenQi~s on a ¢ro'rata
basis]; (ii) after all such amounts are paid in full, amounts necessary to fund the
[Debt Service Reserve Fund] to the required level, after taking into account the
amounts available under the Surety Bond [and the Additional Funding Instrument]
shall be deposited from next available Revenues.
13
EXHIBIT F
OFFICIAL STATEMENT DISCLOSURE FOR
AMBAC INDEMNITY CORPORATION SURETY BOND
Security For The Bonds
Debt Service Reserve Fund - AMBAC Indemnity Surety Bond
The [Financing Document] requires the establishment of a Debt Service Reserve
Fund in an amount equal to $ >. The [Financing Document] authorizes-the Issuer to
obtain a Surety Bond in place of fully funding the Debt Service Reserve Fund.
Accordingly, application has been made to AMBAC Indemnity Corporation CAMBAC
Indemnity") for the issuance of a Surety Bond for the purpose of funding [a portion of]
the Debt Service Reserve Fund (see "THE [Financing Document]- > "heroin). The Bonds
will only be delivered upon the issuance of such Surety Bond. The premium on the
Surety Bond is to be fully paid at or prior to the issuance and delivery of the Bonds. The
Surety Bond provides that upon the later of (i) one (1) day after receipt by AMBAC
Indemnity of a demand for payment executed by the Paying Agent certifying that
provision for the payment of principal of or interest on the Bonds when' due has not been
made or (ii) the interest payment date specified in the Demand forPayment submitted ~o
AMBAC Indemnity, AMBAC Indemnity will promptly deposit funds with the Paying Agent
sufficient to enable the Paying Agent to make such payments due on the Bonds, but in
no event exceeding the Surety Bond Coverage, as defined in the Surety Bond.
Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically
reduced to the extent of each payment made by AMBAC Indemnity under the terms of
the Surety Bond and the Issuer is required to reimburse AMBAC Indemnity for any draws
under the Surety Bond with interest at a market rate. Upon such reimbursement, the
Surety Bond is reinstated to the extent of each principal reimbursement up to but not
exceeding the Surety Bond Coverage. The reimbursement obligation of the Issuer is
subordinate to the Issuer's obligations with respect to the Bonds.
In the event the amount on deposit, or credited to the Debt Service Reserve Fund,
exceeds the amount of the Surety Bond, any draw on the Surety Bond shall be made
only after all the funds in the Debt Service Reserve Fund have been expended. In the
event that the amount on deposit in, or credited to, the [Debt Service Reserve Fund], in
addition to the amount available under the Surety Bond, includes amounts available under
a letter of credit, insurance policy, surety bond or other such funding instrument (the
"Additional Funding Instrument"), draws on the Surety Bond and the Additional Funding
Instrument shall be made on a pro rata basis to fund the insufficiency. The [Financing
Document] provides that the [Debt Service Reserve Fund] shall be replenished in the
following priority: (i) [principal and interest on the Surety Bond shall be paid from first
available Revenues] [principal and interest on the Surety Bond and on the Additional
Funding Instrument shall be paid from first available Revenues on a pro rata basis]; (ii)
after all such amounts are paid in full, amounts necessary to fund the [Debt Service
Reserve Fund] to the required level, after taking into account the am.o~nts available under
the Surety Bond [and the Additional Funding Instrument] shatLb~tepositecl from next ·
available Revenues.
The Surety Bond does not insure against nonpayment caused by the insolvency or
negligence of the Trustee or the Paying Agent.
AMBAC INDEMNITY CORPORATION
AMBAC Indemnity Corporation ("AMBAC Indemnity") is a Wisconsin-domiciled stock
insurance corporation regulated by the Office of the Commissioner of Insurance of the
State of Wisconsin and licensed to do business in 50 states and the District of Columbia,
and the Commonwealth of Puerto Rico, with admitted assets of approximately
$1,988,000,000 (unaudited) and statutory capital of approximately $1,148,000,000
(unaudited) as of March 31, 1994. Statutory capital consists-of.Sa~4BAC'lndemnity's
policyholders' surplus and statutory contingency reserve. AMBAC Indemnity is a wholly
owned subsidiary of AMBAC Inc., a 100% publicly-held company. Standard & Poor's
Ratings Group, Moody's Investors Service and Fitch Investors' Seryice, Inc. have each
assigned a triple-A claims-paying ability rating to AMBAC Indemnity.
Copies of AMBAC Indemnity's financial statements prepared in accordance with statutory
accounting standards are available from AMBAC Indemnity. The address of AMBAC
Indemnity's administrative offices and its telephone number are One State Street Plaza,
17th Floor, New York, New York, 10004 and (212) 668-0340.
AMBAC Indemnity has entered into pro rata reinsurance agreements under which a
percentage of the insurance underwritten pursuant to certain municipal bond insurance
programs of AMBAC Indemnity has been and will be assumed by a number of foreign
and domestic unaffiliated reinsurers.
AMBAC Indemnity makes no representation regarding the Bonds or th~ advisability of
investing in the Bonds and makes no representation regarding, ndr has it participated in
the preparation of, the Official Statement other than the information supplied by AMBAC
Indemnity and presented under the heading" "
16
EXHIBIT G
FORM OF AMBAC INDEMNITY OPINION
>, 199
Ladies and Gentlemen:
This opinion has been requested of the undersigned, a Vice Pres ~'~ anc~"an Assistaht
~ ent
General Counsel of AMBAC Indemnity Corporation, a Wisconsin stock insurance
company ("AMBAC Indemnity"), in connection with the issuance by AMBAC Indemnity of
a certain Surety Bond, effective as of the date hereof (the' "Surety"), guaranteeing
payment of an amount equal to $> into the Debt Service Reserve Fund for the >, dated
> (the "Bonds").
In connection with my opinion herein, I have examined the Surety, sudh statutes,
documents and proceedings as I have considered necessary or appropriate in the
circumstances to render the following opinion, including, without limiting the generality of
the foregoing, certain statements contained in the Official Statement of the Issuer dated
>, 199_, relating to the Bonds (the "Official Statement'') under the headings ">" and I,>..
Based upon the foregoing and having regard to legal considerations deem relevant, I
am of the opinion that:
1. AMBAC Indemnity is a stock insurance company duly brganized and validly
existing under the laws of the State of Wisconsin and duly qualified to conduct an
insurance business in the State of >.
2. AMBAC Indemnity has full corporate power and authority to execute and deliver
the Surety and the Surety has been duly authorized, executed and delivered by
AMBAC Indemnity and constitutes a legal, valid and binding obligation of AMBAC
Indemnity enforceable in accordance with its terms except to the extent that the
enforceability (but not the validity) of such obligation may be limited by any
applicable bankruptcy, insolvency, liquidation, rehabilitation or other similar law or
enactment now or hereafter enacted affecting the enforcement of creditors' rights.
3.' The execution and delivery by AMBAC Indemnity of the Surety will not, and the
consummation of the transactions contemplated thereby and the satisfaction of the
terms thereof will not, conflict with or result in a breach of any of the terms,
conditions or provisions of the Certificate of Incorporation or By-Laws of AMBAC
Indemnity, or any restriction contained in any contract, agreement or instrument
to which AMBAC Indemnity is a party or by which it is bound or constitute a
default under any of the foregoing.
4. Proceedings legally required for the issuance of the Surety have been taken by
AMBAC Indemnity and licenses, orders, consents or other authorizations or
approvals of any governmental boards or bodies legally required for the
enforceability of the Surety have been obtained; any proceedings not taken and
any licenses, authorizations or approvals not obtained ar~ not material to the
enforceability of the Surety.
5. The statements contained in the Official Statement under the heading ">," insofar
a r'~' ....
as such statements constitute summaries of the m ttes i~fe therein;
' rred to
accurately reflect and fairly present the information purported to be shown and,
insofar as such statements describe AMBAC Indemnity, fairly and accurately
describe AMBAC Indemnity.
Very truly yours,
Vice President and
Assistant General Counsel
18
EXHIBIT H
SURETY CERTIFICATE OF BOND INSURER
In connection with the issuance of > (the "Bonds"), AMBAC Indemnity Corporation
("AMBAC") is issuing a surety bond (the "Surety Bond") to-furfd~'the B~nd Reserve'
Requirement (as defined in the Surety Bond) with respect to the Bonds, all as more fully
set out in the Surety Bond, and a municipal bond insurance policy (the "Insurance Policy")
guaranteeing the payment of principal of and interest when due on the Bonds, all as
more fully set out in the Insurance Policy.
This certificate is to advise you that:
(i) the Surety Bond is an unconditional and recourse obligation of us to pay the
scheduled payments of interest and principal on the Bonds in the event a draw on the
Reserve Account is required under the Ordinance and the amount credited to such
Account is insufficient to make such payment (up to but not in excess of the Surety Bond
Coverage as defined in the Surety Bond);
(ii) the premium of > for the Surety Bond was determined in arm's length
negotiations in accordance with our standard procedures, are required to be paid as a
condition to the issuance of the Surety Bond, and represents a reasonable charge for the
transfer of credit risk;
(iii) no portion of such premiums represents an indirect payment of costs related
to the issuance of the Bonds, including rating agency fees directly attributable to the
issuance of the Bonds or the provision of additional services by us, or the direct or
indirect payment for a cost, risk or other element that is not customarily borne by insurers
of tax-exempt bonds (in transactions in which the guarantor has no involvement other
than as a guarantor);
(iv) we do not reasonably expect that we will be called upon to make any payment
under the Surety Bond;
' (v) we are rated in one of the two highest categories for claims-paying ability by
Standard & Poor's Corporation and Moody's Investors Service;
(vi) we are entitled to be fully reimbursed for any payment made by us under the
Surety Bond upon commercially reasonable repayment terms during a workout period
that is not unreasonably long;
(vii) the Issuer is not entitled to a refund of any portion of the premiums for the
Surety Bond in the event a Bond is retired before maturity or otherwise; and
(viii) we would not have issued the Insurance Policy in the absence of a Reserve
Account of the size and type established under the Ordinance; and it is normal and
customary to require a reserve fund of such a size and type in similar transactions.
IN WITNESS WHEREOF, AMBAC Indemnity Corporation has caused this certificate
to be executed in its name on this day of >, > by one of its c~jc~ duly authorized as '
of such date,
AMBAC INDEMN!TY CORPORATION
By:
Vice President and
Assistant General Counsel
2O
EXHIBIT I
SURETY BOND
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340
Policy No. SB BE
AMBAC Indemnity Corporation ("AMBAC"), :n consideration 'of the payment of the
premium and subject to the terms of this Surety Bond, hereby unconditionally and
irrevocably guarantees the full and complete payments which are to be applied to
payment of principal of and interest on the Obligations (as hereinafter defined) and which
are required to be made by or on behalf of the
(the issuer, as "Obligor") to
(the "Paying Agent") as such
payments are due by the Obligor but shall not be so paid pursuant to a resolution of the
City Council of the Obligor authorizing the issuance of $
(theObligations")
of said city and providing the terms and conditions for the issuance of said Obligations
(the "Resolution"); provided that the amount available at any particular time to be paid to
the Paying Agent under the terms hereof shall not exceed the Surety Bond Coverage,
defined herein as the lesser of $ or the [Debt Service Fieserve Fund
Requirement for the Obligations, as that term is defined in the ReSolution] (the "Reserve
Requirement"). The Surety Bond Coverage shall be reduced and may be reinstated from
time to time as set forth herein.
1. As used herein, the term "Owner" shall mean the registered owner of any
Obligation as indicated in the books maintained by the applicable paying agent, the
Obligor or any d~signee of the Obligor for such purpose. The term "Owner" shall not
include the Obligor or any person or entity whose obligation or obligations by agreement
constitute the underlying security or source of payment of the Obligations.
2. Upon the later of: (i) one (1) day after receipt by the General Counsel of AMBAC
of a demand for payment in the form attached hereto as Attachment 1 (the "Demand for
Payment"), duly executed by the Paying Agent certifying that payment due as required .-...
by the Resolution has not been made to the Paying Agent; or (ii) the payment date of the
Obligations as specified in the Demand for Payment presented by the Paying Agent to
the General Counsel of AMBAC, AMBAC will make a deposit of funds in an account with
the Paying Agent or its successor, in New York, New York, sufficient for the payment to
the Paying Agent, of amounts which are then due to the Paying Agent (as specified in the
Demand for Payment) up to but not in excess of the Surety Bond Coverage.
3. Demand for Payment hereunder may be made by prepaid telecopy, telex, or
telegram of the executed Demand for Payment c/o the General Counsel of AMBAC. If
a Demand for Payment made hereunder does not, in any instance conform to the terms
and conditions of this Surety Bond, AMBAC shall give notice to ~he Paying Agent, as
promptly as reasonably practicable that such Demand for Payment was not effected in
accordance with the terms and conditions of this Surety Bond and briefly state the
reason(s) therefor, Upon being notified that such Demand for Payment was not effected
in accordance with this Surety Bond, the Paying Agent may attemp~E-t. Lo c0rrect any suc.h
nonconforming Demand for Payment if, and to the extent that, th~ Paying Agent is entitled
and able to do so.
4. The amount payable by AMBAC under this Surety Bond pursuant to a Demand for
Payment shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall
be reduced automatically to the extent of each payment made by AMBAC hereunder and
will be reinstated to the extent of each reimbursement of AMBAC by the Obligor pursuant
to Article II of the Guaranty Agreement, dated as of the date of the ObligatioNs, by and
between AMBAC and the Obligor (the "Guaranty Agreement"); provided, that in no event
shall such reinstatement exceed the Surety Bond Coverage. AMBAC will notify the
Paying Agent, in writing within five (5) days of such reimbursement, that the Surety Bond
Coverage has been reinstated to the extent of such reimbursement pursuant to the
Guaranty Agreement and such reinstatement shall be effective as of the date AMBAC
gives such notice. The notice to the Paying Agent will be substantially in the form
attached hereto as Attachment 2.
The Surety Bond Coverage shall be automatically reduced to the extent that the Reserve
Requirement for the Obligations is lowered or reduced pursuant to the terms of the
Resolution.
5. Any service of process on AMBAC may be made to AMBAC or the office of the
General Counsel of AMBAC and such service of process shall be valid and binding as
to AMBAC. During the term of its appointment, General Counsel will act as agent for the
acceptance of service of process and its offices are located at One State Street Plaza,
New York, New York .10004.
6. This Surety Bond is noncancelable for any reason. The term of this Surety Bond
shall expire on the earlier of (i) (the maturity date of the Obligations)
or (ii) the date on which the Obligor, to the satisfaction of AMBAC, has made all
payments required to be made on the Obligations pursuant to the Resolution. The
premium on this Surety Bond is not refundable for any reason, including the payment
prior to maturity of the Obligations.
7. This Surety Bond shall be governed by and interpreted under the laws of the State
of Wisconsin [or Minnesota, Vermont, North Carolina, South Carolina or Washington, for
financings in those states], and any suit hereunder in connection with any payment may
be brought only by the Paying Agent within one year [two years in Minnesota] after (i) a
Demand for Payment, with respect to such payment, is made pursuant to the terms of
this Surety Bond and AMBAC has failed to make such payment or (ii) payment would
otherwise have been due hereunder but for the failure on the part of the Paying Agent
to deliver to AMBAC a Demand for Payment pursuant to the terms of this Surety Bond,
whichever is earlier.
IN WITNESS WHEREOF, AMBAC has caused this Surety Bond to be executed and
attested on its behalf this ~ day of , 19_, _. ~,
AMBAC Indemnity Corporation
Attest: By:
Assistant Secretary Vice President and
Assistant General Counsel
23
Attachment 1
Surety Bond No.
DEMAND FOR PAYMENT
,19
AMBAC Indemnity Corporation . ~.~. ..
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to the Surety Bond No. ~ (the "Surety Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and
not otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
The Paying Agent hereby certifies that:
(a) Payment by the Obligor to the Paying Agent was due on ~ [a date not
less than one (1) day prior to the applicable payment date for the Obligations] under the
, attached hereto as Exhibit A, in an amount equal to $
(the "Amount Due"). The Amount Due is payable to the Owners of the Obligations on
(b) $ has been deposited in the __ [fund/acco0nt] from moneys paid
by the Obligor or from other funds legally available to the Paying Agent for payment to
the Owners of the Obligations, which amount is $ less than the Amount Due (the
"Deficiency").
(c) The Paying Agent has not heretofore made demand under the Surety Bond
for the Amount Due or any portion thereof.
The Paying Agent hereby requests that payment of the Deficiency (up to but not in
excess of the Surety Bond Coverage) be made by AMBAC under the Surety Bond and
directs that payment under the Surety Bond be made to the following account by bank
wire transfer of federal or other immediately available funds in accordance with the terms
of the Surety Bond:
[Paying Agent's Account]
[PAYING AGENT]
By:
Its:
24
Attachment 2
Surety Bond No. __
NOTICE OF REINSTATEMENT
,19
[Paying Agent] ~- ..
[Address]
Reference is made to the Surety Bond No. __ (the "Sureb/Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and
not otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
AMBAC hereby delivers notice that it is in receipt of payment from the Obligor
pursuant to Article 11 of the Guaranty Agreement and as of the date hereof the Surety
Bond Coverage is $ , subject to a reduction as the Reserve Requirement for the
Obligations is lowered or reduced pursuant to the terms of the Resolution.
AMBAC INDEMNITY CORPORATION
::~
Attest: By:
Title Title
25
EXHIBIT J
GUARANTY AGREEMENT
GUARANTY AGREEMENT dated as of >, 19_ by and between >, a public
body corporate organized and existing under the laws of the State of > (the issuer, as
"Obligor"); and AMBAC INDEMNITY CORPORATION ("AMBAC"), a Wisconsin-domiciled
stock insurance company.
WITNESSETH:
WHEREAS, the Obligor has or will issue > (the "Obligations"); and
WHEREAS, AMBAC will issue its Surety Bond (the "Surety Bond"),
substantially in the form set forth in Annex A to this Agreement, guaranteeing certain
payments by the Obligor subject to the terms and limitations of the Surety Bond; and
WHEREAS, to induce AMBAC to issue the Surety Bond, the Obligor has
agreed to pay the premium for such Surety Bond and to reimburse AMBAC for all
payments made by AMBAC under the Surety Bond from Legally Available Funds, all as
more fully set forth in this Agreement; and
WHEREAS, the Obligor understands that AMBAC expressly requires the
delivery of this Agreement as part of the consideration for the execution by AMBAC of the
Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained and of the execution of the Surety Bond, the Obligor and AMBAC agree
as follows:
26
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. Except as otherwise expressly provided herein
or unless the context otherwise requires, the terms which are ca?i!a~,z,~.ed her .e. in shall have
the meanings specified in Annex B hereto.
Section 1.02. Surety Bond,
(a) AMBAC will issue the Surety Bond in accordance with and subject to
the terms and conditions of the Commitment.
(b) The maximum liability of AMBAC under the Surety Bond and the
coverage and term thereof shall be subject to and limited by the Surety Bond Coverage
and the terms and conditions of the Surety Bond.
(c) Payments made under the Surety Bond will reduce the Surety Bond
Coverage to the extent of that payment, provided that 'the Surety Bond Coverage shall
be automatically reinstated to the extent of the reimbursement of principal by the Obligor
of any payment made by AMBAC. AMBAC shall notify the Paying Agent in writing no
later than the fifth (5th) day following the reimbursement by the Obligor that the Surety,
Bond has been reinstated to the extent of such reimbursement.
Section 1.03. Premium. In consideration of AMBAC agreeing to issue the
Surety Bond hereunder, the Obligor hereby agrees to pay or cause to be paid from
Legally Available Funds the premium set forth in the Commitment.
Section 1.04. Certain Other Expenses. The Obligor will pay all reasonable
fees and disbursements of AMBAC's counsel related to any modification of this
Agreement or the Surety Bond.
2"7
ARTICLE II
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFOR
Section 2.01. Reimbursement for Payments Under the Surety Bond and
Expenses. ~,,~, ..,
(a) The Obligor will reimburse AMBAC, from Legally Available Funds within
the Reimbursement Period, without demand or notice by AMBAC to the Obligor or any
other person, to the extent of each Surety Bond Payment with' inter:est on each Surety
Bond Payment from and including the date made to the date of the reimbursement by
the Obligor at the Effective Interest Rate. The Obligor agrees that it shall make monthly
level principal repayments for each Surety Bond Payment during the Reimbursement
Period. Interest on each Surety Bond Payment shall be paid monthly during the
Reimbursement Period. To the extent that interest payments due hereunder are not paid
on a monthly basis, or are not paid as each principal repayment is made, interest shall
accrue on such unpaid amounts at a rate equal to the Effective Interest' Rate.
(b) The Obligor also agrees to reimburse AMBAC, from Legally Available
Funds, immediately and unconditionally upon demand for all reasonable expenses
incurred by AMBAC in connection with the Surety Bond and the enforcement by AMBAC
of the Obligor's obligations under this Agreement together with interest on all such
,',~ expenses from and including the date which is 30 days from the date a statement for.
such expenses is received by the Obligor incurred to the date of payment at the rate set
forth in subsection (a) of this Section 2.01.
Section 2.02. Allocation of Payments. AMBAC and the Obligor hereby
agree that each repayment of principal received by AMBAC from or on behalf of the
Obligor as a reimbursement to AMBAC as required by Section 2.01 (a) hereof shall be
applied to reinstate all or a portion of the Surety Bond Coverage to the extent of such
repayment. Any interest payable pursuant to Section 2.01 (a) hereof shall not be applied
to the reinstatement of any portion of the Surety Bond Coverage.
Section 2.03. Security for Payments; Instruments of Further Assurance. To
th,e extent, but only to the extent, that the Resolution, pledges to the Owners or any
paying agent therefor, or grams a security interest or lien in or on any collateral property,
revenue or other payments ("Collateral and Revenues") in order to secure the Obligations
or provide a source of payment for the Obligations, the Obligor hereby grants to AMBAC
a security interest in or lien on, as the case may be, and pledges to AMBAC all such
Collateral and Revenues as security for payment of all amounts due hereunder, which
security interest, lien and/or pledge created or'granted under this Section 2.03 shall be
subordinate only to the interests of the Owners and any paying agent therefor in such
28
Collateral and Revenues. The Obligor agrees that it will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and
all financing statements, if applicable, and all other further instruments as may be required
by law or as shall reasonably be requested by AMBAC for the perfection of the security
interest, if any, granted under this Section 2.03 and for the preservation and protection
of all rights of AMBAC under this Section 2.03.
Section 2.04. Unconditional Obligation. The ob~gations Of the ObligoF
hereunder are absolute and unconditional and will be paid or performed strictly in
accordance with this Agreement, irrespective of:
(a) any lack of validity or enforceability of, or any amendment or other
modificstion of, or waiver with respect to the Resolution or the Obligations;
(b) any exchange, release or nonperfection of any security interest in
property securing the Obligations or this Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute a defense available
to, or discharge of, the Obtigor with respect to the Obligations;
(d) whether or not such Obligations are contingent or matured, disputed
or undisputed, liquidated or unliquidated.
ARTICLE
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events of Default. The following events shall constitute Events
of Default hereunder:
(a) The Qbligor shall fail to pay to AMBAC any amount payable under
Sec,tions 1.04 and 2.01 hereof and such failure shall have continued for a period in
excess of the Reimbursement Period; - -
(b) Any material representation or warranty made by the Obligor hereunder
or under the Resolution or any statement in the application for the Surety Bond or any
report, certificate, financial statement or other instrument provided in connection with the
Commitment, the Surety Bond or herewith shall' have been materially false at the time
when made;
29
(c) Except as otherwise provided in this Section 3.01, the Obligor shall fail
to perform any of its other obligations under Agreement or hereunder, provided that such
failure continues for more than thirty (30) days after receipt by the Obligor of notice of
such failure to perform;
(d) The Obligor shall (i) voluntarily commence any proceeding or file any
petition seeking relief under the United States Bankruptcy Code ~.r any or. her Federal,
state or foreign bankruptcy, insolvency or similar law, (ii) consent tbt"'~'he institution of, 6r ~
fail to controvert in a timely and appropriate manner, any such proceeding or the filing
of any such petition, (iii) apply for or consent to the appointment of a receiver, paying
agent, custodian, sequestrator or similar official for the Obligor-or for a substantial part
of its property, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of
creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts
as they become due or (vii) take action for the purpose of effecting any of the"foregoing;
Or
(e) An involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the
Obligor, or of a substantial part of its property, under the United States Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the
appointment of a receiver, paying agent, custodian, sequestrator or similar official for the
Obligor or for a substantial part of its property; and such proceeding or petition shall
continue undismissed for sixty (60) days or an order or decree approving or ordering any .
of the foregoing shall continue unstayed and in effect for thirty (30) days.
Section 3.02. Remedies. If an Event of Default shall occur and be
continuing, then AMBAC may take whatever action at law or in equity may appear
necessary or desirable to collect the amounts then due and thereafter to become due
under this Agreement or any related instrument and any obligation, agreement or
covenant of the Obligor under this Agreement; provided, however, that AMBAC may not
take any action to direct or require acceleration or other early redemption of the
Obligations or adversely affect the rights of the Owners. All rights and remedies of
AMBAC under this Section 3.02 are cumulative and the exercise of any one remedy does
not preclude the exercise of one or more of the other available remedies.
3O
ARTICLE IV
SE'I'I'LEMENT
AMBAC shall have the exclusive right to decide and determine whether any
claim, liability, suit or judgment made or brought against AMBAC, the Obligor or any other
party on the Surety Bond shall or shall not be paid, cornpromised, resisted, defended,
tried or appealed, and AMBAC's decision thereon, if made in goo~ faith, shall be final and
binding upon the Obligor. An itemized statement of payments-maS~ by AMBAC, certifiec[
by an officer of AMBAC, or the voucher or vouchers for such payments, shall be prima
facie evidence of the liability of the Obligor, and if the Obligor fails to reimburse AMBAC,
pursuant to subsection (b) of Section 2.01 hereof, upon the receipt of such statement of
payments, interest shall be computed on such amount from the date of any payment
made by AMBAC at the rate set forth in subsection (a) of Section 2.01 hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All computations of premium, interest and
fees hereunder shall be made on the basis of the actual number of days elapsed over
a year of 360 days.
Section 5.02. Exercise of Rights. No failure or delay on the part of AMBAC
to exercise any right, power or privilege under this Agreement and no course of dealing
between AMBAC and the Obligor or any other party shall operate as a waiver of any such
right, power or privilege, nor shall any single or partial exercise of any such right, power
or privilege preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which AMBAC would otherwise
have pursuant to law or equity. No notice to or demand on any party in any case shall
entitle such party to any other or further notice or demand in similar or other
circumstances, or constitute a waiver of the right of the other party to any other or further
action in any circumstances without notice or demand.
Section 5.03. Amendment and Waiver. Any provision of this Agreement
may be amended, waived, supplemented, discharged or terminated only with the prior
Written consent of the Obligor and AMBAC. The Obligor hereby agrees that upon the ~-..
written request of the Paying Agent, AMBAC may make or consent to issue any substitute
for the Surety Bond to cure any ambiguity or formal defect or omission in the Surety
Bond which does not materially change the terms of the Surety Bond nor adversely affect
the rights of the Owners, and this Agreement shall apply to such substituted Surety Bond.
AMBAC agrees to deliver to the Obligor and to the company or companies, if any, rating
the Obligations, a copy of such substituted Surety Bond.
31
Section 5.04. Successors and Assigns; Descriptive Headings.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the
Obfigor and AMBAC and their respective successors and assign. s; provided, that the
Obfigor may not transfer or assign any or all of its rights and obligations hereunder
without the prior written consent of AMBAC.
(b) The descriptive headings of the various provisions of this Agreement
are inserted for convenience of reference only and shall not be 8~'emed 't~ affect th~
meaning or construction of any of the provisions hereof.
Section 5.05. Other Sureties. If AMBAC shall procure.any other surety to
reinsure the Surety Bond, this Agreement shall inure to the benefit of such other surety,
its successors and assigns, so as to give to it a direct right of action against the Obligor
to enforce this Agreement, and "AMBAC," wherever used herein, shall be deemed to
include such reinsuring surety, as its respective interests may appear.
Section 5.06. Signature on Bond. The Obligor's liability shall not be
affected by its failure to sign the Surety Bond nor by any claim that other indemnity or
security was to have been obtained nor by the release of any indemnity, nor the return
or exchange of any collateral that may have been obtained.
Section 5.07. Waiver. The Obligor waives any defense that this Agreement
was executed subsequent to the date of the Surety Bond, admitting and covenanting that
such Surety Bond was executed pursuant to the Obligor's request and in reliance on the
Obligor'e promise to execute this Agreement.
Section 5.08. Notices, Requests, Demands. Except as otherwise expressly
provided herein, all written notices, requests, demands or other communications to or
upon the respective parties hereto shall be deemed to have been given or made when
actually received, or in the case of telex or telecopier notice sent over a telex or a
telecopier machine owned or operated by a party hereto, when sent, addressed as
specified below or at such other address as either of the parties hereto or the Paying
Agent may hereafter specify in writing to the others:
If to the Obligor: >
If tb the Trustee: >
If to AMBAC: AMBAC Indemnity Corporation
One State Street Plaza
17th Floor
New York, New York 10004
Attention: General Counsel
Section 5.09. Survival of Representations and Warranties. All
representations, warranties and obligations contained herein shall survive the execution
and delivery of this Agreement and the Surety Bond.
Section 5.10. Governing Law. This Agreement and the rights and
obligations of the parties under this Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State.
Section 5.11. Counterparts. This Agreement m~9' be executed in any
number of copies and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument. Complete
counterparts of this Agreement shall be lodged with the Obligor and AMBAC.
Section 5.12. Severability. In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction, suc_h holding
shall not invalidate or render unenforceable any other provision hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date first
above written.
>
(Seal)
Attest: By
Secretary Title
AMBAC INDEMNITY CORPORATION
By
Title
ANNEX A
SURETY BOND
33
ANNEX B
DEFINITION8
For all purposes of this Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, all capitalized term8 shall have the meaning as
set out below.
"Agreement" means this Guaranty Agreement. - ~- "~
"AMBAC" has the same meaning as set forth in the first paragraph of this
Agreement.
"Oollateral and Revenues" has the same meaning as set forth in Section 2.08
hereof.
"Commitment" means the AM'BAO Commitment for Surety Bond in the form
attached hereto as Annex C.
"Debt 8errice Payments" means those payments required to be made by the
Obligor which will be applied to payment of principal of and interest on the Obligations.
"Effective Interest Rate" means the lesser of the Reimbursement Rate or the
maximum rate of interest permitted by then applicable law~ provided, however, that the
Effective Interest Rate shall in no event be less than the interest rate on the Obligations.
"Event of Default" shall mean those events of default set forth in Section 8.01 of this
Agreement.
"Legally Available Funds" means any moneys legally available to the Obligor for
the payment of its obligations.
"Obligations" has the same meaning as set forth in the second paragraph of this
Agreement.
"Obligor" has the same meaning as set forth in the first paragraph of this
Agreement.
"Owners" means the registered owner of any Obligation as indicated in the books
maintained by the applicable paying agent, the Obligor or any designee of the Obligor
for such purpose. The term "Owner" shall not include the Obligor or any person or entity
whose obligation or obligations by agreement constitute the underlying security or source
of payment for the Obligations.
34
"Paying Agent" means
"Reimbursement Period" means, with respect to a particular Surety Bond Payment,
the period commencing on the date of such Surety Bond Payment and ending 12 months
following such Surety Bond Payment.
"Reimbursement Rate" means Citibank's prime rate plus two (2) percent per
annum, as of the date of such Surety Bond Payment, said "prime rate" being the rate of
interest announced from time to time by Citibank, New York, Ne~.Y~k, as its'prime rate.
The rate of interest shall be calculated on the basis of a 360-day year.
"Resolution" means
"State" means the State of Wisconsin.
"Surety Bond" means the surety bond issued by AMBAC substantially ~n the form
attached to this Agreement as Annex Ao
"Surety Bond Coverage" means the amount available at any particular time to be
paid to the Paying Agent under the terms of the Surety Bond, which amount shall never
exceed $
"Surety Bond Payment" means an amount equal to the Debt Service Payment less
(i) that portion of the Debt Service Payment paid by the Obligor, and (ii) other funds
legally available to the Paying Agent for payment to the Owners, all as ~;ertified by the
Paying Agent in a demand for payment rendered pursuant to th~ terms of the Surety
Bond.
35
ANNEX C
COMMITMENT
36
EXHIBIT K
AMBAC INDEMNITY CORPORATION WIRING INSTRUCTIONS
(REVISED - AS OF 8/2/93)
Citibank N.A.
ABA NO. 021000089
For: AMBAC Indemnity Corporation
A/C No. 40609486
Advise: Ivan Greenfield (212) 208-3277
*** Please indicate Policy Number on wire ***
POLICY NUMBER CAN BE OBTAINED FROM AMBAC INDEMNITY'S CLOSING
DEPARTMENT.
CALL JANINE FEUDI AT (212) 208-3301
37
EXHIBIT
AUTHORI~.ED INVESTMENTS
,,Authorized Investments" shall mean for all purposes,
including defeasance investments in refunding escrow accounts:
(1) Cash (insured at all times by the Federal Deposit
Insurance Corporation or otherwise coklatera~ized with'
obligations described in paragraph ~) below), or
(2) direct obligations of (including obligations issued or
held in book entry form on the books of) the Department
of the Treasury of the United States of America.
"Authorized Investments" shall mean for all purposes
other than defeasance investments in refunding escrow
accounts:
(1) obligations of any of the following federal agencies
which obligations represent full faith and credit of the
United States of America, including:
Export - Import Bank
FarmCredit System Financial Assistance Corporation
Farmers Home Administration
General Services Administration
U.S. Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
Federal Housing Administration;
(2) senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) and "Aaa" by Moody's Investors Service,
Inc. (Moody's) issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage
Corporation. Senior debt obligations of other Government
Sponsored Agencies approved by AMBAC Indemnity;
(3) U.S. dollar denominated deposit accounts, federal funds
and banker's acceptances with domestic commercial banks
which have a rating on their short term certificates of
deposit on the date of purchase of "A-I" or "A-l+" by S&P
and "P-i" by Moody's and maturing no more than 360 days
after the date of purchase. (Ratings on holding
companies are not considered as the rating of the bank);
(4) commercial paper which iS rated at the time of purchase
in the single highest classification, "A-l+" by Standard
& Poor's and "P-i" by Moody's and which matures not more
than 270 days after the date of purchase;
(5) investments in a money market fund rated "AAAm"
Or"AAAm-G" or better by Standard & Poor's Corporation;
(6) Pre-refunded municipal obligations defined as follows:
Any bonds or other obligations of any state of the United
States of America or of any agency, instrumentality or
local governmental unit of any such state which are not
callable at the option of the obligor prior to maturity
or as to which irrevocable instructiQns~have.been given'
by the obligor to call on the date specified in the
notice; and (A) which are rated, based on the escrow, in
the highest rating category of S&P and Moody's or any
successors thereto; or (B)(i) which are fully secured as
to principal and interest and redemption premium, if any,
by a fund consisting only of cash or obligations
described in paragraph (A)(2) above, which escrow may be
applied only to the payment of such principal of and
interest and redemption premium, if any, on such bonds or
other obligations on the maturity date or dates thereof
or the specified redemption date or dates pursuant to
such irrevocable instructions, as appropriate, and
(ii) which escrow is sufficient, as verified by a nation-
ally recognized independent certified public accountant,
to pay principal of and interest and redemption premium,
if any, on the bonds or other obligations described in
this paragraph on the maturity date or dates thereof or
on the redemption date or dates specified in the irrevo-
cable instructions referred to above, as appropriate;
(7) Investment agreements approved in writingbyAMBAC Indem-
nity Corporation supported by appropriate opinions of
counsel with notice to S&P;
(8) the Local Government Surplus Funds Trust Fund,
established pursuant to Chapter 218, Part IV, Florida
Statutes; and
(9) other forms of investments approved in writing by AMBAC
with notice to S&P.
C. The value of the above investments shall be determined as
provided in "Value" below.
"Value", which shall be determined as of the end of each '
month, means that the value of any investments shall be
calculated as follows:
a) as to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal
(or, if not there, then in The New York Times): the
average of the bid and asked prices for such investments
so published on or most recently prior to such time of
determination;
b) as to investments the bid and asked prices of which are
not published on a regular basis in The Wall Street
Journal or The New York Times: the average bid price at
such time of determination for such investments by any
two nationally recognized government securities dealers
(selected by the Issuer in its absolute discretion) at
the time making a market in such investments or the bid
price published by a nationally recognized pricing
service;
c) as to certificates of deposit and ~ankers acceptanceS:
the face amount thereof, plus accrued interest; and
d) as to any investment not specified above: the value
thereof established byprior agreement between the Issuer
and AMBAC Indemnity Corporation.
EXHIBIT H
GUARANTY AGREEMENT
ARTICLE I
DEFINITIONS; SURETY BOND
Section t.01. Definitions. Excep~aS '~therwis~
expressly provided herein or unless the context otherwise requires,
the terms which are capitalized herein shall have the meanings
specified in Annex B hereto.
Section 1.02. Sure~y Bond.
(a) AMBAC will issue the Surety Bond in accordance with
and subject to the terms and conditions Of the Commitment.
(b) The maximum liability of AMBAC under the Surety Bond
and the coverage and term thereof shall be subgect to and limited
by the Surety Bond Coverage and the terms and conditions of the
Surety Bond.
(c) Payments made under the Surety Bond will reduce the
surety Bond Coverage to the extent of that payment, provided that
the Surety Bond Coverage shall be automatically reinstated to the
extent of the reimbursement of principal by the Obligor of any
payment made by AMBAC. AMBAC shall notify the Trustee in writing
no later than the fifth (Sth) day following the reimbursement by
the Obligor that the Surety Bond has been reinstated to the extent
of such reimbursement.
Section 1.03. Premium. In consideration of AMBAC
agreeing to issue the Surety Bond hereunder, the Obligor hereby
agrees to pay or cause to be paid from Legally Available Funds the
premium set forth in the Commitment.
Section 1.04. Certain Other Expenses. The Obligor will
pay all reasonable fees and disbursements of AMBAC'S counsel
related to any modification of this Agreement Or the Surety Bond
requested by the Obligor.
created or granted under this Section 2.03 shall be subordinate
only to the interests of the Owners and any paying agent therefor
in such Collateral and Revenues. The obligor agrees that it will,
from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing
statementS, if applicable, and all other further instruments as may
be required by law or as shall reasonably be reciue~ed.by,AMBAC for'
the perfection Of the security interest, if any, granted under this
Section 2.03 and for the preservation and protection of all rights
of AMBAC under this Section 2.03.
Section 2.04. Unconditional Obligation. The obligations
of the Obligor hereunder are absolute and unconditional and will be
paid or performed strictly in accordance with this Agreement,
irrespective of:
(a) any lack of validity or enforceability of, or any
amendment or other modification of, or waiver with respect to the
Resolution or the Obligations;
(b) any exchange, release or nonperfection of any
security interest in property securing the Obligations or this
Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute
a defense available to, or discharge of, the Obligor Qith respect,
to the Obligations;
(d) whether or not such Obligations are contingent or
matured, disputed or undisputed, liquidated or unliquidated.
ARTICLE
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events of Default. The following events
shall constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to AMBAC any amount ;"
payable under Sections 1.04 and 2.01hereof and such failure shall
have continued for a period in excess of the Reimbursement Period;
(b) Any material representation or warranty made by the
Obligor hereunder or under the Resolution or any statement in the
application for the Surety Bond or any report, certificate,
financial statemen% Or other instrument provided in connection with
the Commitment, the Surety Bond or herewith shall have been
materially false at the time when made;
4
' ,a 'SZ !Z.;_"5 -'-'Z:' _'ZS~t_ r,;_-- 'D L_zO-IZZ4254-1
ARTICLE
SETTLEMENT
AMBAC shall have the exclusive right to decide and
determine whether any claim, liability, suit or judgment made or
brought against AMBAC, the Obligor or any other party on the Surety
Bond shall or shall not be paid, compromised, resisted, defended,
tried or appealed, and AMBAC's decision thereon, if made in good
faith, shall be final and binding upon the obligor. An itemized
statement of payments made by AMBAC, certified by an officer of
AMBAC, or the voucher or vouchers for such payments, shall be prime
facie evidence of the liability of the Obligor, and if th~ Obligor
fails to reimburse AMBAC, pursuant to subsaction (b) of Secticn
2.01 hereof, upon the receipt of such statement of payments,
interest shall be computed on such amount from the date of any
payment made by AMBAC at the rate set forth in subsection (a) of
Section 2.01 hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All Computations of
premium, interest and fees hereunder shall be made on the basis of
the actual number of days elapsed over a year of 360 days.
Section 5.02. Exercise of Rights. (a) No failure or
delay on the part of AMBAC to exercise any right, power or
privilege under this Agreement and no course of dealing between
AMBAC and the Obligor or any other party shall operate as a waiver
of any such right, power or privilege, nor shall any single or
partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights
Or remedies which AMBAC would otherwise have pursuant to law or
equity. No notice to or demand on any party in any case shall
entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right
of the other party to any other or further action in any
circumstances without notice or demand.
(b) The Obligor hereby acknowledges that all Of AMBAC'S rights
and remedies hereunder, including AMBAC's reimbursement rights, may
6
SEPT 'S
be assigned by AMBAC pursuant to the provisions of any other
agreement AMBAC may enter into providing fcr .reimbursement of
Surety Bond Payments by third parties to AMBAC.
Section 5.03. Amendment and Waiver. Any provision of
this Agreement may be amended, waived, supplemented, discharged or
terminated only with the prior written consent oilthe C~9!igor
AMBAC. The Obligor hereby agrees that upon the'written request of
the Trustee, AMBAC may make or consent to issue any substitute for
the Surety Bond to cure any an~biguity Or formal defect or omission
in the Surety Bond which does not materially change the terms of
the Surety Bond nor adversely affect the rights of the Owners, and
this Agreement shall apply to such substituted Surety Bond. AMBAC
agrees to deliver to the Obligor and to the company Or companies,
if any, rating the Obligations, a copy of such substituted Surety
Bond.
Section 5.04. Successors and Assigns; Descriptive
Headings.
(a) This Agreement shall bind, and the benefits thereof
shall inure to, the Obligor and AMBAC and their respective
successors and assigns, so Long as the conditions in the Resolution
are satisfied; provided that the Obligor may not transfer or assign
any or all of its rights and obligations hereunder without the
prior written consent of AMBAC.
(b) The descriptive headings of the various provisions
of this Agreement are inserted for convenience of reference only
and shall not be deemed to affect the meaning or construction of
any of the provisions hereof.
Section 5.05. Other Sureties. If AMBAC shall procure
any other surety to reinsure the Surety Bond, this Agreement shall
inure to the benefit of such other surety, its successors and
assigns, so as to give to it a direct right of action a~ainst the
obligor to enforce this Agreement, and "AMBAC," wherever used
herein, shall be deemed to include such reinsuring surety, as its
respective interests may appear.
Section 5.06. Signature on Bond. The obligor's
liability sha~ not be affected by its failure to sign the Surety
Bond nor by any claim that other indemnity or security was to have
been obtained nor by the release of any indemnity, nor the return
or exchange of any collateral that may have been obtained.
Section 5.07. Waiver. The Obligor waives any defense
that this Agreement was executed subsequent to the date of the
Surety Bond, admitting and covenanting that such Surety Bond was
executed pursuant to the Obligor's request and in reliance on the
Obligor's promise to execute this Agreement.
7
3,..L '-B ' e~ 14: 'Z,.-: =RZ:" ._.~.G~L DEPT T,3 :.'Bl~422-':5~4 P~GE.
Section 5,08. Notices, Requests, Demands. Except as
otherwise expressly provided herein, all written notices, requests,
demands or other communications to or upon the respective parties
hereto shall be deemed to have been given or made when actually
received, or in the case of telex or telecopier notice sent over a
telex or a telecopier machine Owned or operated by a party hereto,
when sent, addressed as specified below or at such~fcher ~ddress
either of the parties hereto or the Trustee may hereafter specify
in writing to the others:
If to the Obtigor:
If to the Trustee:
If to A/~BAC: A~BAC Indemnity Corporation
One State Street Plaza
17th Floor
New York, New York 10004
Telephone: (212) 668-0340
A~tention: General Counsel
Section 5.09. Survival of Representations and
warranties. All representations, warranties and obligations'
contained herein shall survive the execution and delivery of this
Agreement and the Surety Bond.
Section 5.10. Governing Law. This Agreement and the
rights and obligations of the parties under this Agreement shall be
governed by and construed and interpreted in accordance with the
laws of the State.
Section 5.11. Counterparts. This Agreement may be
executed in any number of copies and by the different parties
hereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument. Complete counterparts of this
Agreemen~ shall be lodged with the Obligor and AMBAC.
Section 5.12. Severability. In the event any provision
of this Agreement sha~l be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
8
IN WITNESS WHEREOF, each of the parties hereto has caused
a counterpart of this Agreement to be duly executed and delivered
as Of the date first above written.
(Seal)
Attest: By
Secretary
AMBAC INDEMNITY CORPORATION
By
9
ANNEX A
SURETY BOND
10
ANNEX B
DEFINITIONS
For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires,
all capitalized terms shall have the meaning a~.s&t out 'Delow.
"Agreement" means this Guaranty Agreement.
"AMBAC" has the same meaning as set forth in the first
paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth
in Section 2.03 hereof.
"Commitment" means the AMBAC Commitment for Surety Bond in
the form attached hereto as Annex C.
"Debt Service Payments" means those payments required to be
made by the Obligor which will be applied to payment of principal
of and interest On the Obligations.
"Effective ~nterest Rate" means the lesser of the
Reimbursement Rate or the maximum rate of interest permitted by
then applicable law; provided, however, that the Effective Interest
Rate shall in no event be less than the interest rate on the
obligations.
"Event of Default" shall mean those events of default set
forth in Section 3.01 of this Agreement.
"Legally Available Funds" means any moneys legally available
to the Obligor for the payment of its obligations.
"Obligations" has the same meaning as set forth in the second
paragraph o~ this Agreement.
"Obligor" has the same meaning as set forth in the first
paragraph of this Agreement.
"Owners" means the registered owner of any Obligation as
indicated in the books maintained by the applicable paying agent,
the Obligor or any designee of the Obligor for such purpose. The
term "Owner" shall not include the Obligor or any person or entity
whose obligation or obligations by agreement constitute the
underlying security or source of payment for the Obligations.
"Reimbursement Period" means, with respect to a particular
Surety Bond Payment, the period commencing on the date of such
Surety Bond Payment and ending 12 months following such Surety Bond
Payment.
11
"Reimbursement Rate" means Citibank's prime rate plus two (2)
percent per annum, as of the date of such Surety B6nd Payment, said
"prime ra~e" being the rate of interest announced from time to time
by Citibank, New York, ~ew York, as its prime rate. The rate of
interest shall be calculated on the basis of a 360-day year.
"Resolution" means ~'
"State" means the State of Wisconsin.
"Surety Bond" means the surety bond issued by AMBAC
substantially in the form attached to this Agreement as Annex A.
"Surety Bond Coverage" means the amount available at any
particular time to be paid to the Trustee under the terms of the
Surety Bond, which amount shall never exceed $
"Surety Bond Payment" means an amount equal to the Debt
Service Payment less (i) that portion of the Debt Service Payment
paid by the Obligor, and (ii) other funds legally available to the
Trustee for payment to the Owners, all as certified by the Trustee
in a demand for payment rendered pursuant to the terms of the
Surety Bond.
"Trustee" means , Or successor.
12
D X~NN~
The Seminole Towne Center Community Redevelopment AgenCy
met in Special Meeting on Monday, July 25, 1994 at 7:05 o'clock
P.M. in the City Commission Room, Sanford City Hall, 3Q0 North Park
Avenue, Sanford, Florida.
Present: Bettye D. Smith, Chairman
A. A. McClanahan, Vice-Chairman
Whitey Eckstein, Member
Robert B. Thomas, Jr., Member
Lon K. Howell, Member
Janet R. Dougherty, Clerk/Secretary
Sanford City Attorney Willie L. Colbert
Sanford City M~n~ger William A. simmons
The Chairman called the meeting to order.
Review of Proposal from the Underwriter regarding Series 1994
community Redevelopmerit Agency ("CRA") Bonds, and advice from the
Financial Advisor.
City of Sanford Finance Director Carolyn Small appeared
and reported that tonight the CRA and the Sanford City Commission
will consider the award of the negotiated sale of CRAbonds to J.P.
Morgan Securities, and introduced Hank Fishkind, Fishkind &
Associates, Inc.; Phillip Sandon, Bond Counsel; Joe Beck, J.P.
Morgan Securities, and Bill Hammer, Melvin Simon and Associates.
Hank Fishkind, Fishkind & Associates, Inc., appeared and
reported that he has reviewed the bond purchase contract; examined
the costs, which are reasonable, associated with the issuance of
these bonds including interest rates, that this transaction was
priced very competitively, and recommended that the bond purchase
contract be awarded to J.P. Morgan securities.
Jim Beck, J.P. Morgan Securities appeared and reported
that the interest rates are aggressive, that the bonds were well
placed in the market, that the term bonds were repriced to a lower
yield, and that the uniqueness of the project and the financing
allowed them to obtain the lowest interest and insurance rates.
Bill Hammer, representative for the developer, appeared
and thanked City Staff for their efforts in putting this project
together.
Certificate as to Public Meetings and No Conflict of Interest.
Sanford City Attorney reported that each member of the
Agency is required by Florida law to execute this Certificate,
which states that each member has no personal knowledge of any
violation Of the Sunshine Law, and does not have or hold any
employment or other contractual relationship with any business
entity that is purchasing the bonds from the Community
Redevelopment Agency.
Corporate Seal. On recommendation of Sanford City Attorney William
Colbert, Mr. Thomas moved to adopt a round impressioned seal with
the words "Conununity Redevelopment Agency of the City of Sanford
Florida" as the official seal of the Community Redevelopment
Agency, and to authorize the Sanford City Attorney to purchase one
in approximate amount of $50.00. Seconded by Mr. McClanahan and
carried by the vote of the Agency as follows:
Bettye D. Smith Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
A. A. McClanahan Aye
Lon K. Howell Aye
Establishment of additional/separateCommunityRedevelo~ment Agency
account for TIF Bond proceeds. On recommendation of the Sanford
City Manager, Mr. Eckstein moved to authorize the chairman and the
Clerk/Secretary to execute the appropriate forms requesting an
additional/separate CRA account for the City of Sanford with the
State Board of Administration, and the related forms with Sun Bank
to allow the transfer of funds between the two entities. Seconded
by Mr. Thomas and carried by the vote of the Agency as follows:
Betrye D. Smith Aye
Whitey Eckstein Aye
Robert B. Thomas, Jr. Aye
A. A. Mcclanahan Aye
Lon K. Howell Aye
There being no further business, the meeting was
adjourned at 7:24 P.M.
man
Attest:
CERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed, qualified and acting Clerk of
the City of Sanford, Florida, and keeper of the records thereof,
including the minutes of its proceedings;
2. A meeting was duly convened on June 28, 1993, in
conformity with all applicable requirements; a proper quorum was
present throughout said meeting and the instrument hereinafter
mentioned was duly proposed, considered and adopted in conformity
with applicable requirements; and all other requirements and
proceedings incident to the proper adoption of said instrument have
been duly fulfilled, carried out and otherwise observed;
3. I am duly authorized to execute this Certificate; and
4. The copy of Resolution No. 1665 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 9th day of August, 1994.
(SEAL)
No. 15(e)
RESOLUTION NO. IGG5
A RESOLUTION APPROVING A REVISED COMIMUNITY
REDEVELOPMENT PLaiN FOR THE SEMINOLE TOWNE
CENTER COMMUNITY REDEVELOPMENT AREA PURSUANT
TO SECTION 163.360 FLORIDA STATUTES; MAKING
CERTAIN FINDINGS IN CONNECTION THEREWITH;
REPEALING AN EARLIER RESOLUTION APPROVING OF
THE ADOPTION OF A COMMUNITY REDEVELOPMENT
PLAN; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on June 28, 1993, the City Commission of the City of
Sanford, Florida (the "City") adopted a resolution finding that a
slum Or blighted area existed within the City and that the
rehabilitation and redsvelopment of such area is necessary in the
public health, safety, morals, and welfare of the residents of the
City;
WHEREAS, pursuant to such resolution, the City Commission
created a community redevelopmerit agency pursuant tO Section
163.356, Florida Statutes in order to provide for the rehabili-
tation and renovation of such area, known as the Seminole Towns
Center Community Redevelopment Area;
WHEREAS, the City Commission of the City of Sanford has held
a public hearing at which it considered the adoption of a community
redevelopmerit plan for the Seminole Towns Center Community Redevel-
opment Area;
W~EREAS, the City has previously adopted a resolution
approving of a =edevelopment area project known as Resolution No.
1595;
WHEREAS, the city has found it necessary to amend the previous
plan extensively and create a revised community redevelopment plan;
WHEREAS, such revised community redevelopment plan is attached
hereto ae Exhibit "A";
NOW THEREFORE, BE IT ENACTED 8¥ THE PEOPLE OF THE CITY OF
SANFORD, FLORIDAs
1. That no families will be displaced from such community
redevelopment area; and
2. That ~he community redevelopment plan conforms to the
general plan of the municipality as a whole; and
3. That the community redevelopment plan gives due consider-
ation to the provision of adequate park and recreation facilities
that may be desirable for neighborhood improvement, with special
consideration for the health, Safety, and welfare of children
residing in the general vicinity of the sits covered by such plan;
and
4. That the community redevelopment plan will afford maximum
Dpportunity, consistent with the sound needs of the municipality as
a whole, for the rehabilitation or rsdevelopment of the area by
private enterprise; and
5. That the revised community redevelopment plan for the
Seminole Towns Center Redevelopment Area attached hereto as Exhibit
"A" is hereby approved; and
6. That Resolution No. 1595, previously adopted by the City
Commission of the City, i~ hereby repealed.
This resolution snail become effective immediately upon its
adoption.
PASSED AND ADOPTED this~ day of June, 1993.
~S~NFO~D, FLORIDA
AS THE CITY COMMISSION OF THE CITY
OF SANFORD, FLORIDA
ATTEST:
~ity Clerk
2
CITY OF
SANFORD, FLORIDA
AMENDED REDEVELOPMENTPLAN
FOR THE
SEMINOLE TOWNE CENTER
COMMUNITY REDEVELOPMENT AREA
JUNE, 1993
I. GENERAL BACKGROUND
The City of Sanford, Seminole County, Florida. is located approximately twenty (20) miles North
of downtown Orlando. The City is pdrnarily a residential community with a downtown commercial
area surrounding the intersection of State Route 46 (1 st Street) and U.S. Routes 17 & 92 (French -
Avenue) (See Map 1, General Location). The CIty of Sanford was established In the 1870's by
General Henry Shetton Sanford as a location for Swedish immigrant farmers. The City is located
along the St. Johns River which was the most logical place to estat~ish a port. The ~ became
a center for commerce and industry in the eady 1900's and at one time was the Celery capital of
the United States although citrus crops were the principal farm crops until several herd freezes
during the 1980's. The City experienced a setback when the Sanford Naval Air Base was
decommissioned in the late 1960's by the U.S. Govemment. The City of Sanford is located In the
North Central portion of Seminde County and has an area of approximatdy 16.5 square miles.
The City is generally bounded by Lake Monroe on the North, 14 on the West,, Beardell Avenue on
the East and the City of Lake Mary on the South (See Map 1). The City has been growing in both
area and population over the last 20 years and currently has a population of approximately 32,382
pursuant to the 1990 census representlog an approximate 40% increase over its 1980 populatiort
of 23.176. Dudng this serne ten year pedod, Seminole County has experienced even greater
population growth and in 1993 had an estimated poNatlort of approximately 318,000. The City
of Sanford per capita income increased from $5,264 to $8,568 or 63% between 1979 and 1987
while Saminde County per capita income increased from $7,672 to $14,862 or 94%. Over the last
decade the City of Sanford has lagged behind Semiride County In both terms of population
growth and per capita income growth.
The City of Sanford two years ago annexed a 214 acre parcel into the City (elso referred to as
· Seminole Towne Center property'). Because of its strategic, location and anticipated
developmant. incorporating this area is likely to help increase both employment opportunities and
income levels in the community. The annexed site is generally located at the Southeast corner
of Interstate-4 (14) and State Route 46 (SR-46) (See Map 2, Boundary Map). This area is on the
northern edge of the rapidly expanding Odando urban area. Furthermore, the City Is exploring
ways in which the necessary infrastructure can be comp4eted in order to promote development
opportunities in the area Immediately to the east of the abeve-descdbed parcel, which land is
already incorporated into the City of Sanford. To provide for much needed i,~l,'astructure, the City
of Sanford has also recently annexed certain adjacent rights-of-way. Pursuant to the Community
Redevelopment Act of 1969, as amended (Ronda Laws Chapter 163.330 et. sec.). this Study and
Redevelopment Plan are being prepared on behalf of the City of Sanford for the following two
purposes. First, to determine whether a Community Redevelopment Area exists, and second, If
the ares is a 'Blighted Ares" as defined'by Rorida Laws Chapter 163.30 et. sec., establishing the
basis for a Community Redevelopment Ran.
The Board of Commissioners of Seminole County, Rodda pursuant to Section 163.410 of the
Rorida Statutes (1989), has delegated the City of Sanford the authority, dghts and responsibilities
to create and establish a Community Redevelopment Agency within its municipal boundaries
expressly for the Seminole Towne Center proparty.
H. FINDINGOF NECESSITY
A. DESCRIPTION OF "BLIGHTED AREA*
The Project Ares (See Map 2) comains approximately 318.2 ~: acres of land and is located
at the Southesst comer of the I-4 and SR-46 interchange, approximately 4 miles west of
downtown Sanford. The legal Description of said Project Ares is as follows:
Portions of Sections 29 and 32, Township 19 South, Range 30 East, Seminole CounW,
Florida, described as follows:
Commence at the North 1/4 comer of said Section 32 and run S 89'47'35' W along the
North line of said Section 32 for a distance of 25.00 feet to the Point of Beginning; thence
run S 00°19'43- E parallel with and 25.00 feet West of the East line of the Northwest 1/4
of said Section 32 for a distance of 756.31 feet to the point of curvature of a curve concave
Easterly, having a radius of 386.67 feet and a central angle of 29'00'00'; thence run
Southerly along the arc of said curve for a distance of 195.71 feet; thence run S 29° 19'43'
E for a distance of 115.39 feet to the point of curvature of a curve concave Westerly, having
land uses include future development of some or all of the fo41owing: (1) additional
commercial/retail space, (2) office space, (3) office/showroom/warehouse space, (4) hotel
space and (5) other such uses approved by the City of Sanford. The Project Area is
currently served by 1-4 and SR-46. In addition, Oregon Avenue presentJy exists as a two
lane compacted sand road (See Map 3, Existing Rood System). The traffic studies and
models prepared for the Application for Development Approval (ADA) for a Development
of Regional Impact (DRI) by Kirrdey-Hom & Associates indicate that the present existing
roodway system Is dearly inadedoate to serve even the initial phase of the proposed
development plan. The Development Order issued by the City of Sanford pursuant to
Ronda Statutes Chapter 380 requires that a number of highway and rood improvements are
necessary for the devdopment of the proposed regional mall to occur. The City of Sanford
has concluded that in order to provide access to the Project Area from the east, as well as
to provide the necessary infrastructure to promote development of adjacent vacant land in
accordance with the City of Senford's Comprehensive Plan, it will be necessary to provide
an adequate rood system. The Comprehensive Plan also contemplates additional high
intensity development in the area between Oregon Avenue and Upsale Rood (CR-15) in the
future. The proposed public improvements to meet these needs include: (1) improvements
to State Route 46, primanly widening be{ween its intersection with 14 and with Upsala Rood
(CR-15); (2) improvement of I-4/SR-46 Interchange; (3) construction of a realigned Oregon
Avenue, including the construction of the realigned Oregon Avenue hereafter referred to as
Towne Center Boulevard, which shall be paved with four lanes, and includes the
construction of a connector road as necessary between the remaining portion of Oregon
Rood and the new Towne Center Boulevard; (4) and a four lane East/West Connector Rood
between Towne Center Boulevard and Rinehart Rood hereafter referred to as St. Johns
Parkway;, and (5) other necessary improvements required for intersections and
.appurtenances (Sea Map 4 Propused TIF Improvements).
F']orida Laws Chapter 163.330 et. sec. requires the adoption of a resolution of a finding of
necessity under Chapter 16,3.355, that a sJum or blighted area exists [Chap. 163.355(1)].
Rortda Laws Chapter 163.340(8)(b) defines a 'blighted area' as follows:
"(b) An area in which there exists faulty or inadequate street
layout; Inadequate parking facilities; or roadways, bridges, or
public transportation facilities incapable of handling the
vblume of traffic flow into or through the area, either at
present or following the proposed construction...'
The Prolect Area which contains approximately 318.2 ~= acres has a faulty and inadequate
street layout, and lacks sufficient existing roads and sufficient roadway capacity necessary
to handle the volume of traffic that will be generated by the proposed developmenL
Therefore, the Project Area is a 'blighted area' because existing infrastructure is inadequate
to support existing and amlclpated development in accordance with the statutory definition
set forth above. The Sanford Comprehensive Plan 1987 - 2005, adopted In 1987,
contemplates high intensity use for the existing and anticipated development of the Project
Area with its designation of 'Regional Commerce Area' use. (See the Development of
Regional Impact (DRI) section 31 Response to questions of Public Facilities: Transpo~atk:m
Considerations for anticipated traffic volumes.)
Phase I of the proposed development of the Project Area will commence in the immediate
future and it is anticipated that it will generate 40,200 net external average dally trips, Phase
II will generate a cumulative total of 48,500 net external average dally trips and Phase III will
generate a cumulative total of 56,800 net external average daily tripS. A road system is
virtually non-existent and the roads presently in place, which are predominately unpaved,
are cot capable of supporting much additional traffic (See Map 3). CurrenlJy Oregon
Avenue is the only existing road within the development area and could support a traffic
flow of 580 vehicles per hour only if it were to be paved (the road is currently paved for only
a few hundred feet with the remaining madway beyond the existing Holiday Inn Motel
entrance being unpaved). The proposed regional shopping magi development will require
a road system that is able to accommodate a minimum Of 1,190 vehicles per hour. in as
much as the proposed additional development (Phases II and III) will result in additionaJ
development of retail space. office space, showroom space and hotel facilities, it is
anticipated that these components of the p~an will generate peak houdy tdps s41gh~y in
excess of 5,800 by the year 1997. AdditionaJ improvements of existing roads, ss well as
the development of new roads will be required to handle this traffic volume. SR-46 between
14 and Upsale Road (CR-15) presently has a total vehicle capacity of 37,100 is expected
to have total volumes in vadous locations of between 32,900 and 48,700 vehicles. Rinehart
Road, which did not exist at the time of approval of the initial Redevelopment Plan end
presently exists as a two-lane road is projected to have total vehicle volumes of between
15,200 and 31,900 vehicles which requires the construction of two additional lanes to handle
the anticipated volume of traffic. The construction of the two additional lanes was initiated
in April 1993 by Seminole County pursuant to a separate agreement with Devdopar of the
Community Redevelopmerit Area. The proposed Towne Center Boulevard, improvements
to SR.-46 and 1.4, and modffications to Rinehart Road are designed to accommodate the
anticipated traffic volume which will be generated by the proposed development.
Additionally, the proposed St. Johns Parkway will provide an improved distribution of the
vehicle load on 8R-46, Rinehart Road and Towne Center Boulevard (See Map 4 for the
proposed public improvements for the road and water systems). Without the proposed
road improvements, the existing road system lacks the capacity to handle the traffic to be
generated by any proposed high intensity use.
C. FINDINGOF "BLIGHTED AREA" PURSUANT TO CHAPTER 163.340(81(b)
Based upon the vehicle volumes which the proposed development will generate and the
present lack of capacity of the existing road system, which is incapable of handling the
volume of traffic flow into or through the area following the proposed construction, there
is the basis for a finding that the Project Area is a 'blighted area' as defined by Rodda Laws
Chapter 163.340(8)(b). Therefore, as documented and further referenced in Section B
(Existence of a 'Blighted Area') above, sufficient facts exist for a finding of necessity under
Rorida Laws Chapter 163.355 as is required by Florida Laws Chapter 163.3,30 et. sec.
IlL lIEDEVELOPMENT PLAN
ACTIONS NECESSARY TO STIMULATE REVITALIZATION OF COMMUNITY
REDEVELOPMENT AREA PROJECT
Revitalization of the Redevelopment Project Area is a large and complex undertaking and presents
challenges and opportunities commensurate to ~ scale. The success of this effort will depend
to a large extent on the cooperation between the private sector and agencies of local govemment
The adoption of the Redevelopmerit Ran makes possible the Implementation of a logical program
to stimulate development within the Community Redevelopmerit Project Area, an area which
cannot reasonably be anticipated to be developed without the adoption of this Radevdopment
Plan. Public investments will create the appropriate environment to attract the investment required
for the rebu~ding of the araa's I,I,a~cture. As a result of this plan. it is anticipated that new
employment opportunities will exist for neady 8,000 people in varying fieldS, industries and skill
levels. These will include employmerit oppoRunities for retail sales, office work, flexible
manufacturing, whcle~aling and hotel4tospttallty wodc
The legal description of the Seminde Towne Center Redevelopment Project Area is attached as
Exhibit A to this reporL The Project Area is generally located east of I-4 end south of SRJ,6 end
north ot CR-46A (See Map 2).
The Community Redevelopment Project Area Redevelopmerit Plan includes a vadety of uses to
be anchored by a regional mall of approximately 1,250,000 square feet. The other land uses
include future development of some or all of the following: (t) additional commercial/retail space,
(2) office space, (3) office/showroom/warehouse space, (4) hotd space, and (5) other such uses
approved by the City of Sanford. The construction of the regional mall Is expected to begin in
1993 and the other phases of the project to be completed by 2000.
DESCRIPTION OF REQUIRED PROJECT IMPROVEMENTS
In order for the development the Community Redevelopmerit Project Area to occur, there are a
number of public infrastructure improvements that will be required. These Improvements include
the following, along with the preliminary cost estimate of each improvement:
(1) I-4/SR-46 Interchange ramp and signals $ 600,000
Widen and improve eastbound off-ramp at SR-46, westbound on-ramp
and eastbound on-ramp, or as otherwise required by or pursuant to
standards established by Rorida DOT.
(2) Improvements to State Route 46 (8R-46) $ 830,000
Expand SR-46 to six lanes from 14 east ramps to County Road 15
(Upsala Road, (CR-15)), and construct dual left turn lanes from SR-46
to 14 westbound or as otherwise required by or pursuant to standards
established by Ronda DOT.
(3) Modifications to Rinehart Road $ 120,000
Modifications to Rinehart R. oad indudlng tum lanes and
acceteratlon/deceleratton lanes, as neces__,~n__ry, at the intersections with
S.R. 46, SL Johns Parkway, and Towre Center Boulevard.
(4) Towre Canter Boulevard $ 2,325,0430
AcquisitiOn of dghta-of-way and construction of Towne Cents'
Boulevard as a four-lane divided road between SR-46 and Rinehart
Road with drainage, including sidewalks on both sides and street lights
as required in lieu of the existing Oregon Avenue which will be vacated,
and a connector road as necessary betwee~ the remaining segment of
Oregon Avenue and the new Towne Canter Boulevard.
(5) b't. Johns Parkway $ 800,000
Acquisition of rights-of way and construction of a four lane connector
road, heretofore referred to as the East/~Nest Connector Road, between
Towne Canter Boulevard and Rinehart Road with a sidewalk on the
north side, street lights, drainage and storm water pond to serve this
improvement with an outfall to the Lockehe~t-Smith Canal.
(6) Electrical System Improvements $ 210,(X)0
Extend new power lines along Towne Center Boulevard and the St.
Johns Parkway to serve the Mall, adjacent properties, roadway lighting
system and traffic sigcalization.
(7) Sanitary Sewer Improvements $
New lift station and force main to serve the CommunlW Redevelopment
Area.
(8) Relocation of Existing Utilities $ 215,000
Make necessary relocaticns of existing utilities in the Community
Redevelopment Area to accommodate changes in the road system and
drainage system.
(9) Water System Improvements $ 275,000
Extend the 16' water main to serve the Community Redevelopmerit
Area.
(10) Off-Site Drainage $ 110,000
. - Improvements to off-site drainage facilities necessary to accommodate
' storm water drainage from the road Improvements described above.
(11 ) Signalization $ 500.000
Installation and/or modificatln of traffic signals at the intersections of
Towne Center Boulevard with SR-46, the SL Johns Parkway, North
Connector, north mail entrance, south mall entrance, and Rinehart
Road; at the interaectiorts of S.R. 46 with Rinehart Road, and CR-15
(Upeala Road); and at the Intersection of SL Johns Parkway and
Rinehart Road pursuant to appropriate Rodda. DOT, County, and/or
City standards,
(12) Public Transit Facilities $ 100,000
Installation of bus sheitem, acldlth:~al pavement, and other modifications
to bus lanes for passenger pick-up and discharge on site for public
transit system.
(13) Engineering, Surveying & Testing $ 990,000
(14) ~ Contingency $ 305,000
(15) Ranning and Legal $ 80,000
TOTAL PROJECT COSTS $ 7,600,000
The above-referenced improvements are required to correct the currently existing conditions of
faulty and inadequate street layout in the area, and, ere also required to provide adequate road
oapacity and other public transportation facilities oapable of handling the vdurne of traffic in or
through the area upon completion of development because the current road capacities are not
sufficient in design, construction and location to meet the needs of the proposed three-phased
redevelopment as established In the Development Order issued by the City of Sanford. It is
anticipated that Phase I of the proposed development of the Project Area will generate
approximately 40,200 net external average dally tdps. Phase II will generate a total of 48,500 net
external average daily trips and Phase III will generate a total of 56,800 net external average daily
tdps.
PROJECT FINANCING COSTS
In addition to the costs of roadway and related improvements described above under the heading
of "Description of Required Project Improvements', additional costs may be incurred which are
necessary and appropriate costs of issuance of notes, bonds, or other financial Instruments
necessary to finance the improvements, Indudlng. but not limited to, professional and underwriting
fees. capitalized interest, bond insurance premiums and debt service and other reserve funds.
SOURCES OF FUNDING FOR REOUIRED PROJECT IMPROVEMENT COSTS
Funding for the above referenced Project Costs may be provided from Incremental property tax
revenues, grants-in-aid from state or federal sources. and contributions from private sources, or
any combination of the above sources of funds. Tax Increment financial district obligations may
be issued to fund pad of the Project Costs to be repaid from the above referenced funding
sources. The estimates of costs for the above referenced road and related improvements are
preliminary and subject to revision and/or reallocation between categories as appropriate.
LIMITATIONS UPON CONTRIBUTIONS OF INCREMENTAL PROPERTY TAX
REVENUES BY THE CITY OF SANFORD
The City of Sanford may establish a limitation upon the amount of annual incremental properly tax
revenue (hereinafter defined as 'incremental revenue') generated from within the Project Area
pursuant to the ad valorem tax levy of the City of Sanford not to exceed 50% per annum of said
incremental revenue for a period of 15 years of tax Collections commencing with the first year of
collections after the issuance of the certificate of occupancy for Phase I of the Redevetopment
which is contributed to the financing of the prolect improvements set forth In "Description of
Required Project Improvements", above. .
IV. REDEVELOPMENT PROJECT AREA GOALS AND OBJECTIVES
Investment in new development of structures and facilities Is essential to the City of Sanford.
Seminole C~unty and the proposed Community Redevelopmerit Area. Rodevelopment and
conservation efforts in the Redevelopment Project Area will strengthen the City of Sanford through
environmental improvements, an increased tax base and additional employment opportunities
through the achievement of certain general goals as follows.
GENERAL GOALS.
* Implementation of the final Development Order.
* Implementation of the City of Sanford's Comprehensive Plan for the Redevelopment Project
Area.
* Improve the quality of life In the City Sanford and Seminole County by Increasing the scope
of services and amenitiea avaRable to its residents.
, Provide sound economic development activities In the Redevelopmerit Project Area.
* Devdopment of new commercial facilities In the Redevdopment Project Ares to make it an
important contributing facility to the City of Sanford and Seminde County.
* Create an envirorwnent withIn the Redevelopmerit Project Area which will contribute to the
health. safety, and general weftare of the City of Sanford and Samlnde County, and
preserve or enhance the value of properties In the area.
* Create job opportunities.
* Create new retail centers and the accompanying job opportunities.
* Increase tourlam and related suppo~ industries for the City of Sanford and Seminole
Count.
* Increase real estate, utility. license and sales taxes for the City of Sanford and Seminole
County.
REDEVELOPMENT OBJECTIVES.
The implementation of the plan for the Community Redevetopment Area will achieve certain
objectives for redevelopment within the project area as fbllows:
* Reduce of eliminate those conditions of existing faulty and inadequate road layout and road
capacity which presently exist and which qualify the Redevelopment Project Area as a
Blighted Area by developing a proper highway system in order to provide transportation
access to and through the Redevdopment Area.
* Enhance the tax base of the CAW of Sanford, Semlnde County and of the other taxing
districts which extend into the Redevdopment Project Area by encouraging private
investment in new commercial construction.
* Strengthen the economic well-being of the Redevdopment Project Area and the City of
Sanford and Semlnde County .by increasing business activity, taxable values, and Job
opportunities.
* Encourage the assembly of land Into percds functionally adaptable with respect to shape
and size and meeting the needs and standards for development.
* Provide for needed public improvements or facilities in proper rdationship to the projected
demand for such facilities and in accordance with accepted design criteria for such
facilities.
* Provide needed incentives to encourage a broad range of improvements in new
development efforts.
* Encourage the participation o1' minorities and women in opportunities for employment
resulting from the development of the Redevsiopment Project Area.
* Create a roadway system that is planned and fully Integrated with the present system to
mee{ the community's present and future needs.
DEVELOPMENT AND DESIGN OBJECTIVES.
The Impiemematlon o~ the pan for the Commurdty Redevdopment Area will achieve certain
objective for the development and design within the project area as fallows:
* Establish a pettem of land use activities arranged in compact, compatible grouping to
increase efficiency of operatio~ and economic rdationshipe.
* Achieve development which is integrated both functiorxally and aesthettoally with nearby
existing development.
* Ensure safe and adequate traffic circulation pattems and capacity in the Community
Redevelopment Project area and surrounding areas.
Encourage coordinated development of parcels and structures In order to achieve efficient
building design; unified off-street parking, trucking and service facilities; and appropriate
access to nearby highways.
Encourage a high-qs~ality appearance of buildings, rights-of-way and open spaces, and
encourage high standards of design.
A. IMPLEMENTATION OF REDEVELOPMENT PROJECT AREA GOALS AND
OBJECTIVES
The City proposes to realize both the general goals and the goals and objectives for
redevelopment and for development and design within the Project Area through public
finance techniques, including but not limited to tax increment financing, and by undertaking
some or all of the following actions:
1. Provision of Public Infrastructure Improvements and Facilities,
Adequate public ;,;,=structure improvements and facilities wil be provided to service
the entire Redevelopment Project Area and the land immedlatdy to the east of the
Redevelopmerit Project Area by providing a rood system capable of handling the
traffic flow into and throughout the Redevdopment Project Area. Public
improvements and faclitlel may include, but are not limited to:
a. Construction of a more functional, visually recognizable and attractive
transportation nalwo~ for the Community Redevalopment Area including the
improvement of traffic flow along State Route 46; efficient Ingress and eqre~.s
of Traffic to and from Interstate 4 and public landscaping and appropriate
signage for the roadway system and internal transportation na~vork and
roadway system within the Community Redevdopme~t
b, Provision of adequate utilities naces__~_ry to serve the Redevdopment Area and
the relocation of existing utilities as naces___~a_ry.
c. Construction of a street system to efficiently and effectively serve the
Redevalopment Area; including a new Towne Center Boulevard, widening of
SR-46 from 14 to Upsala Road (CR-15), widening of Rinehart Road to four
lanes and St. Johns Parkway from Towne Center Boulevard to Rinehart Rood.
d. Necessary acquisition of land for rights-of way for public Improvements.
2. Soil and Site Improvements
Provide site improvements and/or soil on privately held properties for The purpose
of making land suitable for development including entedng into a Redevalopment
Agreement for necessary ~l or the elimination of soil conditions which sen/e as
impediments to the devdopment of the site, and/or necessary site improvements
within the Community Redevelopment Area.
3. Revision of Scope of Project Improvements.
In the event that the City determines that construction of certain improvements is not
financially feasible, the City may reduce the scope of the proposed improvements to
be funded from the proceeds of bonds to be issued by the Community
Redevelopment Agency.
B. REDEVELOPMENT PROJECT COSTS
Redevelopment Project Costs mean the sum total of all reasonable or necessary costs
incurred or estimated to be incurred, or reimbursed to a private entity implementing the
Redevelopment Plan and any such costs incidental to this Redevelopmerit Plan and
Redevelopment Project pursuant to the State of Rorlda Community Redevelopment Act.
Such costs may include, without limitation, according to Rorlda Laws Chapter 163 the
following:
1. Acquisition of a slum or blighted area or portion thereof;,
2. Demolition and removal of buildings and improvements;
3. Installation, construction, or reconstruction of streets, utilities, perks, playgrounds,
and other improvements necessary for carrying out the Community Redevelopment
Objectives in accordance with the Community Redevelopment Plan;
4. Within its area of operation to make Or have made all surveys and plans nece~--q-qry
to the carrying out of the purpose of the law; to contract with any person, public or
private, in making and carrying out such plans including appmisaJs, tffie searches,
surveys, and other plans and work necessary to prepare fOr the undertaking of
community redevdopment and related activities;
5. Close. vacate, plan Or replan meets, roads, sidewalks, ways or other places and to
plan Or replan any pert of the City;
6. Acquisition of any other real property in the community redevelopment area when
necessary to eliminate unhealthful, unsanitary, or unsafe conditions; lessen density;
eliminate obsdate Or other uses detrimental to the public wellare; Or otbenNise to
remove Or prevent the spread of blight Or deterioration Or to provide fOr needed
public facilities; and
7. Costs may be Incurred which are necessary and appropriate costs of issuance of
notes. bonds, or other financial instruments nece_~sery to finance the improvements,
including, but not limited to, professional and undeP,vriting fees, capitalized interest.
and debt service and other reserve funds.
C. ESTI~IATED REDEVELOPMENT PRO.IECT COSTS
The Estimated Redevelopment Project Costs for the initial phase of the redevetopment are
delineated in Table 1. To the extent that municipal obligations have been issued to pay for
such redevelOpment project costs included prior to, but In anticipation of, the adoption of
tax increment financing, the City shall be reimbursed for or shall authortze reimbursement
to appropriate others for such Redevelopment Project Costs. The total Redevelopment
Project Costs provide an upper limit on expenditures (exclusive of capitalized interest,
issuance costs, Interest and other financing costs). W'~thin this limit, adjustments may be
made in individual line items without amendment to this Redevetopment Plan. The Cit,/of
Sanford may utilize certain Incremental ad valorem tax revenues generated by the Seminble
Towne Center Community Redevelopment Area as allowed by Ronda law. Only 50% of the
incremental ad valorem tax revenues of the City of Sanford may be utilized for the payment
of project costs or bonds as set forth in 'Limitations upon Contributions of IncrementsJ
Property Tax Revenue by the City of Sanford' above.
TABLE 1
ESTIMATED REDEVELOPMENT PROJECT COSTS
t-4/SR-48 ramp and signals $
Improvements to State Route 46 (8R-46) $ 830,000
Modifications to Rinehart Road $ 120.000
Construction of Towne Center Boulevard $ 2,325,000
St. Johns Parkway $ 800,000
Electrical System Improvements $ 210,000
Sanitary Sewer Improvements $ 140,000
Rdocation of Existing Utilities $ 215,000
Water System Improvements $ 275.000
Off-Site Drainage $ 110.000
Signalization $ 500,000
Public Transit Facilities $ 100.000
Engineering. Surveying & Testing $ 990,000
Construction Contingency $ 305,000
Planning &Legal $ 80.000
TOTAL PROJECT COSTS $ 7,600,000
of 625.00 feet, a central angle of 38°24'53', an arc length of 419.04 feet, a chord length of 411.23
feet, and a chord bearing of South 01 °35'57' East; thence run South 20'48'23' East, 136.76 feet;
thence run North 8.9°50'41' East, 32.61 feet to a point lying on the aforesaid Northwesterly
right-of-way line of Rinehart Road; thence, along said Northwesterly right-of-way line, run South
68 ° 48'05' West, 139.25 feet to the point of beginning.
The above described parcel of land lies in Seminole County and the City of Sanford, Florida and
contains 16.687 acres, more or less. Note that poffions of said parcel of land ovedap with and/or
are also contained within a portion of the above-described 213.703 acre, and/or 4,426 acre parcel.
Map 1 General Location
Map 2 Boundary
Map 3 Existing Road Conditions
Map 4 Proposed Improvements
dVIAI ABVONrlO8 V31:IV
1N~dO13AS]O5]~l ,kllNI'llAIHO0
~ dVIAI
1. I-4/SR-46 RAMP'S AND SIGNALS
2. IMPROVEMENTS TO STATE ROUTE 46 (SR-46)
3. MODIFICATIONS TO RINEHART ROAD
--~-"'-N
4. CONSTRUCTION OF TOWNE CENTER BOULEVARD
5. CONSTRUCTION OF ST. JOHNS PARKWAY
6. ELECTRICAL SYSTEM IMPROVEMENTS
7. SANITARY SEWER IMPROVEMENTS
o
o 8. RELOCATION OF EXISTING UTILITIES.
T, 9. WATER SYSTEM IMPROVEMENTS
z
g 10. OFF SITE DRAINAGE
11. SIGNALIZATION
12. PUBLIC TRANSIT FACILITIES
4,6,7,8,9.10J
,
STATION 145+00 STATION 158+00 ~1 ~,,8,9, IO J
MAP 4 - PROPOSED IMPROVEMENTS ""' ~""""~
CERTIFICATE OF TRUSTEE, REGISTRAR AND PAYING AGENT
AS Trustee, Registrar and Paying Agent under Resolution No.
93-2, adopted by the Community Redevelopment Agency of the City'of
Sanford, Florida (the "Agency") on September 27, 1993, as amended
and supplemented (the "Resolution"), securing the following
described obligations (the "Bonds") of the Agency:
$6,000,000 Community Redevelopment Agency of the City Of
Sanford, Florida, Community Redevelopment Revenue Bonds,
Series 1994A, fully registered Bonds in the denomination
of $5,000 each or integral multiples thereof, dated
August 1, 1994, bearing interest payable June 1 and
December 1 of each year (commencing December 1, 1994),
maturing on June 1 in the years and amounts and bearing
interest at the rates set forth below:
Serial Bonds
Year Amount Interest Rate
1999 $135 000 5.00%
2000 165 000 5.10
2001 200 000 5.20
2002 300 000 5.30
2003 315 000 5.40
2004 330 000 5.50
2005 450 000 5.60
Term Bonds
Year Amount Interest Rate
1998 $ 105,000 4.80%
2011 4,000,000 6.00
(1) First Union National Bank of Florida hereby accepts the
duties and obligations of Trustee, Registrar and Paying Agent for
the Bonds and agrees to perform the duties of Trustee, Registrar
and Paying Agent as required under the terms of the Resolution.
(2) M~l~ R. p~ did, by manual execution of
the Certificate of Authentication, duly authenticate the Bonds on
behalf of First Union National Bank of Florida, and such person was
at the time of signing said Bonds and still is an officer of the
undersigned and was duly authorized to authenticate the Bonds, as
evidenced by Exhibit A attached hereto.
(3) First Union National Bank of Florida is a national
banking association, validly existing and in good standing under
No. 17
the laws of the United States of America and is duly authorized to
exercise trust powers in the State of Florida.
(4) First Union National Bank of Florida has all requisite
authority, power, licenses, permits and franchises, and has full
corporate power and legal authority to execute and perform its
functions under the Resolution.
(5) The performance by First Union National Bank of Florida
of its functions under the Resolution will not result in any
violation of the Articles of Association or Bylaws of the Bank, any
court order to which it is subject or any agreement, indenture or
other obligation or instrument to which it is a party or by which
it is bound, and no approval or other action by any governmental
authority or agency having supervisory authority over it is
required to be obtained by First Union National Bank of Florida in
order to perform its functions under the Resolution.
(6) There is no action, suit, proceeding or investigation at
law or in equity before any court, public board or body pending or,
to our knowledge, threatened against or affecting First Union
National Bank of Florida wherein an unfavorable decision, ruling or
finding on an issue raised by any party thereto is likely to
materially and adversely affect the ability of First Union National
Bank of Florida to perform its obligations under the Resolution.
Dated this 9th day of August, 1994.
(SEAL) FIRST UNION NATIONAL BANK OF
FLORIDA
ARTICLE VIII
Section 8.2 Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, und.er. takings,.proxies,.and other instruments
or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the
Chairman of the Board, Or the President, or any Vice Chairman
of the Board, any Vice President or Assistant Vice President,
or the Secretary or Assistant Secretary, Cashier, or Assistant
Cashier, or, if in connection with the exercise of fiduciary
powers of the Association, by any of said officers or by any
Trust Officer or Assistant Trust officer; provided, however,
that where required, any such instrument shall be attested by
one of said officers other than the officer executing such
instrument. Any such instruments may 'also be executed,
acknowledged, verified, delivered, or accepted in behalf of the
Association in such other manner and by such other officers as
the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other
provision of these By-laws.
Comptroller of the Currency
Administrator of National Banks
Washington, D, C. 20219
CERTIFICATE OF CORPORATE EXISTENCE
INCLUDING FIDUCIARY P~ERS
I, C. T. Conover, Comptroller of the Currency, hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control
of all records pertaining to the chartering, regulation and supervision of all
National Banking Associations;
2. Florida National Bank, Jacksonville, Florida, Charter No. 8321 is a National
Banking Association formed under the laws of the United States and is authorized
thereunde_Lrto transact the business of banking and to act in'all fiduciary capacities
permitted thereby on the date of this Certificate.
IN TESTTMONY WHEREOF, I have hereunto
Office to be affixed to these presents at
the TreasUry Department, in the City of
Washington and District of Columbia this
21st day of December, A. Do 1982.
Comptroller of the Currency
Approval is hereby granted to invest up to $450,000,000 in fixed
assets. This investment is to be depreciated on the bank's books
in accordance with generally accepted accounting principles. Our
letter does not constitute an appraisal and determining that the
same represents a prudent investment rest with management and the
Board of Directors.
The shareholders' meetings of the respective banks may be finally
adjourned.
Very truly yours,
Charter No. 17695
Comptroller of the Currency
Administrator of National Banks
SoUtheastern District
Marquis One Tower, Suite 600
245 Peachtree Center Avenue, N.E.
Atlanta, Georgia 30303
March 1, 1990
T. V. Adams
Senior Vice President and Deputy Counsel
First Union Corporation
Charlotte, North Carolina 28288
Re: 89-SE-02~035 - First Unioh National Bank of Florida
Jacksonville, Florida
Dear Mr. Adams:
This letter is the official certification of the Comptroller of'the
Currency for the merger of Florida National Bank, Jacksonville,
Florida (Charter No. 8321), with and into First Union National Bank
Of Florida, Jacksonville, Florida (Charter No. 17695), and
effective as of March 1, 1990, under the charter of First Union
National Bank of Florida, and under the title of "First Union
National Bank of Florida".
This letter is also the official authorization of the Comptroller
of the Currency allowing First Union National Bank of Florida,
Charter No. 17695, the ~eceiving institution, to operate its
presently existing branches, the main office of Florida National
Bank, and its branches, as branches of the receiving institution.
Pursuant to this approval, the following branch is hereby
certified:
Popular Name: Main Office
Street Address: 225 Water Street
City/State: Jacksonville, Florida 32202
Branch No: 8136tA
AFFIDAVIT
I hereby certify in accordance with Section 658.72(4)
Florida Statutes, that the attached document authorizing
and confirming the merger of Florida National Bank with and
into First Union National Bank of Florida under the charter
of the latter and under the title of "First Union National
Bank of Florida", effective March 1, 1990, is a true and
accurate copy of the original maintained in the records of
First Union National Bank of Florida under my supervision.
, 19 .
A. . ou ras
Assistant Secretary
First Union National Bank
of Florida
[SEAL]
Sworn to and subscribed before me this / 2 ~ day of
Notary
My Commission Expires:
" NOTARY PUBL!C, STATE OF FLORID~
-: My cornrniss~:,n expires Sept. 3, 1990
.: Bonded thru Pat+-3r-r, on - Becnt Agency
CERTIFICATE RE COMPLIANCE WITH RULE G-8 AND RULE G-36
OF THE MUNICIPAL SECURITIES RULEMAKING BOARD
The undersigned, J.P. Morgan Securities Inc. (the
"Underwriter"), in connection with the issuance by the Community
Redevelopment Agency of the City of Sanford, Florida, of its
$6,000,000 Community Redevelopment Revenue Bonds, Series 1994A (the
"Bonds"), DOES HEREBY CERTIFY that:
1. As prescribed by the Municipal Securities Rulemaking
Board (the "MSRB"), the Underwriters have filed or will
cause to be filed with the MSRB in compliance with Rule
G-36 of the MSRB two copies of the Final Official
Statement for the Bonds and two copies of completed Form
G-36(OS).
2. The Underwriter shall maintain or cause to be maintained
and kept current the required records for the Bonds in
order to comply with the requirements of Rule G-8 of the
MSRB manual.
DATED this 9th day of August, 1994.
J.P. ORGAN SECURITIES INC.
BY:I ~~~~'~/~
No. 18 (b)
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EXHIBIT I
SURETY BOND
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Policy No. SB0264BE
AMBAC Indemnity Corporation ("AMBAC"), in consideration of the payment of and subject
to the terms of this Surety Bond, hereby unconditionally and irrevocably the premium
guarantees the full and complete payments which are to be applied to payment of principal
of and interest on the Obligations (as hereinaffer defined) and which are required to be
made by or on behalf of the Community Redevelopment Agency of the City of Sanford,
Florida (the "Obligor") to First Union National Bank of Florida (the 'Trustee") as such
payments are due by the Obligor but shall not be so paid pursuant to Resolution No. 93-2,
adopted by the Obligor on September 27, 1994, as amended by Resolution No. 94-1
adopted by the Obligor on July 11, 1994 and Resolution No. 94-2 adopted by the Obligor
on July 25, 1994 (collectively the "Resolution") authorizing the issuance of $6,000,000
Community Redevelopmerit Revenue Bonds, Series 1994A (the "Obligations") of said
Obligor and providing the terms and conditions for the issuance of said Obligations;
provided that the amount available at any particular time to be paid to the Trustee under the
terms hereof shall not exceed the Surety Bond Coverage, defined herein as the lesser of
$612,000 or the Reserve Requirement for the Obligations, as that term is defined in the
Resolution (the "Reserve Requirement"). The Surety Bond Coverage shall be reduced and
may be reinstated from time to time as set forth herein.
1. As used herein, the term "Owner" shall mean the registered owner of any Obligation
as indicated in the books maintained by the applicable Trustee, the Obligor or any
designee of the Obligor for such purpose. The term "Owner" shall not include the Obligor
or any person or entity whose obligation or obligations by agreement constitute the
underlying security or source of payment of the Obligations.
2. Upon the later of: (i) one (1) day after receipt by the General Counsel of AMBAC of a
demand for payment in the form attached hereto as Attachment I (the "Demand for
Payment"), duly executed by the Trustee certifying that payment due as required by the
Resolution has not been made to the Trustee; or (ii) the payment date of the Obligations as
specified in the Demand for Payment presented by the Trustee to the General Counsel of
AMBAC, AMBAC will make a deposit of funds in an account with the Trustee or its
successor, in New York, New York, sufficient for the payment to the Trustee, of amounts
which are then due to the Trustee (as specified in the Demand for Payment) up to but not in
excess of the Surety Bond Coverage.
NO. 19(b)
3. Demand for Payment hereunder may be made by prepaid telecopy, telex, or
telegram of the executed Demand for Payment do the General Counsel of AMBAC. If a
Demand for Payment made hereunder does not, in any instance conform to the terms and
conditions of this Surety Bond, AMBAC shall 9ive notice to the Trustee, as promptly as
reasonably practicable that such Demand for Payment was not effected in accordance with
the terms and conditions of this Surety Bond and briefly state the reason(s) therefor. Upon
being notified that such Demand for Payment was not effected in accordance with this
Surety Bond, the Trustee may attempt to correct any such nonconforming Demand for
Payment if, and to the extent that, the Trustee is entitled and able to do so.
4. The amount payable by AMBAC under this Surety Bond pursuant to a Demand for
Payment shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be
reduced automatically to the extent of each payment made by AMBAC hereunder and will
be reinstated to the extent of each reimbursement of AMBAC or its assigns by the Obligor
pursuant to Article II of the Guaranty Agreement, dated as of the date of the Obligations, by
and between AMBAC and the Obligor (the "Guaranty Agreement"); provided, that in no
event shall such reinstatement exceed the Surety Bond Coverage. AMBAC will notify the
Trustee, in writing within five (5) days of such reimbursement, that the Surety Bond
Coverage has been reinstated to the extent of such reimbursement pursuant to the
Guaranty Agreement and such reinstatement shall be effective as of the date AMBAC gives
such notice. The notice to the Trustee will be substantially in the form attached hereto as
Attachment 2. The Surety Bond Coverage shall be automatically reduced to the extent that
the Reserve Requirement for the Obligations is lowered or reduced pursuant to the terms of
the Resolution.
5. Any service of process on AMBAC may be made to AMBAC or the offace of the
General Counsel of AMBAC and such service of process shall be valid and bindin9 as to
AMBAC. During the term of its appointment, General Counsel will act as agent for the
acceptance of service of process and its offices are located at One State Street Plaza, New
York New York 10004.
6. This Surety Bond is noncancelable for any reason. The term of this Surety Bond
shall expire on the earlier of (i) June 1,2011 (the maturity date of the Obligations) or (ii) the
date on which the Obligor, to the satisfaction of AMBAC, has made all payments required to
be made on the Obligations pursuant to the Resolution. The premium on this Surety Bond
is not refundable for any mason, including the payment prior to maturity of the Obligations.
7. This Surety Bond shall be governed by and interpreted under the laws of the State
of Wisconsin, and any suit hereunder seeking specific performance in connection with any
payment may be brought only by the Trustee within five years after (i) a Demand for
Payment, with respect to such payment, is made pursuant to the terms of this Surety Bond
and AMBAC has failed to make such payment or (ii) payment would otherwise have been
due hereunder but for the failure on the part of the Trustee to deliver to AMBAC a Demand
for Payment pursuant to the terms of this Surety Bond, whichever is earlier.
8. The insurance provided by the Surety Bond is not covered by the Florida Insurance
Guaranty Association.
IN WITNESS WHEREOF, AMBAC has caused this Surety Bond to be executed and
attested on its behalf this 9th day of August, 1994.
AMBAC Indemnity Corporation
Attest: By' "~J'~'~off~
Assistant Secretary Eil~en L. Kirch
Vice President and
Assistant General Counsel
By: '~/'~'~' '~:~"~~
Countersignature Agent
Attachment 1
Surety Bond No. SB._BE
DEMAND FOR PAYMENT
,19
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to the Surety Bond No. SB BE (the "Surety Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and not
otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
The Trustee hereby certifies that:
(a) Payment by the Obligor to the Trustee was due on __ [a date not less than
one (1) day prior to the applicable payment date for the Obligations] under the
, attached hereto as Exhibit A, in an amount equal to
$ (the "Amount Due"). The Amount Due is payable to the Owners of the
Obligations on
(b) $ has been deposited in the [fund/account] from moneys paid
by the Obligor or from other funds legally available to the Trustee for payment to the
Owners of the Obligations, which amount is $ less than the Amount Due (the
"Deficiency").
(c) The Trustee has not heretofore made demand under the Surety Bond for the
Amount Due or any portion thereof.
The Trustee hereby requests that payment of the Deficiency (up to but not in excess of the
Surety Bond Coverage) be made by AMBAC under the Surety Bond and directs that
payment under the Surety Bond be made to the following account by bank wire transfer of
federal or other immediately available funds in accordance with the terms of the Surety
Bond:
[Trustee's Account]
[TRUSTEE]
By:
Its:
Attachment 2
Surety Bond No. SB BE
NOTICE OF REINSTATEMENT
,19
[Trustee]
[Address]
Reference is made to the Surety Bond No. SB BE (the "Surety Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and not
otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
AMBAC hereby delivers notice that it or its assigns are in receipt of payment from
the Obligor pursuant to Article II of the Guaranty Agreement and as of the date hereof the
Surety Bond Coverage is $ , subject to a reduction as the Reserve Requirement
for the Obligations is lowered or reduced pursuant to the terms of the Resolution.
AMBAC INDEMNITY CORPORATION
Attest: By:
Title Title
GUARANTY AGREEMENT
GUARANTY AGREEMENT dated as of August 1, 1994 by and
between the Community Redevelopment Agency of the City of Sanford,
a public body corporate organized and existing under the laws of
the State of Florida (the issuer, as "Obligor"); and AMBAC
INDEMNITY CORPORATION ( "AMBAC" ) , a Wisconsin-domiciled stock
insurance company.
WITNESSETH:
WHEREAS, the Obligor has or will issue $6,000,000 in
aggregate principal amount of Community Redevelopment Revenue Bonds
Series 1994A (the "Obligations"), pursuant to the terms of the
Resolution; and
WHEREAS, AMBAC will issue its Surety Bond (the "Surety
Bond"), substantially in the form set forth in Annex A to this
Agreement, guaranteeing certain payments by the Obligor subject to
the terms and limitations of the Surety Bond; and
WHEREAS, to induce AMBAC to issue the Surety Bond, the
Obligor has agreed to pay the premium for such Surety Bond and to
reimburse AMBAC .for all payments made by AMBAC under the Surety
Bond from Pledged Revenues, all as more fully set forth in this
Agreement; and
WHEREAS, the Obligor understands that AMBAC expressly
requires the delivery of this Agreement as part of the
consideration for the execution by AMBAC of the Surety Bond.
NOW, THEREFORE, in consideration of the premises and of
the agreements herein contained and of the execution of the Surety
Bond, the Obligor and AMBAC agree as follows:
1
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. Except as otherwise
expressly provided herein or unless the context otherwise requires,
the terms which are capitalized herein shall have the meanings
specified in Annex B hereto.
Section 1.02. Surety Bond.
(a) AMBAC will issue the Surety Bond in accordance with
and subject to the terms and conditions of the Commitment.
(b) The maximum liability of AMBAC under the Surety Bond
and the coverage and term thereof shall be subject to and limited
by the Surety Bond Coverage and the terms and conditions of the
Surety Bond.
(c) Payments made under the Surety Bond will reduce the
Surety Bond Coverage to the extent of that payment, provided that
the Surety Bond Coverage shall be automatically reinstated to the
extent of the reimbursement of principal by the Obligor of any
payment made by AMBAC under the Surety Bond. AMBAC shall notify
the Trustee in writing no later than the fifth (5th) day following
the reimbursement by the Obligor that the Surety Bond has been
reinstated to the extent of such reimbursement.
Section 1.03. Premium. In consideration of AMBAC
agreeing to issue the Surety Bond hereunder, the Obligor hereby
agrees to pay or cause to be paid from Pledged Revenues the premium
set forth in the Commitment.
Section 1.04. Certain Other Expenses. The Obligor will
pay all reasonable fees and disbursements of AMBAC's counsel
related to any modification of this.Agreement or the Surety Bond
requested by the Obligor.
2
ARTICLE II
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFOR
Section 2.01. Reimbursement for Payments Under the
Surety Bond and Expenses.
(a) The Obligor will reimburse AMBAC, from Pledged
Revenues within the Reimbursement Period, without demand or notice
by AMBAC to the Obligor or any other person, to the extent of each
Surety Bond Payment with interest on each Surety Bond Payment from
and including the date made to the date of the reimbursement by the
Obligor at the Effective Interest Rate. The Obligor agrees that it
shall make monthly level principal repayments for each Surety Bond
Payment during the Reimbursement Period. Interest on each Surety
Bond Payment shall be paid monthly during the Reimbursement Period.
To the extent that interest payments due hereunder are not paid on
a monthly basis, or are not paid as each principal repayment is
made, interest shall accrue on such unpaid amounts at a rate equal
to the Effective Interest Rate.
(b) The Obligor also agrees to reimburse AMBAC, from
Pledged Revenues, immediately and unconditionally upon demand for
all reasonable expenses incurred by AMBAC in connection with the
Surety Bond and the enforcement by AMBAC of the Obligor's
obligations under this Agreement together with interest on all such
expenses from and including the date which is 30 days from the date
a statement for such expenses is received by the Obligor incurred
to the date of payment at the rate set forth in subsection (a) of
this Section 2.01.
Section 2.02. Allocation of Payments. AMBAC and the
Obligor hereby agree that each repayment of principal received by
AMBAC from or on behalf of the Obligor as a reimbursement to AMBAC
as required by Section 2.01(a) hereof shall be applied to reinstate
all or a portion of the Surety Bond Coverage to the extent of such
repayment. Any interest payable pursuant to Section 2.01(a) hereof
shall not be applied to the reinstatement of any portion of the
Surety Bond Coverage.
Section 2.03. Security for Payments; Instruments of
Further Assurance. To the extent, but only to the extent, that the
Resolution, pledges to the Owners or any paying agent therefor, or
grants a security interest or lien in or on any collateral
property, revenue or other payments ("Collateral and Revenues") in
order to secure the Obligations or provide a source of payment for
the Obligations, the Obligor hereby grants to AMBAC a security
interest in or lien on, as the case may be, and pledges to AMBAC
all such Collateral and Revenues as security for payment of all
amounts due hereunder, which security interest, lien and/or pledge
3
created or granted under this Section 2.03 shall be subordinate
only to the interests of the Owners and any paying agent therefor
in such Collateral and Revenues. The Obligor agrees that it will,
from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing
statements, if applicable, and all other further instruments as may
be required by law or as shall reasonably be requested by AMBAC for
the perfection of the security interest, if any, granted under this
Section 2.03 and for the preservation and protection of all rights
of AMBAC under this Section 2.03. The obligations of the Obligor
hereunder do not constitute a general indebtedness of the City of
Sanford or the Obligor within the meaning of any constitutional or
statutory provisions or limitations and it is expressly agreed that
AMBAC shall never have the right to require or compel the exercise
of the ad valorem taxing power of the City of Sanford, the Obligor,
Seminole County, the State of Florida or any political subdivision
thereof for the payment of any amounts due hereunder.
Section 2.04. Unconditional Obligation. The obligations
of the Obligor hereunder are absolute and unconditional and will be
paid or performed strictly in accordance with this Agreement,
irrespective of:
(a) any lack of validity or enforceability of, or any
amendment or other modification of, or waiver with respect to the
Resolution or the Obligations;
(b) any exchange, release or nonperfection of any
security interest in property securing the Obligations or this
Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute
a defense available to, or discharge of, the Obligor with respect
to the Obligations;
(d) whether or not such Obligations are contingent or
matured, disputed or undisputed, liquidated or unliquidated.
ARTICLE III
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events of Default. The following events
shall constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to AMBAC any amount
payable under Sections 1.04 and 2.01 hereof and such failure shall
have continued for a period in excess of the Reimbursement Period;
4
(b) Any material representation or warranty made by the
Obligor hereunder or under the Resolution or any statement in the
application for the Surety Bond or any report, certificate,
financial statement or other instrument provided in connection with
the Commitment, the Surety Bond or herewith shall have been
materially false at the time when made;
(c) Except as otherwise provided in this Section 3.01,
the Obligor shall fail to perform any of its other obligations
hereunder, provided that such failure continues for more than
thirty (30) days after receipt by the Obligor of notice of such
failure to perform;
(d) The Obligor shall (i) voluntarily commence any
proceeding or file any petition seeking relief under the United
States Bankruptcy Code or any other Federal, state or foreign
bankruptcy, insolvency or similar law, (ii) consent to the
institution of, or fail to controvert in a timely and appropriate
manner, any such proceeding or the filing of any such petition,
(iii) apply for or consent to the appointment of a receiver, paying
agent, custodian, sequestrator or similar official for the Obligor
or for a substantial part of its property, (iv) file an answer
admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing its
inability or fail generally to pay its debts as they become due or
(vii) take action for the purpose of effecting any of the
foregoing; or
(e) An involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Obligor, or of a
substantial part of its property, under the United States
Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law or (ii) the appointment of a receiver,
paying agent, custodian, sequestrator or similar official for the
Obligor or for a substantial part of its property; and such
proceeding or petition shall continue undismissed for sixty (60)
days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for thirty (30)
days.
Section 3.02. Remedies. If an Event of Default shall
occur and be continuing, then AMBAC may take whatever action at law
or in equity may appear necessary or desirable to collect the
amounts then due and thereafter to become due under this Agreement
or any related instrument and any obligation, agreement or covenant
of the Obligor under this Agreement; provided, however, that AMBAC
may not take any action to direct or require acceleration or other
early redemption of the Obligations or adversely affect the rights
of the Owners. All rights and remedies of AMBAC under this Section
3.02 are cumulative and the exercise of any one remedy does not
5
preclude the exercise of one or more of the other available
remedies.
ARTICLE IV
SETTLEMENT
AMBAC shall have the exclusive right to decide and
determine whether any claim, liability, suit or judgment made or
brought against AMBAC, the Obligor or any other party on the Surety
Bond shall or shall not be paid, tompromised, resisted, defended,
tried or appealed, and AMBAC's decision thereon, if made in good
faith, shall be final and binding upon the Obligor. An itemized
statement of payments made by AMBAC, certified by an officer of
AMBAC, or the voucher or vouchers for such payments, shall be prima
facie evidence of the liability of the Obligor, and if the Obligor
fails to reimburse AMBAC, pursuant to subsection (b) of Section
2.01 hereof, upon the receipt of such statement of payments,
interest shall be computed on such amount from the date of any
payment made by AMBAC at the rate set forth in subsection (a) of
Section 2.01 hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All computations of
premium, interest and fees hereunder shall be made on the basis of
the actual number of days elapsed over a year of 360 days.
Section 5.02. Exercise of Rights. (a) No failure or
delay on the part of AMBAC to exercise any right, power or
privilege under this Agreement and no course of dealing between
AMBAC and the Obligor or any other party shall operate as a waiver
of any such right, power or privilege, nor shall any single or
partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights
or remedies which AMBAC would otherwise have pursuant to law or
equity. No notice to or demand on any party in any case shall
entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right
of the other party to any other or further action in any
6
circumstances without notice or demand.
(b) The Obligor hereby acknowledges that all of AMBAC's rights
and remedies hereunder may be assigned by AMBAC
Section 5.03. Amendment and Waiver. Any provision of
this Agreement may be amended, waived, supplemented, discharged or
terminated only with the prior written consent of the Obligor and
AMBAC. The Obligor hereby agrees that upon the written request of
the Trustee, AMBAC may make or consent to issue any substitute for
the Surety Bond to cure any ambiguity or formal defect or omission
in the Surety Bond which does not materially change the terms of
the Surety Bond nor adversely affect the rights of the Owners, and
this Agreement shall apply to such substituted Surety Bond. AMBAC
agrees to deliver to the Obligor and to the company or companies,
if any, rating the Obligations, a copy of such substituted Surety
Bond.
Section 5.04. Successors and Assigns; Descriptive
Headings.
(a) This Agreement shall bind, and the benefits thereof
shall inure to, the Obligor and AMBAC and their respective
successors and assigns, so long as the conditions in the Resolution
are satisfied; provided that the Obligor may not transfer or assign
any or all of its rights and obligations hereunder without the
prior written consent of AMBAC.
(b) The descriptive headings of the various provisions
of this Agreement are inserted for convenience of reference only
and shall not be deemed to affect the meaning or construction of
any of the provisions hereof.
Section 5.05. Other Sureties. If AMBAC shall procure
any other surety to reinsure the Surety Bond, this Agreement shall
inure to the benefit of such other surety, its successors and
assigns, so as to give to it a direct right of action against the
Obligor to enforce this Agreement, and "AMBAC," wherever used
herein, shall be deemed to include such reinsuring surety, as its
respective interests may appear.
Section 5.06. Signature on Bond. The Obligor's
liability shall not be affected by its failure to sign the Surety
Bond nor by any claim that other indemnity or security was to have
been obtained nor by the release of any indemnity, nor the return
or exchange of any collateral that may have been obtained.
Section 5.07. Waiver. The Obligor waives any defense
that this Agreement was executed subsequent to the date of the
Surety Bond, admitting and covenanting that such Surety Bond was
executed pursuant to the Obligor's request and in reliance on the
Obligor's promise to execute this Agreement.
7
Section 5.08. Notices, Requests, Demands. Except as
otherwise expressly provided herein, all written notices, requests,
demands or other communications to or upon the respective parties
hereto shall be deemed to have been given or made when actually
received, or in the case of telex or telecopier notice sent over a
telex or a telecopier machine owned or operated by a party hereto,
when sent, addressed as specified below or at such other address as
either of the parties hereto or the Trustee may hereafter specify
in writing to the others:
If to the Obligor: Community Redevelopment Agency of
the City of Sanford, Florida
P.O. Box 1788
Sanford, Florida 32771-1788
If to the Trustee: First Union National Bank of Florida
214 Hogan Street, 2nd Floor
Jacksonville, Florida 32202
If to AMBAC: AMBAC Indemnity Corporation
One State Street Plaza
17th Floor
New York, New York 10004
Telephone: (212) 668-0340
Attention: General Counsel
Section 5.09. Survival of Representations and
Warranties. All representations, warranties and obligations
contained herein shall survive the execution and delivery of this
Agreement and the Surety Bond.
Section 5.10. Governing Law. This Agreement and the
rights and obligations of the parties under this Agreement shall be
governed by and construed and interpreted in accordance with the
laws of the State.
Section 5.11. Counterparts. This Agreement may be
executed in any number of copies and by the different parties
hereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument. Complete counterparts of this
Agreement shall be lodged with the Obligor and AMBAC.
Section 5.12. Severability. In the event any provision
of this Agreement shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
8
IN WITNESS WHEREOF, each of the parties hereto has caused
a counterpart of this Agreement to be duly executed and delivered
as of the date first above written.
(Seal)
Attest: By
Clerk Chairman
AMBAC INDEMNITY CORPORATION
ANNEX A
SURETY BOND
10
EXHIBIT I
SURETY BOND
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Policy No. SB0264BE
AMBAC Indemnity Corporation ("AMBAC"), in consideration of the payment of and subject
to the terms of this Surety Bond, hereby unconditionally and irrevocably the premium
guarantees the full and complete payments which are to be applied to payment of principal
of and interest on the Obligations (as hereinafter defined) and which are required to be
made by or on behalf of the Community Redevelopment Agency of the City of Sanford,
Florida (the "Obligor`') to First Union National Bank of Florida (the 'Trustee") as such
payments are due by the Obligor but shall not be so paid pursuant to Resolution No. 93-2,
adopted by the Obligor on September 27, 1994, as amended by Resolution No. 94-1
adopted by the Obligor on July 11, 1994 and Resolution No. 94-2 adopted by the Obligor
on July 25, 1994 (collectively the "Resolution") authorizing the issuance of $6,000,000
Community Redevelopment Revenue Bonds, Series 1994A (the "Obligations") of said
Obligor and providing the terms and conditions for the issuance of said Obligations;
provided that the amount available at any particular time to be paid to the Trustee under the
terms hereof shall not exceed the Surety Bond Coverage, defined herein as the lesser of
$612,000 or the Reserve Requirement for the Obligations, as that term is defined in the
Resolution (the "Reserve Requirement"). The Surety Bond Coverage shall be reduced and
may be reinstated from time to time as set forth herein.
1. As used herein, the term "Owner'' shall mean the registered owner of any Obligation
as indicated in the books maintained by the applicable Trustee, the Obligor or any
designee of the Obligor for such purpose. The term "Owner'' shall not include the Obligor
or any person or entity. whose obligation or obligations by agreement constitute the
underlying security or source of payment of the Obligations.
2. Upon the later of: (i) one (1) day after receipt by the General Counsel of AMBAC of a
demand for payment in the form attached hereto as Attachment I (the "Demand for
Payment"), duly executed by the Trustee certifying that payment due as required by the
Resolution has not been made to the Trustee; or (ii) the payment date of the Obligations as
specified in the Demand for Payment presented by the Trustee to the General Counsel of
AMBAC, AMBAC will make a deposit of funds in an account with the Trustee or its
successor, in New York, New York, sufficient for the payment to the Trustee, of amounts
which are then due to the Trustee (as specified in the Demand for Payment) up to but not in
excess of the Surety Bond Coverage.
3. Demand for Payment hereunder may be made by prepaid telecopy, telex, or
telegram of the executed Demand for Payment c/o the General Counsel of AMBAC. If a
Demand for Payment made hereunder does not, in any instance conform to the terms and
conditions of this Surety Bond, AMBAC shall give notice to the Trustee, as promptly as
reasonably practicable that such Demand for Payment was not effected in accordance with
the terms and conditions of this Surety Bond and briefly state the reason(s) therefor. Upon
being notified that such Demand for Payment was not effected in accordance with this
Surety Bond, the Trustee may attempt to correct any such nonconforming Demand for
Payment if, and to the extent that, the Trustee is entitled and able to do so.
4. The amount payable by AMBAC under this Surety Bond pursuant to a Demand for
I~ayment shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be
reduced automatically to the extent of each payment made by AMBAC hereunder and will
be reinstated to the extent of each reimbursement of AMBAC or its assigns by the Obligor
pursuant to Article II of the Guaranty Agreement, dated as of the date of the Obligations, by
and between AMBAC and the Obligor (the "Guaranty Agreement"); provided, that in no
event shall such reinstatement exceed the Surety Bond Coverage. AMBAC will notify the
Trustee, in writing within five (5) days of such reimbursement, that the Surety Bond
Coverage has been reinstated to the extent of such reimbursement pursuant to the
Guaranty Agreement and such reinstatement shall be effective as of the date AMBAC gives
such notice. The notice to the Trustee will be substantially in the form attached hereto as
Attachment 2. The Surety Bond Coverage shall be automatically reduced to the extent that
the Reserve Requirement for the Obligations is lowered or reduced pursuant to the terms of
the Resolution.
5. Any service of process on AMBAC may be made to AMBAC or the office of the
General Counsel of AMBAC and such service of process shall be valid and binding as to
AMBAC. During the term of its appointment, General Counsel will act as agent for the
acceptance of service of process and its offices are located at One State Street Plaza, New
York, New York 10004.
6. This Surety Bond is noncancelable for any reason. The term of this Surety Bond
shall expire on the earlier of (i) June 1,2011 (the maturity date of the Obligations) or (ii) the
date on which the Obligor, to the satisfaction of AMBAC, has made all payments required to
be made on the Obligations pursuant to the Resolution. The premium on this Surety Bond
is not refundable for any reason, including the payment prior to maturity of the Obligations.
7. This Surety Bond shall be governed by and interpreted under the laws of the State
of Wisconsin, and any suit hereunder seeking specific performance in connection with any
payment may be brought only by the Trustee within five years after (i) a Demand for
Payment, with respect to such payment, is made pursuant to the terms of this Surety Bond
and AMBAC has failed to make such payment or (ii) payment would otherwise have been
Attachment 1
Surety Bond No. SB. BE
DEMAND FOR PAYMENT
,19
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to the Surety Bond No. SB BE (the "Surety Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and not
otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
The Trustee hereby certifies that:
(a) Payment by the Obligor to the Trustee was due on __ [a date not less than
one (1) day prior to the applicable payment date for the Obligations] under the
attached hereto as Exhibit A, in an amount equal to
$ (the "Amount Due"). The Amount Due is payable to the Owners of the
Obligations on
(b) $. has been deposited in the [fund/account] from moneys paid
by the Obligor or from other funds legally available to the Trustee for payment to the
Owners of the Obligations, which amount is $. less than the Amount Due (the
"Deficiency').
(c) The Trustee has not heretofore made demand under the Surety Bond for the
Amount Due or any portion thereof.
The Trustee hereby requests that payment of the Deficiency (up to but not in excess of the
Surety Bond Coverage) be made by AMBAC under the Surety Bond and directs that
payment under the Surety Bond be made to the following account by bank wire transfer of
federal or other immediately available funds in accordance with the terms of the Surety
Bond:
[Trustee's Account]
[TRUSTEE]
By:
Its:
Attachment 2
Surety Bond No. SB BE
NOTICE OF REINSTATEMENT
,19
[Trustee]
[Address]
Reference is made to the Surety Bond No. SB BE (the "Surety Bond") issued by
AMBAC Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and not
otherwise defined have the meanings specified in the Surety Bond unless the context
otherwise requires.
AMBAC hereby delivers notice that it or its assigns are in receipt of payment from
the Obligor pursuant to Article II of the Guaranty Agreement and as of the date hereof the
Surety Bond Coverage is $ , subject to a reduction as the Reserve Requirement
for the Obligations is lowered or reduced pursuant to the terms of the Resolution.
AMBAC INDEMNITY CORPORATION
Attest: By:
Title Title
ANNEX B
DEFINITIONS
For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires,
all capitalized terms shall have the meaning as set out below.
"Agreement" means this Guaranty Agreement.
"AMBAC" has the same meaning as set forth in the first
paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth
in Section 2.03 hereof.
"Commitment" means the AMBAC Commitment for Surety Bond in
the form attached hereto as Annex C.
"Debt Service Payments" means those payments required to be
made by the Obligor which will be applied to payment of principal
of and interest on the Obligations.
"Effective Interest Rate" means the lesser of the
Reimbursement Rate or the maximum rate of interest permitted by
then applicable law; provided, however, that the Effective Interest
Rate shall in no event be less than the interest rate on the
Obligations.
"Event of Default" shall mean those events of default set
forth in Section 3.01 of this Agreement.
"Obligations" has the same meaning as set forth in the second
paragraph of this Agreement.
"Obligor" has the same meaning as set forth in the first
paragraph of this Agreement.
"Owners" means the registered owner of any Obligation as
indicated in the books maintained by the applicable paying agent,
the Obligor or any designee of the Obligor for such purpose. The
term "Owner" shall not include the Obligor or any person or entity
whose obligation or obligations by agreement constitute the
underlying security or source of payment for the Obligations.
"Pledged Revenues" shall have the meaning assigned to such
term in the Resolution.
"Reimbursement Period" means, with respect to a particular
Surety Bond Payment, the period commencing on the date of such
Surety Bond Payment and ending 12 months following such Surety Bond
Payment.
11
"Reimbursement Rate" means Citibank's prime rate plus two (2)
percent per annum, as of the date of such Surety Bond Payment, said
"prime rate" being the rate of interest announced from time to time
by Citibank, New York, New York, as its prime rate. The rate of
interest shall be calculated on the basis of a 360-day year.
"Resolution" means collectively, Resolution No. 93-2, adopted
by the Obligor on September 27, 19994, as amended by Resolution No.
94-1 adopted by the Obligor on July 11, 1994 and Resolution No. 94-
2 adopted by the Obligor on July 25, 1994.
"State" means the State of Wisconsin.
"Surety Bond" means' the surety bond issued by AMBAC
substantially in the form attached to this Agreement as Annex A.
"Surety Bond Coverage" means the amount available at any
particular time to be paid to the Trustee under the terms of the
Surety Bond, which amount shall never exceed $612,000.00
"Surety Bond Payment" means an amount equal to the Debt
Service Payment less (i) that portion of the Debt Service Payment
paid by the Obligor, and (ii) other funds legally available to the
Trustee for payment to the Owners, all as certified by the Trustee
in a demand for payment rendered pursuant to the terms of the
Surety Bond.
"Trustee" means First Union National Bank of Florida, or
successor.
12
ANNEX C
COMMITMENT
13
A~MBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340 Fax: (212) 509-9190
AMBAC INDEMNITY CORPORATION -- COMMITMENT FOR SURETY BOND
Issuer: Commitment Number:
COMMUNITY REDEVELOPMENT AGENCY OF THE 8B10735
CITY OF SAi~FORD, FLORIDA
Date of Commitment:
July 15, 1994
Expiration Date:
October 13, 1994
Base Rating
Agency Fee: $1,500.00
Bonds:
$612,000 Public Improvement Revenue Premium: $50,000.00.
Bonds, Series 1994A, dated July 1,
1994, maturing June 1, 2011.
AMBAC Indemnity Corporation ("AMBAC" or "AMBAC Indemnity"), A
Wisconsin Stock Insurance Company, hereby commits to issue a Surety
Bond (the "Commitment") relating to the Debt Service Reserve Fund
for the above-described debt obligations (the "Bonds"),
substantially in the form attached hereto, subject to the terms and
conditions contained herein or added hereto (see conditions set
forth herein).
To extend this Commitment after the expiration date set forth
above, an oral (subsequently confirmed in writing) or written
request for renewal must be submitted to AMBAC at least one
business day prior to such expiration date. AMBAC reserves the
right to refuse to grant a renewal or may renew this Commitment
subject to additional terms and conditions.
The Surety Bond (the "Surety") shall be issued if the following
conditions are satisfied:
1. AMBAC shall receive an opinion of counsel or a
certificate of an officer of the Issuer or ultimate
obligor stating that the information supplied to AMBAC in
order to obtain the Surety does not contain any untrue or
misleading statement of a material fact and do not fail
to state a material fact required to be stated therein or
necessary in order to make the information contained
therein not misleading.
2. There shall be no material change in or affecting the
Issuer or ultimate obligor the financing documents or any
legal opinions to be executed and delivered in connection
with the issuance of the Surety Bond, or any other
information submitted to AMBAC in order to obtain the
Surety, from the descriptions thereof provided to AMBAC
at any time prior to the issuance of the Surety Bond and
there shall not have occurred or come to the attention of
the issuer or purchaser any material change of fact or
law adverse to the interests of AMBAC, unless approved by
AMBAC in writing.
4. The Bonds shall contain no reference to AMBAC or the
Surety except in the bond legend to be provided by AMBAC
or otherwise as may be approved by AMBAC.
5. Unless expressly waived in whole or in part by AMBAC, the
financing documents shall contain a) the terms and
provisions provided in the AMBAC STANDARD PACKAGE
transmitted herewith, and ~) any provisions or comments
given orally by AMBAC.
6. No later than five (5) business days prior to closing,
AMBAC shall be provided with:
(a) proposed gopiesof all financing documents,
(b)'the proposed official statement (or any similar
disclosure document) and
4
(c) the proposed various legal opinions delivered in
connection with the issuance and sale of the Bonds,
including, without limitation, the unqualified
approving opinion of bond counsel rendered by a law
firm acceptable to AMBAC. The form of bond
counsel's approving opinion must be acceptable to
AMBAC. The form of bond counsel's approving opinion
shall indicate that the Issuer must comply with
certain covenants under and pursuant to the
Internal Revenue Code of 1986, as amended and that
the Issuer has the legal power to comply with such
covenants. AMBAC shall also be provided with
executed copies of all financing documents,
including but not limited to a Guaranty Agreement in
form. and content acceptable to AMBAC, the Official
Statement (or any similar disclosure document) and
the various legal opinions rendered. The executed
opinionofbond counsel shall be addressed tO AMBAC
or in lieu thereof, a letter Shall be provided to
AMBAC to the effect that AMBAC may rely on such
opinion as if it were addressed to AMBAC and such
letter shall be delivered with an executed opinion.
(d) any provisions of the Purchase Contract or Bond
Purchase Agreement referencing AMBAC or the issuer
of the Surety in general. If such provisions are
not received in a timely manner or if provisions are
inserted in the Purchase Contract or Bond Purchase
Agreement without AMBAC Indemnity's knowledge,
compliance with such provisions may not be possible.
(e) a letter from bond counsel or counsel to the
purchaser or otherwise from another counsel
acceptable to AMBAC to the effect that the financing
documents, the Official Statement (or any similar
disclosure document) and the various legal opinions
executed and delivered in connection with the
issuance and sale of the Bonds, are substantially in
the forms-previously submitted to AMBAC for review,
with only such amendments, modifications or
deletions as may be approved by AMBAC.
(f) a copy of any insurance policy, surety bond,
guaranty or indemnification or any other policy,
contract or agreement which provides for payment of
all or any portion of the debt, the costs of
reconstruction, the loss of business income or in
any way secures, ensures or enhances the income
stream anticipated to pay the Bonds.
5
(g) A certified or cashier's check for or evidence of
wire transfer of an amount equal to the payment for
the Surety at the time of the issuance and delivery
of the Bonds. Wire transfer shall be used for any
payment for the Surety in an amount greater than
$100,000.
(h) the final debt service schedule.
7. AMBAC Indemnity must receive at least (5) business days
prior to closing an opinion addressed to AMBACbycounsel
acceptable to AMBAC that the Guaranty Agreement is a
legal, valid and binding obligations of the Obligor
thereof, enforceable in accordance their terms.
6
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340 Fax: (212) 509-9190
i
August 9, 1994
Community Redevelopment Agency B~ant, Miller and Olive, P.A.
of the City ofSanford, Hodda 201 South Monroe Street
300 North Park Avenue Tallahassee, FL 32301
Sanford, FL 32771
J.P. Morgan Securities Inc.
227 West Monroe Street
Chicago, IL 60606
Ladies and Gen~emen:
This opinion has been requested of the undersigned, a Vice President and an Assistant General Counsel
of AMBAC Indemnity Corporation, a Wisconsin stock insurance company CAMBAG Indemnity"), in
connection with the issuance by AMBAC Indemnity of a certain Municipal Bond Insurance Policy and
endorsement thereto (the "Policy"), and a Surety Bond (the "Surety"), each effective as of the date
hereof. The Policy insures $6,000,000 in aggregate principal amount of the Community
Redevelopment Aq;ency of the City of Sanford, Florida (the "Issuer"), Community Redevelopment
Revenue Bonds, Series 1994A dated August I, 1994 (the "Bonds"), and the Surety Bond guarantees
payment of an amotmt not to exceed $ 612,000.00.
In connection with my opinion herein, I have examined the Policy and Surety, such statutes, dogants
and proceedings as I have considered necessaxy or appropriate in the circumstances to render the
following opinion, including without limiting the generality of the foregoing, certain statements
contained in the Official Statement of the Issuer dated July 25, 1994, relating to the Bonds (the
"Official Statement") under the headings "MUNICIPAL BOND INSURANCE" and "APPENDIX C -
SPECIMEN INSURANCE POLICY'.
Based upon the foregoing and having regard to legal considerations I deem relevant, I am of the
opinion that:
1. AMBAC Indemnity is a stock insurance company duly organized and validly existing under the
laws of the State of Wisconsin and duly qualified to conduct an insurance business in the State
of Florida.
NO. 19(d)
2. AMBAC Indemnity has full corporate power and authority to execute and deliver the Policy
and the Surety and the Policy and the Surety have been duly authorized, executed and
delivered by AMBAC Indemnity and constitute legal, valid and binding obligations of AMBAC
Indemnity enforceable in accordance with their terms except to the extent that the
enforceability (but not the validity) of such obligations may be limited by any applicable
bankruptcy, insolvency, liquidation, rehabilitation or other similar law or enactment now or
hereafter enacted affecting the enforcement of creditors' rights.
3. The execution and delivery by AMBAC Indemnity of the Policy and the Surety will not, and
the consummation of the transactions contemplated thereby and the satisfaction of the terms
thereof will not, conflict with or result in a breach of any of the terms, conditions or provisions
of the Certificate of Incorporation or By-Laws of AMBAC Indemnity, or any restriction
contained in any contract, agreement or instrument to which AMBAC Indemnity is a party or
by which it is bound or constitute a default under any of the foregoing.
4. Proceedings legally required for the issuance of the Policy and the Surety have been taken by
AMBAC Indemnity and licenses, orders, consents or other authorizations or approvals of any
governmental boards or bodies legally required for the enforceability of the Policy and the
Sure~y have been obtained; any proceedings not taken and any licenses, authorizations or
approvals not obtained are not material to the enforceability of the Policy or the Surety.
5. The statements contained in the Official Statement under the heading "MUNICIPAL BOND
INSURANCE" and insofar as such statements constitute summaries of the matters referred to
therein, accurately reflect and fairly present the information purported to be shown and, insofar
as such statements describe AMBAC Indemnity, fairly and accurately describe AMBAC
Ind~mrfity.
6. The form of Policy contained in the Official Statement under the heading "APPENDIX C -
SPECIMEN INSURED POLICY" is a tree and complete copy of the form of Policy except
for the exclusion of the endorsement.
Very truly yours,
cD~orlo~ ~
Vice President and
Assistant General Counsel
l:~cefcopsXfiS09kam.doc
:gpz
INSURER'S CERTIFICATE AS TO OFFICIAL STATEMENT
The undersigned officer of AMBAC Indemnity Corporation (the
"Bond Insurer"), as insurer of $6,000,000 Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994A, HEREBY CERTIFIES that the information
regarding the Bond Insurer in the Official Statement is true and
accurate as of its date and as of the date of this Certificate, and
that insofar as the information supplied by the Bond Insurer is
concerned, the Official Statement is complete as of its date and
the date of this Certificate.
AMBAC INDEMNITY CORPORATION
Dated: August 9, 1994
NO. 19~f)
AUG-04-1994 09:55 S&P BOND INSURANCE ADMIN.~O 212 208 8282 P.002/002
Standard & Poor's Corporation
Bond Insurance Administration
25 Broadway
New York, New York 10004-t064
Telephone 212/208-1740
FAX 212/208-8262
August 3, 1994
Ms. Janine Feudi
Vice President
Client Information Services
AMBAC Indemnity Corporation
One State Street Plaza - 17th Floor
New York, New York 10004
Re: $6,000,000 Community Redevelopment Agency of The City of Sanford, Florida,
Community Redevelopment Revenue Bonds, Series 1994A, dated: August 1, 1994,
$1,895,000 Serial Bonds due: June 1, 1999-2005; $105,000 Term Bonds due: June
1, 1998; $4,000,000 Term Bonds due: June 1, 2011, (POLICY 1/10358BB/10732)
Dear Ms. Feudi:
Pursuant to your request for a Standard & Poor's rating on the subject obligations, we have
reviewed the information submitted and have assigned a rating of 'AAA'.
This reflects our assessment of the likelihood of repayment of principal and interest based on
the bond insurance policy your company is providing.
Rating adjustments may result from changes in the financial position of your company or
from alterations in documents governing the issue. With respect to the latter, please notify
us of any changes or amendments over the term of the issue.
When using this Standard & Poor's rating, include S&P's definition of the rating together
with a statement that this may be changed, suspended or withdrawn as a result of changes in,
or unavailability of, information. 'This rating is not a "market rating", because it is not a
recommendation to buy, hold or sell the obligations.
Please remember that complete documentation relating to this issue must be submittal no
later than 90 days after the date of this letter. If you have any questions, please contact us.
Ve.~y truly yours,
ar
No. 20 ~
TOTAl P. 002
6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting
this sworn statement. [Indicate which statement applies.]
x Neither the entity submitting this sworn statement, nor any of its officers, directors, e~ecutives, partners,
shareholders, employees, members, or agents who axe active in the management of the entity, nor any affiliate of the
entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
__ The entity submitting this sworn statement, or one or more of its officers, directors, e~ecufives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an afrOate of the
entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
__ The entity submitting this sworn statement, or one or more of its officers, directors, e~ecutives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the
entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. Hov, ever, there has
been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings
and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the
entity submitting this sworn statement on the convicted vendor list. [attach a colrd of the rmal onlerl
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE
PUBLIC ENTIT'/IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTII'It ONLY AND,
THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED.
1 ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC EN'III'I' PRIOR TO ENTI~RING INTO
A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA
STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
Sworn tO and subscribed before me this ~ ~ day of
OR Produced identification Notary Public - State of Florida
My commission e .~.~.~. ~'J'tRlel~ ~ ~ ~ ' ]
(Type of identification) ~ ~m~m~h~
(Printed typed or stamped
commk~ioned n~me of notary public)
Form PUR 7068 (Rev. 06111/92)
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to Community Redevelopment A~ency of the Citv of Sanford
[print name of the public entity]
by Melba R. Polk, Assistant Vice President
[print tadividual's name and rifle]
for First Union National Bank of Florida
[print name of entity submitting sworn statement]
whose business address is
214 Hogan Street, 2rid Floor
Jacksonville, Florida 32202
and (if applicable) its Federal Employer Identification Number (FEIN) is 59-2216636
(If the entity has no FEIN, include the Social Security Number of the individual signing this
sworn statement: .)
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation
of any state or federal law by a person with respect to and directly related to the transaction of business with any
public entity or with an agency or political subdivision of any other state or of the United States, including but not
limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political
subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion,
racketeering, conspiracy, or material representation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)Co), Florida Statutes, means a finding
of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial
court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury
verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affdiate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
L A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has been
convicted of a public entity crime. The term "affiliate" includes those officers, directors, e~ecutives, partners,
shareholders, employees, members, and agents who are active in the management of an alfdiate. The ownership by
one person of shares constituting a controlling interest in another person, or a pooling of equipment or income
among persons when not for fair market value under an arm's length agreement, shall be a prima fade case that one
person controls another person. A person who knowingly enters into a joint venture with a person who has been
convicted of a public entity cringe in Florida during the preceding 36 months shall be considered an affdiate.
5. I understand that a "perserf' as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or
entity organiyed under the laws of any state or of the United States with the legal power to enter into a binding
contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management
of an entity.
No. 21 (b)
6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting
this sworn statement. [Indicat~ which statement applies.]
x Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, mearbers, or agents who are active in the management of the entity, nor any affiliate of the
entity has been cha_~ged with and convicted of a public entity crime subsequent to July 1, 1989.
__ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an aff~ate of the
entity has been chalged with and convicted of a public entity crime subsequent to July 1, 1989.
__ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the
entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has
been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings
and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the
entity submitting this sworn statement on the convicted vendor list. [attach a copy of the f'mul order]
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE
PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND,
THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED.
I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO
A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA
STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
[signature]
OR Produced identification Notary Public- State of I'C~7~ ~
Form PUR 7068 (Rev. 06111192)
,JR8038-G Information Return for Tax-Exempt Governmental Obligations
~, Under internal Revenue Code ~ec*,ion 149(e) , aM8 ~o,
I~: ~t I RepoSing Authori~ ff Amended Return,
Co~unicy Redevelopmend Agency of the City of Sanford, Flat .d ~Applied for
300 Norzh Park Avenue G~994 -
Sanford, Florida 32772-~788 8/9/94
7 Name of $ssue Co~uni~ j 8 CUSIP NunOar
~ y RadevelopmenC Agency of =he City of Sanford,
Florida, Co~unicv RedeveloomenC Revenue Bond~, Series Iq~a 800463 AT8
[~, ~ TyDe of ~ssue (check a~oHca~[e box(as) ~d en~e~ ~e ]ssue C~}ce)
9 Q ~ducaUom (a~ach scne~u[~see ~n~t~c~oms) ...............
~ ~ ~ TramsOblation ..........................
~ 2 ~ ~uOHc safe~y ............................
~3 ~ ~nv~ronmem~ (~nc[u~ng sewage 0c~Cs) ...................
-- . ~ .............................
1S ~ Om~r Oesc~Oe (se= Inst~ct~ons)~p,,hl{c ~n~rr,~rr,r~ {mnrnv=~n~ J
~ 7 ~f cbiig~cions are t~ o/other revenue anticipation bands. check box ~ ~
~]HJ OescripUan of ObEig~tions
19 F~na[ maturity. j 6 / l / l i J 6.00 % } 911,950. 920,000
{'~F,~k~/ Uses of O~i~)na{ Pcoceeds of Bond Issue finc[ud)nc unde~K~te~' discount)
21 P~ocie~s usa~ fo~ acl~ue~ in~s~es~ ..................... ~1 ] 7,708. I I
-~ Issue p~ ca o~ ant{re Essue {eme~ amou~ f~Gm (~ne 20. cofumn {c ) ........... 2 ~, 965,000.00
23 Proceeds used of Oon~ ssuanCe cos~s Gac~u~ing undep~dtefs' ~]scsunt) . 3 } 353, t .9. ~5
2~ Proceeds use~ fo~ credO( ennancament .......... 2~ ) [i2, ~77.79
25 P~oceeCs a[[Qcst~ to ~eascnab y requir~ ~esep/e o~ ~ep[acemen~ fund . . 2S ) -0-
26 Proceeds used to ~efund prfo~ ~ssues ............ 2~ ) -D- 2~. ~. ,, .
'27 roca~ (add ~nes 23 t~ough 26) .... ............... .... 403 007 2~
28 Nanr~fundinq aredeeds of the issue (subtra~ line 27 from llne 22 and enter amount here). . . 2S {5.~99,392.76
I ~q ~4 Descrbt)an of Refunded Bonds (compiete ~is pa~ only far refunding bonds)
29 Enter ~he remaZning weighted avenge matu~y of the bands to be refunde~ . . -. . . ·. ~ N/A Vea~s
~O Enter me last dace on w~ich the refunde¢ bonds ~HI be caited ...........
31 En~er the ~ate(s) me refunded bands were issued ~
[~,,~r~t ~isceElaneOds
32 En~er ~he amount o~ t~e state volume cap allocated to One issue ..........
33 Enter the amount d ~e bonds designated by t~e issuer under s~t~on 255{b)(3)(S)Q(~i]) {small ~ssuer
exception) ....... ..................... ~ 'O-
h $f this issue is a loan made from the process of another t~-exempt issue, ch~k box ~ ~ and enter the name el the
Please ~ ~ .
Here ~ s,g~
For Paper~ark Reduction Act Notice, see page 1 of the ]ns~-ucUans. cat NO. 537733
P 731 315 415
r,
Certified Mail Receipt
No Insurance Coverage Provided
mawaware DO not use for international Mail
~,,E~,,T~S, (See Reverse)
Z~e~aaZ ~e~enue Service
~a~eZp~a
BA ~9255
Return Receipl Showing
· Complete items 1 and/or 2 for additional services. I also wish to receive the
· Complete items 3, and 4a & b, foIJowirlg services (for an extra
· Print your name and address on the reverse of this form so that we can fee)~
return this card to you.
· Attach this form to the front of the mailpiece, or on the back if space 1. [] Addressee's Address
does not permit.
· Write "Return Receipt Requested" on the mailpiece below the article number. 2. [] Restricted De[ivery
· TheReturnReceiptFeewillprovideyouthasignatureofthepersondelivered
to and the date of delivery. Consult postmaster for fee,
3. Article Addressed to: 4a. Article Number
Internal Revenue Service-Center P 731 315 415
^ ~ 4b. Service Type
Philadelph~.a, P ^ ' '_,, ~D [] Registered [] Insured
, ~ Express Mail D Return Receipt for
Merchandise
7. Date of Delivery
AUG
5. ~ t e (Adgd~ 8, Addressee's Address (Only if requested
' n ur r ~ and fee is paid)
6. ~ n e 619 · ~
PS Form ~811, November 1990 ~u.s. GPO: ~e9~--=SZ-~ DOMESTIC RETURN RECEIPT
LAW OFFICES
BRYANT, Mn,I.FR AND OLIVE, P.A.
201 South Monroe Strect
Suite $00
Tallahassee, Florida 32301
(904) 222-8611
Bar/lctt Phlza FAX: (904)224-1544
(004) 224-0044 S82~ Glenridge Driv~
Suite 1265 Building 3
101 East l~nnedy Boulevax-d Suite I01
Tampa, Florida 33602 Atlanta, Georgia 30328
(at3) 273,-6677 (404) 105-~433
FAX: (813)223-2705 FAX: (404)705-8437
July 22, 1994
Division of Bond Finance
of the State Board of Administration
P. O. Drawer 5318
Tallahassee, Florida 32399
Re: $6,000,000, Community Redevelopment Agency of the
City of Sanford, Florida, community Redevelopment
Revenue Bonds, Series 1994A
Gentlemen:
On behalf of our client, the Community Redevelopmerit Agency of
the City of Sanford, Florida, we hereby give notice pursuant to
Section 218.38(1) (a), Florida Statutes, of the proposed sale of the
referenced Bonds On July 25, 1994. Delivery of the Bonds is
tentatively scheduled for August 9, 1994.
Very truly yours,
RWH:jS
,Preliminary
NO. 23(a)
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND INFORMATION FORM
PART Io Issuer Information
Name Of Governmental Unit Community Redevelopment Agency
of the City of Sanford, Florida
2o Mailing Address P.O. Box 1788
3. City Sanford 4. County Seminole
5. Zip Code 32771-1788
6. Type of Issue
County Dependent Special District
City Independent Special District
Authority Other
Part IIo Bond Issue Information
1. Name of Issue Communitv Redevelopment Revenue Bonds,
Series 1994A
2. Amount Issued $ 6,000,000 3. Amount Authorized $ 6,000,000
4. Dated Date Auqust 1, 1994 5. Sale Date JulV 25, 1994
6. Delivery Date Auqust 9, 1994
7. Legal Authority for Issuance
Florida Statutes Chapter 163, Part III
Special Acts
Other Resolution No. 93-4, adopted 4/13/94
8. Type of Issue
General Obligation ~ Revenue
Special Assessment Special Obligation
9. Specific Revenue(s) Pledged (1) Primary RedeveloDment Trust Fund Revenues
(2) Secondary
(3) Tertiary
(4) Other
10o Purpose(s) of the Issue
(1) Improvements in the RedeveloDment Area
(2)
(3)
Revlsedg/9oBM BF2003
No; 23(b)
10ao If purpose is refunding, complete the following:
(1) For each issue refunded, list name of issue, dated date,
original par value of issue, and amount of par value
refunded.
(a) N/A
(b)
(c)
11° Type of Sale
Competitive Bid D Private Placement
Negotiated
12. Basis of Interest Rate Calculation Rate
Net Interest Cost Rate (NIC) 6.15132%
DTrue Interest Cost Rate (TIC)
DCanadian Interest Cost Rate (CIC)
Other
13. Insurance
14. Rating(s)
Moody's Aaa B Standard & Poor's AAA
Other AAA None
15. Financial Advisor or Consultant
Fishkind & Associates, Inc.
16. Bond Counsel
Bryant, Miller and Olive, P.A.
17. Lead Managing Underwriter
J.P. Morqan Securities Inc.
18. Paying Agent
First Union National Bank of Florida
19. Registrar
First Union National Bank of Florida
21. Optional Redemption Provisions
Bonds maturin~ 2005 and 2011 are subiect to redemption
on June 1, 2004 or any date thereafter at the followin~
prices: 6/1/04 - 5/31/05 @ 102%
6/1/05 - 5/31/06 @ 101%
6/1/06 and thereafter @ 100%
22° Comments:
Part III. Respondent Information
1. Name Bryant, Miller and Olive, P.A. (Hanna)
Title Bond Counsel
Phone 904/222-8611
Date Report Submitted August 9, 1994
Part IV. Please return completed form along with Final Official
Statement, if any, to:
Regular Mail Address Only:
State Board of Administration
Division of Bond Finance
Post Office Drawer 5318
Tallahassee, Florida 32314-5318
Federal Express or Certified Mail, etc. to:
State Board of Administration
Division of Bond Finance
502 North Adams Street
Tallahassee, Florida 32301
~ ~ ~oo~oooooooooo~ooooooooo~o
~ o
oo~~
~ ~ ~ ~oooo~oooooo~o
~ ~ .~ ~~o~~oo~o~
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND DISCLOSURE FORM - NEGOTIATED SALE
Disclosure form for units of local government for bonds sold by
negotiated sale as required by Section 218.38(1)(c)1, Florida
Statutes, as amended in 1982. This form must be completed and
returned to the Division within 120 days after the delivery of the
bonds.
1. Title of unit of local government: Community Redevelopment
AGency of the City of Sanford, Florida
2. Mailing Address: P.O. Box 1788
Sanford, Florida 32771-1788
3o Name of bond issue: Community Redevelopment Revenue
Bonds, Series 1994A
4. Amount issued: $6,000,000
5. Dated date: 8/1/94 6. Delivery date 8/9/94
7. Name and address of the managing underwriter connected with
bond issue:
J.P. MorGan Securities Inc.
227 West Monroe Street, Suite 2800
ChicaGo, Illinois 60606
8. Name and address of any attorney or financial consultant who
advised the unit of local government with respect to the bond
issue:
(1) Stenstrom, McIntosh, Julian, Colbert, et al.
P.O. Box 4848
Sanford, Florida 32771-4848
(2) Bryant, Miller and Olive, P.A.
201 South Monroe Street, Suite 500
Tallahassee, Florida 32301
(3) Fishkind & Associates, Inc.
12424 Research Parkway, Suite 275
Orlando, Florida 32826
(If additional space is needed, continue on separate sheet.)
BF 2004-B
Re~sed 9/90 BM
9. Management fee charged by underwriter: $ 5.00 per thousand
par value.
10. Underwriter's expected gross spread $29.78 per thousand par
value.
11. Any fee, bonus, or gratuity paid in connection with the bond
issue by any underwriter or financial consultant to any person
not regularly employed or engaged by such underwriter or
consultant:
(1) Name Hopkins & Sutter Amount $55,000
(2) Name Amount $
(3) Name Amount $
(If additional space is needed, continue on separate sheet.)
12. Any other fee paid by the unit of local government with
respect to the bond issue, including any fee paid to attorneys
or financial consultants:
(1) Name Stenstrom, McIntosh, et.al. Amount $ 30,000
(2) Name Bryant, Miller and Olive, P.A Amount $ 75,000
(3) Name Fishkind & Associates Amount $ 15,000
(4) Name Louik/Schneider & Associates, Inc. Amount $ 7,500
(In additional space is needed, continue on separate sheet.)
13. The signature of either the chief executive officer of the
governing body of the Unit of Local Government or the
governmental officer primarily responsible for coordinating
Signature ~
Title Chairman Date 8/9/94
14. For further information regarding this form, the Division
should contact:
Name Carolvn C. Small Phone No.407/330-5610
13. Completed form should be returned to:
State Board of Administration
Division of Bond Finance
Post Office Drawer 5318
Tallahassee, Florida 32314-5318
(904) 48S-4782
I}OOK-ENI'RY-ONLY MUNICIPAL BONI)S
Letter of Representations
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
iName of Issuer]
FIRST UNION NATIONAL BANK OF FLORIDA
[Name of Agent]
August 9, 1994
{Date)
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street: 49th Floor
New York. NY 10041-0099
Re: Community Redevelopment ARencV of the City of
Sanford, Florida, Community Redevelopmerit Revenue
Bonds, Series 1994A
Ilssue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above-referenced issue (the "Bonds"). Agent will act as trustee, pa}~ng agent. fiscal agent, or other
agent of Issuer with respect to the Bonds. The Bonds will be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
September 27 , 199_3 (the "Document"). ,T,P, MOI~ERn goe,~'~l-'[~,g Tnc',
("Undenvfiter")
is chstfibufing the Bonds through The Deposito7 Trust Company CDTC').
To induce DTC to accept the Bonds as eligible for deposit at DTC. and to act in accordance
with its Rules with respect to the Bonds, Issuer and Agent, if any, make the follo~ving
representations to DTC:
NO. 24
1. Prior to closing on the Bonds on Augus t 9 , 1994.A_, there shall be deposited with
DTC one Bond certificate registered in the name of DTC's no~ninee, Cede & Co., for each stated
maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Bonds. If, however, the aggregate principal
amount of any matority exceeds $150 million, one certificate will be issued with respect to each
$150 million of principal amount and an additional certificate will be issued with respect to any
re~naining principal amount. Each $150 million Bond certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFEB, PLEDGE, OR OTHEB USE HEBEOF FOR VALUE OR
OTHERW'ISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or
Agent shall establish a record date for such purposes (with no provision for revocation of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.
3. In the event of a fi~ll or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notice to DTC speei,fi,ing: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date").
Such notice shall be sent to DTC by a secure means (e.g,, legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the Publication Date.
Issuer or Agent shall fortyard such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP submitted in that transmission. (The party sending such notice shall
have a method to veri6, subsequently the use of such means and the timeliness of such notice.) The
Publication Date sh'all be not less than 30 days nor more than 60 days prior to the redemption date
or, in the case of an advance refunding, the date that the proceeds are deposited in escrow.
4. In the event of an invitation to tender the Bonds, notice by Issuer or Agent to Bondholders
speci.fying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Para~aph.
5. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices shall be
confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by
any other means shall be sent to:
Supervisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square: 23rd Floor
New York, NY 10004-2695
-2-
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opera oq I~qs s]uo~ed qanS '(DLQ pue ~uagV ~o ~anssI uoo~oq s]uo~o~g gugs~o
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Xq po~gum oq Fqs soagou qans Jo ld~ooa~ p~ '~60T-60L (~I~) ~o g60I'~L (~I~) ~e ]uou~edoQ
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12. In the event that Issuer determines that beneficial owners of Bonds shall be able to obtain
eerti~eated Bonds, Issuer or Agent shall notif}, DTC of the ava~ahility of Bond certificates. In such
event, Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts,
as required by DTC and others.
13. DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by gix~ng reasonable notice to Issuer or Agent (at which time DTC will confirm
with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such
circumstances, at DTC's request Issuer and Agerft shall cooperate fully with DTC by taking
appropriate act'ion to make available one or more separate certificates evidencing Bonds to any'
DTC Participant having Bonds ere&ted to its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.
Notes: Very truly yours,
A, If there is an Agent (as deftned in this Letter of
COMMUNITY REDEVELOPMENT AGENCY OF THE
Representatons). Agent as well as Issuer must sign this
Letter. If there is no A ent. in sio.oping this Letter Issuer CITY OF SANFORD, FLORIDA
itself tmdemd<es to pe~rm 'all of H~e obligations set forth
B. Umler Rules of the Munidpal Sec~ifies Rulemaking By:
Board relating to "gooSl deliverv", a munkipal securities ' irized Officer's Signature)
dealer must b~ able to detem~in6 the date dmt a no{ice of a
l~u'ti~dcallorofana&~ncerefiandin ofapaxtofanissueis
published (the "publiea~on date").g~e establishment of FIRST UNION NATIONAL BANK OF FLORIDA
such a publitton &re is addressed in Paragraph 3 of the
Lette~ By:
C. Schedule B contains statements that DTC believes ' (A~ th )
x n i 'u
c~emda~ rehted matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
CC: UndemTiter
UndemTiter~ Counsel
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NO. R-0001 $105,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 1998 4.80% August 1, 1994 800463 AB7
Registered Owner: CEDE & CO.
Principal Amount: ONE HUNDRED FIVE THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date i e ified above or at prior
redemption, the Principal Amount ' ified above and in like
manner to pay interest on said ' sum at the Interest Rate
identified ab?ve. on each Ju. . cember 1, c~mmencing December
Florida, Jacksonville, Florida, as Paying Agent (the term "Paying
Agent" where used herein refers to said Paying Agent or its
successors), and interest is payable to the Registered Owner by
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towns Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page i of 6
No. 25
NO. R-0002 $135,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SAMFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 1999 5.00% Auglist 1, 1994 800463 AC5
Registered Owner: CEDE & CO.
Principal Amount: ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identi ied above and in like
manner to pay interest on said princip~B~ at the Interest Rate
principal corporate trust o~ rst Union National Bank of
successors), and interest is payable to the Registered Owner by
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
NO. R-O003 $165,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 2000 5.10% August 1, 1994 800463 AD3
Registered OWner: CEDE & CO.
Principal Amount: ONE HUNDRED SIXTY-FIVE THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal um at the Interest Rate
identified above on each June 1 and D r 1, commencing December
a s r y g ' y
r i
successors), and interest is payable to the Registered Owner by
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
NO. R-0004 $200,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SAMFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 2001 5.20% August 1, 1994 800463 AE1
Registered Owner: CEDE & CO.
Principal Amount: TWO HUNDRED THOUSAND DOLLARS
KNOW ALLMEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal sum at the Interest Rate
identified above on each June 1 and December 1, commencing December
1, 1994. Principal of this Series 1994A Bond is payable at the
principal corporate trust office of First Union National Bank of
Florida, Jacksonville, Florida, as Paying Agent (the term "Paying
Agent" where used herein refers to sa' Paying Agent or its
"Registrar" where used here~refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
NO. R-0005 $300,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 2002 5.30% August 1, 1994 800463 AF8
Registered Owner: CEDE & CO.
Principal Amount: THREE HUNDRED THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, premises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal sum at the Interest Rate
identified above on each June i and December 1, commencing December
1, 1994. Principal of this Series 1994A Bond is payable at the
principal corporate trust office of First Union National Bank of
Florida, Jacksonville, Florida, as Payin ent (the term "Paying
check or draft to the person ' ~a'me this Series 1994A Bond
$Jt2 2areg Jt atG
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page i of 6
No. R-0006 $315,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATUNITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June 1, 2003 5.40% August l, 1994 800463 AG6
Registered Owner: CEDE & CO.
Principal Amount: THREE HUNDRED FIFTEEN THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal sum at the Interest Rate
identified above on each June 1 and December 1, commencing December
1, 1994. Principal of this Series 1994A Bond is payable at the
successors), and interest is a ~ the Registered Owner by
check or draft to the person~ name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
NO. R-0007 $330,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST HATE: DATED DATE: CUSIP:
June 1, 2004 5.50% August 1, 1994 800463 AH4
Registered Owner: CEDE & CO.
Principal Amount: THREE HUNDRED THIRTY THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal sum at the Interest Rate
identified above on each June 1 and December 1, commencing December
1,.1974. Principal of this ~eries 199 .~d is p~yable at the
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
NO. R-0008 $450,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD
COMITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
June l, 2005 5.60% August 1, 1994 800463 AM3
Registered Owner: CEDE & CO.
Principal Amount: FOUR HUNDRED FIFTY THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identifie above or at prior
redemption, the Principal Amount iden ' above and in like
manner to pay interest on said p ' t the Interest Rate
principal corporate trust office of First Union National Bank of
Florida, Jacksonville, Florida, as Paying Agent (the term "Paying
Agent" where used herein refers to said Paying Agent or its
successors), and interest is payable to the Registered Owner by
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page 1 of 6
No. R-0009 $4,000,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SAMFORD
COMMUNITY REDEVELOPMENT REVENUE BOND
SERIES 1994A
MATURITY DATE: INTEREST HATE: DATED DATE: CUSIP:
June 1, 2011 6.00% August 1, 1994 800463 AT8
Registered Owner: CEDE & CO.
Principal Amount: FOUR MILLION DOLLARS
KNOW ALL MEN BY THESE PRESENTS, THAT THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA (the "Issuer"), for
value received, promises to pay to the order of the Registered
Owner identified above, or registered assigns, upon the presenta-
tion and surrender hereof at the principal corporate office of the
Paying Agent, on the Maturity Date identified above or at prior
redemption, the Principal Amount identified above and in like
manner to pay interest on said principal sum at the Interest Rate
identified above on each June 1 and December 1, commencing December
1, 1994. Principal of this Seri ~.'4A Bond is payable at the
Agent" where used herein rte~l to said Paying Agent or its
successors), and interest is payable to the Registered Owner by
check or draft to the person in whose name this Series 1994A Bond
is registered on the registration books of the Issuer maintained by
First Union National Bank of Florida, as Registrar (the term
"Registrar" where used herein refers to said Registrar or its
successors).
This Series 1994A Bond is one of an authorized issue of Series
1994A Bonds in the aggregate principal amount of $6,000,000 of like
date, tenor and effect, except as to number, redemption provisions
and interest rate issued to finance the Issuer's costs of acquiring
and constructing improvements to the Seminole Towne Center
Community Redevelopment Area, under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 166, Part II, and Chapter
163, Part III, Florida Statutes, and Resolution No. 93-2 of the
Issuer, as amended and supplemented (the "Resolution"), and is
subject to all the terms, conditions and limitations of said
Resolution. Capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
Page i of 6
This Series 1994A Bond does not constitute a general indebted-
ness of the City of Sanford, Florida (the "City"), or the Community
Redevelopment Agency of the City of Sanford, Florida, within the
meaning of any constitutional or statutory provision or limitation,
and it is expressly agreed by the Registered Owner of this Series
1994A Bond that such Registered Owner shall never have the right to
require or compel the exercise of the ad valorem taxing power of
the City, the Community Redevelopment Agency of the City of
Sanford, Seminole County, the State of Florida or any political
subdivision thereof for the payment of any debt service, reserve or
other payments provided for in the Resolution.
The Series 1994A Bonds maturing June 1, 1998 are subject to
mandatory sinking fund redemption at a redemption price equal to
100% of the principal amount to be redeemed, plus accrued interest,
on June i of each of the years and in the principal amounts set
forth below:
Principal
Year Amount
1997 $20,000
1998 (maturity) 85,000
The Series 1994A Bonds maturin 1, 2011 are subject to
mandatory sinking fund redemption emption price equal to
100% of the principal amount to ed, plus accrued interest,
Principal Principal
Year Amount Year Amount
2006 $480,000 2009 $695,000
2007 510,000 2010 740,000
2008 655,000 2011(maturity) 920,000
If the Issuer redeems Series 1994A Bonds prior to maturity
pursuant to the optional redemption provision described below, an
amount equal to the principal amount of the Series 1994A Bonds to
be redeemed or purchased will be deducted from the mandatory
redemption requirement as provided for the Series 1994A Bonds in
such amounts and among such years as the Issuer shall determine.
If the Paying Agent, acting at the direction of the Issuer, pur-
chases Series 1994A Bonds subject to mandatory redemption in
accordance with the Resolution, the principal amount thereof shall
be credited against the amount subject to mandatory redemption.
The Series 1994A Bonds maturing on June 1 in the years 1999
through 2004 are not subject to optional redemption prior to
maturity. The Series 1994A Bonds maturing on June 1, 2005 and on
June 1, 2011, are subject to optional redemption, at the option of
Page 2 of 6
the Issuer, prior to maturity on June 1, 2004, or on any date
thereafter, in whole or in part, from any available funds, at the
redemption prices (expressed as a percentage of the principal
amount to be redeemed), plus accrued interest to the date fixed for
redemption, and on the redemption dates set forth below:
Redemption Dates (Inclusive) Redemption Prices
June 1, 2004 - May 31, 2005 102%
June 1, 2005 - May 31, 2006 101
June 1, 2006 and thereafter 100
In the event that less than all the Series 1994A Bonds are
called for redemption, the particular Series 1994A Bonds or
portions of Series 1994A Bonds to be redeemed will be made by the
Paying Agent by lot by providing for the selection for redemption
of Series 1994A Bonds or portions of Series 1994A Bonds in
principal amount of $5,000 an integral multiples thereof.
Notice of such redemption shall be given in the manner
required by the Resolution.
This Series 1994A Bond is payable from a first lien upon and
pledge of proceeds of certain revenues received by the Community
Redevelopment Agency of the City of rd, Florida, collected by
the City pursuant to Ordinance of the City (the "Trust
Fund Revenues") and certain ot enues more fully described in
Revenues may be issued on a parity with Series 1994A Bonds of this
issue, but only subject to the conditions and limitations contained
in the Resolution. The Series 1994A Bonds and any Additional
Parity Obligations issued in the future are herein sometimes
referred to as the "Bonds." The Issuer covenants that the pledge
and covenants in the Resolution constitute a contract between the
City, the Issuer and the Registered Owners of the Series 1994A
Bonds of this issue not subject to repeal, impairment, or
modification by the City of Sanford or the Community Redevelopmerit
Agency of the City of Sanford or the Legislature of the State of
Florida, and the City and the Issuer have made certain other
covenants for the benefit of the Registered Owners of the Series
1994A Bonds of this issue, for the terms of which reference is made
to the Resolution.
All of the Series 1994A Bonds are secured equally and ratably
by a pledge of the Pledged Revenues. Notwithstanding the foregoing
or any provision of this Series 1994A Bond or the Resolution to the
contrary, amounts on deposit in each subaccount in the Senior Lien
Reserve Account in the Debt Service Fund shall be used only for the
payment of debt service on the Series of Senior Lien Bonds for
Page 3 of 6
which such subaccount was established and for no other Series of
Bonds.
NOTWITHSTANDING ANY PROVISION OF THE RESOLUTION OR THIS BOND
TO THE CONTRARY, THE OBLIGATION OF THE CITY OF SANFORD, FLORIDA, TO
MAKE DEPOSITS TO THE REDEVELOPMENT FUND TERMINATES AT THE END OF
THE TAX YEAR ENDING DECEMBER 31, 2011, NOTWITHSTANDING THE FACT
THAT THE ISSUERMAY NOT HAVE PAID ALL PRINCIPAL OFAND INTEREST ON
THE SERIES 1994A BONDS ON SUCH DATE. HOWEVER, THE ISSUER SHALL BE
OBLIGATED TO USE ANY TRUST FUND REVENUES RECEIVED AFTER DECEMBER
31, 2011 FOR THE TAX YEAR ENDED DECEMBER 31, 2011 FOR DEPOSITS IN
THE MANNER SET FORTH IN THE RESOLUTION.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed prece-
dent to and in the issuance of this Series 1994A 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 Florida
applicable thereto, and that the Series 1994A Bonds have been
issued in connection with community redevelopment as defined in
Chapter 163, Part III, Florida Statutes, and that the issuance of
the Series 1994A Bonds of this xs,~ does not violate any
constitutional or statutory limitatio pFovision.
This Series 1994A Bond i~uhas all the qualities and
incidents of a negotiable ins~ nder the Uniform Commercial
Code - Investment Securities. the State of Florida.
The transfer of this Series 1994A Bond is registrable by the
Registered Owner hereof in person or by his attorney or legal
representative at the principal corporate trust office of the
Paying Agent but only in the manner and subject to the conditions
provided in the Resolution and upon surrender and cancellation of
this Series 1994A Bond.
It is further agreed between the Issuer and the Registered
Owner of this Series 1994A Bond that this Series 1994A Bond and the
obligation evidenced hereby shall not constitute a lien upon any
property of or in the City of Sanford, but shall constitute a lien
only on the Pledged Revenues in the manner provided in the
Resolution.
This Series 1994A Bond shall not be valid or become obligatory
for any purpose or be entitled to any benefit or security under the
Resolution until it shall have been authenticated bythe execution
of the Registrar of the certificate of authentication endorsed
hereon.
Page 4 of 6
IN WITNESS WHEREOF, the Community Redevelopment Agency of the
City of Sanford, Florida, has issued this Series 1994A Bond and
caused the same to be signed by its Chairman and attested by its
Clerk, either manually or with their facsimile signatures, and the
corporate seal of the Issuer or a facsimile thereof to be affixed,
impressed, imprinted, lithographed, or reproduced hereon, all as of
the Dated Date identified above.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANFORD, FLORIDA
Chairman
ATTESTED:
Clerk
This Series ~ eries 1994A Bonds
described therein and iss er the provisions of the within
mentioned Resolution.
FIRST UNION NATIONAL BANK OF FLORIDA
Registrar, as Authenticating Agent
By
Its Authorized Officer
Date of Authentication:
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds which were validated by
judgment of the Circuit Court for Seminole County, Florida, ren-
dered on January 14, 1994.
Chairman
Page 5 of 6
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached Series 1994A
Bond of the Community Redevelopment Agency of the City of Sanford,
Florida, and does hereby constitute and appoint
, attorney, to transfer the said Series 1994A Bond on
the books kept for registration thereof, with full power of
substitution in the premises.
Date ~
Signature Guaranteed: ~
NOTICE: Signature(s) must o~eOTICE: No transfer will be
guaranteed by a member firm registered and no new Series
the New York Stock Exchange or 1994A Bonds will be issued in
a commercial bank or a trust the name of the Transferee
company. 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 6 of 6
IN THE CIRCUIT COURT OF THE
EIGHTEENTH JUDICIAL CIRCUIT IN
AND FOR SEMINOLE COUNTY,
FLORIDA
CIVIL CASE NO. 93-2136-CA-16-L
COMMUNITY REDEVELOPMENT AGENCY )
OF THE CITY OF SANFORD,
FLORIDA, a public body )
corporate and politic,
)
Plaintiff,
) VALIDATION OF THE NOT TO EXCEED
vs. $10,000,000 COMMUNITY
) REDEVELOPMEANT AGENCY OF THE
THE STATE OF FLORIDA, and the CITY OF S~FORD, FLORIDA
taxpayers, property owners and ) COMMUNITY REDEVELOPMENTREVENUE
citizens Of the City of Sanford BONDS, SERIES 1993A ~3D SERIES
and the Community Redevelopment ) 1993B
Agency of the City of Sanford
in Seminole County, Florida, )
including nonresidents owning
property therein, et. al., )
Defendants.
CORRECTED FINAL J~GMENT
The above and foregoing cause having come on for final hearing
on the date and at the time and place set forth in the Order to
Show Cause heretofore issued by this Court and in the notice
addressed to the State of Florida and the several property owners,
taxpayers, citizens of the City of Sanford, Florida (herein some-
times referred to as the "City") and the Community Redevelopment
Agency of the City, including nonresidents owning property or
subject to taxation therein, and all others having or claiming any
right, title, or interest in property to be affected by the
issuance by the Community Redeve!opment Agency of the City of not
to exceed $10,000,000 Community Redevelopment Revenue Bonds, Series
1993A and Series 1993B (herein sometimes collectively referred to
NO. 26(a)
as the "Bonds") heroinafter more particularly described, or to be
affected in any way thereby, as heretofore issued against the State
of Florida on complaint of said Community Redevelopment Agency, the
State Attorney for the Eighteenth Judicial Circuit of Florida
having filed an Answer heroin, said cause having duly come.on for
final hearing, and the Court having considered the same and heard
the evidence and being fully advised in the premises, entered an
order on January 14, 1994. Subsequent to the entry of said order,
the Plaintiff brought to the attention of this Court that said
order contained a typographical error in the Fifth Finding thereof
and has requested this Court enter a Corrected Final Judgment. The
State Attorney has not objected to such request. Therefore, this
Court finds and orders as follows:
FIRST: That Plaintiff is a public body corporate and politic
organized under the laws of the State of Florida.
SECOND: That the Board of County Commissioners of Seminole
County, Florida (heroin sometimes referred to as the "County") by
Resolution No. 90-R-213, adopted July 10, 1990, as amended and
supplemented by Resolution No. 93-R-181, adopted June 8, 1993,'"
certified copies of which were received in evidence heroin, dele-
gated to the City Commission of the City the power and authority.to
conduct redevelopment activities as defined in Chapter 163, Part
III, Florida Statutes (the "Act") within certain areas of the
County.
THIRD: That the City Commission of the City, by its
Resolution No. 1664, adopted June 28, 1993, a ~ertified copy of
which was received in evidence herein, declared an area of the City
described therein to be a slum or blighted area (hereinafter called
the ,,RedevelopmentArea") and declared itself to be a redevelopment
agency (hereinafter referred to as the "Community Redevelopment
Agency") to carry out the redevelopment of the area determined to
be a slum or blighted area. The finding of "blight" was made in
accordance with the provisions of Section 163.340(8)(b), Florida
Statutes° Florida law permits the finding of blight for areas in
which there exists faulty or inadequate street layout, or
inadequate roadways or public transportation facilities incapable
of handling the volume of traffic flow into or through the area,
either at present or following proposed construction.
FOURTH: That the City Commission of the City, by Resolution
No. 1665, adopted June 28, 1993, and the Community Redevelopment
Agency of the City by Resolution No. 93-1, approved a redeve!opment
plan pursuant to the Act (hereinafter called the "Redevelopment
Plan"). Certified copies of such resolutions were received in
evidence herein.
FIFTH: That the City, by Ordinance No. 3160 enacted June 28,
1993, as amended by Ordinance No. 3177 of the City, enacted October
11, 1993, certified copies of which were received in evidence
herein, established and created a redeve!opment trust fund pursuant
to the Act and agreed to pay into said fund the increment in an
amount determined and appropriated annually as provided therein
(hereinafter referred to as the "Redeve!opment' Trust Fund").
O=dinance No. 3160, as amended by Ordinance No. 3170, provides that
3
funds allocated to and deposited in the Redevelopment Trust Fund
are appropriated to the Community Redevelopment Agency to finance
the projects within the Redevelopment Area. In addition, as
provided in the Eleventh Paragraph hereof, a portion of the
proceeds may be expended for drainage improvements outside of the
Redevelopment Area. No revenues of the County will be deposited
into the Redevelopment Trust Fund.
SIXTH: That on the 27th day of September, 1993, the Community
Redevelopment Agency adopted a Resolution, entitled:
"A RESOLUTION OF THE GOVERNING BODY OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA, FOR
THE SEMINOLE TOWNE CENTER COMMUNITY REDEVELOPMENT AREA
AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN
FACILITIES A/~D IMPROVEMENTS ALL PURSUANT TO THE COMMUNITY
REDEVELOPMENT PLAN ADOPTED BY THE CITY OF SANFORD,
FLORIDA, AND THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SA~FORD, FLORIDA; PROVIDING FOR THE ISSUANCE OF
NOT EXCEEDING $10,000,000 COMMUNITY REDEVELOPMENT
REV~NUE BONDS, SERIES 1993A AND COMMUNITY REDEVELOPMENT
REVENUE BONDS, SERIES 1993B, BY THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANFORD, FLORIDA, TO BE
APPLIED TO PAY THE COST OF SUCH ACQUISITIONS, CONSTRUC-
TION, AND IMPROVEMENTS; PLEDGING REVENUES DEPOSITED IN
THE REDEVELOPMENT TRUST FUND TO THE PAYMENT OF SAID
BONDS; PROVIDING THAT SAID BONDS MAY BE ISSUED IN ONE OR
MORE SERIES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; A/~D PROVIDING AN EFFECTIVE DATE."
(hereinafter called the "Bond Resolution), a certified copy of
which was received in evidence herein, in and by which it provided
for issuance and sale of not to exceed $10,000,000 of the Bonds to
be issued to finance the redevelopment projects in the
Redevelopment Area in accordance with the Redevelopment Plan. All
capitalized undefined terms used herein shall have the meaning set
forth in the Bond Resolution.
4
SEVENTH: That the Bond Resolution provides for the issuance
of not exceeding $10,000,000 of the Bonds to be dated; to be
m~mhered consecutively from one upward within each series; to be in
the 'denomination of $5,000 each or multiples thereof; to bear
interest at such rate or rates not exceeding the maximum rate fixed
by applicable law at time of issuance, to mature in such years and
amounts as shall be fixed by subsequent resolution of the Community
Redevelopment Agency. Said Bond Resolution fixes the form and
other details of said Bonds, provides for. the manner of issuance
thereof, and further provides that such bonds do not constitute a
general indebtedness of the City or the Community Redevelopment
Agency and that no holder of the Bonds shall have the right to
require or compel the exercise of the ad valorem taxing power of
the City, the Community Redevelopment Agency, the County or the
State of Florida, for the payment of principal of or interest on
the Bonds or the making of any debt service, reserve or other
payment provided in the Bond Resolution.
EIGHTH: The obligation of the City to make deposits to the
Redevelopment Trust Fund terminates at the end of the tax year
ending December 31, 2011 (unless such date has been extended by
resolution of the City adopted pri'~ to the sale of the Bonds),
notwithstanding the fact that the Community Redevelopment Agency
may not have paid all principal of and interest on the Bonds by
such date. However, the Community Redevelopment Agency shall be
obligated to use any Trust Fund Revenues received after December
31, 20!1 for the tax year ended DeCember 31, 2011 for deposit in
5
the manner set forth in the Bond Resolution. In addition, the
obligation of the City to annually appropriate to the Redevelopment
Trust Fund only arises to the extent that such increment has been
collected. Therefore, the City shall not be obligated to deposit
any moneys into such fund unless and until the increment has been
collected. Such increment shall be calculated and shall be
limited as is set forth in the definition of "Trust Fund Revenues"
contained in the Bond Resolution.
NINTH: The Series 1993B Bonds shall be issued in such manner
that principal and interest on such Series 1993B Bonds shall'be due
and payable only to the extent there are sufficient Pledged
Revenues to make such payments on the Senior Lien Bonds and the
Community Redevelopment Agency is not in default with respect to
the payments to be made into the Senior Lien Debt Service Fund
created and established under the Bond Resolution.
TENTH: The issuance of such Bonds was approved by
Resolution No. 1667 of the City adopted September 27, 1993, a copy
of which was received in evidence herein.
ELEVENTH: The Community Redevelopment Agency has full legal
authority to issue and sell the Bonds described in the Complaint
and the Bond Resolution thereto attached for the purposes therein
stated, to use the proceeds of the sale of said Bonds as therein
provided, to provide for the repayment of said Bonds from the
sources of revenue therein specified and to make and obligate
itself to perform each and all the covenants contained in the
Bonds, the resolutions and the proceedings authorizing and prorid-
6
ing for the issuance of such Bonds. The Bond Resolution authorizes
the Community Redevelopment Agency to use the proceeds of the Bonds
for various improvement within the Redevelopment Area, including
but not limited to transportation improvements. In addition, in
testimony received in this action, it was represented that the
Community Redevelopment Agency may use a portion of the proceeds
for drainage improvements outside of the RedevelopmentArea. Since
such drainage improvements are made necessary by the construction
of. both private and public improvements within the Redevelopment
Area in accordance with the Redevelopment Plan, such expenditures
are hereby approved.
TWELFTH: That said Bonds are of the character and the said
proceedings preliminary to the issuance thereof are of the nature
as entitle the Community Redevelopment Agency to proceed under the
provisions of Chapter~ 75, Florida Statutes, for the purpose of
having the right of said Community Redevelopment Agency to issue
said Community Redevelopment Revenue Bonds, Series 1993A and Series
1993B determined.
THIRTEENTH: That due and proper notice was duly published in
a newspaper published and of general circulation in the Cit~ of
Sanford, Florida, once each week for two consecutive weeks,.the
first such publication being at least twenty (20) days prior to the
date of said hearing, as required by law; all as will more fully
appear from the affidavit of the publisher of the Sanford Herald
entered in evidence herein.
7
FOURTEENTH: That no taxpayer, citizen or other person has
intervened except the State Attorney as herein mentioned, or made
application to become a party to this proceeding for the purpose of
interposing objections to the granting of the prayers as set forth
in said Complaint as provided by law.
FIFTEENTH: That the Answer of the State Attorney for and on
behalf of the State of Florida shows no cause why the prayers of
the Complaint should not be granted and discloses no irregularity
or illegality in the proceedings set forth in said Complaint and
said Answer be and the same is hereby overruled and dismissed.
SIXTEENTH: That this Court has found that all requirements of
the Constitution and laws of the State of Florida and proceedings
in the above entitled matter have been strictly followed.
SEVENTEENTH: The issuance of Community Redeve!opment Revenue
Bonds, Series 1993A and Series 1993B of the Community Redevelopment
Agency of the City of Sanford, Florida in the County of Seminole,
Florida, in the principal amount of not to exceed $10,000,000 to be
dated, in the denomination of $5,000 each or any multiple thereof,
n,~m~ered consecutively from one upward, bearing interest at a rate
or rates, either variable or fixed, to be determined by subsequent
resolution is for a proper, legal, corporate purpose and is fully
authorized by law, and that said not to exceed $~0,000,000
Community Redevelopment Revenue Bonds, Series ~993A and Series
1993B and each of them to be issued as aforesaid and all
proceedings incident thereto and the revenues pledged for th~,e~
payment thereof are hereby validated and confirmed. Said Bonds are
8
to be issued to finance the acquisition, construction and erection
of projects within the RedevelopmentArea and as and when so issued
will be payable solely from the "Pledged Revenues"as defined in
the Bond Resolution.
There shall be stamped or written on the back of eachof such
certificates a statement in substantially the following form:
"This Bond is one of a series of Bonds which were
validated by judgment of the Circuit Court for Seminole
County, Florida, rendered on the day of
, 19
Chairman
provided, that such statement or certificate shall not be affixed
within thirty (30) days after the date of this judgment and unless
no appeal be filed in this cause.
DONE, ORDERED AND ADJUDGED at the Courthouse in Seminole
County, FlOrida, this F~' day of ~ , 19F__~, nunc pro
/
tunc January 14, 1994.
/s/O.~ Ea~n,J~
Eighteenth Judicial Circuit of
the State of Florida, in and
for Seminole County, Florida
9
IN THE CIRCUIT COURT OF THE
18TH JUDICIAL CIRCUIT, IN AND
FOR SEMINOLE COUNTY, FLORIDA
CASE NO. 93-2136-CA-16-L
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD,
FLORIDA, a public body
corporate and politic,
Plaintiff,
VALIDATION OF THE NOT TO EXCEED
vs. $10,000,000 COMMUNITY
REDEVELOPMENT AGENCY OF THE
THE STATE OF FLORIDA, and the CITY OF SANFORD, FLORIDA
taxpayers, property owners and COMMUNITY REDEVELOPMENT REVENUE
citizens of the Community BONDS, SERIES 1993A AND SERIES
Redevelopment Agency of the 1993B
of the City of Sanford in
Seminole County, Florida,
including nonresidents owning
property therein, et al.,
Defendants
/
CERTIFICATE OF NO APPEAL
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
I, MARYANNE MORSE, do hereby certify that I am the duly
elected, qualified and acting Clerk of the Circuit Court in and for
Seminole County, Florida.
I further certify that a Final Judgment validating the not to
exceed $10,000,000 Community Redevelopment Agency of the City of
Sanford, Florida, Community Redevelopment Revenue Bonds, Series
1993A and 1993B was filed in the above-styled cause on the 14th day
of January, 1994, that more than thirty (30) days have elapsed
since the entry of said Final Judgment, that no appeal of said
Judgment has been filed, and that the validly of said Final
Judgment has not been called in question by any proceedings in this
NO. 26(b)
Court.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of said Court at Sanford, Seminole County, Florida, this
~'~'~day of August, 1994.
Maryanne Morse, Clerk
Circuit Court in and
for eminole County,
~y erk ' "
DEVELOPERrS CERTIFICATE AS TO OFFICIAL STATEMENT
The undersigned officer HEREBY CERTIFIES on behalf of Seminole
Towne Center Limited Partnership (the "Developer") that the
information in the Official Statement dated July 25, 1994, relating
to the $6,000,000 Community Redevelopment Agency of the City of
Sanford, Florida, Community Redevelopment Revenue Bonds, Series
1994A ("Series 1994A Bonds"), under the captions "The Redevelopment
Project," and "Bondholders' Risks - Risks Relating to Towne Center"
was, as of the date of the Official Statement, and is, as of the
date hereof, true and correct and such information does not contain
an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading in any
material respect which would adversely affect the owners of Series
1994A Bonds. The statements under the caption "Bondholders Risks -
Competition" are to the best knowledge and belief of Developer
true and correct in all material respects for the purposes for
which they were supplied.
SEMINOLE TOWNE CENTER LIMITED
PARTNERSHIP
By: SIMON PROPERTY GROUP, L.P., a
Delaware limited partnership,
general partner
By: SIMON PROPERTY GROUP, INC., a
Maryland corporation, its
general partner
By: ~
Its:vice President
Dated: August 9, 1994
No. 27
MERCHANTS PLAZA: POST OFFICE BOX 7033, INDIANAPOLIS, INDIANA" 46207' 317-630-1600
REPORT OF LOUIK/SCHNEIDER & ASSOCIATES, INC.
[See Appendix A to Official Statement - No. 6 in this Transcript]
CERTIFICATE AND CONSENT OF
LOUIK/SCHNEIDER & ASSOCIATES. INC.
August 9, 1994
J.P. Morgan Seemtitles Inc. Conunity Redevelopment Agency of
227 W. Monroe Street the City of Sanford, Florida
Suite 2800 300 North Park Avenue
Chicago, IL 60606 Sanford, FL 32772-1788
Ladies and Gentlemen:
The undersigned hereby consents to the use of its name in Appendix A of the
Preliminary Official Statement and Official Statement {collectively, the "Offering
Documents") relating to the sale by the Community Redevelopment Agency of the City
of Sanford, Florida of $6,000,000 aggregate principal mount of its Community
Redevelopment Revenue Bonds, Series 1994A and the inclusion of its report on tax
increment projections for the Seminole Towne Center Tax Increment Financing Project
included in Appendix A to the Offering Documents.
LOUIK/SCHNEIDER & ASSOCIATES, INC.
By: ~ ~.D, ~rt~t
GMlk George McElroy &Associates, Inc.
6100 Lake Forest Drive
Suite 540
AEov~× Atlanta, GA 30328
404/851-9063
Fax 404/851-9075
CERTIFICATE AND CONSENT OF
GEORGE MCELROY & ASSOCIATES, INC.
August 9, 1994
J.P. Morgan Securities, Inc. Community Redevelopment Agency of
227 W. Monroe Street the City of Sanford, Florida
Suite 2800 300 North Park Avenue
Chicago, IL 60606 Sanford, FL 32772-1788
Ladies and Gentlemen:
The undersigned hereby consents to the use of its name in Appendix A of the Preliminary
Official Statement and Official Statement relating to the sale by the Community Redevelopmerit
Agency of the City of Sanford, Florida of $6,000,000 aggregate principal amount of its
Community Redevelopment Revenue Bonds, Series 1994A (the "Bonds") and the reproduction
of certain information provided by George McElroy & Associates, Inc. to Louik/Schneider &
Associates, Inc. (the "Consultant") for inclusion in the Consultant's report on tax increment
projections for the Seminole Towne Center Tax Increment Financing Project included in such
Appendix A.
No. 29(b)
MS
MANAGEMEN'i
CERTIFICATE AND CONSENT OF
M.S. MANAGEMENT ASSOCIATES, INC.
August 9, 1994
J.P. Morgan Securities, Inc. Community Redevelopment Agency
227 W. Monroe Street of the City of Sanford, Florida
Suite 2800 300 North Park Avenue
Chicago, IL 60606 Sanford, FL 32772-1788
Ladies and Gentlemen:
The undersigned hereby consents to the use of its name in
Appendix A of the Preliminary Official Statement and Official
Statement relating to the sale by the Community Redevelopment
Agency of the City of Sanford, Florida of S6,000,000 aggregate
principal amount of its Community Redevelopment Revenue Bonds,
Series 1994A (the "Bonds") and the reproduction of certain
information provided by M.S. Management Associates, Inc. to
Louik/Schneider & Associates, inc. (the "Consultant") for inclusion
in the Consultants report on tax increment projections for the
Seminole Towne Center Tax Increment Financing Project included in
such Appendix A.
M.S. MANAGEMENT ASSOCIATES, INC.
By: Ra~ Foxworthy
Its: Executive Vice President
MERCHANTS PLAZA POST OFFICE BOX 7033 ~ INDIANAPOLIS, INDIANA 46207 :' 317-636-1600