536-CRA-Bonds 1994A
e.o.r-ol':)n \-to.,,;
UYptj
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
Barnett Plaza
Suite 1265
101 &st Kennedy Boulevard
Tampa, Florida 33602
(813) 273-6877
FAX: (904) 224-1544
(904) 224-0044
5825 Glenridge Drive
Building 3
Suite 101
Atlanta, Georgia 30328
(404) 705-8433
FAX: (813) 223-2705
FAX: (404) 705-8437
October 19, 1994
Ms. Carolyn Small
Director of Finance
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
Re:
$6,000,000 City of
Agency Community
Series 1994A
Sanford Community Redevelopment
Redevelopment Revenue Bonds,
Dear Carolyn:
Enclosed are two sets of closing documents for the Series
1994A Bonds, one for the Agency and one for the city.
Sincerely,
Jan~ith
Leg~fA~~i;~ant
JBS
Enclosure
?IN,":,:.;::; D'~~-,o
2i osr o~
nl.J
j
SB.
eM
To:
By Certified Mail, Return Receipt Requested
City of Sanford, Florida
300 North Park Avenue
Sanford, FL 32771
Attention:
RECEIVED
From:
Date:
Re:
President, Sumitomo Bank Capital Markets, Inc.
November 7,1994
Escrow Reinvestment Agreement dated as of November 10,1993 (the
"Agreement") between Sumitomo Bank Capital Market, Inc. ("SBCM") and
Nationsbank of Florida, N.A
NOV 0 9~4
(:ITY OF SA~I)
This is to inform you that, as of November 14, 1994 all notices to SBCM pursuant to
the terms of the above-referenced Agreement should be sent to:
Sumitomo Bank Capital Markets, Inc.
Derivative Products Group
277 Park Avenue
New York, New York 10172
Attention: President
Telephone: (212) 224-5000
Telefax: (212) 224-5111
As of November 14, 1994 for all purposes related to the Agreement, the address for
notices to SBCM under the Agreement shall be revised and replaced by the address im-
mediately set forth above. Should you have any questions, please contact Matthew Finch
at (212) 524-7806 before November 14th, and on or after such date at (212) 224-5020.
;'rN!\:~ kr:.
9 I..t;~ 11: 1~
Sumilomo Bank Capital Markets, Inc. One World Trade Cenler, Suite 9651, New York NY 10048 212/524-8000 FAX: 212/524-8081
j
SB.
eM
From:
Date:
Re:
By Certified Mail, Return Receipt Requested
City of Sanford, Florida
300 North Park Avenue
Sanford, FL 32771
Attention:
President, Sumitomo Bank Capital Markets, Inc.
November 7, 1994
Escrow Reinvestment Agreement dated as of November 10, 1993 (the
"Agreement") between Sumitomo Bank Capital Market, Inc. ("SBCM") and
Nationsbank of Florida, N.A
RECEIVED
To:
NOV 0 9~4
.CITY OF SA~I)
This is to inform you that, as of November 14, 1994 all notices to SBCM pursuant to
the terms of the above-referenced Agreement should be sent to:
Sumitomo Bank Capital Markets, Inc.
Derivative Products Group
277 Park Avenue
New York, New York 10172
Attention: President
Telephone: (212) 224-5000
Telefax: (212) 224-5111
As of November 14, 1994 for all purposes related to the Agreement, the address for
notices to SBCM under the Agreement shall be revised and replaced by the address im-
mediately set forth above. Should you have any questions, please contact Matthew Finch
at (212) 524-7806 before November 14th, and on or after such date at (212) 224-5020.
?rNA~ ki:.
9 b0V~ :1: 1:
Sumitomo Bank Capital Markets, Inc. One World Trade Center, Sulle 9851, New York NY 10048 212/524-8000 FAX: 212/524-8081
$6,000,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
CLOSING DOCUMENTS
1. (a) Opinion of Bryant, Miller and Olive, P.A.
(b) Reliance Letter of Bryant, Miller and Olive, P.A.
(0) Supplemental Opinion 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 re
Redevelopment Trust Fund
3. Opinion of Hopkins & Sutter, Counsel to the Underwriter
4. Non-Arbitrage certificate
Exhibit A - certificate of Underwriter
Exhibit B - certificate of AMBAC
Exhibit C - Arbitrage Letter of Instructions
5. Preliminary Official Statement
6. Official Statement
7. Receipt for Bonds
8. certificate of Delivery and Payment
9. (a) Certificate of Underwriter
(b) Purchase Contract dated July 25, 1994
10. Request and Authorization to Authenticate Bonds
11. certificate of Incumbency
12. certificate re Public Meetings
13. (a) certificate of Agency as to Signatures, No Litigation
and Other Matters
(b) Facsimile signature Affidavits
14. 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
~)
Resolution No. 94-2, awarding the sale of the Bonds,
adopted July 25, 1994
15. 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
16. County Resolutions
(a) Resolution No. 90-R-213, adopted July 10, 1990
(b) Resolution No. 93-R-181, adopted June 8, 1993
17. certificate of Trustee, Registrar and Paying Agent
18. (a) Certificate re preliminary Official statement with
regard to compliance with Rule 15c2-12 of SEC
(b) certificate re Final Official statement with regard to
compliance with Rule G-8 and Rule G-36 of MSRB
19. (a) AMBAC Specimen Policy
(b) AMBAC surety Bond
(c) Guaranty Agreement
(d) Opinion of Counsel to AMBAC
(e) AMBAC Certificate as to No Default
(f) AMBAC certificate as to Official Statement
20. Evidence of Ratings
21. Sworn Statements under section 287.133(3)(a), Florida
statutes, on Public Entity Crimes executed by:
(a) J. P. Morgan Securities, Inc.
(b) First Union National Bank of Florida
(c) AMBAC Indemnity Corporation
22. IRS Form 8038-G
23. (a) Notice of Sale to Division of Bond Finance
(b) Bond Finance Forms 2003 and 2004-B
24. DTC Letter of Representation
25. Specimen Bond
26. (a) Final Judgment
(b) certificate of No Appeal
27. Certificate of Developer
28. Report of Louik/Schneider & Associates, Inc. [See Appendix A
to Official Statement - No.6]
29. Consent Letters from:
(a) Louik/Schneider & Associates, Inc.
(b) George McElroy & Associates, Inc.
(c) MS Management Associates, Inc.
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) J. P. Morgan Securities Inc.
(1) Fishkind & Associates, Inc.
(1) Hopkins & Sutter
(3) AMBAC Indemnity Corporation
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 Sou.th Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
Barnett Plaza
Su.ite 1265
101 East Kennedy Boulevard
Tampa, Florida 33602
(813) 273-6677
FAX: (904) 224-1544
(904) 224-0044
5825 Glenridge Drive
Building 3
Suite 101
Atlanta, Georgia 30328
(404) 705-8433
FAX: (813) 223-2705
FAX: (404) 705-8437
August 9, 1994
community Redevelopment Agency
of the city of Sanford
Sanford, Florida
$6,000,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
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 $6,000,000 Community Redevelopment
Revenue Bonds, Series 1994A (the "Series 1994A 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.
No. l(a)
Community Redevelopment Agency
of the city of Sanford, Florida
August 9, 1994
Page 2
We have not been engaged or undertaken to review the accuracy,
completeness or sufficiency of any offering material relating to
the Series 1994A 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
1994A Bonds. Furthermore, we are not passing on the accuracy or
sufficiency of any CUSIP numbers appearing on the Series 1994A
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 1994A 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 1994A Bonds.
The Series 1994A 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 1994A Bonds.
The opinions set forth below are expressly limited to, and we
opine only with respect to, the laws of the State of Florida and
the federal income tax laws of the United States of America.
Based on our examination, we are of the opinion, as of the
date of delivery of and payment for the Series 1994A Bonds, 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 1994A Bonds are valid and binding special
obligations of the Issuer enforceable in accordance with their
terms, payable solely from the sources provided therefor in the
Resolution.
Community Redevelopment Agency
of the city of Sanford, Florida
August 9, 1994
Page 3
3. The Internal Revenue Code of 1986, as amended (the
"Code"), establishes certain requirements which must be met
subsequent to the issuance and delivery of the Series 1994A Bonds
in order that interest on the Series 1994A Bonds be and remain
excluded from gross income for purposes of federal income taxation.
Non-compliance may cause interest on the Series 1994A Bonds to be
included in federal gross income retroactive to the date of
issuance of the Series 1994A Bonds, regardless of the date on which
such non-compliance occurs or is ascertained. The Issuer has
covenanted in the Resolution to comply with such requirements in
order to maintain the exclusion from federal gross income of the
interest on the Series 1994A Bonds.
Subject to compliance by the Issuer with the aforementioned
covenants, (a) interest on the Series 1994A Bonds is excluded from
gross income for purposes of federal income taxation, and
(b) interest on the Series 1994A Bonds is not an item of tax
preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations; however, with respect to
corporations (as defined for federal income tax purposes), such
interest is taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax
imposed on such corporations. We express no opinion regarding
other federal tax consequences arising with respect to the Series
1994A Bonds.
4. The Series 1994A Bonds are exempt from intangible taxes
imposed pursuant to Chapter 199, Florida Statutes, as amended.
It is to be understood that the rights of the owners of the
Series 1994A 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.
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.
4....1, "u..(4 ...,/ #/;"'" /. J_
Barnett Plaza
Suite 1265
101 East Kennedy Boulevard
Tampa, Florida 33602
(813) 273-8877
FAX: (813) 223-2705
LAW OFFICES
BRYANT, MILLER AND OLIVE, PA
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
FAX: (904) 224-1544
(904) 224-0044
5825 Glenridge Drive
Building 3
Suite 101
Atlanta, Geotgia 30328
(404) 705-8433
FAX: (404) 705-8437
August 9, 1994
J.P. Morgan Securities Inc.
Chicago, Illinois
AMBAC Indemnity Corporation
New York, New York
Re: $6,000,000 Community Redevelopment Agency of the City of
Sanford, Florida, Community Redevelopment Revenue Bonds,
Series 1994A
Ladies and Gentlemen:
On even date herewith, we rendered our
connection with the above-referenced Bonds.
approving opinion as if it were addressed to
approving opinion in
You may rely on such
you.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
~AJ.4. -/CJ/f"" r::4,
No. l(b)
Barnett Plaza
Suite 1265
101 East Kennedy Boulevard
Tampa, Florida 33602
(813) 273-6677
LAW OFFICES
BRYANT, MILLER AND OLIVE, PA
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(904) 222-8611
FAX: (904) 224-1544
(904) 224-0044
582S Glenridge Drive
Building 3
Suite 101
Atlanta, Georgia 30328
(404) 705-8433
FAX: (813) 223-2705
FAX: (404) 705-8437
August 9, 1994
J.P. Morgan Securities Inc.
Chicago, Illinois
Re: $6,000,000 Community Redevelopment Agency of the City of
Sanford, Florida, Community Redevelopment Revenue Bonds,
Series 1994A
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" or the "Agency") of its $6,000,000 Community
Redevelopment Revenue Bonds, Series 1994A (the "Bonds") pursuant to
the Constitution and laws of the State of Florida, Chapter 166,
Part II, 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"). We have
examined the law and such certified proceedings and other papers as
we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have
relied upon representations of the Issuer contained in the
Resolution and in the certified proceedings and other certifi-
cations of public officials furnished to us, without undertaking to
verify the same by independent investigation. All capitalized
undefined terms used herein shall have the meanings set forth in
the Resolution.
Based on our examination, we are of the opinion, as of the
date hereof, as follows:
1. The Bonds are not sUbject to the registration requirements
of the Securities Act of 1933, as amended, and the Resolution is
No. l(C)
J.P. Morgan Securities Inc.
August 9, 1994
Page 2
not required to be qualified under the Trust Indenture Act of 1939,
as amended.
2. While we have not been retained to and are not passing on
or assuming any responsibility for the accuracy, completeness or
fairness of the statements contained in the Official statement,
except as expressly set forth herein, the statements contained in
the Official statement under the headings "The Series 1994A Bonds"
and "Summary of certain Provisions of the Resolution" present fair
and accurate summaries of the provisions of the Bonds and the
Resolution purported to be summarized, and the information under
the heading "Tax Exemption" is correct. Except as expressly set
forth herein, we have necessarily assumed the fairness, correctness
and completeness of the materials set forth in the Official
Statement (including but not limited to financial or statistical
data relating to the Issuer) and have not undertaken to verify the
accuracy or completeness of any of the statements or
representations contained therein.
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.
We express no opinion as to the laws of any state other than
the State of Florida and the Federal tax laws of the united States
of America. No one other than the addressees may rely upon this
opinion.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
0...// AWL.. J/l(,~,J:.4
STENSTROM. McINTOSH. JULIAN. COLBERT. WHIGHAM & SIMMONS. P.A.
ATTORNEYS AND COUNSELLORS AT LAW
KENNETH W. MciNTOSH
NED N. ..JULIAN. .JR.
WILLIAM L COLBERT
FRANK C. WHIGHAM
CLAYTON O. SIMMONS
ROBERT K. MciNTOSH
DONNA L.S. McINTOSH
WILUAM E. REISCHMANN. .JR.
CATHERINE O. REISCH MANN
MARTHA H. MciNTOSH
SUN BANK. SUITE 22
200 WEST FIRST STREET
POST OFFICE BOX 4848
SANFORD. FLORIDA 32772-4848
SANFORD (407) 322.2171
ORLANDO (407) 834-5119
FAX (407) 330-2379
DOUGLAS STENSTROM
RETIRED
THOMAS E. WHIGHAM
(1952-1988l
August 9, 1994
Community Redevelopment Agency
of the City of Sanford, Florida
J.P. Morgan Securities Inc.
Bryant, Miller and Olive, P.A.
AMBAC Indemnity Corporation
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
$6,000,000 aggregate principal amount of the Agency's Community
Redevelopment Revenue Bonds, Series 1994A (the "Bonds"). All terms
not otherwise defined herein shall have the meanings ascribed
thereto in the Purchase Contract, dated as of July 25, 1994, by and
between J.P. Morgan Securities, Inc. and the Agency (the "Purchase
Contract" ) .
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 1994A 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 1994A 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
August 9, 1994
----------------
----------------
For the purpose of rendering this op1n1on, 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. The Purchase Contract has been duly confirmed, approved and
authorized, executed and delivered by the Agency and constitutes an
agreement binding upon the Agency in accordance with its terms.
3. 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 been amended,
modified or supplemented since adoption.
4. The execution and delivery of the Purchase Contract and the
Bonds, and compliance with the provisions of the Purchase Contract
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.
5. Other than as set forth in the Official Statement, 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, the Bond
Resolutions, the Purchase Contract or the transactions contemplated
by them.
6. We have no reason to believe that the information contained
under the captions "The Agency," "The City," "Validation," and
"Litigation" in the Official Statement as of its date and as of the
date hereof contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements in
it, in light of the circumstances under which they were made, not
misleading.
7. The Guaranty Agreement dated as of August 1, 1994, between
AMBAC Indemnity Corporation and the Agency, is a legal, valid and
binding obligation of the Agency, enforceable in accordance with
its terms.
page Three
August 9, 1994
----------------
----------------
It is to be understood that the rights of the owners of the Series
1994A 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.
~ '('(\~-),~ ~
e~uJ~~~)~.~.
STENSTROM. McINTOSH. JULIAN. COLBERT. wmGHAM & SIMMONS. P.A.
ATTORNEYS AND COUNSELLORS AT LAW
KENNETH W. MciNTOSH
NED N. ~ULrAN. ,JR.
WILLIAM L COL.BERT
FRANK C. WHIGHAM
CLAYTON D. SIMMONS
ROBERT K. MciNTOSH
DONNA LS. MciNTOSH
WILLIAM E. REISCH MANN. "'R.
CATHERINE O. REISCH MANN
MARTHA H. MciNTOSH
SUN BANK. SUITE 22
200 WEST FIRST STREET
POST OFFICE BOX 4846
SANFORD, FLORIDA 32772-4848
SANFORD (407) 322-217l
ORLANDO t407l 834-5119
FAX (407) 330.2379
DOUGLAS STENSTROM
RETIRED
THOMAS E. WHIGHAM
(19!l2-1988)
August 9, 1994
City of Sanford, Florida
J.P. Morgan Securities Inc.
Bryant, Miller and Olive, P.A.
AMBAC Indemnity Corporation
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 $6,000,000 aggregate principal amount of the
Community Redevelopment Revenue Bonds, Series 1994A (the "Bonds").
All terms not otherwise defined herein shall have the meanings
ascribed thereto in the Purchase Contract, dated as of July 25,
1994, by and between J.P. Morgan Securities, Inc. and the Community
Redevelopment Agency of the City of Sanford (the "Purchase
Contract" ) .
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:
No. 2(b)
Page Two
August 9, 1994
----------------
----------------
1. The City is a duly created and validly existing body politic
and corporate of the State of Florida.
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 been amended, modified
or supplemented since adoption.
It is to be understood that the rights of the owners of the Series
1994A 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.
~ "0\2~~~
O~ "--0~ g /
"f.-+\..
HOPKINS & SUTTER
(A PAP.TNBRSHlP INCLUDiNG PROfIBSSIONAL CORPORATIONS)
THREE FIRST NA1l0NALPL\ZA cmCAGO 60602 (312) 558-6600
TELECOPIER (312) SS8-6S38 (312) 558-6676 TELEX 206231
WASBINOTON. D.C. OFFlCB _ S1X'J1lBNTH S'l'REEI', N.W. 20006
DALLAS omCll 1117 MAIN SI'R1lIlT SUITE 3700 n20l
August 9, 1994
J.P. Morgan Securities Inc.
227 West Monroe Street
Chicago,IL 60606
Re: $6,000,000 Community Redevelopment Agency of the City of Sanford,
Florida Communitv Redevelopment Revenue Bonds. Series 1994A
Ladies and Gentlemen:
In connection with the issuance by the Community Redevelopment Agency of
the City of Sanford, Florida ("the Issuer") of its $6,000,000 aggregate principal amount
of Community Redevelopment Revenue Bonds, Series 1994A (the "Bonds") pursuant
to Resolution 93-2 adopted by the Issuer on September 27, 1993 as amended and
supplemented on July II, 1994 and July 25,1994 (the "Bond Resolution") and which
are being delivered to you (the "Underwriter") today pursuant to the Purchase Contract
dated July 25, 1994, with the Issuer (the "Purchase Contract"), we, as counsel for the
Underwriter, have examined and relied upon the following:
(a) A certified copy of the Bond Resolution;
(b) An executed copy of the Official Statement of the City dated July 25, 1994
(the "Official Statement");
(d) An executed copy of the Purchase Contract; and
(e) Such other matters as we have deemed necessary to render the opinions
contained herein.
In accordance with our understanding with you, we rendered legal advice and
assistance to you in the course of your investigation pertaining to, and your
participation in the preparation of, the Official Statement and the issuance and sale of
the Bonds. Rendering such assistance involved, among other things, discussions and
inquiries concerning various legal and related subjects, and reviews of and reports on
J130477-1
certain documents and proceedings. As counsel to the Underwriter, we also
participated in the preparation of the Official Statement and in conferences with your
representatives and those of the Issuer, during which the contents of the Official
Statement and related matters were discussed and reviewed.
The limitations inherent in the process ofindependently verifying factual matters
are such that, other than as expressly provided herein, we assume no responsibiUty for
the accuracy, completeness or fairness of the statements contained in the Official
Statement, and we express no opinion or belief as to the financial statements or other
financial and statistical data contained in or appended to the Official Statement or as
to information regarding The Depository Trust Company and The Depository Trust
Company's book-entry system or information as to AMBAC Indemnity Corporation
contained in the Official Statement. We have also assumed, but have not independently
verified, that the signatures on all documents and certificates that we have examined
were genuine.
On the basis ofthe information developed in the course of the performance of the
services referred to above and without having undertaken to determine independently
the accuracy or completeness of the statements contained in the Official Statement,
subject to the limitations expressed in the preceding paragraph, we hereby advise you,
that we have no reason to believe that the Official Statement (except for financial and
statistical information or summaries of such information included therein or appended
thereto, the information contained under the caption "Municipal Bond Insurance" and
in the Appendices and the information regarding The DepOSitory Trust Company and
The Depository Trust Company's book-entry system included therein, as to which we
express no view) as of its date contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements included therein, in
light of the circumstances under which they were made, not misleading.
In addition, we are of the opinion that the Bonds are not subject to the
registration requirements of the Securities Act of 1933, as amended, and the Bond
Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939,
as amended.
This letter is furnished to you by us as counsel for the Underwriter and is solely
for your benefit.
Very truly yours,
-/~);/~ .j.5~
J13Q477.1
- 2 -
$6,000,000
Community Redevelopment Agency
of the City of Sanford, Florida
Community Redevelopment Revenue Bonds
Series 1994A
NON ARBITRAGE CERTIFICATE
The undersigned, Bettye D. smith, Chairman of the Community
Redevelopment Agency of the City of Sanford, Florida (the
"Agency"), being duly charged, with others, with the responsibility
for issuing the Agency's $6,000,000 Community Redevelopment Revenue
Bonds, Series 1994A (the "Series 1994A Bonds"), HEREBY CERTIFIES,
pursuant to section 148 of the Internal Revenue Code of 1986, as
amended (the "Code") and sections 1.148-0 through 1.148-11 of the
Income Tax Regulations (the "Regulations"), as follows:
1. The Series 1994A Bonds are being issued pursuant to the
Constitution and laws of the State of Florida, including Chapter
163, Part III, Florida statutes, as amended, and Resolution 93-2,
adopted by the Agency on September 27, 1993, as amended by
Resolution 94-1, adopted by the Agency on July 11, 1994, as amended
and supplemented (collectively, the "Resolution"). The proceeds of
the Series 1994A Bonds will be used for the following purposes:
(a) to pay the costs of constructing certain public
infrastructure improvements (including capitalized interest)
within the Agency's Redevelopment Project Area (the
"Project");
(b) to purchase for deposit to the Senior Lien Reserve
Account (the "Reserve Account") within the Senior Lien Debt
Service Fund (the "Debt Service Fund") a debt service reserve
fund surety bond (the "Reserve Policy") in an amount equal to
the Reserve Requirement for the Series 1994A Bonds issued by
AMBAC Indemnity Corporation ("AMBAC");
(c) to pay AMBAC a premium for insuring the Series 1994A
Bonds;
(d) to pay the costs of issuing the Series 1994A Bonds
(the "Issuance Expenses"); and
(e) to
from August
Interest").
pay interest accruing on the Series 1994A Bonds
1, 1994 to August 9, 1994 (the "Accrued
Unless otherwise specifically defined, all capitalized terms used
in this Certificate shall have the meanings as those set forth in
the Resolution.
No. 4
"
2. On the basis of the facts, estimates and circumstances in
existence on the date hereof, I reasonably expect the following
with respect to the Series 1994A Bonds being issued this day and as
to the use of the proceeds thereof:
(a) Sale Proceeds of the Series 1994A Bonds in the
amount of $5,965,000.00 (representing $6,000,000 par amount of
the Series 1994A Bonds, less Original Issue Discount of
$35,000.00) are expected to be needed and fully expended as
follows:
(i) $353,129.45 of said proceeds will be used to
pay Issuance Expenses (including Underwriters' Discount) ;
(ii) $50,000.00 of said proceeds will be applied to
pay AMBAC a premium for the Reserve Policy which will
satisfy the Reserve Requirement for the Series 1994A
Bonds;
(iii) $62,477.79 of said proceeds will be paid on
the date hereof to AMBAC as a premium for Bond Insurance
for the Series 1994A Bonds;
(iv) $4,748,707.32 of said proceeds will be
deposited in the Construction Fund and expended, together
with the investment earnings thereon, to pay Project
costs; and
(v) $750,685.44 will also be deposited to the
Interest Account of the Debt Service Fund to pay interest
on the Series 1994A Bonds through December 1, 1996.
In addition, Accrued Interest in the amount of $7,708.11 will
be deposited in the Interest Account of the Debt Service Fund
and used to pay a portion of the interest due on the Series
1994A Bonds on December 1, 1994.
(b) The total proceeds to be received from the sale of
the Series 1994A Bonds, together with anticipated investment
earnings thereon, do not exceed the total of the amount
necessary for the purposes described above.
(c) The Agency does not expect to sell or otherwise
dispose of any property comprising a part of the Project
financed with the proceeds of the Series 1994A Bonds prior to
the final maturity date of the Series 1994A Bonds, except such
minor parts or portions thereof as may be disposed of due to
normal wear, obsolescence, or depreciation in the ordinary
course of business.
3. Binding contracts or commitments obligating the expen-
diture of not less than 5 percent of the Sale Proceeds of the
Series 1994A Bonds toward the cost of the Project will be entered
2
into by the Agency within 6 months from the date hereof. Work on
the acquisition and construction of the Project and the allocation
of the Sale Proceeds of the Series 1994A Bonds to the costs of the
Project will proceed with due diligence. It is expected that the
Project will be completed and at least 85 percent of the Sale
Proceeds of the Series 1994A Bonds will be allocated to Project
expenditures within three years of the date hereof.
4. Not more than 50 percent of the proceeds of the Series
1994A Bonds will be invested in obligations having a substantially
guaranteed yield for 4 years or more.
5. The Resolution requires the Agency to have on deposit in
the Reserve Account for the Series 1994A Bonds an amount equal to
the Reserve Requirement. Amounts in the Reserve Account are to be
used to make payments of principal, interest, and Amortization
Installments on Series 1994A Bonds when other moneys available
therefor are insufficient. The Reserve Requirement is equal to the
lesser of (i) the maximum annual Debt Service Requirement for the
Series 1994A Bonds, (ii) 125 percent of average annual Debt Service
Requirement for the Series 1994A Bonds, and (iii) 10 percent of the
principal amount of the Series 1994A Bonds. The Agency will
satisfy the Reserve Requirement through the purchase of the Reserve
Policy. J.P. Morgan Securities, Inc. (the "Underwriter"), the
underwriter of the Series 1994A Bonds, has advised the Agency in a
letter attached as Exhibit A hereto that the funding of the Reserve
Account in the amount of the Reserve Requirement was a vital factor
in marketing the Series 1994A Bonds at an interest rate comparable
to other bond issues of a similar type, and was a requirement for
securing Bond Insurance for the Series 1994A Bonds.
6. There are no funds or accounts established pursuant to
the Resolution or otherwise, other than the Principal Account,
Interest Account, Redemption Account and Reserve Account of the
Debt Service Fund, which are reasonably expected to be used to pay
debt service on the Series 1994A Bonds, or which are pledged as
collateral for the Series 1994A Bonds (or subject to a negative
pledge) and for which there is a reasonable assurance on the part
of the bondholders or AMBAC that amounts therein will be available
to pay debt service on the Series 1994A Bonds if the Agency
encounters financial difficulties.
7. Except for preliminary expenditures, such as
architectural, engineering, surveying, soil testing, and similar
costs, proceeds of the Series 1994A Bonds will not be used to
reimburse the Agency for Project costs paid prior to July 11, 1994.
8. The Principal, Interest, and Redemption Accounts (other
than capitalized interest deposited therein) of the Debt Service
Fund will be used primarily to achieve a proper matching of the
pledged tax increment revenues of the Agency and debt service on
the Series 1994A Bonds within each Bond Year and amounts deposited
thereto will be depleted at least once a year except for any
3
carryover amount which will not in the aggregate exceed the greater
of (A) the earnings on such fund for the immediately preceding Bond
Year, or (B) one-twelfth of the debt service on the Series 1994A
Bonds for the immediately preceding Bond Year.
9. The following represents
with respect to the investment
aforementioned funds and accounts:
the expectations of the Agency
of funds on deposit in the
(a) Proceeds derived from the sale of the Series 1994A
Bonds to be applied to pay Issuance Expenses may be invested
at an unrestricted yield for a period not to exceed three
years from the date hereof;
(b) Proceeds derived from the sale of the Series 1994A
Bonds deposited in the Construction Fund to pay Project costs
and deposited in the Interest Account to pay capitalized
interest may be invested at an unrestricted yield for a period
not to exceed three years from the date hereof;
(c) Investment earnings on obligations acquired with
amounts described in subparagraphs (a) and (b) above, may be
invested at an unrestricted yield for a period of three years
from the date hereof or one year from the date of receipt,
whichever period is longer;
(d) Amounts described in subparagraphs (a) through (c)
that may not be invested at an unrestricted yield pursuant to
such subparagraphs, may be invested at an unrestricted yield
to the extent such amounts do not exceed $100,000 (the "Minor
Portion");
(e) Amounts described in subparagraph (d), not invested
at an unrestricted yield pursuant to such subparagraph, shall
be invested at a yield not in excess of the yield on the
Series 1994A Bonds plus 1/8 of one percentage point;
(f) All amounts deposited in the principal, Interest,
and Redemption Accounts of the Debt Service Fund (including
the Accrued Interest but excluding capitalized interest) may
be invested at an unrestricted yield for a period of thirteen
months from the date of deposit of such amounts to such Fund.
Investment earnings with respect to amounts on deposit in such
accounts in the Debt Service Fund which are retained therein
may be reinvested at an unrestricted yield for a period of
thirteen months from the date of receipt of the amount earned.
It is expected that all such investment earnings will be used
within thirteen months of their receipt to pay principal or
interest on the Series 1994A Bonds;
(g) Amounts described in subparagraph (f) not invested
at an unrestricted yield pursuant to such subparagraph, may be
invested at an unrestricted yield to the extent such amount
4
does not exceed the Minor Portion reduced by the amounts
described in subparagraph (d) that are invested at a yield in
excess of the yield on the Series 1994A Bonds; and
(h) Amounts described in subparagraph (g) that may not
be invested at an unrestricted yield pursuant to such
subparagraph shall be invested at a yield not in excess of the
yield on the Series 1994A Bonds or invested in tax-exempt
obligations under section 103(a) of the Code the interest on
which is not an item of preference within the meaning of
section 57(a) (5) of the Code.
10. For purposes of this Certificate, "yield" means that
yield which when used in computing the present worth of all
payments of principal and interest to be paid on an obligation
produces an amount equal to the purchase price of such obligation.
The $112,477.79 paid as premiums for the Bond Insurance and the
Reserve Policy is treated as additional interest paid on the Series
1994A Bonds in computing the yield of the Series 1994A Bonds. The
yield on obligations acquired with the proceeds derived from the
sale of the Series 1994A Bonds and from amounts deposited in the
Debt Service Fund and the yield on the Series 1994A Bonds shall be
calculated by the use of the same frequency interval of compounding
interest. In the case of the Series 1994A Bonds, the purchase
price is the initial offering price to the public (excluding bond
houses, brokers and other intermediaries) at which price at least
10% of each maturity of the Series 1994A Bonds was sold to the
public. Such initial offering price for the Series 1994A Bonds is,
in the aggregate, $5,965,000.00, plus Accrued Interest, as repre-
sented in a letter from the Underwriter attached as Exhibit A
hereto. Any investments acquired with amounts that may not be
invested at an unrestricted yield pursuant to paragraph 9 above
shall be purchased at prevailing market prices and shall be limited
to securities for which there is an established market, shall be
united States Treasury Obligations - State and Local Government
Series, or shall be tax-exempt obligations under 103(a) of the Code
the interest on which is not an item of tax preference within the
meaning of section 57(a) (5) of the Code. In accordance with such
meaning of the term yield, the yield on the Series 1994A Bonds has
been determined by the Underwriter to be not less than 6.139011%.
11. The present value of $112,477.79 paid as premiums for the
Bond Insurance and the Reserve Policy is less than the present
value of the interest reasonably expected to be saved as a result
of such insurance, as represented in a letter to the Agency from
the Underwriter attached as Exhibit A hereto. In determining such
present value savings, the yield on the Series 1994A Bonds was used
as the discount rate. In addition, AMBAC has made certain
representations with respect to the Bond Insurance and the Reserve
Policy in a letter attached as Exhibit B hereto.
12. No portion of the proceeds of the Series 1994A Bonds will
be used as a substitute for other moneys of the Agency which were
5
otherwise to be used to acquire or construct the Project and which
have been or will be used to acquire directly or indirectly,
obligations producing a yield in excess of the yield on the Series
1994A Bonds.
13. The weighted average maturity of the Series 1994A Bonds
does not exceed 120 percent of the reasonably expected economic
life of the Project to be financed with the proceeds of the Series
1994A Bonds (within the meaning of section 147(b) of the Code.
14. Neither the Agency nor any person related to the Agency
has entered or is expected to enter into any hedging transaction
(such as an interest rate swap, cap or collar transaction) with
respect to the Series 1994A Bonds.
15. There are no other obligations of the Agency that (i) are
being sold at substantially the same time as the Series 1994A Bonds
(within 15 days); (ii) are being sold pursuant to a common plan of
financing together with the Series 1994A Bonds, and (iii) will be
paid out of substantially the same source of funds (or will have
substantially the same claim to be paid out of substantially the
same source of funds) as the Series 1994A Bonds.
16. The Agency has covenanted in the Resolution that so long
as the Series 1994A Bonds remain outstanding, the moneys on deposit
in any fund or account maintained in connection with the Series
1994A Bonds will not be used in any manner that would cause the
Series 1994A Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code and the Regulations. Accordingly, the
Agency shall comply with the guidelines and instructions in the
Arbitrage Letter of Instructions from Bond Counsel, dated the date
hereof, by which the Agency shall, except as otherwise provided in
such Letter of Instructions, payor cause to be paid to the United
States an amount equal to the sum of (i) the excess of the aggre-
gate amount earned from the investment of "Gross Proceeds" of the
Series 1994A Bonds from the date of issue over the amount that
would have been earned if such amounts had been invested at a yield
equal to the yield on the Series 1994A Bonds, plus (ii) the income
or earnings attributable to the excess amount described in (i).
See Exhibit C attached hereto.
17. The Agency is not aware of any facts or circumstances
that would cause it to question the accuracy of the representations
made by Underwriter in its letter attached as Exhibit A hereto or
the representations made by AMBACin its letter attached as Exhibit
B hereto.
18. To the best of my knowledge, information and belief, the
above expectations are reasonable.
6
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
of August, 1994.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
By: rf!!1t ~- ~;ti.
Chai n
7
EXHIBIT A
August 9, 1994
Chairman and Members
Community Redevelopment Agency
of the City of Sanford, Florida
Sanford, Florida
Re: $6,000,000 Community Redevelopment Agency of the City of
Sanford, Florida Community Redevelopment Revenue Bonds,
Series 1994A
Ladies and Gentlemen:
The undersigned, as representative of the underwriter in
connection with the sale of the above-referenced Series 1994A
Bonds, hereby represents that:
1. All of the Series 1994A Bonds have been the subject of an
initial offering to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of under-
writers or wholesalers), made pursuant to the Bond Purchase Agree-
ment between the Community Redevelopment Agency of the City of
Sanford, Florida (the "Agency") and the underwriter, at prices no
higher than, or yields no lower than, those shown on the cover of
the Official Statement relating to the Series 1994A Bonds. To the
best of our knowledge, based on our records and other information
available to us which we believe to be correct, at least 10% of the
Series 1994A Bonds of each maturity were sold to the public
(excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at such
prices.
2. The funding of the Reserve Account (through the purchase
of the Reserve POlicy) securing the Series 1994A Bonds in an amount
equal to the Reserve Requirement was a vital factor in marketing
the Series 1994A Bonds and facilitated the marketing of the Series
1994A Bonds at an interest rate comparable to that of other bond
issues of a similar type, and was a requirement for obtaining Bond
Insurance.
A-1
3 . The present value of the premiums paid to obtain the Bond
Insurance and the Reserve Policy from AMBAC Indemnity corporation
("AMBAC") is less than the present value of the interest reasonably
expected to be saved as a result of the insurance. In determining
such present value savings, the yield of the Series 1994A Bonds was
used as the discount rate. It is not reasonably expected that
AMBAC will be called upon to make any payment under the Bond
Insurance or Reserve Policy.
We understand that Bond Counsel may rely upon the
representations contained in this letter, among other things, in
rendering its opinion that interest on the Series 1994A Bonds is
excluded from gross income for Federal income tax purposes.
J.P. MORGAN SECURITIES, INC.
BY&~
A-2
EXHIBIT B
CERTIFICATE OF BOND INSURER
In connection with the issuance of $6,000,000 in aggregate principal amount of the
Community Redevelopment Agency of the City of Sanford, Florida (the "Issuer"), Community
Redevelopment Revenue Bonds, Series 1994A dated August 1, 1994 (the "Bonds"), AMBAC
Indemnity Corporation ("AMBAC") is issuing a surety bond (the "Surety Bond") and a municipal
bond insurance policy and endorsement thereto (the "Insurance Policy"). The Surety Bond
guarantees payment of an amount not to exceed $612,000 to fund the Reserve Requirement (as
defined in the Surety Bond) with respect to the Bonds, all as more fully set out in the Surety
Bond, and the Insurance Policy guarantees 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 AMBAC to pay the
scheduled payments of interest and principal on the Bonds in the event a draw on the Senior Lien
Reserve Account is required under the Resolution 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 Insurance Policy is an unconditional and recourse obligation of 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;
(iii) the premiums of $50,000.00 for the Surety Bond and $62,477.79 for the Insurance
Policy were 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 the Insurance Policy,
and represent a reasonable charge for the transfer of credit risk;
(iv) no portion of such premiums 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;
(v) we are not co-obligors on the Bonds and we do not reasonably expect that we will be
called upon to make any payment under the Surety Bond or the Insurance Policy;
(vi) the Issuer is not entitled to a refund of any portion of the premiums for the Surety
Bond or the Insurance Policy in the event a Bond is retired before maturity or otherwise;
(vii) we would not have issued the Insurance Policy in the absence of a Senior Lien
Reserve Account of the size and type established under the Resolution, and it is normal and
customary to require a debt service reserve account of such a size and type in similar transactions;
and
(viii) we do not reasonably expect that the project will not be completed or that the issuer will
not satisfY the temporary period requirements ofTreasury Regulation Section 1.148- 2( e X2).
IN WITNESS WHEREOF, AMBAC Indemnity Corporation has caused this certificate to
be executed in its name on this 9th day of August, 1994, by one of its officers duly authorized as
of such date.
Dated: August 9, 1994
AMBAC INDEMNITY CORPORATION
By: ~Mc~on~
Vice President and
Assistant General Counsel
EXHIBIT C
August 9, 1994
Chairman and Members
Community Redevelopment Agency
of the City of Sanford, Florida
sanford, Florida
Re: $6,000,000 Community Redevelopment Agency of the city of
Sanford, Florida community Redevelopment Revenue Bonds,
Series 1994A
Ladies and Gentlemen:
This letter instructs you as to certain requirements of
section 148 of the Internal Revenue Code of 1986, as amended (the
"Code"), with respect to the $6,000,000 Community Redevelopment
Agency of the city of Sanford, Florida, Community Redevelopment
Revenue Bonds, Series 1994A (the "Series 1994A Bonds"). capi-
talized terms used in this letter, not otherwise defined herein,
shall have the same meanings as set forth in the Agency's Non
Arbitrage certificate (the "Non Arbitrage certificate") executed on
the date hereof.
This letter is intended to provide you with general guidance
regarding compliance with section 148(f) of the Code. Because the
requirements of the Code are subject to amplification and clarifi-
cation, you should seek supplements to this letter from time to
time to reflect any additional or different requirements of the
Code. In particular, you should be aware that regulations imple-
menting the rebate requirements of section 148 (f) (the "Regula-
tions") have been issued by the United States Treasury Department.
This complex set of regulations will, by necessity, be subject to
continuing interpretation and clarification through future rulings
or other announcements of the united States Treasury Department.
You should seek further advice of Bond Counsel as to the effect of
any such future interpretations before the computation and payment
of any arbitrage rebate.
For the purposes of this Letter, (i) any instructions relating
to a fund or account shall be deemed to apply only to the portion
of such fund or account allocable to the Series 1994A Bonds and
(ii) any reference to "the date hereof" shall be deemed to mean
August 9, 1994.
Section 1. Tax Covenants. Pursuant to certain resolutions
adopted by the Agency (collectively, the "Resolution"), the Agency
C-1
has made certain covenants designed to assure that interest with
respect to the Series 1994A Bonds is and shall remain excluded from
gross income for federal income tax purposes. The Agency has
agreed, and by this Letter does hereby covenant, that it will not
directly or indirectly use or permit the use of any proceeds of the
Series 1994A Bonds or any other funds or take or omit to take any
action that would cause the Series 1994A Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code and that would
cause interest on the Series 1994A Bonds to be included in gross
income for federal income tax purposes under the provisions of the
Code. You have further agreed by this letter to comply with all
other requirements as shall be determined by Bond Counsel (as
hereinafter defined) to be necessary or appropriate to assure that
interest on the Series 1994A Bonds will be excluded from gross
income for federal income tax purposes. To that end, the Agency
will comply with all requirements of section 148 of the Code to the
extent applicable to the Series 1994A Bonds. In the event that at
any time the Agency is of the opinion that for purposes of this
section 1 it is necessary to restrict or to limit the yield on the
investment of any moneys held by the Agency, the Agency shall take
such action as may be necessary.
section 2. Definitions. Unless the context otherwise
requires, in addition to the use of the terms defined in the Non
Arbitrage Certificate, the fOllowing capitalized terms have the
following meanings:
"Bond Counsel" shall mean Bryant, Miller and Olive, P.A., or
other nationally recognized bond counsel.
"Bond Year" shall mean the one year period that ends at the
close of business on the day in the calendar year that is selected
by the Agency. The first and last bond years may be short periods.
"Bond Yield" shall mean that discount rate that, when used in
computing the present value on the Delivery Date of all uncondi-
tionally payable payments of principal, interest, retirement price,
and Qualified Guarantee payments paid and to be paid on the Series
1994A Bonds, produces an amount equal to the present value on the
Delivery Date, using the same discount rate, of the aggregate Issue
Price of the Series 1994A Bonds. Yield is computed under the
Economic Accrual Method using any consistently applied compounding
interval of not more than one year. Short first and last compound-
ing intervals may be used. Other reasonable, standard financial
conventions, such as the 30 days per month/360 days per year
convention, may be used in computing yield but must be consistently
applied.
"Code" shall
amended, and the
thereunder.
mean the Internal Revenue Code of 1986, as
applicable Treasury Regulations promulgated
C-2
"Computation Date" shall mean any date selected by the Agency
as a computation date pursuant to section 1.148-3 (e) of the
Regulations, and the Final Computation Date.
"Computation Credit Amount" means an amount, as of each
Computation Credit Date, equal to $1,000.
"Computation Credit Date" means the last day of each Bond Year
during which there are amounts allocated to Gross Proceeds of the
Series 1994A Bonds that are subject to the rebate requirement of
section 148(f) of the Code, and the Final Computation Date.
"Delivery Date" shall mean August 9, 1994.
"Economic Accrual Method" shall mean the method of computing
yield that is based on the compounding of interest at the end of
each compounding period (also known as the constant interest method
or the actuarial method).
"Final Computation Date" shall mean the date that the last
bond that is part of the Series 1994A Bonds is discharged.
"Gross Proceeds" shall mean with respect to the Series 1994A
Bonds, any proceeds of the Series 1994A Bonds and any funds (other
than the proceeds of the Series 1994A Bonds) that are a part of a
reserve or replacement fund for the issue, which amounts include
amounts which are (A) actually or constructively received by the
Agency from the sale of the Series 1994A Bonds (other than amounts
used to pay Accrued Interest on the Series 1994A Bonds as set forth
in the Non Arbitrage certificate); (B) treated as transferred
proceeds (as defined in Section 1.148-9(b) of the Regulations);
(C) treated as Replacement Proceeds under section 1.148-1(c) of the
Regulations; (D) invested in a reasonably required reserve or
replacement fund (as defined in Section 1.148-2(f) of the Regula-
tions); (E) pledged by the Agency as security for payment of debt
service on the Series 1994A Bonds; (F) received with respect to
obligations acquired with proceeds of the Series 1994A Bonds;
(G) used to pay debt service on the Series 1994A Bonds; and
(H) otherwise received as a result of investing any proceeds of the
Series 1994A Bonds. The determination of whether an amount is
included within this definition shall be made without regard to
whether the amount is credited to any fund or account established
under the Resolution or (except in the case of an amount described
in (E) above) whether the amount is subject to the pledge of such
instrument.
"Guaranteed Investment Contract" means any Nonpurpose Invest-
ment that has specifically negotiated withdrawal or reinvestment
provisions and a specifically negotiated interest rate, and also
includes any agreement to supply investments on two or more future
dates (e.g., a forward supply contract).
C-3
"Installment Payment Date" shall mean a Computation Date that
is not later than 5 years after the Delivery Date and subsequent
Computation Dates which occur no later than 5 years after the
immediately preceding Installment Payment Date.
"Investment Property" shall mean any security or obligation,
any annuity contract or other investment-type property within the
meaning of section 148 (b) (2) of the Code. The term Investment
Property shall not include any obligation the interest on which is
excluded from gross income (other than a Specified Private Activity
Bond within the meaning of Section 57{a) (5) (C) of the Code) and
shall not include an obligation that is a one-day certificate of
indebtedness issued by the united States Treasury pursuant to the
Demand Deposit State and Local Government Series Program described
in 31 CFR, part 344.
"Issue Price" shall mean, with respect to each bond compr~s~ng
the Series 1994A Bonds, the issue price for such bond set forth in
the letter from J.P. Morgan Securities, Inc., the underwriter of
the Series 1994A Bonds, attached as Exhibit A to the Non Arbitrage
certificate.
"Issue Yield" shall mean the Bond Yield unless the Series
1994A Bonds are described in Section 1.148-4{b) (3) or (4) of the
Regulations, in which case, the Issue Yield shall be the Bond Yield
as recomputed in accordance with such provisions of the
Regulations.
"Nonpurpose Investment" shall mean any Investment Property in
which Gross Proceeds are invested, other than any Purpose Invest-
ment as defined in section 1.148-1 (b) of the Regulations. For
purposes of this Letter, Investment Property acquired with amounts
deposited in the Debt Service Fund to be used to pay debt service
on the Series 1994A Bonds within 13 months of the date of deposit
therein shall be disregarded.
"Nonpurpose Payment" shall, with respect to a Nonpurpose
Investment allocated to the Series 1994A Bonds, include the
following: (1) the amount actually or constructively paid to
acquire the Nonpurpose Investment, (2) the Value of an investment
not acquired with Gross Proceeds on the date such investment is
allocated to the Series 1994A Bonds, and (3) any payment of
Rebatable Arbitrage to the United States Government not later than
the date such amount was required to be paid. In addition, the
Computation Credit Amount shall be treated as a Nonpurpose Payment
with respect to the Series 1994A Bonds on each Computation Credit
Date.
"Nonpurpose Receipt" shall mean any receipt or payment with
respect to a Nonpurpose Investment allocated to the Series 1994A
Bonds. For this purpose the term "receipt" means any amount
actually or constructively received with respect to the investment.
C-4
In the event a Nonpurpose Investment ceases to be allocated to the
Series 1994A Bonds other than by reason of a sale or retirement,
such Nonpurpose Investment shall be treated as if sold on the date
of such cessation for its Value. In addition, the Value of each
Nonpurpose Investment at the close of business on each Computation
Date shall be taken into account as a Nonpurpose Receipt as of such
date, and each refund of Rebatable Arbitrage pursuant to section
1.148-3 (i) of the Regulations shall be treated as a Nonpurpose
Receipt.
"Qualified Guarantee" shall mean the Municipal Bond Insurance
POlicy and the Debt Service Reserve Fund Policy issued by AMBAC
Indemnity Corporation in connection with the Series 1994A Bonds.
"Rebatable Arbitrage" shall mean as of any Computation Date
the excess of the future value of all Nonpurpose Receipts with
respect to the Series 1994A Bonds over the future value of all
Nonpurpose payments with respect to the Series 1994A Bonds. The
future value of a Nonpurpose Payment or a Nonpurpose Receipt as of
any Computation Date is determined using the Economic Accrual
Method and equals the value of that payment or receipt when it is
paid or received (or treated as paid or received), plus interest
assumed to be earned and compounded over the period at a rate equal
to the Issue Yield, using the same compounding interval and
financial conventions used in computing that yield.
"Retirement Price" shall mean, with respect to a bond, the
amount paid in connection with the retirement or redemption of the
bond.
"Value" means value as determined under section 1.148-5(d) of
the Regulations for investments.
section 3. Rebate Reauirement.
(a) Pursuant to this Letter there shall be established
a fund separate from any other fund established and maintained
under the Resolution designated the Rebate Fund (the "Rebate
Fund"). The Agency shall administer or cause to be admin-
istered the Rebate Fund and invest any amounts held therein in
Nonpurpose Investments. Moneys shall not be transferred from
the Rebate Fund except as provided in this section 3.
(b) Unless one or more of the Spending Exceptions to
Rebate described in Appendix I to this letter are applicable
to all or a portion of the Gross Proceeds of the Series 1994A
Bonds, the Agency specifically covenants that it will payor
cause to be paid to the United States Government the following
amounts:
(1) No later than 60 days after each Installment
Payment Date, an amount which, when added to the future
C-5
value of all previous rebate payments made with respect
to the Series 1994A Bonds, equals at least 90 percent of
the Rebatable Arbitrage calculated as of each such
Installment Payment Date; and
(2) No later than GO days after the Final Computa-
tion Date, an amount which, when added to the future
value of all previous rebate payments made with respect
to the Series 1994A Bonds, equals 100 percent of the
Rebatable Arbi,trage as of the Final Computation Date.
(c) Any payment of Rebatable Arbitrage made within the
GO-day period described in section 3(b)(1) and (2) above may
be treated as paid on the Installment Payment Date or Final
computation date to which it relates.
(d) On or before 55 days following each Installment
Payment Date and the Final Computation Date, the Agency shall
determine the amount of Rebatable Arbitrage to be paid to the
united states Government as required by section 3(b) of this
Letter. Upon making this determination, the Agency shall take
the following actions:
(1) If the amount of Rebatable Arbitrage is
calculated to be positive, deposit the required amount of
Rebatable Arbitrage to the Rebate Fund;
(2) If the amount of Rebatable Arbitrage is
calculated to be negative and money is being held in the
Rebate Fund, transfer from the Rebate Fund the amount on
deposit in such fund; and
(3) On or before 60 days following the Installment
Payment Date or Final Computation Date, pay the amount
described in section 3(b) of this Letter to the United
States Government at the Internal Revenue Service Center,
Philadelphia, pennsylvania 19255. Payment shall be
accompanied by Form S03S-T. A rebate payment is paid
when it is filed with the Internal Revenue Service at the
above location.
(e) The Agency shall keep proper books of record and
accounts containing complete and correct entries of all
transactions relating to the receipt, investment, disburse-
ment, allocation and application of the money related to the
Series 1994A Bonds, including money derived from, pledged to,
or to be used to make payments on the Series 1994A Bonds.
Such records shall specify the account or fund to which each
investment (or portion thereof) held by the Agency is to be
allocated and shall set forth, in the case of each investment
security, (a) its purchase price; (b) nominal rate of inter-
est; (c) the amount of accrued interest purchased (included in
C-6
the purchase price); (d) the par or face amount; (e) maturity
date; (f) the amount of original issue discount or premium (if
any); (g) the type of Investment Property; (h) the frequency
of periodic payments; (i) the period of compounding; (j) the
yield to maturity; (k) date of disposition; (1) amount
realized on disposition (including accrued interest); and
(m) market price data sufficient to establish the fair market
value of any Nonpurpose investment as of any Computation Date,
and as of the date such Nonpurpose Investment becomes
allocable to, or ceases to be allocable to, Gross Proceeds of
the Series 1994A Bonds.
section 4. Prohibited Investments and DisDositions.
(a) No Investment Property shall be acquired with Gross
Proceeds for an amount (including transaction costs) in excess
of the fair market value of such Investment Property. No
Investment Property shall be sold or otherwise disposed of for
an amount (including transaction costs) less than the fair
market value of the Investment Property.
(b) For purposes of subsection 4(a), the fair market
value of any Investment Property for which there is an
established market shall be determined as provided in sub-
section 4(c). Except as otherwise provided in subsections
4(e) and (f), any market especially established to provide
Investment Property to an issuer of governmental obligations
shall not be treated as an established market.
(c) The fair market value of any Investment Property for
which there is an established market is the price at which a
willing buyer would purchase the investment from a willing
seller in a bona fide, arm's-length transaction. Fair market
value is generally determined on the date on which a contract
to purchase or sell the Investment property becomes binding
(i.e., the trade date rather than the settlement date). If a
United States Treasury obligation is acquired directly from or
disposed of directly to the United States Treasury, such
acquisition or disposition shall be treated as establishing a
market for the obligation and as establishing the fair market
value of the obligation.
(d) Except to the extent provided in subsections (e) and
(f), any Investment Property for which there is not an estab-
lished market shall be rebuttably presumed to be acquired or
disposed of for a price that is not equal to its fair market
value.
(e) In the case of a certificate of deposit that has a
fixed interest rate, a fixed payment schedule, and a substan-
tial penalty for early withdrawal, the purchase price of such
a certificate of deposit is treated as its fair market value
C-7
on its purchase date if the yield on the certificate of
deposit is not less than (1) the yield on reasonably compar-
able direct obligations of the united states; and (2) the
highest yield that is published or posted by the provider to
be currently available from the provider on reasonably
comparable certificates of deposit offered to the public.
(f)
Contract
date if:
The purchase price of a Guaranteed Investment
is treated as its fair market value on the purchase
(1) The Agency makes a bona fide solicitation for
the Guaranteed Investment Contract with specified
material terms and receives at least 3 qualifying from
different reasonably competitive providers of Guaranteed
Investment Contracts that have no material financial
interest in the Series 1994A Bonds;
(2) The Agency purchases the highest-yielding
Guaranteed Investment Contract for which a qualifying bid
is made (determined net of broker's fees);
(3) The determination of the terms of the Guaran-
teed Investment Contract takes into account as a signifi-
cant factor the Agency's reasonably expected drawdown
schedule for the funds to be invested, exclusive of float
funds and reasonably required reserve and replacement
funds;
(4) The collateral security requirements for the
Guaranteed Investment Contract are reasonable, based on
all the facts and circumstances;
(5) The obligor of the Guaranteed Investment
Contract certifies those administrative costs that it is
paying (or expects to pay) to third parties in connection
with the contract; and
(6) The yield on the Guaranteed Investment Contract
is not less than the yield currently available from the
obligor on reasonably comparable investment contracts
offered to other persons, if any, from a source of funds
other than Gross Proceeds of tax-exempt bonds.
section 5. Accountina for Gross Proceeds. In order to
perform the calculations required by the Code and the Regulations,
it is necessary to track the investment and expenditure of all
Gross Proceeds. To that end, the Agency must adopt a reasonable
and consistently applied method of accounting for all Gross
Proceeds.
C-8
section 6. Administrative Costs of Investments.
(a) Except as otherwise provided in this Section, an
allocation of Gross Proceeds of the Series 1994A Bonds to a
payment or receipt on a Nonpurpose Investment is not adjusted
to take into account any costs or expenses paid, directly or
indirectly, to purchase, carry, sell or retire the Nonpurpose
Investment (administrative costs). Thus, administrative costs
generally do not increase the payments for, or reduce the
receipts from, Nonpurpose Investments.
(b) In determining payments and receipts on Nonpurpose
Investments, Qualified Administrative Costs are taken into
account by increasing payments for, or reducing the receipts
from, the Nonpurpose Investments. Qualified Administrative
Costs are reasonable, direct administrative costs, other than
carrying costs, such as separately stated brokerage or selling
commissions, but not legal and accounting fees, recordkeeping,
custody, and similar costs. General overhead costs and
similar indirect costs of the Agency such as employee salaries
and office expenses and costs associated with computing
Rebatable Arbitrage are not Qualified Administrative Costs
(c) Qualified Administrative Costs include all reason-
able administrative costs, without regard to the limitation on
indirect costs stated in subsection (b) above, incurred by:
(i) A publicly offered regulated investment company
(as defined in Section 67(c) (2) (B) of the Code); and
(ii) A commingled fund in which the Agency and any
related parties do not own more than 10 percent of the
beneficial interest in the fund.
(d) For a Guaranteed Investment Contract, a broker's
commission paid on behalf of either the Agency or the provider
is not a Qualified Administrative Cost to the extent that the
commission exceeds 0.05 percent of the amount reasonably
expected to be invested per year.
Section 7. Records: Bond Counsel Opinion.
(a) The Agency shall retain all records with respect to
the calculations and instructions required by this Letter for
at least 6 years after the date on which the last of the
principal of and interest on the Series 1994A Bonds has been
paid, whether upon maturity, redemption or acceleration
thereof.
(b) Notwithstanding any provisions of this Letter, if
the Agency shall be provided an opinion of Bond Counsel that
any specified action required under this Letter is no longer
C-9
required or that some further or different action is required
to maintain or assure the exclusion from federal gross income
of interest with respect to the Series 1994A Bonds, the Agency
may conclusively rely on such opinion in complying with the
requirements of this Letter.
section 8. Survival of Defeasance. Notwithstanding anything
in this Letter to the contrary, the obligation of the Agency to
remit the Rebate Requirement to the united States Department of the
Treasury and to comply with all other requirements contained in
this Letter must survive the defeasance or payment of the Series
1994A Bonds.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
x1-,.J-. ~ J i);',)<, ~ A_
Received and acknowledged:
Community Redevelopment Agency
of the City of Sanford, Florida
By: e~c:.~
Dated: August 9, 1994
C-10
Appendix I
Spendina Exceptions to Rebate
(a) Generally. All, or certain discrete portions, of an
issue are treated as meeting the Rebate Requirement of Section
148(f) of the Code if one or more of the spending exceptions set
forth in this Appendix are satisfied. Use of the spending
exceptions is not mandatory, except that where an issuer elects to
apply the 1-1/2 percent penalty (as described below) the issuer
must apply that penalty to the Construction Issue. An issuer may
apply the Rebate Requirement to an issue that otherwise satisfies
a spending exception. Special definitions relating to the spending
exceptions are contained in section (h) of this Appendix.
Where several obligations that otherwise constitute a single
issue are used to finance two or more separate governmental
purposes, the issue constitutes a "multipurpose issue" and the
bonds, as well as their respective proceeds, allocated to each
separate purpose may be treated as separate issues for purposes of
the spending exceptions. In allocating an issue among its several
separate governmental purposes, "common costs" are generally not
treated as separate governmental purposes and must be allocated
ratably among the discrete separate purposes unless some other
allocation method more accurately reflects the extent to which any
particular separate discrete purpose enjoys the economic benefit
(or bears the economic burden) of the certain common costs (e.g.,
a newly funded reserve for a parity issue that is partially new
money and partially a refunding for savings on prior bonds).
Separate purposes include refunding a separate prior issue,
financing a separate Purpose Investment (e.g., a separate loan),
financing a Construction Issue, and any clearly discrete govern-
mental purpose reasonably expected to be financed by the issue. In
addition, as a general rule, all integrated or functionally related
capital projects qualifying for the same initial temporary period
(e.g., 3 years) are treated as having a single governmental
purpose. Finally, separate purposes may be combined and treated as
a single purpose if the proceeds are eligible for the same initial
temporary period (e.g., advance refundings of several separate
prior issues could be combined, or several non-integrated and
functionally unrelated capital projects such as airport runway
improvements and a water distribution system).
The spending exceptions described in this Appendix are applied
separately to each separate issue component of a multipurpose issue
unless otherwise specifically noted.
(b) Six-Month Exception. An issue is treated as meeting the
Rebate Requirement under this exception if (i) the gross proceeds
of the issue are allocated to expenditures for the governmental
purposes of the issue within the six-month period beginning on the
issue date (the "six-month spending period") and (ii) the Rebate
Requirement is met for amounts not required to be spent within the
six-month spending period (excluding earnings on a bona fide debt
service fund). For purposes of the six-month exception, "gross
proceeds" means Gross Proceeds other than amounts (i) in a bona
fide debt service fund, (ii) in a reasonably required reserve or
replacement fund, (iii) that, as of the issue date, are not
reasonably expected to be Gross Proceeds but that become Gross
Proceeds after the end of the six-month spending period, (iv) that
represent Sale Proceeds or Investment Proceeds derived from pay-
ments under any Purpose Investment of the issue and (v) that
represent repayments of grants (as defined in Treasury Regulation
section 1.148-6(d) (4)) financed by the issue. In the case of an
issue no bond of which is a private activity bond (other than a
qualified 501(c) (3) bond) or a tax or revenue anticipation bond,
the six-month spending period is extended for an additional six
months for the portion of the proceeds of the issue which are not
expended within the six-month spending period if such portion does
not exceed the lesser of five percent of the Proceeds of the issue
or $100,000.
(c) 18-Month Exception.
Rebate Requirement under this
requirements are satisfied:
An issue is treated as meeting the
exception if all of the following
(i) the gross proceeds are allocated to expenditures for
a governmental purpose of the issue in accordance with the follow-
ing schedule (the "18-month expenditure schedule") measured from
the issue date: (A) at least 15 percent within six months, (B) at
least 60 percent within 12 months and (C) 100 percent within 18
months;
(ii) the Rebate Requirement is met for all amounts not
required to be spent in accordance with the 18-month expenditure
schedule (other than earnings on a bona fide debt service fund);
and
(iii) all of the gross proceeds of the issue qualify for
the initial temporary period under Treasury Regulation section
1.148-2(e) (2).
For purposes of the 18-month exception, "gross proceeds" means
Gross Proceeds other than amounts (i) in a bona fide debt service
fund, (ii) in a reasonably required reserve or replacement fund,
(iii) that, as of the issue date, are not reasonably expected to be
Gross Proceeds but that become Gross Proceeds after the end of the
18-month expenditure schedule, (iv) that represent Sale Proceeds or
Investment Proceeds derived from payments under any Purpose Invest-
ment of the issue and (v) that represent repayments of grants (as
defined in Treasury Regulation section 1.148-6(d) (4)) financed by
the issue. In addition, for purposes of determining compliance
with the first two spending periods, the investment proceeds
included in gross proceeds are based on the issuer's reasonable
expectations as of the issue date rather than the actual Investment
Proceeds; for the third, final period, actual Investment Proceeds
earned to date are used in place of the reasonably expected earn-
ings. An issue does not fail to satisfy the spending requirement
for the third spending period above as a result of a Reasonable
Retainage if the Reasonable Retainage is allocated to expenditures
within 30 months of the issue date. The 18-month exception does
not apply to an issue any portion of which is treated as meeting
the Rebate Requirement as a result of satisfying the two-year
exception.
(d) Two-Year Exception. A Construction Issue is treated as
meeting the Rebate Requirement for Available Construction Proceeds
under this exception if those proceeds are allocated to expendi-
tures for governmental purposes of the issue in accordance with the
following schedule (the "two-year expenditure schedule"), measured
from the issue date:
(i) at least 10 percent within six months;
(ii) at least 45 percent within one year;
(iii) at least 75 percent within 18 months; and
(iv) 100 percent within two years.
An issue does not fail to satisfy the spending requirement for the
fourth spending period above as a result of unspent amounts for
Reasonable Retainage if those amounts are allocated to expenditures
within three years of the issue date.
(e) Expenditures for Governmental Purposes of the Issue. For
purposes of the spending exceptions, expenditures for the govern-
mental purposes of an issue include payments for interest, but not
principal, on the issue and for principal or interest on another
issue of obligations. The preceding sentence does not apply for
purposes of the 18-month and two-year exceptions if those payments
cause the issue to be a refunding issue.
(f) De Minimis Rule. Any failure to satisfy the final spend-
ing requirement of the 18-month exception or the two-year exception
is disregarded if the issuer exercises due diligence to complete
the project financed and the amount of the failure does not exceed
the lesser of three percent of the issue price of the issue or
$250,000.
(g) Elections Applicable to the Two-Year Exception. An
issuer may make one or more of the following elections with respect
to the two-year spending exception:
(1) Earnings on Reasonably Required Reserve or Replace-
ment Fund. An issuer may elect on or before the issue date to
exclude from Available Construction Proceeds the earnings on any
reasonably required reserve or replacement fund. If the election
is made, the Rebate Requirement applies to the excluded amounts
from the issue date.
(2) Actual Facts. For the prov~s~ons relating to the
two-year exception that apply based on the issuer I s reasonable
expectations, an issuer may elect on or before the issue date to
apply all of those provisions based on actual facts. This election
does not apply for purposes of determining whether an issue is a
Construction Issue and if the 1-1/2 percent penalty election is
made.
(3) separate Issue. For purposes of the two-year excep-
tion, if any proceeds of any issue are to be used for Construction
Expenditures, the issuer may elect on or before the issue date to
treat the portion of the issue that is not a refunding issue as
two, and only two, separate issues, if (i) one of the separate
issues is a Construction Issue, (ii) the issuer reasonably expects,
as of the issue date, that such Construction Issue will finance all
of the Construction Expenditures to be financed by the issue and
(iii) the issuer makes an election to apportion the issue in which
it identifies the amount of the issue price of the issue allocable
to the Construction Issue.
(4) Penal ty in Lieu of Rebate. An issuer of a Construc-
tion Issue may irrevocably elect on or before the issue date to pay
a penalty (the "1-1/2 percent penalty") to the united states in
lieu of the obligation to pay the rebate amount on Available
Construction Proceeds upon failure to satisfy the spending require-
ments of the two-year expenditure schedule. The 1-1/2 percent
penalty is calculated separately for each spending period, includ-
ing each semiannual period after the end of the fourth spending
period, and is equal to 1.5 percent times the underexpended pro-
ceeds as of the end of the spending period. For each spending
period, underexpended proceeds equal the amount of Available
Construction Proceeds required to be spent by the end of the spend-
ing period, less the amount actually allocated to expenditures for
the governmental purposes of the issue by that date. The 1-1/2
percent penalty must be paid to the united states no later than 90
days after the end of the spending period to which it relates. The
1-1/2 percent penalty continues to apply at the each of each spend-
ing period and each semiannual period thereafter until the earliest
of the following: (i) the termination of the penalty under
Treasury Regulation section 1.148-7(1), (ii) the expenditure of all
of the Available Construction Proceeds or (iii) the last stated
final maturity date of bonds that are part of the issue and any
bonds that refund those bonds. If an issue meets the exception for
Reasonable Retainage except that all retainage is not spent within
three years of the issue date, the issuer must pay the 1-1/2
percent penalty to the United States for any Reasonable Retainage
that was not so spent as of the close of the three-year period and
each later spending period.
(h) Special Definitions Relating to Spending Expenditures.
(1)
respect to an
of the issue,
Available Construction Proceeds shall mean, with
issue, the amount equal to the sum of the issue price
earnings on such issue price, earnings on amounts in
any reasonably required reserve or replacement fund not funded from
the issue and earnings on all of the foregoing earnings, less the
amount of such issue price in any reasonably required reserve or
replacement fund and less the issuance costs financed by the issue.
For purposes of this definition, earnings include earnings on any
tax-exempt bond. For the first three spending periods of the two-
year expenditure schedule described in Treasury Regulation section
1.148-7(e), Available Construction Proceeds include the amount of
future earnings that the issuer reasonably expected as of the issue
date. For the fourth spending period described in Treasury Regula-
tion Section 1.148-7(e), Available Construction Proceeds include
the actual earnings received. Earnings on any reasonably required
reserve or replacement fund are Available Construction Proceeds
only to the extent that those earnings accrue before the earlier of
(i) the date construction is substantially completed or (ii) the
date that is two years after the issue date. For this purpose,
construction may be treated as substantially completed when the
issuer abandons construction or when at least 90 percent of the
total costs of the construction that the issuer reasonably expects
as of such date will be financed with proceeds of the issue have
been allocated to expenditures. If only a portion of the construc-
tion is abandoned, the date of substantial completion is the date
the non-abandoned portion of the construction is substantially
completed.
(2) construction Expenditures shall mean capital
expenditures (as defined in Treasury Regulation Section 1.150-1)
that are allocable to the cost of Real Property or Constructed
Personal Property. Construction Expenditures do not include
expenditures for acquisitions of interest in land or other existing
Real Property.
(3) Construction Issue shall mean any issue that is not
a refunding issue if (i) the issuer reasonably expects, as of the
issue date, that at least 75 percent of the Available Construction
Proceeds of the issue will be allocated to Construction Expendi-
tures for property owned by a governmental unit or a 501(C) (3)
organization and (ii) any private activity bonds that are part of
the issue are qualified 501(c) (3) bonds or private activity bonds
issued to financed property to be owned by a governmental unit or
a 501(c) (3) organization.
(4) Constructed Personal Property shall mean Tangible
Personal Property or Specially Developed Computer Software if (i) a
substantial portion of the property is completed more than six
months after the earlier of the date construction or rehabilitation
commenced and the date the issuer entered into an acquisition
contract; (ii) based on the reasonable expectations of the issuer,
if any, or representations of the person constructing the property,
with the exercise of due diligence, completion of construction or
rehabilitation (and delivery to the issuer) could not have occurred
within that six-month period; and (iii) if the issuer itself builds
or rehabilitates the property, not more than 75 percent of the
capitalizable cost is attributable to property acquired by the
issuer.
(5) Real Property shall mean land and improvements to
land, such as buildings or other inherently permanent structures,
including interests in real property. For example, Real Property
includes wiring in a building, plumbing systems, central heating or
air-conditioning systems, pipes or ducts, elevators, escalators
installed in a building, paved parking areas, roads, wharves and
docks, bridges, and sewage lines.
(6) Reasonable Retainage shall mean an amount, not to
exceed five percent of (i) Available Construction Proceeds as of
the end of the two-year expenditure schedule (in the case of the
two-year exception to the Rebate Requirement) or (ii) Net Sale
Proceeds as of the end of the 18-month expenditure schedule (in the
case of the l8-month exception to the Rebate Requirement), that is
retained for reasonable business purposes relating to the property
financed with the issue. For example, a Reasonable Retainage may
include a retention to ensure or promote compliance with a
construction contract in circumstances in which the retained amount
is not yet payable, or in which the issuer reasonably determines
that a dispute exists regarding completion or payment.
(7) Specially Developed Computer Software shall mean any
programs or routines used to cause a computer to perform a desired
task or set of tasks, and the documentation required to describe
and maintain those programs, provided that the software is speci-
ally developed and is functionally related and subordinate to Real
Property or other Constructed Personal Property.
(8) Tangible Personal Property shall mean any tangible
personal other than Real Property, including interests in tangible
personal property. For example, Tangible Personal Property
includes machinery that is not a structural component of a build-
ing, subway cars, fire trucks, automobiles, office equipment,
testing equipment, and furnishings.
(i) Special RUles Relating to Refundings.
(1) Transferred Proceeds. In the event that a prior
issue that might otherwise qualify for one of the spending excep-
tions is refunded, then for purposes of applying the spending
exceptions to the prior issue, proceeds of the prior issue that
become transferred proceeds of the refunding issue continue to be
treated as unspent proceeds of the prior issue; if such unspent
proceeds satisfy the requirements of one of the spending exceptions
then they are not subject to rebate either as proceeds of the prior
issue or of the refunding issue. Generally, the only spending
exception applicable to refunding issues is the six-month excep-
tion. In applying the six-month exception to a refunding of a
prior issue, only transferred proceeds of the refunding issue from
a taxable prior issue and other amounts excluded from the defini-
tion of gross proceeds of the prior issue under the special
definition of gross proceeds contained in section (b) above are
treated as gross proceeds of the refunding issue and so are subject
to the six-month exception applicable to the refunding issue.
(2) Series of Refundings. In the event that an issuer
undertakes a series of refundings for a principal purpose of
exploiting the difference between taxable and tax-exempt interest
rates, the six-month spending exception is measured for all issues
in the series commencing on the date the first bond of the series
is issued.
(j) Elections Applicable to Pool Bonds. An issuer of a
pooled financing issue can elect to apply the spending exceptions
separately to each loan from the date such loan is made or, if
earlier, on the date on year after the date the pool bonds are
issued. In the event this election is made, no spending exceptions
are available and the normal Rebate Requirement applies to Gross
Proceeds prior to he date on which the applicable spending periods
begin. In the event this election is made, the issuer may also
elect to make all elections applicable to the two-year spending
exception, described in section (g) above, separately for each
loan; any such elections that must ordinarily be made prior to the
issue date must then be made by the issuer before the earlier of
the date the loan is made or one year after the issue date.
RECEIPT FOR BONDS
RECEIPT IS HEREBY ACKNOWLEDGED of the following described
obligations of the Community Redevelopment Agency of the City of
Sanford, Florida:
$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
2000
2001
2002
2003
2004
2005
$135,000
165,000
200,000
300,000
315,000
330,000
450,000
5.00%
5.10
5.20
5.30
5.40
5.50
5.60
Term Bonds
Year
Amount
Interest Rate
1998
2011
$ 105,000
4,000,000
4.80%
6.00
Dated this 9th day of August, 1994.
J.P. MORGAN SECURITIES, INC.
By: /~/l#(
\:\ I0cE .-t:Es- /.i>.<--;'Jr-'
No.7
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 9th day of August, 1994, I delivered to J.P.
Morgan securities Inc. (the "purchaser"), the following described
obligations of the City:
$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
2000
2001
2002
2003
2004
2005
$135,000
165,000
200,000
300,000
315,000
330,000
450,000
5.00%
5.10
5.20
5.30
5.40
5.50
5.60
Term Bonds
Interest Rate
Year
Amount
1998
2011
$ 105,000
4,000,000
4.80%
6.00
I received, on behalf of the Agency from the Purchasers full
payment for the above-described Bonds as follows:
Par Amount of Bonds . . . .
Less Underwriter's Discount
Less Original Discount
Purchase Price .....
$6,000,000.00
- 178,700.00
35.000.00
$5,786,300.00
Plus Interest Accrued from August 1,
1994 to August 9, 1994
Total
$
7.708.11
. . . . . . . .
$5,794,008.11
No. 8
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
of August, 1994.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANFORD, FLOR1DA
By: ~?!;/tAJ)V
CERTIFICATE OF THE UNDERWRITER
RE BOND PURCHASE AGREEMENT
The undersigned, a duly authorized officer of J.P. Morgan
Securities Inc. (the "Underwriter"), DOES HEREBY CERTIFY that all
conditions contained in the Purchase Contract dated July 25, 1994,
between the Community Redevelopment Agency of the City of Sanford,
Florida, and the Underwriter, relating to the $6,000,000 aggregate
principal amount of Community Redevelopment Revenue Bonds, Series
1994A, have been satisfied on or prior to the date hereof or, to
the extent such conditions have not been satisfied, satisfaction of
such conditions is hereby waived.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on behalf of the Underwriter as of this 9th day of August, 1994.
J.P. ORGAN SECURITIES INC.
By:
I
No. 9(a)
$6.000.000
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD. FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
PURCHASE CONTRACT
..1.11.
July 25, 1994
Community Redevelopment Agency
of the City of Sanford
300 North Park Avenue
Sanford, Florida 32772
The undersigned. J.P. Morgan Securities Inc. (the "Underwriter"), offers to enter
into this agreement with the Community Redevelopment Agency of the City of Sanford,
Florida (the "Agencv"), which, upon the Agency's acceptance of this offer, will be
binding upon the Agency and upon the Underwriter. This offer is made subject to the
Agency's confirmation and acceptance pursuant to a duly adopted resolution or
resolutions of the Agency and the Agency's execution of this Purchase Contract and its
delivery to the Underwriter on or before 11:00 p.m.. Sanford. Florida time today or at
such other time and date as are mutually agreed upon by the Agency and the
Underwriter.
1. Upon the terms and conditions and upon the basis ofthe representations
set forth in this Purchase Contract, the Underwriter agrees to purchase from the Agency
for offering to the public, and the Agency agrees to sell to the Underwriter for such
purpose, all, but not less than all, of an issue of $6,000.000 Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment Revenue Bonds,
Series 1994A (the "Bonds"). The Bonds shall mature and bear interest as set forth in
the Bond Resolution, as defined herein.
The purchase price of the Bonds shall be $5,794,008.11, which represents
$6,000,000 principal amount of the Bonds net of underwriter's discount in the amount
of $178, 700 and original issue discount in the amount of $35,000, plus accrued interest
in the amount of $7,708.11. Other terms of the Bonds shall be as set forth in the
Disclosure Statement attached as EXHIBIT A.
2. The Bonds shall be as described in, and shall be issued pursuant to, the
Agency's Resolution No. 93-2, pertaining to the Bonds. adopted September 27. 1993 as
amended and supplemented on July 11. 1994 and July 25. 1994 (the "Bond
Resolution ").
J127829-3
No. 9(b)
3. The Underwriter agrees to make a bona fide public offering of all the
Bonds at prices not in excess of the initial public offering prices or yields set forth or
reflected on the cover page of the Official Statement, as defined herein.
4. Delivered to the Agency with this Purchase Contract is a certified or bank
cashier's check payable to the order of the Agency in the amount of $61,000. This
check shall not be cashed by the Agency except as hereinafter provided. The check
shall be returned to the Underwriter at the time of payment for and delivery of the
Bonds, as set forth in paragraph 7 of this Purchase Contract (tl]~. "Closinrf'). In tl\e
event that the Agency does not accept this offer, the check shan fie promptly returned
to the Underwriter. In the event of the Agency's failure to deliver the Bonds at the
Closing, or if the Agency shall be unable to satisfy the conditions to the obligations of
the Underwriter to purchase and accept delivery of the Bonds as set forth in this
Purchase Contract, or if the obligations of the Underwriter with respect to the Bonds
shall be terminated for any reason permitted by this Purchase Contract, the check shall
be promptly returned to the Underwriter and thereafter the Agency shall have no
further liability under this Purchase Contract. In the event that the Underwriter fails
(other than for a reason permitted under this Purchase Contract) to accept and pay for
the Bonds at the Closing as provided in this Purchase Contract, the Agency may cash
the check and the principal sum of $61 ,000 shall be retained by the Agency as and for
full liquidated damages for such failure and for any defaults under this Purchase
Contract on the Underwriter's part. It is understood that in such event the Agency's
actual damages may be greater or may be less than such sum. Accordingly, the
Underwriter waives any right to claim that the Agency's actual damages are less than
such sum, and the Agency's acceptance of this offer shall constitute a waiver of any
right the Agency may have to additional damages from the Underwriter.
5. At the time of the Agency's acceptance of this Purchase Contract, the
Agency shall deliver to the Underwriter:
(a) three executed copies of an Official Statement relating to the Bonds.
dated the date hereof (which, together with all appendices and exhibits thereto and
other reports or statements attached thereto or included therein. is called the "Official
Statement") executed on behalf of the Agency by its Chairman; and
(b) three certified copies of the Bond Resolution, which shall include
confirmation, approval and authorization for execution and delivery of this Purchase
Contract and the Official Statement.
The Agency authorizes any and all of this material, including specifically the
Official Statement, the Bond Resolution and the information contained in each thereof,
to be used in connection with the public offering and sale of the Bonds. The Agency
consents to the use by the Underwriter prior to the date of this Purchase Contract of the
Preliminary Official Statement ofthe Agency relating to the Bonds. dated July 21, 1994
(the "Preliminary Official Statement"), in connection with the public offering of the
Bonds. The Agency agrees to furnish such information, execute such instruments and
take such other action in cooperation with the Underwriter as the Underwriter may
J 127829-3
- 2-
deem necessary in order to qualify the Bonds for offering and sale under the Blue Sky
or other securities laws and regulations of such states and other jurisdictions of the
United States as the Underwriter may designate except where such action would
require the Agency to file a general consent to service of process in such jurisdiction or
to comply with any other requirement reasonably believed by the Agency to be unduly
burdensome.
The Agency represents and warrants to the Underwriter that the Preliminary
Official Statement was "deemed final" by the Agency as of the d~~~ thereof, except fqr <
the omission of such information which is dependent uporiThe final pricing of the
Bonds for completion, all as permitted to be excluded by Rule 15c2-12 under the
Securities Exchange Act of 1934 ("Rule 15c2-12 "). The Official Statement delivered to
the Underwriter immediately prior to or concurrently herewith is "final" for purposes
of Rule 15c2-12 as of the date hereof. The Underwriter hereby agrees to comply with
all applicable provisions of Rule 15c2-12. The Underwriter hereby agrees to file timely
the Official Statement with a nationally recognized information repository and notify
the Agency of the date of such filing. Unless otherwise notified in writing by the
Underwriter, the Agency can assume that the "end of the underwriting period" for
purposes of Rule 15c2-12 shall be the date of Closing.
The Agency agrees with the Underwriter that while the Bonds are outstanding,
it will provide such information in such manner as may be required pursuant to
applicable rules or regulations of the Securities and Exchange Commission or the
Municipal Securities Rulemaking Board to enable brokers, dealers or municipal
securities dealers to effect transactions in the Bonds in the secondary market.
6. The Agency represents and warrants to the Underwriter' that (I) except
with respect to the information contained under the captions "The Redevelopment'
Project - Developer," "Municipal Bond Insurance:' "Tax Exemption" and
"Underwriting," and except for the information contained in Appendices A and C. and
except for information provided by Seminole Towne Center Limited Partnership (the
"Developer"). any subsidiary of the Developer, or Louik/Schneider & Associates. Inc.,
the Preliminary Official Statement was (except as modified by the Official Statement).
and the Official Statement is. and (except as it may have been modified with the
consent of the Underwriter as described herein) at all times subsequent to the date of
this Purchase Contract up to and including the date of the Closing will be. true and
correct in all material respects; and that the Preliminary Official Statement did not
(except as modified by the Official Statement), and the Official Statement does not and
(except as it may have been modified with the consent of the Underwriter as described
herein) at all times subsequent to the date of this Purchase Contract up to and
including the date of Closing will not, omit any statement or information which is
,
necessary to make the statements and information contained in it not misleading in any
material respect; and (il) the execution and delivery of this Purchase Contract, and
compliance with the provisions of this Purchase Contract and the Bond Resolution will
not conflict with or constitute a breach of or a default under any law or agreement to
which the Agency is subject or by which it is bound.
J127829-3
- 3 -
7. At 10:30 a.m., Sanford, Florida time, on August 9, 1994 or at such other
time or on such earlier or later business day as shall have been mutually agreed upon
by the Agency and the Underwriter, the Agency will deliver to the Underwriter the
Bonds fully registered and duly executed, bearing CUSIP numbers (provided that
neither the printing of a wrong number on any Bond nor the failure to print a number
thereon shall constitute cause to refuse delivery of any Bond). together with the other
documents mentioned below, and the Underwriter will accept such delivery and pay the
purchase price of the Bonds, as set forth in paragraph 1 of this Purchase Contract, to
the Agency in Federal funds. Upon that payment at the office of the City of Sanford. .
, ,L-I". .~. .-
300 North Park Avenue, Sanford, Florida 32772 or such otherp1ace as shall have been
mutually agreed to by the Agency and the Underwriter, the Agency shall return to the
Underwriter uncashed the check referred to in paragraph 4 of this Purchase Contract
and the Bonds will be delivered to the Underwriter in New York, New York or in such
other place as the Underwriter shall designate 24 hours or more prior to Closing.
,:,'
8. In the event the Agency determines to issue the Bonds in book-entry form.
the Agency shall deliver to the Underwriter the Bonds in fully registered form, duly
executed and registered in the name of Cede & Co., as nominee of The Depository Trust
Company ("DTC"), and in such denominations as to provide one Bond for each
respective maturity as set forth on the cover page ofthe Official Statement. Such Bonds
shall be deposited by the Underwriter with DTC in New York, New York, on the date
of the Closing. In addition, at or prior to the Closing, the Underwriter shall receive (al
an executed copy of the Representations Letter Agreement dated as of the date of the
Closing, from the Agency to DTC (the "Representations Letter"): and (b) a certificate of
an authorized DTC officer acceptable to the Agency and the Underwriter, dated the date
of the Closing and addressed to the Agency and the Underwriter, to the effect that (il
DTC is a limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within the.'
meaning ofthe New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, as
amended; and (ill attached to such certificate are true and correct copies of the Rules
and By-laws of DTC and such Rules and By-laws have not been amended, modified,
repealed, revoked or otherwise changed and each is in full force and effect as of the date
of such certificate.
9. The obligations of the Underwriter under this Purchase Contract as to the
Bonds are subject to the truth, accuracy and completeness in all material respects of
the representations and warranties of the Agency contained in this Purchase Contract
as ofthe date of this Purchase Contract and the date of the ClOSing and to the following
additional conditions:
(a) At the time of the Closing (il the Bond Resolution shall be in full
force and effect, and shall not have been amended, modified or supplemented since the
date of this Purchase Contract except as may have been agreed to in writing by the
Underwriter, and the Agency shall have duly adopted and there shall be in full force
and effect such additional ordinances or agreements as shall, in the opinion of Bryant,
Miller and Olive, P.A., Bond Counsel, be necessary in connection with the transactions
J127829.3
-4 -
contemplated by this Purchase Contract; and (ii) the representations and warranties of
the Agency contained in this Purchase Contract shall be true, accurate and complete;
(iii) the Agency shall perform or have performed all of its obligations required under or
specified in this Purchase Contract with respect to the Bonds, the Bond Resolution to
be performed at, simultaneously with or prior to the Closing;
(b) the Bonds shall have been duly authorized and executed in
accordance with the provisions of the Bond Resolution;
(c) The Underwriter may terminate this purchase..tC;on~ct~ith respect .
to the Bonds by notification to the Agency if at any time subsequent to the execution
of this Purchase Contract and at or prior to the Closing, (i) legislation shall be enacted
by the United States Congress or adopted by either House or a Committee of either
House or introduced in either House with an effective date which would make it
applicable to the Bonds, or a decision by a court of the United States or the Tax Court
of the United States shall be rendered, or an officially published ruling. regulation,
proposed regulation or official statement by or on behalf of the Treasury Department
of the United States, the Internal Revenue Service or any other governmental agency
shall be made, with respect to Federal taxation upon revenues or other income of the
general character expected to be deIived by the Agency and pledged under the Bond
Resolution or upon interest received on securities of the general character of the Bonds,
or which would have the effect of changing, directly or indirectly, the Federal income
tax consequences of interest on secuIitles of the general character of the Bonds in the
hands of their holders, which in the Underwriter's opinion materially affects the market
price of the Bonds; or (ii) the United States shall have become engaged in hostilities
which have resulted in a declaration of war by the United States or a declaration of a
national emergency by the Executive or Legislative branch of government of the United
States; or (Iii) there shall have occurred a general suspension of trading on the New'
York Stock Exchange or the declaration of a general banking moratorium by the United
States or State of Florida or State of New York authorities;
(d) If pIior to or within 90 days of the first date on which the Bonds
have been delivered In definitive, fully registered form, an event occurs affecting the
Agency or the City of Sanford, which is materially adverse for the purpose for which the
Official Statement is to be used and is not disclosed in the Official Statement. the
Agency shall promptly notify the Underwriter, and if in the opinion of the Agency, the
UnderwIiter, or counsel acceptable to the Underwriter such event requires a
supplement or amendment to the Official Statement, the Agency will supplement or
amend the Official Statement in a form and in a manner approved by the Underwriter
and counsel to the Underwriter and counsel to the Agency. Such approval by the
Underwriter of a supplement or amendment to the Official Statement shall not preclude
the Underwriter from subsequently terminating this Purchase Contract with respect to
the Bonds, and ifthe Official Statement is amended or supplemented subsequent to the
date of this Purchase Contract with respect to the Bonds. the Underwriter may
terminate this Purchase Contract by notification to the Agency at any time prior to the
Closing if in the reasonable judgment of the Underwriter such amendment or
supplement has or will have a material adverse effect on the market price of the Bonds.
J 127829-3
.5-
(e) At or prior to the Closing, the Underwriter shall receive the
following documents with respect to the Bonds:
(1)
(2)
(3)
~~
(4)
J127829-3
A certificate of the Chairman of the Agency, dated the date
of Closing, that the Bond Resolution has not been amended.
revoked. rescinded, or otherwise changed, except as shall
have been agreed to by the Underwriter;
The approving legal opinion as to the ~op,.ds of l?!yant, Mill~r <
and Olive, P.A., Bond Counsel, dated tile date of Closing;
An opinion of Bond Counsel, dated the date of Closing,
addressed to the Agency, with a reliance letter to the
Underwriter, to the effect that (i) the Bonds are not subject
to the registration requirements of the Securities Act of
1933, as amended, and the Bond Resolution is exempt from
qualification pursuant to the Trust Indenture Act of 1939. as
amended; and (ii) the statements in the Official Statement
(or, as it may have been amended or supplemented
pursuant to this Purchase Contract), as of its date and as of
the date of Closing, under the captions "The Series 1994A
Bonds" and "Summary of Certain Provisions of the
Resolution" present fair and accurate summaries of the
provisions of the Bonds and the Resolution purported to be
summarized, and under the caption "Tax Exemption" are
correct;
An opinion of Hopkins & Sutter. counsel to the Underwriter.'
dated the date of Closing, to the effect that (i) the Bonds are
not subject to the registration requirements of the Securities
Act of 1933, as amended, and the Bond Resolution is exempt
from qualification pursuant to the Trust Indenture Act of
1939, as amended; and (ii) without having undertaken to
determine independently the accuracy or completeness of
the statements contained in the Official Statement based on
their participation in conferences with representatives of the
Agency and the Underwriter, nothing has come to their
attention which leads them to believe that the Official
Statement (or, as it may have been amended or
supplemented pursuant to this Purchase Contract), as of its
date and as of the date of Closing. other than the financial
and statistical data or information regarding DTC and DTC's
book-entry system, contained therein, and other than the
information contained in the Appendices as to which no
opinion is expressed, contains an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements
- 6-
(5)
J127829.3
therein, in the light of the circumstances under which they
were made. not misleading;
An opinion of the Attorney for the Agency dated the date of
Closing and addressed to the Underwriter. to the effect that
(i) the Agency is duly created and validly existing body
politic and corporate of the State of Florida; (ii) this Purchase
Contract has been duly confirmed. approved and authorized.
executed and delivered by the Agensr, and, C9!1stitutes an .
agreement binding upon the Agency nf'accordance with its
terms; (iii) the Bond Resolution is in full force and effect. and
have not been amended. modified or supplemented since the
date of this Purchase Contract; (iv) the execution and
delivery of this Purchase Contract and the Bonds. and
compliance with the provisions of this Purchase Contract.
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; and (v) other than as set forth in the
Official Statement. no litigation for which the Agency has
received service of process is pending or, to such Attorney's
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. the
Bond Resolution. this Purchase Contract or the transactions
contemplated by them. In addition such Attorney shall state,'
in his letter containing the foregoing opinion. or in a
separate letter addressed to the Underwriter and dated the
date of Closing. that he has no reason to believe that the
information contained under the captions "The Agency."
"The City." "Validation," and "Litigation in the Official
Statement (or, as it may have been amended or
supplemented pursuant to this Purchase Contract) as of its
date and as of the date of Closing contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements in it. in light of the
circumstances under which they were made. not misleading;
(6)
A certificate of the Chairman of the Agency dated the date
of Closing to the effect that each of the representations and
warranties set forth in this Purchase Contract is true,
accurate and complete in all material respects as of the date
of Closing and each of the agreements of the Agency. as set
forth in this Purchase Contract to be complied with at or
prior to the Closing; has been complied with;
.7.
(7) A certificate of the Chairman of the Agency dated the date
of Closing to the effect that. except as set forth in the Official
Statement. no litigation is pending or. to his or her
knowledge. threatened 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
Bond Resolution or the transactions contemplated thereby;
(8) The Representations Letter, duly executed. by, the parties
, J J;.. -
thereto; ... .
(9) A certificate of the Clerk and the Chairman of the Agency to
the effect that except with respect to the information
contained under the captions "The Redevelopment Project.
Developer," "Municipal Bond Insurance," "Tax Exemption"
and "Underwriting, " and except for the information
contained in Appendices A and C, and except for
information provided by the Developer, any subSidiary of the
Developer. or Louik/Schneider & Associates, lnc.. the
information contained in the Official Statement was. as of its
date. and is. as of the date of the certificate. true and correct
and that the Official Statement 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:
(10) A certificate of the General Partner of the Developer to the
effect that the information contained in the Official'
Statement under the captions "The Redevelopment Project,"
"Bondholders' Risks. Competition" and "Bondholders' Risks
. Risks Relating to Towne Center" was, as of the date of the
Official Statement. and is, as of the date of the certificate.
true and correct and that 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;
(11) The executed Feasibility Report of Louik/Schneider &
Associates, Inc.;
(12) The executed Surety Bond of AMBAC Indemnity
Corporation;
(13) The executed Municipal Bond Insurance Policy of AMBAC
Indemnity Corporation;
J127829~ - 8 -
(14) The closing certificate of AMBAC Indemnity Corporation:
(15) The opinion of counsel to AMBAC Indemnity Corporation;
(16) Consents from Louik/Schneider & Associates, Inc.. George
McElroy & Associates, Inc. and MS Management Associates,
Inc. to the use of their names and the reproduction of
information provided by them in APPENDIX A to the Official
Statement;
.J..fJ'
(17) A letter from each of Moody's Investors Service, Inc.,
Standard and Poor's Ratings Group and Fitch Investors
Service Inc. indicating such agency has assigned its
municipal bond ratings of "Aaa, " "AAA" and "AAA"
respectively, to the Bonds; and
(18) Such additional certificates, instruments or opinions as the
UnderwIiter or Bond Counsel may deem reasonably
necessary or desirable to evidence the due authorization.
execution and delivery of the Bonds and the conformity of
the Bonds and the Bond Resolution with their respective
terms as summarized in the Official Statement.
If the Agency shall be unable to satisfy the conditions to the obligations of the
UnderwIiter contained in this Purchase Contract, or ifthe obligations ofthe UnderwIiter
shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and neither the UnderwIiter nor the Agency'shall be under
further obligations under this Purchase Contract, except that the amount paid to the'
Agency pursuant to paragraph 4 of this Purchase Contract shall immediately be
returned to the UnderwIiter by the Agency and the respective obligations ofthe Agency
and the UnderwIiter for payment of expenses, as provided in paragraph 10 of this
Purchase Contract, shall continue in full force and effect. If the UnderwIiter terminates
this Purchase Contract under the provisions contained herein, it shall do so by wIitten
notice delivered to the Agency at least twenty.four (24) hours pIior to such termination.
10. The UnderwIiter shall be under no obligation to pay, and the Agency shall
pay, any expenses incident to the performance of its obligations hereunder, including,
but not limited to: (a) the fees and disbursements of Bond Counsel and any other
experts or consultants retained by the Agency; (b) the fees of any Paying Agent, Bond
Registrar, Authenticating Agent or Trustee designated by the Agency in connection
with the Bonds; (c) the cost ofpIinting the Bond Resolution together with a reasonable
number of certified copies of the Bond Resolution; (d) the cost of pIinting and
preparation for pIinting or other reproduction fordistIibution of the Preliminary Official
Statement, the Official Statement and the Bonds, as well as any postage or shipping
costs incurred in connection with such distIibution; and (e) and all other expenses
incurred by the UnderwIiter in connection with the public offeIing and distIibution of
the Bonds. including without limitation fees and disbursement of rating agencies. The
J127829-3
- 9 -
Underwrtter shall pay: (a) the cost of printing of this Purchase Contract, the cost of
prtnting and distribution of the Preliminary Official Statement. the final Official
Statement and of any Blue Sky Survey and any legal investment memorandum to be
used by it, and Blue Sky registration fees; (b) the fees and disbursements of its counsel;
and (c) all advertising expenses in connection with the public offering of the Bonds.
11. Any notice or other communication to be given to the Agency under this
Purchase Contract may be given by delivertng the same in wrtting to the Community
Redevelopment Agency ofthe City of Sanford, 300 North Park Avenue, SanJord, Florida
32772, and any notice or other communication to be given to'Ule'OnderWrtter under
this Purchase Contract may be given by delivering the same in wrtting to J.P. Morgan
Securtties Inc., 227 West Monroe Street, Chicago, Illinois 60606, Attention: James M.
Beck.
12. This Purchase Contract is made solely for the benefit of the Agency and
the Underwrtter (including the successors or assigns of the Underwrtter) and no other
person shall acquire or have any rtght under or by virtue ofthis Purchase Contract. All
of the Agency's representations, warranties and agreements in this Purchase Contract
shall, except as otherwise specifically provided herein, remain operative and in full force
and effect, regardless of (a) any investigation made by or on behalf of the Underwrtter,
(b) delivery of and payment for the Bonds under this Purchase Contract. and (cl any
termination of this Purchase Contract.
J.P. MORGAN SECURITIES INC.
as nderwrtter
By:
~~
Confirmed and Accepted:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
By; ~ YJ. cfuzj1
Ch an
ATTEST:
~.dfJnj~ij
J127829-3
- 10.
EXHIBIT A
$6,000,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
DISCLOSURE STATEMENT
July 25, 1994
..J.'po.
Community Redevelopment Agency
of the City of Sanford, Florida
200 North Park Avenue
2nd Floor
Sanford, Florida 32771-1788
Ladies and Gentlemen:
In connection with the proposed issuance by the Community Redevelopment
Agency of the City of Sanford, Florida (the "Agency") of $6,000,000 principal amount
of the issue of bonds referred to above (the "Bonds"), J.P. Morgan Securities Inc. (the
"Underwriter"), has agreed to underwrite a public offering of the Bonds. Arrangements
for underwriting the Bonds will include a Purchase Contract between the Agency and
the Underwriter.
The purpose of this letter is to furnish, pursuant to the provisions of Sections'
218.385(4), Florida Statutes, as amended, certain 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
Underwriter and paid by the Underwriter in connection with the purchase and
reoffering of the Bonds are set forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the Underwriter, or to
the knowledge of the Underwriter, 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 Underwriter 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:
J129583.2
A-I
Per $1.000
Bond
Average Takedown $ 7.50
Management Fee 5.00
Underwriting .75
Underwriters' Expenses 16.53
Total Underwriting Spread $ 29.78
(d) No other fee. bonus or other compensation is estimM'ed to be' paid by the '
Underwriter in connection with the issuance of the Bonds to any person not regularly
employed or retained by the Underwriter (including any "finder." as defined in Section
218.386(1)(a), Florida Statutes. as amended). except as specifically enumerated as
expenses to be incurred and paid by the Underwriter. asset forth in Schedule I attached
hereto.
(e) The name and address of the Underwriter is set forth below:
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260
(f) The Agency is proposing to issue $6,000,000 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, to make a deposit to the Debt
Service Reserve Account, and pay certain costs of issuance of the Bonds, including a
municipal bond insurance premium. The Bonds are expected to be repaid over a period.-
of seventeen years. At a forecasted interest rate of 6.040031 % (adjusted for the cost of
bond insurance; the bond yield), total interest paid over the life of the Bonds will be
$4,487,873.06.
(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 not more than $947,600 of the Pledged Revenues
not being available to finance other services of the Agency each year for the seventeen-
year term of the Bonds.
We understand that you do not require any further disclosure from the
UI)-derwriter, pursuant to Section 218.385(4). Florida Statutes. as amended.
Very truly yours.
J.P. Morgan Securities Inc.
By:
(
(
J129583.2
A-2
SCHEDULE I
ESTIMATED UNDERWRITER'S FEE AND ISSUANCE EXPENSES
UNDERWRITERS' DISCOUNT
Per Bond
Dollar Amount
Management Fee
Average Takedown
Underwriting
Manager's Expenses:
Federal Funds/Day Loan
MSRBIPSA
T.I.F. Advisor
Underwriter's Counsel
Out-of-Pocket, Travel,
Communications
Clearance
DALCOMP
Miscellaneous
Printing/Mailing
Total Manager's Expenses
$ 5.00
7.50
0.75
.}J"
$ 30.000 .
45,060
4.500
0.25
0.07
1.25
9.17
1.500
400
7.500
55,000
2.28
0.52
0.21
0.54
13.700
3,100
1.250
3,250
1~ 500
9t1.200
16.53
TOTAL UNDERWRITERS' DISCOUNT
$29.78
$178,700
J129583-2
A-3
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:
$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
2000
2001
2002
2003
2004
2005
$135,000
165,000
200,000
300,000
315,000
330,000
450,000
5.00%
5.10
5.20
.5.30
5.40
5.50
5.60
Term Bonds
Year
Amount
Interest Rate
1998
2011
$ 105,000
4,000,000
4.80%
6.00
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.
No. 10
Dated this 9th day of August, 1993.
(SEM)
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
/'-- --.~
By: d~rm~n- rh--ti
ATT:BST: ,,'
~#,~j~
C rk .
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:
OFFICE
OFFICER
EXPIRATION
OF TERM
Mayor
Bettye D. smith
January 1997
January 1997
January 1997
January 1995
January 1995
At will of the
Commission
Commissioner
Lon K. Howell
Commissioner
Robert B. Thomas, Jr.
commissioner
A. A. McClanahan
commissioner
Herbert Eckstein
City Manager
william A. Simmons
Clerk
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 9th day of August, 1994.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD
(SEAL)
BY:~' ~fNd1
erk
No. 11
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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 VI and VII 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:
$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
2000
2001
2002
2003
2004
2005
$135,000
165,000
200,000
300,000
315,000
330,000
450,000
5.00%
5.10
5.20
5.30
5.40
5.50
5.60
Term Bonds
Year
Amount
Interest Rate
1998
2011
$ 105,000
4,000,000
4.80%
6.00
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 Purchase Contract or the Resolution:
"Bonds" means the Community Redevelopment Agency of the City
of Sanford, Florida, Community Redevelopment Revenue Bonds, Series
1994A, dated August 1, 1994.
"Pledged Revenues" shall have the same meaning as set forth in
the Resolution.
No. 13 (a)
"Purchase Contract" means the Purchase Contract dated as of
July 25, 1994 between the Agency and J.P. Morgan Securities Inc.
"Resolution" means Resolution No. 93-2 adopted by the Agency
on September 27, 1993, as amended and supplemented (collectively,
the "Resolution").
II
Except as disclosed in the Official Statement, 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 Resolu-
tion or the transactions contemplated thereby.
III
Except with respect to the information contained under the
captions "The Redevelopment Project - Developer," "Municipal Bond
Insurance," "Tax Exemption" and "Underwriting" and except for the
information contained in Appendices A and C, and except for the
information provided by the Developer, Louik/Schneider &
Associates, Inc., MS Management Associates, Inc. or any affiliate
or subsidiary of the Developer, Louik/Schneider & Associates, Inc.
or MS Management Associates, Inc., the information contained in the
the Official Statement was, as of its date, and is, as of the date
hereof, true and correct and the Official Statement does not
contain any untrue statement of a material fact or omit to state
any material fact which should be included therein for the purpose
for which the Official Statement is to be used, or which is neces-
sary in order to make the statements contained therein, in the
light of the circumstances under which they were made, not mis-
leading.
IV
The representations and warranties set forth in the Purchase
Contract are true, accurate and complete in all material respects
as of the date hereof and each of the agreements of the Agency, as
set forth in the Purchase Contract to be complied with at or prior
to the closing, has been complied with.
V
The Resolution has not
otherwise changed, except
J.P. Morgan Securities Inc.
been amended, revoked, rescinded or
as shall have been agreed to by
2
VI
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.
VII
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 corporate seal this 9th day of
August, 1994.
SIGNATURE
OFFICIAL TITLE
~jJ. /;ai
Bettye D. smith
Chairman
~t4<JH. t0u~.
J net R..Dough ty
Clerk
-
'- >
(SEAL-) :,_,
.:::.
3
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"" A- tTI
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 Bettye D.
Smith, who upon being duly sworn, deposed and said that she ~
Chairman of the CoItllllunity Redevelopment Agency of theOCiw o'f
Sanford, Florida, and that the signature containe~~n,-th~
affidavit, to-wit: ;::0 l=' 3.:;<>
J>:;:: 3: !TO
:::'0 ~ mC'?
~-r1 Zrrt
W'rn -.-. -i;:::
r.n v -
rn' :::z: Orn
rnrn ""'0
." 1'0..
-n ~ <f)
10 Ul ~
is her signature manually executed, and that the f~egoi~)
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.
~ ~. Jr;i;:
B tye D.' smith
Sworn to and subscribed before me this J~fh day of July, 1994.
~~
Signature of Notary Public
Apri I 1.0 ICjQ 7
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Print, Type or stamp Commissioned
Name of Notary Public
My Commission Expires:
Personally Known vi
or
Produced Identification
Type of Identification Produced