14-2053 Capital Improvement Revenue Note with Old Florida Bank for a 2015 Vactor Sewer Cleaning TruckORDINANCE 14-2053
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA,
AUTHORIZING THE ISSUANCE OF ITS I CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2014 IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $348,000 TO
FINANCE THE ACQUISITION OF A NEW 2015 VACTOR
SEWER CLEANING TRUCK; AUTHORIZING THE EXECUTION
AND DELIVERY OF A LOAN AGREEMENT; AUTHORIZING
THE EXECUTION AND DELIVERY OF A NOTE TO EVIDENCE
THE CITY'S OBLIGATION UNDER THE LOAN AGREEMENT,
SUCH NOTE TO BE A LIMITED OBLIGATION OF THE CITY
PAYABLE FROM A COVENANT TO BUDGET AND
APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM
REVENUES AS PLEDGED HEREIN; PROVIDING FOR THE
RIGHTS AND SECURITIES OF THE OWNER OF TIE NOTE;
AUTHORIZING A NEGOTIATED SALE OF THE NOTE TO OLD
FLORIDA BANK; DESIGNATING THE NOTE AS A
"QUALIFIED TAX EXEMPT OBLIGATION" PURSUANT TO
SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE OWNER OF THE
NOTE; AND PROVIDING FOR AN EFFECTIVE DATE.
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WHEREAS, the City of Longwood (the "City") is vested with !home rule authority pursuant
to Article VII, Section 2 of the Constitution of the State of Florida and Chapter 166, Florida Statutes,
to enact ordinances;
WHEREAS, the City Charter provides that authorization for the borrowing of money shall
be by ordinance of the City; and
WHEREAS, the City Commission finds it necessary and in the best interest of the public's
health, safety and welfare to purchase anew 2015 Vactor Sewer Cleaning Truck (the "Project") and
to finance the purchase of such vehicle through the issuance and sale of the City's Capital
Improvement Revenue Note, Series 2014 (the "Note") to Old Florida Bank, its successor by merger
or otherwise and assigns (the "Bank").
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMNIISSION OF THE
CITY OF LONGWOOD, FLORIDA:
SECTION 1. AUTHORIZATION. This Ordinance is enacted pursuant to the provisions
of Chapter 166, Part II, Florida Statutes, the City of Longwood Charter, and other applicable
provisions of law (the "Act").
SECTION 2. DEFINITIONS. Unless otherwise defined herein, capitalized terms shall
have the meanings set forth below.
"Act" means Chapter 166, Part H, Florida Statutes, the Charter and other applicable
provisions of law.
"Bank" means Old Florida Bank, its successor by merger- or otherwise and assigns.
"Business Day" means any day except any Saturday or Sunday or day on which the principal
office of the Owner is closed.
"Charter" means the charter of the City of Longwood, Florida.
"City" means the City of Longwood, Florida, a municipal corporation of the State of Florida.
"City Manager" means the City Manager of the City or his or her designee.
"City Commission" means the City Commission of the City.
"Clerk" means the City Clerk or assistant or deputy City Clerk of the City, or such other
person as may be duly authorized by the City Commission of the City to act on his or her behalf.
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
"Loan Agreement" means the loan agreement authorized by Section 5 hereof.
"Mayor" means the Mayor of the City or his or her designee.
"Non -Ad Valorem Revenues" means all legally available revenues of the City derived from
any source whatsoever other than special assessments and ad -valorem taxation on real and personal
property, which are legally available to make the payments required herein, but only after provision
has been made by the City for the payment of services and programs which are for essential public
purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally
mandated by applicable law.
"Note" means the promissory note of the City authorized by Section 4 hereof.
"Owner" means the Person or Persons in whose name or names allote shall be registered on
the books of the City kept for that purpose in accordance with the provisions of this Ordinance. The
initial Owner shall be the Bank.
"Person" means natural persons, firms, trusts, estates, associations,' corporations,
partnerships and public bodies.
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"Pledged Revenues" means the Non -Ad Valorem Revenues which have been budgeted and
appropriated by the City in its annual budget for payment of the Note in accordance with Section 6
hereof.
"Project" means the acquisition of a 2015 Vactor Sewer Cleaner Truck.
"Ordinance" means this Ordinance, pursuant to which the Note is authorized to be issued,
including any amendment thereto and any supplemental ordinance(s) l
"State" means the State of Florida.
SECTION 3. FINDINGS. The City Commission hereby f ids and determines that:
(a) The City is a duly constituted and validly existing municipality within the State of
Florida with requisite home rule powers derived from the Constitution and Laws of the State of
Florida.
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(b) The City Commission hereby finds, determines and declares that it is necessary and
desirable and in the best interests of the City and its citizens for the administration and operation of
the City to issue its not to exceed $348,000 Capital Improvement Revenue Note, Series 2014 (the
"Note") to finance the acquisition of a 2015 Vactor Sewer Cleaner Truck (the "Project"). Issuance of
the Note to finance the costs of the Project satisfies a paramount publiic purpose.
(c) The City is without adequate, currently available funds to pay the costs of the Project,
and it is necessary and desirable and in the best interests of the City that it borrow the moneys
necessary to accomplish the financing of the Project.
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(d) The principal of and interest on the Note shall be payable solely from the Pledged
Revenues. The Pledged Revenues are expected to be sufficient to pay the principal and interest on
the Note, as the same become due. The City may issue additional! notes and other obligations
secured by the Pledged Revenues as set forth in the Loan Agreement.1
(e) The Note to be issued under this Ordinance does not constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation. The Note to be issued under the
provisions of this Ordinance is declared to be issued for an essentiIal public and governmental
purpose and, together with interest thereon and income therefrom, is intended to be exempted from
all taxes, except those taxes imposed by Chapter 220, Florida Statutes, on interest, income, orprofits
on debt obligations owned by corporations.
(f) The City Commission has determined that it in the best interest of City to enter into a
loan agreement with Old Florida Bank, its successors by merger or otherwise and its assigns (the
"Bank") and to issue a note secured by the Pledged Revenues to fmance the Project.
(g) Neither the City, nor the State of Florida or any political subdivision thereof or
governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the
principal of and interest on the Note or any amounts due under the Loan Agreement and neither the
Note nor the Loan Agreement shall constitute a lien upon the Project, or upon any properties owned
by or situated within the City except as provided herein with respect to the Pledged Revenues.
(h) Including the proposed Note, the City and any subordinate entities of the City and any
issuer of "tax-exempt" debt that issues "on behalf of the City has not issued more than $10,000,000
of tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), in calendar year 2014 nor does it reasonably expect to do so.
SECTION 4. AUTHORIZATION OF THE NOTE AND PROJECT. Subject and
pursuant to the provisions of this Ordinance, an obligation of the City to be known as the "City of
Longwood, Florida Capital Improvement Revenue Note, Series 2014" is hereby authorized to be
issued under and secured by this Ordinance, in the principal amount not to exceed $348,000 for the
purpose of providing funds to pay the costs of the Project. The City shall pay the costs of issuing the
Note from sources other than the proceeds of the Note. The Note shall be substantially in the form
attached to the Loan Agreement and is hereby approved, with such changes therein as shall be
approved by any of the authorized officers executing the same, with such execution to constitute
conclusive evidence of such officer's approval and the City's approval of any changes therein from
the form attached to the Loan Agreement attached hereto.
The Note shall have a term not to exceed five years. Interest on the Note shall be payable as
set forth in the Loan Agreement and the Note. Principal of and interest on the Note shall be payable
from, and secured by, the Pledged Revenues. The Note may be prepaid as set forth in the Loan
Agreement and the Note.
The Project is hereby authorized. Because of the characteristics of the Note, prevailing
market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in
the best interest of the City to sell the Note at a negotiated sale to the Bank.
SECTION 5. AUTHORIZATION OF LOAN AGREEMENT. In order to provide for the
security of the Note, and to express the contract between the City and the owners thereof, subject to
the provisions of this Ordinance, the City does hereby authorize the execution and delivery on behalf
of the City by the Mayor under the seal of the City, attested by the City Clerk, of the Loan Agreement
(the "Loan Agreement") with the Bank. The Loan Agreement shall be in substantially the form
thereof attached hereto and marked Exhibit "A" and is hereby approved, with such changes therein as
shall be approved by any of the authorized officers executing the same, with such execution to
constitute conclusive evidence of such officer's approval and the City's approval of any changes
therein from the form of the Loan Agreement attached hereto.
SECTION 6. COVENANT TO BUDGET AND APPROPRIATE. Subject to the next
paragraph, the City covenants and agrees to appropriate in its annual budget, by amendment, if
necessary, from all revenues of the City which are not special assessments and which are not derived
from ad valorem taxation and which are lawfully available to be used to pay debt service on amounts
due under the Note ("Non -Ad Valorem Revenues"), amounts sufficient to pay principal of and
interest on amounts due under the Note as the same shall become due. Such covenant and agreement
on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall
be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or
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other legally available funds in amounts sufficient to make all such required payments shall have
been budgeted, appropriated and actually paid. No lien upon or pledge of such budgeted Non -Ad
Valorem Revenues shall be in effect until such monies are budgeted and appropriated. The City
further acknowledges and agrees that the obligations of the City to include the amount of any
deficiency in payments in each of its annual budgets and to pay such deficiencies from Non -Ad
Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the
remedies set forth herein. Notwithstanding the foregoing, the City does not covenant to maintain any
services or programs, now provided or maintained by the City, which generate Non -Ad Valorem
Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem
Revenues, nor does it give the holder of the Note a priority claim on the Non -Ad Valorem Revenues
as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -
Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereafter, entered into (including the
payment of debt service on bonds and other debt instruments). Anything in this Ordinance to the
contrary notwithstanding, it is understood and agreed that all obligations of the City hereunder shall
be payable from the portion of Non -Ad Valorem Revenues budgeted and appropriated as provided
for hereunder and nothing herein shall be deemed to pledge ad valorem tax revenues or to permit or
constitute a mortgage or lien upon any assets owned by the City and no holder of the Note nor any
other person, may compel the levy of ad valorem taxes on real or personal property within or outside
the boundaries of the City. Notwithstanding any provisions of this Ordinance or the Note to the
contrary, the City shall never be obligated to maintain or continue any of the activities of the City,
which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Except as
provided hereafter, neither this Ordinance nor the obligations of the City hereunder shall be
construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the
City, but shall be payable solely as provided herein and is subject in all'respects to the provisions of
Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs
which are for essential public purposes affecting the health, welfare and safety of the inhabitants of
the City.
SECTION 7. SECURITY FOR NOTE. The payment of principal of and interest on the
Note shall be secured equally and ratably by a pledge of and lien upon the Pledged Revenues on a
parity with any other debt heretofore or hereinafter issued by the City payable from the Pledged
Revenues. The City hereby irrevocably pledges the Pledged Revenues to the payment of the
principal of and interest on the Note in accordance with this Ordinancei The Pledged Revenues shall
immediately be subject to the lien of this pledge without any physical delivery thereof or further act,
and the lien of this pledge shall be -valid and binding as against all parties having claims of any kind
in tort, contract or otherwise against the City. Additional notes or other: obligations may be issued by
the City and secured by the Pledged Revenues.
SECTION 8. DESIGNATION OF NOTE AS A
OBLIGATION. The City hereby designates the Note as a "qualified tax-exempt obligation" under
Section 265(b)(3) of the Code. This designation is based upon the findings of the City set forth in
Section 3(h) of this Ordinance. The Mayor, a City Commission Member or the Clerk are authorized
to certify such finding upon the issuance of the Note. The City acknowledges that any action which
adversely impacts the status of the Note as a "qualified tax-exempt obligation" will result in an
upward adjustment to. the interest rate on such Note.
SECTION 9. SALE OF NOTE. The Note is hereby awarded and sold to the Bank at the
purchase price in accordance with the terms herein. The Mayor or other applicable officers of the
City Commission are authorized, in their discretion, to execute and deliver agreements, certificates,
or documents related to the issuance of the Note, including a waiver of right to jury trail, to the
extent deemed necessary by the Bank.
SECTION 10. AUTHORIZATION OF EXECUTION OF TAX EXEMPTION
CERTIFICATE, OTHER CERTIFICATES AND OTHER INSTRUMENTS. The Mayor or
other members of the City Commission or authorized City staff is hereby authorized and directed to
execute and deliver certificates of the City certifying such facts as Greenberg Traurig, P.A., as note
counsel, shall require, in connection with the issuance, sale and delivery of the Note and to execute
and deliver such other instrurnents, including but not limited to, a tax exemption certificate relating
to certain requirements set forth in Section 148 of the Code, as shall be necessary or desirable to
perform the City's obligations under any agreement securing such Note.
SECTION 11. REMEDIES OF NOTEHOLDER. The holder of a Note may, whether at
law or in equity, by suit, action, mandamus or other proceeding, protect and enforce and compel the
performance of all duties required hereby, or by the Loan Agreement which secures such Note, to be
performed by the City.
SECTION 12. GENERAL AUTHORITY. The City Manager, the members of the City
Commission, the Mayor and its officers, counsel, agents and officials are hereby authorized to do all
acts and things required of them consistent with the requirements of this Ordinance, the Loan
Agreement and any other document relating to the issuance of the Note for the full punctual and
complete performance of all the terms, covenants and agreements contained in the Note, this
Ordinance, the Loan Agreement and such other documents. The Deputy Mayor and any other
member of the City Commission is authorized to do all things required or permitted by this
Ordinance of the Mayor in his or her absence or unavailability.
SECTION 13. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the
covenants, agreements or provisions contained herein shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed severable from the remaining covenants,
agreements or provisions hereof and shall in no way affect the validity of any of the other provisions
of this Ordinance.
SECTION 14. EFFECTIVE DATE. This Ordinance shall take effect immediately upon its
enactment.
FIRST READING: November 17, 2014
SECOND READING AND ENACTMENT on this 1 st day of December, 2014.
CITY COMMISSION
CITY OF LONGWO D, FLOP
[SEAL]
Approved as to form and legality:
Daniel . Langley, -icy rney
John C.
7
ORL 298947593v4
FORM OF LOAN AGREEMENT
A-1
LOAN AGREEMENT
(2015 Vactor Sewer Cleaner Truck)
Dated as of December 9, 2014
By and Between
THE CITE' OF LONGWOOD, FLORIDA
(the "City")
and
OLD FLORIDA BANK
(the "Bank")
TABLE OF CONTENTS
(The Table of Contents for this Loan Agreement is for convenience of reference only and
is not intended to defuse, limit or describe the scope or intent of 'any provisions of this Loan
Agreement.)
ARTICLE I
DEFINITION OF TERMS
Section 1.01. Definitions....................................................................I
Section 1.02. Interpretation.................................................................
Section 1.03. Titles and Headings.....................................................:.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01. Representations and Warranties of City ...................... I...........................
Section 2.02. Representations and Warranties of Bank.....................�...........................
ARTICLE III
THE NOTE
Page
1
3
3
3
4
Section 3.01. Description of the Note ................................................ ............................................ 5
Section 3.02. Conditions Precedent to Purchase of Note ............................................................. 5
Section 3.03. Registration of Transfer; Assignment of Rights of Bank ........................................ 7
Section 3.04. Ownership of the Note............................................................................................7
Section 3.05. Use of Proceeds of Note Permitted Under Applicable Law .................................... 8
ARTICLE IV
COVENANTS OF THE CITY
Section 4.01.
Performance of Covenants
Section 4.02.
Payment of the Note
Section 4.03.
Pledged Revenues........................................................1 .........................................9
Section4.04.
Tax Covenant............................................................... i...........................................9
Section 4.05.
Budget and Other Financial Information................................................................ 9
Section4.06.
Prepayment..................................................................:...........................................9
(i)
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default.....................................................................................................9
Section 5.02. Exercise of Remedies............................................................................................10
Section 5.03. Remedies Not Exclusive........................................................................................11
Section5.04. Waivers, Etc...........................................................................................................11
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01.
Covenants of City, Etc.; Successors ................................
Section 6.02.
Term of Agreement.........................................................
Section 6.03.
Notice of Changes in Fact ...............................................
Section 6.04.
Amendments and Supplements .......................................
Section6.05.
Notices.............................................................................
Section 6.06.
Benefits Exclusive...........................................................
Section 6.07.
Severability......................................................................
Section 6.08.
Payments Due on Saturdays,. Sundays and Holidays ......
Section 6.09.
Counterparts....................................................................
Section 6.10.
Applicable Law................................................................
Section 6.11.
No Personal Liability.......................................................
Section 6.12.
Incorporation by Reference .............................................
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...................................11
...................................11
...................................12
...................................12
...................................12
...................................12
...................................12
...................................13
...................................13
...................................13
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00
r
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement"), in, and entered into this 9th day of
December, 2014, by and between THE CITY OF LONGWOOD, FLORIDA (the "City"), a
municipal corporation duly organized under the laws of the State of Florida and its successors
and assigns, and OLD FLORIDA BANK, a national banking association, and its successors by
merger or otherwise and its assigns (the "Bank"). i
WITNESSETH:
WHEREAS, capitalized terms used in these recitals and
the meanings specified in Article I of this Agreement; and
WHEREAS, the City, pursuant to Chapter 166, Florid
supplemented, the Charter of the City, and any other applicable
foregoing, collectively, the "Act"), and Ordinance No. 14-20'
December 1, 2014, subject to certain limitations, is authorized to
notes or other obligations to finance the cost of the acquisition of
Truck (the "Project"); and
WHEREAS, the City finds that the Project will serve a
and
WHEREAS, the Bank has agreed to purchase the City's
Note, Series 2014 in the aggregate principal amount of $348,000
of this Agreement;
defined shall have
Statutes, as amended and
of law (all of the
, enacted by the City on
)orrow money, issue bonds,
2015 Vactor Sewer Cleaner
purpose under the Act;
it Improvement Revenue
the terms and conditions
WHEREAS, the obligation of the City to repay principal of land interest on the Note will
not constitute a general obligation or indebtedness of the City as a "bond" within the meaning of
any provision of the Constitution of the State, but shall be a special, limited obligation of the
City, secured by the covenant to budget and appropriate Non -Ad Valorem Revenues; and
WHEREAS, the City is not authorized and cannot be con
property of or in the City to pay the principal of or interest on thl
payments provided for herein. Furthermore, neither the Note nor tl
constitute a lien upon the Project or upon any other property of or in
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITION OF TERMS
Jelled to levy taxes on any
Note or to make any other
interest thereon shall be or
he City;
Section 1.01. Definitions. Capitalized terms used in this Agreement and not otherwise
defined shall have the respective meanings as follows:
"Act" shall have the meaning assigned to that term in the recitals hereof.
"Agreement" shall mean this Loan Agreement and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bank" shall mean Old Florida Bank, its successors by merger or otherwise and its
assigns, with an office located at 502 N. Highway 17-92, Longwood, Florida 32750.
"Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
banks in Longwood, Florida are authorized or required to be closed.
"City" shall mean the City of Longwood, Florida, a municipal corporation.
"City Commission" means the City Commission of the City, as the governing body of the
City.
"Clerk" means the Clerk of the City or, in the Clerk's absence, any Deputy Clerk duly
authorized to execute documents or take other action, as the case may be, on the Clerk's behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the applicable rules and regulations promulgated thereunder. _
"Event of Default" shall mean an Event of Default as defined in Section 5.01 of this
Agreement.
"Final Maturity Date" shall mean the date on which all principal and all unpaid interest
accrued on the Note shall be due and payable in full, which date shall be, if not sooner due to
acceleration or prepayment, December 9, 2019.
"Fiscal Year" shall mean the twelve month period commencing October 1 of each year
and ending on the succeeding September 30, or such other twelve month period as the City may
designate as its "fiscal year" as permitted by law.
"Interest Rate" shall mean 2.15% per annum or as otherwise set forth in the Note.
"Mayor" means the Mayor of the City, or, in the Mayor's absence, the Deputy Mayor of
the City, or such other person as may be duly authorized to act on the Mayor's behalf.
"Non -Ad Valorem Revenues" shall mean all legally available revenues of the City
derived from any source whatsoever other than special assessments and ad -valorem taxation on
real and personal property, which are legally available to make the payments required herein, but
only after provision has been made by the City for the payment of services and programs which
are for essential public purposes affecting the health, welfare and safety of the inhabitants of the
City or which are legally mandated by applicable law.
"Note" shall mean the City's Capital Improvement Revenue Note, Series 2014 issued
pursuant to the Ordinance and this Agreement.
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"Note Counsel" shall mean, initially, Greenberg Traurig, P.A., Orlando, Florida, or any
other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining
to the federal tax exemption of interest on obligations issued by states and political subdivisions
as approved by the City.
"Noteholder" shall mean the Bank as the holder of
registered holder of the Note.
"Pledged Revenues" shall mean the Non -Ad Valorem
budgeted and appropriated by the City in its annual budget for pay
"Project" shall mean the acquisition of a 2015 Vactor Sewer
"Ordinance" shall mean Ordinance No. 14-2053 enacted
2014 which,. among other things, authorized the execution and 6
the issuance of the Note.
"State" means the State of Florida.
Section 1.02. Interpretation. Unless the context clearly 1
masculine gender shall be construed to include correlative words
genders and vice versa, and words of the singular number sh,
correlative words of the plural number and vice versa. Any ca
Agreement not herein defined shall have the meaning ascribed to
This Agreement and all the terms and provisions hereof shall be
purpose set forth herein and to sustain the validity hereof.
Section 1.03. Titles and Headings. The titles and headil
of this Agreement, which have been inserted for convenience of r
considered a part hereof, shall not in any way modify or restrict
hereof, and shall not be considered or given any effect in con,
provision hereof or in ascertaining intent, if any question of intent
ARTICLE H
REPRESENTATIONS AND WARRANTIES OF
Section 2.01. Represen
warrants to the Bank as follows:
(a) Existence. The City is a municipal corporation of
created and validly existing under the laws of the State of Florida,
and authority to enact the Ordinance, to enter into this Agreemen
hereunder and to issue and deliver the Note to the Bank. I
performance of this Agreement on the part of the City and the issua
have been duly authorized by all necessary action on the part of the
Note and any subsequent
enues which have been
of the Note.
Truck.
the City on December 1,
;ry of this Agreement and
:quires otherwise, words of
of the feminine and neuter
11 be construed to include
)italized terms used in this
zch terms in the Ordinance.
construed to effectuate the
of the Articles and Sections
rence only and are not to be
of the terms and provisions
ing this Agreement or any
Auld arise.
PARTIES
The City represents and
the State of Florida, duly
with full legal right, power
to perform its obligations
he making, execution and
ice and delivery of the Note
City and will not violate or
conflict with the Act, or any agreement, indenture or other instrument by which the City or any
of its material properties is bound.
(b) Validity, , Etc. This Agreement, the Note and the Ordinance are or will be valid
and binding obligations of the City enforceable against the City in accordance with their
respective terms, except to the extent that enforceability may be subject to valid bankruptcy,
insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from
time to time affecting the enforcement of creditors' rights and except to the extent that the
availability of certain remedies may be precluded by principles of equity.
(c) No Financial Material Adverse Change. Except as noted in the financial
statements, letters to the City's auditors, or as disclosed separately by the City to Bank, there are
no actions, proceedings or investigations pending against the City or affecting the City (or any
basis therefor known to the City) which, either in any case or in the aggregate, are likely to result
in any material adverse. change in the financial condition, business, prospects, affairs or
operations of the City, or in any material impairment of the right or ability of the City to carry on
its operations as now conducted or proposed to be conducted, or in any material liability on the
part of the City and none which questions the validity of this Agreement, the Note or the
Ordinance or of any action taken or to be taken in connection with the transactions contemplated
hereby or thereby.
(d) Powers of City. The City has the legal power and authority to pledge the Pledged
Revenues to the repayment of the Note as described herein.
Section 2.02. Representations and Warranties of Bank. The Bank represents and
warrants to the City as follows:
(a) Existence. The Bank is a state banking corporation, authorized to do business in
the State of Florida, with full power to enter into this Agreement, to perform its obligations
hereunder and to purchase the Note. The performance of this Agreement on the part of the Bank
and the purchase of the Note have been duly authorized by all necessary action on the part of the
Bank and will not violate or conflict with applicable law or any material agreement, indenture or
other instrument by which the Bank or any of its material properties is bound.
(b) Validily. This Agreement is a valid and binding obligation of the Bank
enforceable against the Bank in accordance with its terms, except to the extent that enforceability
may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium
or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and
specifically creditors' rights as the same relate to national banks) and except to the extent that the
availability of certain remedies may be precluded by principles of equity.
(c) Knowledge and Experience. The Bank (i) has such knowledge and experience in
financial and business matters that it is capable of evaluating and has evaluated the merits and
risks of investing in the Note, (ii) has received and reviewed such financial information
concerning the City as it has needed in order to fairly evaluate the merits and risks of investing in
the Note; (iii) is an "accredited investor" as such term is defined in Regulation D to the Securities
Act of 1933; and (iv) is purchasing the Note as an investment for its own account and not with a
view toward resale to the public. The Bank will not transfer the Note except to other banks
affiliated within the Bank or any successor or subsidiary thereof.
ARTICLE III
THE NOTE
Section 3.01. Description of the Note. The obligation ofithe City to repay the Loan
shall be evidenced by the Note. The Note shall be dated as of December 9, 2014; shall mature as
set forth therein, shall be in registered form; and shall bear interest from its date until payment of
the principal amount thereof, at the Interest Rate shown on Exhibit A hereto. Interest shall be
payable as set forth on Exhibit A, calculated on the basis of an actual/360-day basis, from its date
as to principal at the Interest Rate shown on Exhibit A hereto. The Note shall be subject to
prepayment, in whole or in part, prior to its maturity without penalty, upon at least two Business
Days' notice to the Noteholder prior to the date selected for prepayment.
Section 3.02. Conditions Precedent to Purchase of Note. Prior to or simultaneously
with the delivery of the Note by the City there shall be filed with the! i Bank the following, each in
form and substance reasonably acceptable to the Bank:
(a) an opinion of the City's counsel, relying on representations from the City and its
officials, employees and agents without independent review by the City's counsel, to the City and
the Bank for the exclusive reliance by the addressees, to the effect that (i) the Ordinance has been
duly enacted and this Agreement has been duly authorized, executed and delivered by the City
and constitutes a valid, binding and enforceable agreement of the City in accordance with its
terms, except to the extent that the enforceability of the rights and remedies set forth herein may
be limited by bankruptcy, insolvency, financial emergency or laws affecting creditors' rights or
by equity principles; (ii) the City's execution, delivery and performance of this Agreement and
execution and issuance of the Note are not subject to any authorization, consent, approval or
review of any other governmental body, public officer or regulatory authority not heretofore
obtained or effected; (iii) the execution, issuance and delivery of the Note have been duly and
validly authorized by the City, and the Note constitutes a valid and binding special obligation of
the City enforceable in accordance with its terms; (iv) the City (A) is a municipal corporation
duly organized and validly existing under the laws of the State of Florida, and (B) has power and
authority to execute and deliver this Agreement to consummate the transactions contemplated
hereby; (v) the execution, delivery and performance of the Note and this Agreement, and
compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do
not and will not in any material respect conflict with, or constitute on the part of the City a
breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to
which the City or to which its properties are subject or conflict with, violate or result in a breach
of any existing law, administrative rule or regulation, judgment, court order or consent decree to
which the City or its properties are subject; (vi) to the best of such counsel's knowledge, there is
no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or
in equity, pending or threatened in any court or other tribunal, state or federal (A) restraining or
enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Note,
(B) in any way questioning or affecting the validity or enforceability of any provision of this
i
Agreement, the Note, or the Ordinance, (C) in any way questioning or affecting the validity of
any of the proceedings or authority for the authorization, sale, execution or delivery of the Note,
or of any provision made or authorized for the payment thereof, or (D) questioning or affecting
the organization or existence of the City or the right of any of its officers to their respective
offices; (vii) the City has the legal power to pledge the Pledged Revenues to the repayment of the
Note as described in the Ordinance; and (viii) all conditions contained in the ordinances and
Ordinances of the City precedent to the issuance of the Note have been complied with.
City's counsel will not render an opinion concerning the Determination of Taxability of
this Agreement and the Note; the Federal and State tax-exempt status of the interest income and
documentary taxes arising from this Agreement, the Note and this transaction; and any matters
assigned to Note Counsel pursuant to this Agreement and the Note. The opinion of the City's
counsel will be based on the facts in existence and laws in effect on the date of the opinion letter
and will disclaim any obligation to update the opinion regardless of whether changes in such
facts or laws come to the counsel's attention after the delivery hereof. The opinion will be
limited to the law of the State of Florida and will not express an opinion with respect to the laws
of any other state or jurisdiction and will not render an opinion concerning securities laws of
State of Florida and Federal govermment. The opinion of the City's counsel will assume that the
execution, delivery and performance of the loan documents are within the power of the Bank,
and will not violate or result in a breach of any term or provision of any agreement, judgment,
non -Florida Statute, decree or administrative order to which Bank is subject and will assume that
the loan documents, in the exact form as reviewed by City's counsel, will be duly authorized,
completed, executed and delivered by the City and Bank.
(b) an opinion of Note Counsel stating that such counsel are of the opinion
that: (i) assuming compliance . by the City with certain covenants relating to requirements
contained in the Code (a) interest on the Note is excluded from gross income for purposes of
federal income taxation, and (b) interest on the Note 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, (ii) if so designated by the City, that the Note is a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
(c) The Bank shall have received an incumbency certificate of the City in respect of
each of the officers who is authorized to sign this Loan Agreement and the related financing
documents on behalf of the City.
(d) a copy of a completed and executed Form 8038-G to be fled with the Internal
Revenue Service by the City; and
(e) such other documents as the Bank reasonably may request (including, without
limitation, appropriate executed Florida Division of Bond Finance forms).
When the documents and items mentioned in clauses (a) through (e), inclusive, of this
Section shall have been filed with the Bank, and when the Note shall have been executed as
required by this Agreement, and all conditions of the Ordinance have been met, the City shall
Z
deliver the Note to or upon the order of the Bank, but only against and upon the City's receipt of
the purchase price of the Note, in cash or by wire transfer in the City's discretion.
Section 3.03. Registration of Transfer; Assignment of Rights of Bank. The City
shall keep at the office of the City Clerk in the City's records the registration of the Note and the
registration of transfers of the Note as provided in this Agreement. Subject to the restriction set
forth in the fourth paragraph of this Section, the transfer of the Note may be registered only upon
the books kept for the registration of the Note and registration of transfer thereof upon surrender
thereof to the City together with an assignment duly executed by the Bank or its attorney or legal
representative in the form of the assignment set forth on the form of the Note attached as
Exhibit A to this Agreement; provided, however, that the Note may be transferred only in whole
and not in part, and only if the transferee reaffirms, in writing delivered to the City in advance,
that the transferee meets the requirements of Section 2.02. In the case of any such registration of
transfer, the City shall execute and deliver in exchange for the applicable Note and the aforesaid
reaffirmation by the transferee, a new Note registered in the name of the transferee. In all cases
in which the Note shall be transferred hereunder, the City shall execute and deliver at the earliest
practicable time a new Note in accordance with the provisions of this Agreement. The City may
make a charge for every such registration of transfer of the Note sufficient to reimburse it for any
tax or other governmental charges required to be paid with respect to such registration of
transfer, but no other charge shall be made for registering the transfer hereinabove granted. The
Note shall be issued in fully registered form and shall be payable any coin or currency of the
United States.
The registration of transfer of the Note on the registration books of the City shall be
deemed to effect a transfer of the rights and obligations of the Bank under this Agreement to the
transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and
shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and
the transferor shall execute and record such instruments and take such other actions as the City
and such transferee may reasonably request in order to confirm that such transferee has
succeeded to the capacity of Bank under this Agreement and the Note, including without
limitation, delivery to the City of the transferee's reaffirmation.
In the event any Note is mutilated, lost, stolen, or destroyed, he City shall execute a new
Note of like date and denomination as that mutilated, lost, stolen orl destroyed, provided that, in
the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in
the case of any lost, stolen, or destroyed Note, there first shall be RiIinished to the City evidence
of such loss, theft or destruction together with an indemnity satisfactory to the City.
Nothing in this Agreement or in the Note shall be construed to prohibit the Bank from
granting a participation or participations in the Note to any other bank or banks affiliated with
the Bank or any subsidiary thereof. No such bank participant shall, however, be a registered
holder of any Note or any portion thereof.
Section 3.04. Ownership of the Note. The person in whose name the Note is registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and. payment of or
on account of such Note shall be made only to the registered owner thereof or such owner's legal
7
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon the Note, and interest thereon, to the extent of the sum or sums so paid.
The registered owner of the Note is hereby granted power to transfer absolute title thereof
by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice
of prior defenses or equities or claims of ownership enforceable against such owner's assignor or
any person in the chain of title and before the maturity of such Note; provided, however, that the
Note may be transferred only in whole and not in part and provided further, that no transfer shall
be permitted absent the City's (and the Banks) receipt of a letter in form and substance similar to
the one delivered by the Bank pursuant to Section 218.385, Florida Statutes from such proposed
transferee and provided such proposed transferee delivers to the City the transferee's
reaffirmation of Section 2.02. Every prior registered owner of the Note shall be deemed to have
waived and renounced all of such owner's equities or rights therein in favor of every such bona
fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all
rights represented thereby.
Section 3.05. Use of Proceeds of Note Permitted Under Applicable Law. The City
represents, warrants and covenants that the proceeds of the Note will be used solely for the
Project. The Project may be procured by the City in advance of the execution of this Agreement
and the Note; therefore, the City may use the proceeds from the Note to reimburse itself for the
cost of the Project.
ARTICLE IV
COVENANTS OF THE CITY
Section 4.01. Performance of Covenants. The City covenants that it will perform
faithfully at all times its covenants, undertakings and agreements contained in the Ordinance, this
Agreement and the Note.
Section 4.02. Payment of the Note
(a) The City covenants that it will promptly pay the principal of and interest on the
Note at the place, on the dates and in the manner provided herein and in the Note, in accordance
with the terms thereof. Pursuant to Section 4.03 hereof, the City hereby covenants to budget and
appropriate the Pledged Revenues in sufficient amounts to pay principal and interest on the Note
when due until the repayment in full of the Note, to the extent such funds are lawfully available.
(b) The Note will be a limited obligation of the City secured solely by the Pledged
Revenues and are payable from the Pledged Revenues as provided in the Ordinance. The Note
will not constitute a general debt, liability or obligation of the City or the State or any political
subdivision thereof within the meaning of any constitutional or statutory debt limitation. Neither
the faith and credit nor the taxing power of the City or of the State or any political subdivision
thereof is pledged to the payment of the principal of or interest on the Note and the Noteholder
shall never have the right to compel any exercise of any ad valorem taxing power of the City or
of the State or any political subdivision thereof, directly or indirectly to enforce such payment,
nor require the City to levy and collect any particular amount of P
shall not constitute a lien upon any property of the City except upon
;ed Revenues. The Note
Pledged Revenues.
(c) The City shall pay all costs of issuance of the Note, including, but not limited to,
fees and costs of legal counsel to the Bank, from sources other than the proceeds of the Note.
Section 4.03. Pledged Revenues . Pursuant to the Ordinance, 'the City has covenanted
to budget and appropriate Non -Ad Valorem Revenues to the payment of principal of and interest
on the Note; provided, however, that the City is authorized and retains -the right to pledge Non -
Ad Valorem Revenues to the payment of the principal of and interest on,future debt issued by the
City.
Section 4.04. Tag Covenant. The City covenants to the Noteholder that the City will
not make any use of the proceeds of the Note at any time during the term of such Note which, if
such use had been reasonably expected on the date the Note were, issued, would have caused
such Note to be an "arbitrage bond" within the meaning of the Code. To the extent the City has
control of such, the City will comply with the requirements of the Code and any valid and
applicable rules and regulations promulgated thereunder necessary to ensure the exclusion of
interest on the Note from the gross income of the Noteholder fori purposes of federal income
taxation.
Section 4.05. Budget and Other Financial Information. The City shall:
(a) Within two hundred and seventy (270) days following the end of each Fiscal Year
of the City, provide the Noteholder with a copy of the City's audited financial statements for the
preceding Fiscal Year; and
(b) Provide the Noteholder, with a copy of its annual budget within thirty (30) days of
the adoption of the same, a completed budget book upon the completion of the same, and such
other financial information regarding the City as the Noteholder may, reasonably request.
Section 4.06. Prepayment. The Note shall be subject to prepayment, in whole or in
part, prior to its maturity without penalty, upon at least two Business Days' notice to the
Noteholder prior to the date selected for prepayment.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIIES
Section 5.01. Events of Default. Each of the following is hereby declared an "Event of
Default:"
(a) payment of the principal of the Note is not made within thirty (30) days of when
the same shall become due and payable; or
(b) payment of any installment of interest on the Note is not made within thirty (30)
days of when the same shall become due and payable; or
(c) the City shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Note or in this Agreement and
such default shall continue for thirty (30) days after written notice shall have been received by
the City from the Noteholder specifying such default and requiring the same to be remedied;
provided, however, that if, in the reasonable judgment of the Noteholder, the City shall proceed
to take such curative action which, if begun and prosecuted with due diligence, cannot be
completed within a period of thirty (30) days, then such period shall be increased to such extent
as shall be necessary to enable the City to diligently complete such curative action; or
(d) the filing of a petition by or against the City relating to bankruptcy,
reorganization, arrangement or readjustment of debt of the City or for any other relief relating to
the City under the United States Bankruptcy Code, as amended, or any other insolvency act or
law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the City,
where such event continues for at least 120 days undismissed or undischarged.
Section 5.02. Exercise of Remedies. Upon the occurrence and during the continuance
of an Event of Default, the Noteholder may, by a notice in writing to the City, declare the
principal of the Note (if not then due and payable) to be immediately due and payable, and upon
such declaration, the same shall be immediately due and payable, anything contained in the Note
or this Agreement to the contrary notwithstanding. Upon the occurrence and during the
continuance of an Event of Default, the Noteholder may proceed to protect and enforce its rights
under the laws of the State or under this Agreement by such suits, actions or special proceedings
in equity or at law, or by proceedings in the office of any board or officer having jurisdiction,
either for the specific performance of any covenant or agreement contained herein or in aid or
execution of any power herein granted or for the enforcement of any proper legal or equitable
remedy, as the Noteholder shall deem most effective to protect and enforce such rights. Without
limiting the generality of the foregoing, the Noteholder shall have the right to bring a mandamus
action to require the City to perform its obligations under Article IV of this Agreement.
In the enforcement of any remedy under this Agreement, to the extent permitted by law,
the Noteholder shall be entitled to sue for, enforce payment of and receive any and all amounts
then or during any default becoming, and at any time remaining, due from the City for principal,
interest or otherwise under any of the provisions of this Agreement or of the Note then unpaid,
together with any and all costs and expenses of collection and of all proceedings hereunder and
under the Note (including, without limitation, reasonable legal fees in all proceedings, including
administrative, appellate and bankruptcy proceedings), but payable from the Pledged Revenues,
without prejudice to any other right or remedy of the Noteholder, and to recover and enforce any
judgment or decree against the City, but solely as provided herein and in the Note, for any
portion of such amounts remaining unpaid and interest, costs, and expenses as above provided,
and to collect (but only from the Pledged Revenues) in any manner provided by law, the monies
adjudged or decreed to be payable.
10
Upon the occurrence and during the continuance of an Event of Default set forth in
Section 5.02(a) or (b), a late fee equal to five percent (5%) of the unpaid amount shall be due'to
the Noteholder.
I
Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Noteholder is intended to be exclusive of any other remedy or remedies herein provided,
and each and every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder; provided, however, notwithstanding anything to the contrary herein, the
sole and exclusive source of the funds for payment of the Note and all costs, fees, expenses and
other obligations of the City under this Agreement and the Note shall be the Pledged Revenues.
Section 5.04. Waivers, Etc. No delay or omission of the Noteholder to exercise any
right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or any acquiescence therein; and every power and
remedy given by this Agreement to the Noteholder may be exercised from time to time and as
often as may be deemed expedient. 11
The Noteholder may waive any default which in its opinion shall have been remedied
before the entry of final judgment or decree in any suit, action or proceeding instituted by it
under the provisions of this Agreement or before the completion of the enforcement of any other
remedy under this Agreement, but no such waiver shall be effective unless in writing and no
such waiver shall extend to or affect any other existing or any subsequent default or defaults or
impair any rights or remedies consequent thereon.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Covenants of City, Etc.; Successors. All of the covenants, stipulations,
obligations and agreements contained in this Agreement shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations and agreements shall be binding upon the
successor or successors thereof from time to time, and upon any officer, board, commission,
authority, agency or instrumentality to whom or to which any power or duty affecting such
covenants, stipulations, obligations and agreements shall be transferred by or in accordance with
law.
Section 6.02. Term of Agreement. This Agreement shall) be in full force and effect
from the date hereof until the Note and all other sums payable to the Bank hereunder have been
paid in full and shall survive the termination of this Agreement in relation to those provisions
that deal with retroactive cost increases for the Bank in relation to the tax exempt status of the
Note. I
Section 6.03. Notice of Changes in Fact. Promptly after the City becomes aware of the
same, to the extent such materially and substantially impairs the City's ability to honor its
obligations under this Agreement, the City will notify the Bank of (a) any changes in any
material fact or circumstance represented or warranted by the City in this Agreement or in
11
connection with the issuance of the Note, and (b) any default under this Agreement, specifying in
each case the nature thereof and what action the City has taken, is taking and/or proposes to take
with respect thereto.
Section 6.04. _Amendments and Supplements. This Agreement may be amended or
supplemented from time to time only by a writing duly executed by each of the City and the
Noteholder.
Section 6.05. Notices. Any notice, demand, direction, request or other instrument
authorized or required by this Agreement to be given to or filed with the City or the Bank, shall
be deemed to have been sufficiently given or filed for all purposes of this Agreement if and
when sent by certified mail, return receipt requested:
(a) As to the City:
City of Longwood, Florida
Attention: City Manager
175 W. Warren Avenue
Longwood, Florida 32750
(b) As to the Bank:
Old Florida Bank
502 N. Highway 17-92
Longwood, Florida 32750
Either parry may, by notice sent to the other, designate a different or additional address to which
notices under this Agreement are to be sent.
Section 6.06. Benefits Exclusive. Except as herein otherwise provided, nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer upon any person,
firm or corporation, other than the City and the Noteholder, any right, remedy or claim, legal or
equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all
its provisions being intended to be and being for. the sole and exclusive benefit of the City and
the Noteholder.
Section 6.07. Severability. In case any one or more of the provisions of this
Agreement, any amendment or supplement hereto or of the Note shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Agreement, any amendment or supplement hereto or the Note, but this Agreement, any
amendment or supplement hereto and the Note shall be construed and enforced at the time as if
such illegal or invalid provisions had not been contained therein, nor shall such illegality or
invalidity or any application thereof affect any legal and valid application thereof from time to
time. In case any covenant, stipulation, obligation or agreement contained in the Note or in this
Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation,
obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement
of the City to the full extent from time to time permitted by law.
Section 6.08. Payments Due on Saturdays, Sundays and Holidays. In any case where
the date of maturity of interest on or principal of the Note or the date fixed for prepayment of the
12
i
Note shall be a Saturday, Sunday or a day on which the Bank is re quired, or authorized or not
prohibited, by law (including executive orders) to close and is closed, then payment of such
interest or principal shall be made on the next succeeding day on which the Bank is open for
business with the same force and effect as if paid on the date of maturity or the date fixed for
prepayment, and no interest on any such principal amount shall accrue for the period after such
date of maturity or such date fixed for prepayment.
Section 6.09. Counterparts. This Agreement may be executed in counterparts, the
aggregate of which when so executed and delivered, shall be an original.
Section 6.10. Applicable Law. This Agreement shall be governed exclusively by ' and
construed in accordance with the applicable laws of the State. Exclusive venue for any litigation
arising out of or concerning this Agreement or the Note shall be -in a court- of competent
jurisdiction in Seminole County, Florida. - -
Section 6.11. No Personal Liability. Notwithstanding anything to -the contrary_
contained herein or in the Note, or in any other instrument or document executed by or on behalf
of the City in connection herewith, no stipulation, covenant, agreement-, or obligation, of any
present or future member of the City Commission, officer, attorney, employee or agent of the
City, officer, employee or agent of a successor to the City, in any such person's -individual or
official or representative capacity, shall be liable personally for any breach or non -observance of
or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements,
liability, debt, judgment or obligations, nor shall any recourse be had for the payment of the
principal of or interest on any Note or for any claim based thereon or on any such stipulation,
covenant, agreement, liability, debt, judgment or obligation, against any such person, in his or
her individual capacity, either directly or through the City or any successor to the City, under any
rule or law or equity, statute or constitution or by the enforcement of any assessment or penalty
or otherwise and all such liability of any such person, in his or her individual capacity, is hereby
expressly waived and released.
Section 6.12. Incorporation by Reference. All of the terms and obligations of the
Ordinance and the Exhibits hereto are hereby incorporated, herein �by reference as if all of the
foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this
Agreement are hereby incorporated herein by reference.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
SIGNATURE PAGE FOR LOAN AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
CITY OF LONGWOOD,
(SEAL)
ATTEST:
Approved as to form and legality:
fJ II f
�i � C7 t✓ VS d1d 1 � � .
aniel W. Langley, C%laffirsW
John C. Ma
filgia�ayor
1I w MIR_I I X_ 13
14
EXIEBIT A
FORM OF NOTE
ANY NOTEHOLDER SHALL, PRIOR TO BECOMING A NOTEHOLDER, EXECUTE A
PURCHASER'S CERTIFICATE CERTIFYING, AMONG OTHER THINGS, THAT SUCH
NOTEHOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE
SECURITIES ACT OF 1933, AS AMENDED, AND REGULATI,
Principal Amount
$348,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF LONGWOOD, FLORID.
CAPITAL IMPROVEMENT REVENUE
SERIES 2014
Interest Rate Maturity Date
2.15% December 9, 201
KNOW ALL MEN BY THESE PRESENTS that the
FLORIDA (the "City"), for value received, hereby promises to F
Revenues described in the within mentioned Agreement, to the orde
banking corporation, or its successors or assigns (the "Noteholder")
above pursuant to that certain Loan Agreement by and between 1
dated as of December 9, 2014 (the "Agreement"), and to pay
Principal Amount from the Date of Issuance thereof, or from th,
interest has been paid at the Interest Rate per annum identified ab
and December 9 of each year commencing June 9, 2015, until such
been paid. The Principal Amount hereof shall be payable on eac
December 9, 2015 in amounts as set forth on Schedule 1 attached r
or earlier prepayment as provided herein. Such Principal Amount
coin or currency of the United States of America which, at the tim
for the payment of public and private debts. Such payments shal
hereof by check mailed to the Noteholder at the address designated
for purposes of payment or by bank wire or bank transfer as sue]
writing to the City or otherwise as the City and the Noteholder may
This Note is authorized to be issued in the outstanding aggi
to the Principal Amount under the authority of and in full compliar
Statutes, as amended, the Charter of the City, the City's Ord
December 1, 2014 (the "Ordinance") as such Ordinance may be
from time to time, and other applicable provisions of law, and
conditions of said Ordinance and the Agreement. Any term used v
defined shall have the meaning ascribed to such term in the Ordino
case may be.
D THEREUNDER.
Date of Issuance
December 9, 2014
CITY OF LONGWOOD,
ry, solely from the Pledged
of Old Florida Bank, a state
the Principal Amount stated
ie Noteholder and the City,
►terest on such outstanding
most recent date to which
ve semi-annually on June 9
?rincipal Amount shall have
December 9, commencing
:reto and made a part hereof
1d interest is payable in any
of payment, is legal tender
be made to the Noteholder
n writing by the Noteholder
Noteholder may specify in
gate principal amount equal
;e with Chapter 166, Florida
lance No. 14-2053 enacted
emended and supplemented
is subject to all terms and
this Note and not otherwise
ce or the Agreement, as the
A-1
This Note is being issued to finance the costs of the acquisition of a 2015 Vactor Sewer
Cleaner Truck. This Note is secured by and shall be payable from the Pledged Revenues as
described in the Agreement.
This Note shall bear interest at the Interest Rate identified above on the .basis of an
actual/360-day year.
Until this Note is paid or deemed paid pursuant to the provisions of the Agreement, the
City shall covenant to appropriate in its annual budget, by amendment if necessary, from all
revenues of the City which are not special assessments and which are not derived from ad
valorem taxation and which are lawfully available to be used to pay debt service on amounts due
under the Agreement ("Non -Ad Valorem Revenues") lawfully available in each fiscal year of the
City in which principal or interest on this Note becomes due and payable, amounts sufficient to
pay principal of and interest on this Note,. as the same shall become due. Such covenant and
agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem
Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad
Valorem Revenues or other legally available funds in amounts sufficient to make all such
required payments shall have been budgeted, appropriated and actually paid. No lien upon or
pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until such monies are
budgeted and appropriated. The City further acknowledges and agrees that the obligations of the
City to include the amount of any deficiency in payments in each of its annual budgets and to
pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent
jurisdiction in accordance with the remedies set forth in the Agreement. Notwithstanding the
foregoing covenant of the City, the City does not covenant to maintain any services or programs
now provided or maintained by the City, which generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien uponor pledge of such
Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the holder of the Note a ' priority claim on the Non -Ad
Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to
budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the prior payment
of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter
entered into (including the payment of debt service on bonds and other debt instruments).
Anything to the contrary notwithstanding, it is understood and agreed that all obligations of the
City hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted and
appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem
tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the City and
no holder of the Note nor any other person, may compel the levy of ad valorem taxes on real or
personal property within or outside the boundaries of the City. Notwithstanding any provisions
of the Ordinance or this Note to the contrary, the City shall never be obligated to maintain or
continue any of the activities of the City, which generate user service charges, regulatory fees or
any Non -Ad Valorem Revenues. Except as provided hereafter, neither the Ordinance nor the
obligations of the City hereunder shall be construed as a pledge of or a lien on all or any legally
available Non -Ad Valorem Revenues of the City, but shall be payable solely as provided herein
and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject,
A-2
further, to the payment of services and programs which are for essential public purposes
affecting the health, welfare and safety of the inhabitants of the City
This Note shall be subject to prepayment, in whole or in part,1 prior to its maturity without
penalty, upon at least two Business Days' notice to the Noteholder prior to the date selected for
prepayment. j
The principal of and interest on this Note do not constitute a general obligation or
indebtedness of the City, and the Noteholder shall never have any lien or right to require or
compel the levy of taxes on any property of or in the City for the payment of the principal of and
interest on or for any other matter under or relating to this Note or the Agreement. The principal
of and interest on this Note are not secured by a lien upon the Project, or upon any property of or
in the City, but are secured solely by the Pledged Revenues in the manner provided herein and in
the Agreement. Reference is made to the Agreement for the provisions relating to the security
for payment of this Note and the duties and obligations of the City hereunder.
The City has designated this Note as a "qualified tax-exempt obligation" pursuant to
Section 265(b)(3) of the Code.
In the event that principal or interest remains unpaid ten (10) days after the due date, a
late fee equal to five percent (5%) of the unpaid amount shall be due to the Noteholder.
Notwithstanding any provision in this Note to the contrary, in no event shall the interest
contracted for, charged or received in connection with this Note (including any other costs or
considerations that constitute interest under the laws of the State of Florida (the "State") which
are contracted for, charged or received) exceed the maximum late of nonusurious interest
allowed under the State as presently in effect and to the extent an increase is allowable by such
laws, but in no event shall any amount ever be paid or payable by the City greater than the
amount contracted for herein. In the event the maturity of this Note is accelerated or prepaid in
accordance with the provisions hereof, then such amounts that constitute payments of interest,
together with any costs or considerations which constitute interest under the laws of the State,
may never exceed an amount which would result in payment of interest at a rate in excess of that
permitted by Section 215.84(3), Florida Statutes, as presently in effect and to the extent an
increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as
of the date of such acceleration, or, if theretofore paid, shall be credited on the principal amount
of this Note unpaid, but such crediting shall not cure or waive any default under the Agreement
or Ordinance.
All payments made by the City hereon shall apply first to accrued interest, if any, and
then to the principal amount then due on this Note. Upon the acceleration of this Note in
accordance with the Agreement, this Note shall automatically bear, interest at the highest rate
permitted by law without further notice or action.
THIS NOTE, WHEN DELIVERED BY THE CITY PURSUANT TO THE TERMS OF
THE AGREEMENT AND THE ORDINANCE, SHALL NOT BE OR CONSTITUTE AN
INDEBTEDNESS OF THE CITY OR THE STATE, WITHIN THE MEANING OF ANY
CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS,
TS-1
BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES, AS PROVIDED
IN THE AGREEMENT AND THE ORDINANCE. THE NOTEHOLDER SHALL NEVER
HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING
POWER OF THE CITY OR THE STATE, OR TAXATION IN ANY FORM OF ANY
PROPERTY TO PAY THIS NOTE OR THE INTEREST THEREON.
Upon the occurrence of an Event of Default the principal of this Note may become or be
declared due and payable before the Maturity Date in the manner, with the effect and subject to
the conditions set forth in the Agreement and Ordinance. The Noteholder shall also have such
other remedies as described in the Agreement.
The City hereby waives presentment, demand, protest and notice of dishonor. This Note
is governed and controlled by the Agreement and reference is hereby made thereto regarding
interest rate adjustments, acceleration, and other matters.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-4
IN WITNESS. WHEREOF, the City has caused this Note ti
behalf of the City Commission, either manually or with, facsimile
City to be affixed hereto or imprinted or reproduced hereon, and
City, either manually or with facsimile signature, and this Note to I
set forth above.
(SEAL)
ATTEST:
By:
Michelle Lo ity Clerk
CITY OF LONGW
John
be signed by the Mayor, on
gnature, and the seal of the
ittested by the .Clerk of the
dated the Date of Issuance
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name, address and tax identification number of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
(Name of Attorney)
to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises. ;
Name of Noteholder:
By:
UP
AMORTIZATION SCHEDULE
Principal
Loan Date
I Maturity
Loan No
Call I Coll
Account
Officer
$348,000.00
I
112-09-2014
112-09-2019
1 C
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular
Any item above containing " * — has been omitted due to text length limitations.
Borrower: SAMPLE AMORTIZATION
I'
Lender: OLD FLORIDA BANK
1-nKRitfir-OPIA1 I eRMIRIr
315 E-1
ROBINSON STREET, SUITE 350
ORLANDO,
FL 32801
1407) 650-9800
Disbursement Date: December 9, 2014
Repay mi
ant Schedule; Irregular
Interest Rate: 2.150
Calculation
Method: 365/360 U.S.
Rule
Payment
Payment
Payment
Interest
Principal
Remaining
Number
Date
Amount
Paid
Paid
Balance
0.00
348,000.00
1 06.09-2015 3,782.57 3,782.57
2
12.09-2015
3,803.35
3,803.35
0.00
348,000.00
3
12-09-2015
69,600.00
0.00
69,600.00
278,400.00
2015 TOTALS:
77.185.92
7,585.92
69,600.00
4
06.09-2016
3,042.68
3,042.68
0.00
278,400.00
5
12-09,2016
3,042.68
3,042.68
0.00
278,400.00
6
12-09.2016
69,600.00
0.00
69,600.00
208,800.00
2016 TOTALS:
76,685.36
6.085.36
69,600.00
7
06-0-9w20117
2,269.54
2,269.54
0.00
208,800.00
8
12-09v2017
2,282.01
2,282.01
0.00
208,800.00
9
12-09.2017
69,600.00
0.00
69,600.00
139,200.00
2017 TOTALS:
74.151.55
4,551.55
69,600.00
10
06-09-2018
1,513.03
1,513.03
0.00
139,200.00
11
12-09-2018
1,521.34
1,521.34
0.00
139,200.00
12
12-09-2018
69,600.00
0.00
69,600.00
69,600.00
2018 TOTALS:
72,634.37
3,034.37
69.600.00
13
06-09-2019
756.51
756.51
0.00
69,600.00
14
12-09-2019
70r360.67
760.67
69,600.00
0.00
2019 TOTALS:
71,117.18
1,517.18
69,600.00
TOTALS:
370,774.38
72,774.38
348,000.00
NOTICE: This is an estimated loan amortization schedule.
amounts.
Actual amounts may vary if payme:
its are made on different dates or in different
I
tl—Pp V. MAID012 M*,. 0-41 USA C-t— IWT.201,. FL MIZZY
M3S