RESOLUTION NO. ___

A RESOLUTION OF THE CITY OF LEESBURG, FLORIDA AUTHORIZING THE CITY MANAGER SUBJECT TO THE CONDITIONS HEREOF TO ACCEPT THE PROPOSAL OF SUNTRUST BANK TO PURCHASE THE CITY’S NOT TO EXCEED $7.5 MILLION SUBORDINATE CAPITAL IMPROVEMENT BOND ANTICIPATION NOTE, SERIES 2008 TO FINANCE IMPROVEMENTS TO THE CITY’S ELECTRIC TRANSMISSION SYSTEM AND RELATED COSTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF SUCH NOTE FROM THE PROCEEDS OF BONDS AND FROM REVENUES DERIVED FROM THE PUBLIC SERVICE TAX, THE LOCAL GOVERNMENT HALF-CENT SALES TAX AND GUARANTEED ENTITLEMENT (COLLECTIVELY, THE “PLEDGED REVENUES”) ON A SUBORDINATE BASIS TO CERTAIN OUTSTANDING DEBT OF THE CITY ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE PROPER OFFICIALS OF THE CITY TO DO ANY OTHER ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE EXECUTION OF THE LOAN AGREEMENT, THE NOTE, AND THE SECURITY THEREFORE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT WITH COMMUNITY REDEVELOPMENT AGENCY OF THE US HIGHWAY 441 & 27 AREA; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

 

BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA, AS FOLLOWS:

                               

                        AUTHORITY FOR THIS RESOLUTION.  This Resolution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, the Florida Constitution, City of Leesburg Resolution No. 7162  and other applicable provisions of law.

FINDINGS.  It is hereby ascertained, determined and declared:

The City of Leesburg, Florida (the “City”), deems it necessary, desirable and in the best interests of the City that the City finance certain of the City’s costs of various improvements to the City’s electric transmission system, and related costs (the “Project”), all as more particularly described in the Loan Agreement (as defined herein).

Pursuant to Section 2(b), Article VIII of the State Constitution, and Section 166.021, Florida Statutes, municipalities have the governmental, corporate and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal services, and may exercise any power for municipal purposes, except when expressly prohibited by law.  The issuance of the 2008 Note (hereinafter defined) and the execution and delivery of the Loan Agreement for the purposes of accomplishing the Project is not prohibited by law.

The City‘s financial advisor, D.A. Davidson & City staff have been working with SunTrust Bank (the “Bank”) regarding a loan in an amount of not to exceed $7.5 million as provided in the 2008 Note (the “Loan”) to the City, the proceeds of which will be applied to finance the cost of the Project and to pay costs of issuing the 2008 Note.

The Loan will be secured by the Loan Agreement pursuant to which the City will issue its Subordinate Capital Improvement Bond Anticipation Note, Series 2008 (the “2008 Note”) to secure the repayment of the Loan.

The City is advised that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the 2008 Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the 2008 Note at the most advantageous time, rather than a specified advertised future date, thereby allowing the City to obtain the best possible price, interest rate and other terms for the 2008 Note and, accordingly, the City Commission of the City hereby finds and determines that it is in the best financial interest of the City that a negotiated sale of the 2008 Note to the Bank be authorized.

AUTHORIZATION OF FINANCING OF PROJECT. The City hereby authorizes the financing of the Project as more particularly described in the Loan Agreement.

AUTHORIZATION OF CITY MANAGER TO EXECUTE COMMITMENT LETTER WITH BANK.  The City Manager is hereby authorized to execute and deliver to the Bank a commitment letter from the Bank for the Loan provided that (i) the principal amount of the Loan does not exceed $7.5 million; (ii) the final maturity of the Note shall be no more than five (5) years; and (iii) the interest rate on the Note does not exceed seven percent (7.0%).  The City’s financial advisor shall deliver to the City Manager prior to execution of the commitment letter a letter indicating that such parameters have been met and recommending execution of the commitment letter.

APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND EXECUTION OF LOAN AGREEMENT AND 2008 NOTE.  The Loan and the repayment of the Loan as evidenced by the 2008 Note shall be pursuant to the terms and provisions of the Loan Agreement and the 2008 Note.  The City hereby approves the Loan Agreement in substantially the form attached hereto as Exhibit A and authorizes the Mayor or the Mayor Pro-Tem of the City (collectively, the “Mayor”) and the City Clerk or any deputy or assistant City Clerk of the City (collectively, the “City Clerk”) to execute and deliver on behalf of the City the Loan Agreement by and between the City and the Bank substantially in the form attached hereto as Exhibit A (the “Loan Agreement”) and the 2008 Note in substantially the form attached to the Loan Agreement, with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval.

PAYMENT OF DEBT SERVICE ON 2008 NOTE.  Pursuant to the Loan Agreement, the City will agree to apply the first proceeds received from the sale of City bonds issued to refinance the 2008 Note to repayment of the 2008 Note.  The 2008 Note will be additionally secured pursuant to the Loan Agreement by a subordinate lien all as more particularly provided in the Loan Agreement from revenues derived by the City from the Public Service Tax, the Local Government Half-Cent Sales Tax, and Guaranteed Entitlement (all as defined in City Resolution No. 7162).

APPROVAL OF INTERLOCAL AGREEMENT AND AUTHORIZATION OF EXECUTION AND DELIVERY THEREOF.  The Interlocal Agreement between the City and the Community Redevelopment Agency of the US Highway 441 & 27 Area (the “Agency”) pursuant to which the Agency will agree to pay debt service on the Note from tax increment revenues all as provided therein is hereby approved in substantially the form attached hereto as Exhibit B.  The Manager and City Clerk are hereby authorized to execute the Interlocal Agreement in substantially the form attached hereto, with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval.

AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION.  To the extent that other documents, certificates, opinions, or items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the 2008 Note and the security therefore, the Mayor, the City Clerk, the City Manager and the City Attorney are hereby authorized to execute and deliver such documents, certificates, opinions, or other items and to take such other actions as are necessary for the full, punctual, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference.

PAYING AGENT AND REGISTRAR.  The City hereby accepts the duties to serve as Registrar and Paying Agent for the 2008 Note.

LIMITED OBLIGATION.  The obligation of the City to repay amounts under the Loan Agreement and the 2008 Note are limited and special obligations, payable solely from the sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the City.

EFFECT OF PARTIAL INVALIDITY.  If any one or more provisions of this Resolution, the Loan Agreement or the 2008 Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not effect any other provision of this Resolution or the 2008 Note, but this Resolution, the Loan Agreement and the 2008 Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein.  The 2008 Note and Loan Agreement shall be issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction.

DESIGNATION OF 2008 NOTE AS BANK QUALIFIED.  The City designates the 2008 Note as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).  The City does not reasonably anticipate that the City, any subordinate entities of the City, and issuers of debt that issue “on behalf” of the City, will during the calendar year 2008 issue more than $10,000,000 of “tax-exempt” obligations, exclusive of those obligation described in Section 265(b)(3)(C)(ii) of the Code. 

EFFECTIVE DATE.  This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED this 8th day of December, 2008.

 

CITY OF LEESBURG, FLORIDA

[SEAL]

 

 

By____________________________
      Mayor

ATTEST:


By                                                      

City Clerk

 

Approved as to form and correctness:

 

 

By                                                      

City Attorney


EXHIBIT A

LOAN AGREEMENT

 

                                                                                                                                                           

LOAN AGREEMENT

Dated as of December ____, 2008

By and Between

THE CITY OF LEESBURG, FLORIDA
(the “City”)

and

SUNTRUST 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 define, limit or describe the scope or intent of any provisions of this Loan Agreement.)

Page

ARTICLE I DEFINITION OF TERMS. 1

Section 1.01.   Definitions. 1

Section 1.02.   Interpretation. 3

Section 1.03.   Titles and Headings. 3

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES. 4

Section 2.01.   Representations and Warranties of City. 4

Section 2.02.   Representations and Warranties of Bank. 5

ARTICLE III THE NOTE.. 5

Section 3.01.   Purpose and Use. 5

Section 3.02.   The Note. 5

Section 3.03.   Note Rate. 6

Section 3.04.   Compliance with Section 215.84. 6

Section 3.05.   Conditions Precedent to Issuance of Note. 6

Section 3.06.   Registration of Transfer; Assignment of Rights of Bank. 7

Section 3.07.   Ownership of the Note. 8

Section 3.08.   Use of Proceeds of Note Permitted Under Applicable Law.. 8

Section 3.09.   Authentication. 8

ARTICLE IV COVENANTS OF THE CITY.. 9

Section 4.01.   Performance of Covenants. 9

Section 4.02.   Payment of Note. 9

Section 4.03.   Tax Covenant 9

Section 4.04.   Good Faith Covenant to Issue Bonds. 9

Section 4.05.   Financial Covenants of the City. 10

Section 4.06.   Issuance of Additional Debt 10

Section 4.07.   Compliance with Laws and Regulations. 10

Section 4.08.   Bank Legal Fees. 10

ARTICLE V EVENTS OF DEFAULT AND REMEDIES. 10

Section 5.01.   Events of Default 10

Section 5.02.   Exercise of Remedies. 11

Section 5.03.   Remedies Not Exclusive. 12

Section 5.04.   Waivers, Etc. 12

ARTICLE VI MISCELLANEOUS PROVISIONS. 12

Section 6.01.   Covenants of City, Etc.; Successors. 12

Section 6.02.   Term of Agreement 12

Section 6.03.   Notice of Changes in Fact 12

Section 6.04.   Amendments and Supplements. 13

Section 6.05.   Notices. 13

Section 6.06.   Benefits Exclusive. 13

Section 6.07.   Severability. 13

Section 6.08.   Payments Due on Saturdays, Sundays and Holidays. 14

Section 6.09.   Counterparts. 14

Section 6.10.   Applicable Law.. 14

Section 6.11.   No Personal Liability. 14

Section 6.12.   Incorporation by Reference. 14

 

Exhibit A        Form of Note....................................................................................................... A-1

Exhibit B        Purchaser’s Certificate......................................................................................... B-1

 


LOAN AGREEMENT

THIS LOAN AGREEMENT (the “Agreement”), made and entered into this ____ day of December, 2008, by and between THE CITY OF LEESBURG, FLORIDA (the “City”), a municipal corporation of the State of Florida and its successors and assigns, and SUNTRUST BANK, a Georgia State bank authorized to do business in Florida, and its successors and assigns (the “Bank”).

W I T N E S S E T H:

WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings specified in Article I of this Agreement;

WHEREAS, the City, pursuant to the provisions of the Florida Constitution, Chapters 159, Part VII and 166, Florida Statutes, the Florida Constitution, City Resolution No. 7162 and any other applicable provisions of law (all of the foregoing, collectively, the “Act”), is authorized to borrow money, issue bonds, notes or other obligations for the City’s public purpose; and

WHEREAS, in response to a request for proposal by the City regarding an intended borrowing to finance the City’s cost constructing and otherwise improving the City’s electric transmission system, and related costs (the “Project”), and related costs of issuance, the Bank submitted its commitment, dated December ___, 2008, to the City (the “Commitment”); and

WHEREAS, the City has accepted the Commitment pursuant to its Resolution No. _____ adopted by the City on December 8, 2008, and authorized the issuance of the Note (as hereinafter defined) and authorized the execution and delivery of this Agreement and the Bank is willing to purchase the Note, but only upon the terms and conditions of this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITION OF TERMS

Section 1.1            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.

“Authorized Denomination” shall mean, with respect to the Note, the outstanding principal of the Note.

“Bank” shall mean SunTrust Bank, and its successors.

“Bond Counsel” shall mean, Akerman Senterfitt, 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 hired by the City to render an opinion on such matters with regard to the Note.

“Bonds” shall mean the first debt of the City issued subsequent to the issuance of the Note secured by any [of the Pledged Revenues] other than proceeds of Bonds.

“Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which the office of the Bank at which payments on the Note are due is lawfully closed.

“City” shall mean the City of Leesburg, Florida, a municipal corporation of the State of Florida.

“City Clerk” shall mean the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf.

“City Manager” shall mean the City Manager of the City and such other person as may be duly authorized to act on his or her behalf.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

“Debt Service” means principal and interest, and other debt-related costs, due in connection with the Note, as applicable.

“Default Rate” shall mean the Prime Rate provided such rate shall not exceed the highest rate of interest allowed by applicable law.

 “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 ____________, _____.

“Fiscal Year” shall mean the 12-month period commencing October 1 of each year and ending on the succeeding September 30, or such other 12-month period as the City may designate as its “fiscal year” as permitted by law.

“Interest Payment Date” shall mean each ______ 1 and _________ 1, commencing ____ 1, 2009.

“Investment Securities” shall mean any investment permitted by applicable law including ordinances and resolutions of the City.

“Loan” shall refer to an amount equal to the outstanding principal of the Note, together with unpaid interest which has accrued thereon.

“Note” shall mean the City of Leesburg, Florida Subordinate Capital Improvement Bond Anticipation Note, Series 2008 issued by the City under this Agreement.

“Note Rate” shall mean _____% (as modified by the adjustments as described in Section 3.03 hereof to be calculated on the basis of a 360-day year consisting of twelve (12) thirty (30) day months.

“Noteholder” or “Holder” shall mean the Bank as the holder of the Note and any subsequent registered holder of the Note.

“Pledged Revenues” shall mean the proceeds of the Bonds when and if issued and the Sales Tax, the Guaranteed Entitlement and the Public Service Tax (all as defined in City Resolution No. 7162) after providing for all payments, and deposits due in connection with the City’s Capital Improvement Revenue Bonds, Series 1999 and Capital Improvement Revenue Bonds, Series 2004.

“Prior Lien Bonds” shall mean the City’s Outstanding Capital Improvement Revenue Bonds, Series 1999 and Capital Improvement Revenue Bonds, Series 2004.

“Prime Rate” shall mean the rate announced from time to time by SunTrust Bank, or by its corporate successor, as the Prime Rate (which interest rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers in any subsidiary bank of SunTrust Bank).

“Project” shall have the meaning set forth in the “Whereas” clauses to this Agreement.

“Resolution” shall mean collectively City Resolution No. ____ and No. ____, adopted at a meeting of the City Commission on December 8, 2008 which, among other things, authorized and confirmed the borrowing of the Loan and execution and delivery of this Agreement and the issuance of the Note and the Bonds.

Section 1.2            Interpretation

.  Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa.  Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution.  This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof.

Section 1.3            Titles and Headings

.  The titles and headings of the Articles and Sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Section 2.1            Representations and Warranties of City

.  The City represents and warrants to the Bank as follows:

(a)                Existence.  The City is a municipal corporation of the State of Florida, duly created and validly existing under the laws of the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the Note to the Bank.  The making, execution and performance of this Agreement on the part of the City and the issuance and delivery of the Note have been duly authorized by all necessary action on the part of the 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 Resolution 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 general principles of equity.

(c)                No Financial Material Adverse Change.  No material adverse change in the financial condition of the City or the Pledged Revenues has occurred since the audited financial statements of the City for its year ended September 30, 2007.

(d)               Powers of City.  The City has the legal power and authority to pledge the Pledged Revenues to the repayment of the Loan as described herein.

(e)        Authorizations, etc.  No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished.

 

(f)        The Sales Tax, the Guaranteed Entitlement and the Public Service Tax (all as defined in City Resolution No. 7162) are not pledged or otherwise encumbered except that they have been pledged on a basis superior to the lien thereon of the Note to the Prior Lien Bonds and on a parity with the lien thereon of the Note to the City’s Capital Improvement Bond Anticipation Note, Series 2006 (Taxable) and to replenishment of deficiencies in the Reserve Account for the Community Redevelopment Agency for the Carver Heights/Montclair Area Redevelopment Revenue Note, Series 2008 all as provided in the loan agreement securing such note.  Payments on the Note and the obligations payable from the Sales Tax Guaranteed Entitlement and Public Service Tax on a parity with the Note (calculated by reference to the payment due) shall be made on a pro-rata basis.

 

Section 2.2            Representations and Warranties of Bank

.  The Bank represents and warrants to the City as follows:

(a)                Existence.  The Bank is a Georgia State bank, authorized to do business in the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan.  The performance of this Agreement on the part of the Bank and the making of the Loan 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)               Validity.  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 banks) and except to the extent that the availability of certain remedies may be precluded by general 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 the merits and risks of making the Loan and investing in the Note, (ii) has received and reviewed such financial information concerning the City and the Pledged Revenues as it has needed in order to fairly evaluate the merits and risks of making the Loan and investing in the Note; and (iii) is purchasing the Note as an investment for its own account and not with a view toward resale to the public.

ARTICLE III

THE NOTE

Section 3.1            Purpose and Use

.  On the date of this Agreement, the Bank shall make available to the City the Loan in the principal amount of $_________.  The proceeds available under this Agreement shall be used to finance the Project and to pay costs of issuing the Note.

Section 3.2            The Note

.  The Note shall be substantially in the form set forth as Exhibit ”A” to this Agreement.  The general terms of the Note shall be as follows:

(a)                Amount of Note.  The aggregate principal amount of the Note shall be $________.

(b)               Interest.  The Note shall bear interest at the Note Rate.  Upon the occurrence of one or more of the events specified in Section 3.03 of this Agreement the Note Rate shall be adjusted as provided.  Interest on the Note shall be computed on the basis of  a 360-day year consisting of twelve (12) thirty (30) day months.

(c)                Prepayments.  The Note shall be subject to prepayment at the option of the City, in whole or in part, from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed, plus accrued interest to the prepayment date.  Any prepayments shall be applied first to accrued interest, then to other amounts owed the Bank and finally to principal last maturing under the Note.

(d)               Principal Payments and Extension of Final Maturity Date.  All principal not previously repaid shall be due on the Final Maturity Date. 

Section 3.3            Note Rate.

  The Note Rate shall be subject to adjustment as hereinafter described.

[TO BE PROVIDED BY THE BANK]

 

Section 3.4            Compliance with Section 215.84

.  The City represents, warrants, and covenants that the Note Rate, as currently calculated in accordance with Section 215.84, Florida Statutes, is in compliance with Section 215.84, Florida Statutes.

Section 3.5            Conditions Precedent to Issuance of Note

.  Prior to or simultaneously with the issuance of the Note, there shall be filed with the Bank the following, each in form and substance reasonably acceptable to the Bank:

(a)                an opinion of counsel to the City substantially to the effect that (i) the Resolution has been duly adopted and this Agreement and the Note have been duly authorized, executed and delivered by the City and each constitutes a valid, binding and enforceable agreement of the City in accordance with their respective 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 other laws affecting creditors’ rights generally or by usual 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 governmental body, public officer or regulatory authority not heretofore obtained or effected, and no taxes are payable in connection therewith; (iii) the execution, issuance and delivery of the Note has 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 adopt the Resolution, to execute and deliver this Agreement, to execute and deliver the Note, and to consummate the transactions contemplated by such instruments; (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 (W) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Note, (X) in any way questioning or affecting the validity or enforceability of any provision of this Agreement, the Note, or the Resolution, (Y) 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 (Z) 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 make the capital improvements that comprise the Project and to pay associated costs of issuance, to grant a lien on the Pledged Revenues as described herein and in the Resolution; and (viii) all conditions contained in the ordinances and resolutions of the City  precedent to the issuance of the Note have been complied with;

(b)               an opinion of Bond Counsel (who may rely on opinion of counsel to the City), substantially to such effect that such counsel is of the opinion that:  (i) this Loan Agreement constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms; (ii) the Note is a valid and binding special obligation of the City enforceable in accordance with its terms, payable solely from the sources provided therefor in this Loan Agreement; (iii) the Note is a valid and binding special obligation of the City enforceable in accordance with its terms, payable solely from the sources provided therefore; (iv) assuming compliance by the City with certain covenants relating to requirements contained in the Code interest on the note is excluded from gross income for purposes of federal income taxation; and (v) the Note is a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code;

(c)                a copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service by the City;

(d)               the original executed Note and Agreement; and

(e)                such other documents as the Bank reasonably may request.

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 Resolution have been met, the City shall deliver the Note to or upon the order of the Bank, but only against the City’s receipt of the initial Advance.

Section 3.6            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.  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.  In the case of any such registration of transfer, the City shall execute and deliver in exchange for the Note 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 a 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 in any lawful 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.

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 the 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 Bank’s) receipt of a certificate in form and substance similar to the one included as part of Exhibit A hereto from such proposed transferee.  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.

In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new Note of like date and denomination as that mutilated, lost, stolen or 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 furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it.

Section 3.7            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 the Note shall be made only to the registered owner thereof or such owner’s legal 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.

Section 3.8            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 and costs of issuance of the Note, and that such use is permitted by applicable law.

Section 3.9            Authentication

.  Until the Note shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A, duly executed by the manual signature of the registrar as authenticating agent, it shall not be entitled to any benefit or security under this Loan Agreement.  The Note shall not be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly adopted by the registrar, and such certificate of the registrar upon the Note shall be conclusive evidence that such Note has been duly authenticated and delivered under this Loan Agreement.

ARTICLE IV

COVENANTS OF THE CITY

Section 4.1            Performance of Covenants

.  The City covenants that it will perform faithfully at all times its covenants, undertakings and agreements contained in this Agreement and the Note or in any proceedings of the City relating to the Loan.

Section 4.2            Payment of 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.  The City does hereby irrevocably pledges the Pledged Revenues as security for the repayment of the Note.

(b)               The Note will be a special obligation of the City secured solely by the Pledged Revenues and is payable from the Pledged Revenues  as provided in this Agreement.  The Note will not constitute a general debt, liability or obligation of the City or the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory provision.  Neither the faith and credit nor the taxing power of the City or of the State of Florida 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 of Florida or any political subdivision thereof, directly or indirectly to enforce such payment.  The Note shall not constitute a lien upon any property of the City except upon the Pledged Revenues.

Section 4.3            Tax Covenant

The City covenants to the purchasers of the Note provided for in this Agreement that the City will not make any use of the proceeds of the Note at any time during the respective terms of such Note which, if such use had been reasonably expected on the date the Note was issued, would have caused such Note to be an “arbitrage bond” within the meaning of the Code.  The City will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to insure the exclusion of interest on the Note from the gross income of the holders thereof for purposes of federal income taxation.

 

Section 4.4            Good Faith Covenant to Issue Bonds

.  The City shall in good faith endeavor to sell a sufficient principal amount of Bonds in order to have funds available to pay the Note and the interest thereon as the same become due.  The City does hereby irrevocably pledge to the Note the first proceeds derived from the sale of the Bonds and hereby agrees to apply the first proceeds from the sale of Bonds to payment of the outstanding Note.

Section 4.5            Financial Covenants of the City

.  The City will furnish to the Bank (i) within 210 days following the end of each Fiscal Year, a comprehensive annual financial report of the City for such Fiscal Year, which shall include a balance sheet and income statement as of the end of such Fiscal Year, and an audit report of an independent CPA, (ii) within 30 days of adoption the current annual budget of the City and (iii) such other financial information as the Bank may reasonably request.

 

Section 4.6            Issuance of Additional Debt

.  The City will not without the prior written approval of the Bank issue any debt payable from the Pledged Revenues with a lien thereon superior to the lien thereon of the Note.

Section 4.7            Compliance with Laws and Regulations

.  The City shall maintain compliance with all federal, state and local laws and regulations regarding the acquisition, construction and maintenance of the Project.

Section 4.8            Bank Legal Fees

.  Fees for the Bank’s legal counsel, ____________________ shall not exceed $2,500, and the City shall reimburse the  Bank $2,500 for such legal fees upon the issuance of the Note.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

Section 5.1            Events of Default

.  Each of the following is hereby declared an “Event of Default:”

(a)                payment of the principal of the Note shall not be made when the same shall become due and payable;

(b)               payment of any installment of interest on the Note shall not be made 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 given to the City by 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 City defaults in the due and punctual payment of any other obligation or evidence of indebtedness which is secured in whole or in part by a pledge of or payable from the Pledged Revenues or that is a general obligation of the City; or

(e)                any representation or warranty of the City contained in this Agreement or in any certificate or other closing document executed and delivered by the City in connection with the closing of the Loan shall prove to have been untrue in any material respect when executed and delivered, thereby adversely impairing the security for the Note; or

(f)                any proceedings are instituted with the consent or acquiescence of the City, for the purpose of effecting a compromise between the City and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereinafter enacted; or

(g)               the City admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors, declares a financial emergency or consents to the appointment of a receiver or trustee for itself or shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or

(h)               the City is adjudged insolvent by a court of competent jurisdiction or is adjudged bankrupt on a petition of bankruptcy filed against the City, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the City, a receiver or trustee of the City or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or

(i)                 if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property and such custody or control shall not be terminated within 90 days from the date of assumption of such custody or control.

Section 5.2            Exercise of Remedies

.  Upon the occurrence and during the continuance of an Event of Default, the Note shall bear interest at the Default Rate and all payments made on the Note during any such period shall be applied first to interest and then to principal.  Upon the occurrence and during the continuance of an Event of Default, a Noteholder may proceed to protect and enforce its rights under the laws of the State of Florida 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 a Noteholder shall deem most effective to protect and enforce such rights. 

In the enforcement of any remedy under this Agreement, to the extent permitted by law, a 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, within interest on overdue payments of principal and interest (to the extent permitted by law) at the Default Rate, 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 a 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 moneys adjudged or decreed to be payable.

Section 5.3            Remedies Not Exclusive

.  No remedy herein conferred upon or reserved to a 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.

Section 5.4            Waivers, Etc

.  No delay or omission of a 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 a Noteholder may be exercised from time to time and as often as may be deemed expedient.

A 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 6.1            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 6.2            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.

Section 6.3            Notice of Changes in Fact

.  Promptly after the City becomes aware of the same, 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 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 6.4            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 Noteholders.

Section 6.5            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 Leesburg, Florida
501 W. Meadow Street
Leesburg, FL  34749
Attention:  Finance Director

(b)               As to the Bank:

SunTrust Bank
200 South Orange Ave., Tower 10
Orlando, Florida  32801
Attention:  William C. Jones

or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail.

Either party may, by notice sent to the other, designate a different or additional address to which notices under this Agreement are to be sent.

Section 6.6            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 6.7            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 6.8            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 Note shall be a Saturday, Sunday or a day on which the Bank is required, 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 6.9            Counterparts

.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

Section 6.10        Applicable Law

.  This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of 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 Council, officer, employee or agent of the City, officer, employee or agent of a successor to the City, in any such person’s individual capacity, and no such person, in his or her individual 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 or obligations, nor shall any recourse be had for the payment of the principal of or interest on the Note or for any claim based thereon or on any such stipulation, covenant, agreement 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 Resolution 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]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein.

[SEAL]

 

 

 

 

ATTEST:


 

                                                           

City Clerk

 

CITY OF LEESBURG, FLORIDA

 

 

 

By:                                                                  

Mayor

Approved as to form and Correctness:

 

 

 

                                                           

City Attorney

 

 

SUNTRUST BANK

 

 

 

By:                                                                  

Title:  Vice President

 

 


EXHIBIT A

FORM OF NOTE

ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER’S CERTIFICATE IN THE FORM ATTACHED HERETO CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER.

CITY OF LEESBURG, FLORIDA
SUBORDINATE CAPITAL IMPROVEMENT BOND ANTICIPATION NOTE,

SERIES 2008

Principal

Maturity Date

Note Rate

Dated Date

$_________

_________________

________%

December ___, 2008

The CITY OF LEESBURG, FLORIDA (the “City”), for value received, hereby promises to pay, solely from the Pledged Revenues described in the within mentioned Agreement, to the order of SunTrust Bank, a Georgia State bank, or its successors or assigns (the “Holder”), at SunTrust Bank, 200 South Orange Avenue, 10 Tower, Orlando Florida 32801, or at such other place as the Holder may from time to time designate in writing, the Principal stated above on the Maturity Date stated above except to the extent principal has been paid prior to the Maturity Date by redemption or otherwise, together with any accrued and unpaid interest, and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above on ________ and _______ of each year (each, an “Interest Payment Date”), commencing on ________ 1, 2009, until payment of said principal sum has been made or provided for, at the Note Rate.  Payments due hereunder shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts, which payments shall be made to the Holder hereof by check mailed to the Holder at the address designated in writing by the Holder for purposes of payment or by bank wire or bank transfer as such Holder may specify in writing to the Agency or otherwise as the Agency and the Holder may agree.

The Note Rate may be adjusted in accordance with Sections 3.03 of that certain Loan Agreement by and between the Holder and the City, dated as of December ___, 2008 (the “Agreement”).  Such adjustments may be retroactive.

All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Following the occurrence and during the continuance of any Event of Default, as defined in the Agreement, this Note shall bear interest at the Default Rate, as defined in the Agreement.  Interest on this Note shall be computed on the basis of a 360 day year of 12, 30-day months.

 

The Note may be prepaid by the City in whole or in part at any time in such manner as shall be determined by the City from any legally available monies and as otherwise provided in Section 3.02(c) of the Agreement.  Any prepayments shall be applied as provided in the Agreement to the sums last maturing hereunder.

Notice having been given as aforesaid, the principal amount stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid and the amount of principal and interest then due and payable shall be paid (i) in case the entire unpaid balance of the principal of this Note is to be paid, upon presentation and surrender of this Note to the office of the Holder, and (ii) in case only part of the unpaid balance of principal of this Note is to be paid, upon presentation of such Note at the office of the Holder, for notation thereon of the amount of principal and interest on this Note then paid.  If, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with interest to the prepayment date on such principal amount, shall have been given to the Holder, as above provided, then from and after the prepayment date interest on such principal amount of this Note shall cease to accrue.  If said funds shall not have been so paid on the prepayment date, the principal amount of this Note shall continue to bear interest until payment thereof at the applicable Note Rate provided for herein and in the Agreement.

All payments made by the City hereon shall apply first to accrued interest, then to other charges due the Holder, and the balance thereof shall apply to the principal amount then due on this Note as provided in the Agreement.

This Note is authorized to be issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapters 159, Part VII and 166, Florida Statutes, the Florida Constitution, City Resolution No. 7162 and other applicable provisions of law and the City Resolutions No. _____ and No. ____ effective December 8, 2008 (collectively, the “Resolution”), and is subject to all terms and conditions of the Agreement and the Resolution.  Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Resolution or the Agreement, as the case may be.

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 which are contracted for, charged or received) exceed the maximum rate of nonsurious interest allowed under the State of Florida 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 of Florida, 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 Resolution.

THIS NOTE, WHEN DELIVERED BY THE CITY PURSUANT TO THE TERMS OF THE AGREEMENT AND THE RESOLUTION, SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OF FLORIDA (THE “STATE”), WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES AS PROVIDED IN THE AGREEMENT AND THE RESOLUTION.  THE HOLDER 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 THEREIN 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 Resolution.  The Holder 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]


IN WITNESS WHEREOF, the City has caused this Note to be signed by its Mayor, either manually or with facsimile signature, and the seal of the City to be affixed hereto or imprinted or reproduced hereon, and attested by the Clerk of the City, either manually or with facsimile signature, and this Note to be dated the Dated Date set forth above.

[SEAL]

 

 

 

 

ATTEST:


 

                                                           

City Clerk

 

CITY OF LEESBURG, FLORIDA

 

 

 

By:                                                                  

Mayor

 

 

Approved as to form and Correctness:

 

 

 

                                                           

City Attorney

 

 

 


FORM OF CERTIFICATE OF AUTHENTICATION

Date of Authentication:

This Note is being delivered pursuant to the within mentioned Agreement.

 

CITY OF LEESBURG, FLORIDA

as Registrar

 

 

 

By:                                                                     

City Clerk

 


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 ____________________________ 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:                                                                                         

 


PURCHASER’S CERTIFICATE

[DATE]

 

Akerman Senterfitt

Orlando, Florida

 

McLin & Burnsed P.A.

Leesburg, Florida

 

City of Leesburg, Florida (the “City”)

 

Ladies and Gentlemen:

 

The undersigned, as a purchaser of the $____________ City of Leesburg, Florida Subordinate Capital Improvement Bond Anticipation Note, Series 2008 (the “Note”) dated December ___, 2008, consisting of one typewritten Note, hereby certifies that we have been provided (a) a copy of City of Leesburg Resolutions No. ____ and No. ____, adopted by the City on December 8, 2008, authorizing the issuance of the Note among other matters (collectively, the “Resolution”), (b) the Loan Agreement dated as of December ___, 2008, between the City and us as assignee of SunTrust Bank (the “Agreement”), (c) the legal opinions of Akerman Senterfitt (“Bond Counsel”) and McLin & Burnsed P.A. (“City Attorney”) of ____________, 2008, and (d) such financial and general information respecting the Pledged Revenues (as such term is defined in the Agreement) and the City, and the Note described above as we deem necessary to enable us to make an informed investment judgment with respect to the purchase of said Note and no inference should be drawn that we are relying on Bond Counsel or the City Attorney as to any such matters other than their respective legal opinions.

 

We hereby make the following representations, which representations may be relied upon by the City, the City Attorney, and by Bond Counsel:

 

A.        We are aware:

 

(i)         that investment in the Note involves various risks;

 

(ii)        that the Note is not a general obligation of the City; and

 

(iii)       that the principal or premium, if any, and interest on the Note is payable solely from the sources specified in the Resolution and in the Agreement.

 

B.        We understand that no official statement, offering memorandum or other form of offering document has been prepared or is being used in connection with the offering or sale of the Note (collectively, “Disclosure Documents”), but we have been afforded access to all information we have requested in making our decision to purchase the Note and have had sufficient opportunity to discuss the business of the City with its officers, employees and others.  We have not requested any Disclosure Documents in connection with the sale of the Note.  We do not require any further information or data incident to our purchase of the Note.

 

C.        In purchasing the Note, we have relied solely upon our own investigation, examination, and evaluation of the City, the Pledged Revenues and other relevant matters.

 

D.        We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the Note and have determined that we can bear the economic risk of our investment in the Note.

 

E.         We acknowledge the understanding that the Note is not being registered under the Securities Act of 1933, as amended or Chapter 517, Florida Statutes, and that the Resolution and Agreement are not being qualified under the Trust Indenture Act of 1939, as amended, and that the City shall have no obligation to effect any such registration or qualification.  We also acknowledge that we are an “accredited investor” within the meaning of Chapter 517, Florida Statutes and Regulation D of the 1933 Act.

 

F.         We are not acting as a bond house, broker or other intermediary, and are purchasing the Note as an investment for our own account and not with a present view to a resale or other distribution to the public.  Although we retain the right to transfer the Note in the future, we understand that the Note may not be readily tradable.

 

G.        We have received all documents requested by us incident to our purchase of the Note.

 

Signed as of the _____ day of __________, _____.

 

 

                  [                                         ]

 

 

By:                                                                             


EXHIBIT B

INTERLOCAL AGREEMENT

 

_____________________________________________

CITY OF LEESBURG, FLORIDA/

COMMUNITY DEVELOPMENT AGENCY
OF THE U.S. HIGHWAY 441 & 27 AREA
INTERLOCAL AGREEMENT

_____________________________________________

RE: CITY OF LEESBURG, FLORIDA

SUBORDINATE CAPITAL IMPROVEMENT
 BOND ANTICIPATION NOTE, SERIES 2008

_____________________________________________

December ___, 2008

_____________________________________________

 

APPROVED BY:

City of Leesburg
City Commission
December 8, 2008

Community Redevelopment Agency
of the U.S. Highway 441 & 27 Area
December 8, 2008

 


_____________________________________________

CITY OF LEESBURG, FLORIDA/

COMMUNITY DEVELOPMENT AGENCY
OF THE U.S. HIGHWAY 441 & 27 AREA
INTERLOCAL AGREEMENT

_____________________________________________

RE: CITY OF LEESBURG, FLORIDA

SUBORDINATE CAPITAL IMPROVEMENT
REVENUE BOND ANTICIPATION NOTE, SERIES 2008
(the “Notes”)

_____________________________________________

December ___, 2008

_____________________________________________

 

This Interlocal Agreement (the "Interlocal Agreement") is made and entered into this ____ day of December, 2008, by and among the City of Leesburg, Florida, a municipal corporation created and existing under the laws of the State of Florida (the "City"), and the Community Redevelopment Agency of the U.S. Highway 441 & 27 Area, a political body corporate and politic created, existing and operating under Part III of Chapter 163 of Florida Statutes (the "Agency").

RECITALS

WHEREAS, the City and the Agency have determined that it is in the best interests of the community, particularly that area of the City known as the U.S. Highway 441 & 27 Community Development Area, to relocate overhead electrical distribution lines and make other improvements to the City’s electric transmission system (the “Project”); and

WHEREAS, it is the purpose and the intent of the parties hereto to enter into this Interlocal Agreement pursuant to the Florida Interlocal Cooperation Act of 1969 to permit the City and the Agency to make efficient use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide the resources provided herein for the construction and financing of the Project; and

WHEREAS, the Agency has determined that the Project constitutes “community redevelopment” pursuant to the Agency’s approved “community redevelopment plan” all within the meaning of Chapter 163, Part III, Florida Statutes; and

WHEREAS, the City has by ordinance created the redevelopment trust fund of the Agency and has provided for the funding of such trust fund until the time set forth in the community redevelopment plan; and

WHEREAS, the City, subject among other matters to the Agency entering into this Interlocal Agreement, has agreed to issue the Notes for the principal purpose of financing the Project; and

WHEREAS, the Agency has determined that the Increment Revenues as defined in Chapter 163, Part III, Florida Statutes (the “Tax Increment Revenues”), to be deposited in the redevelopment trust fund for the Agency may be expended for costs of the Project.

ARTICLE VII

AUTHORITY

This Interlocal Agreement is entered into pursuant to the powers and authority granted to the parties under the Constitution and laws of the State of Florida, including expressly but not limited to, the authority of Section 163.01, Florida Statutes.

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AGENCY

Section 8.1            REPRESENTATIONS AND WARRANTIES

.  The Agency makes the following representations and warranties for the benefit of the City:

(a)                PENDING LITIGATION.  There are no proceedings pending, or to the knowledge of the Agency threatened, against or affecting the Agency in any court or before any governmental authority or arbitration board or tribunal (i) with respect to any of the transactions contemplated hereby or (ii) that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Agency in a manner that will materially adversely affect the ability of the Agency to make the payments under this Interlocal Agreement when and as the same become due and payable or would materially and adversely affect the existence or powers or ability of the Agency to enter into and perform its obligations under this Interlocal Agreement.

(b)               BORROWING LEGAL AND AUTHORIZED.  The execution and delivery of this Interlocal Agreement and the consummation of the transactions provided for in this Interlocal Agreement and compliance by the Agency with the provisions of this Interlocal Agreement:

(1)               are within the powers of the Agency and have been duly and effectively authorized by all necessary action on the part of the Agency; and

(2)               do not and will not (i) conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Agency pursuant to any indenture, or other agreement or instrument (other than this Interlocal Agreement), or restriction to which the Agency is a party or by which the Agency, its properties or operations may be bound or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or so result in the creation or imposition of any lien, charge, or encumbrance, which breach, default, lien, charge or encumbrance could materially and adversely affect the validity or the enforceability of this Interlocal Agreement or the Agency’s ability to perform fully its obligations under this Interlocal Agreement; nor will such action result in any violation of the provisions of Chapter 163, Part III, Florida Statutes (the “Act”), or any laws, ordinances, governmental rules or regulations or court orders to which the Agency, its properties or operations may be bound.

(c)                NO DEFAULTS.  No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Interlocal Agreement and/or the passage of time or giving of notice or both, would constitute an Event of Default.  The Agency is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been, in writing, specifically consented to by the City, and (ii) do not, and will not, have any material adverse effect on the ability of the Agency to perform its obligations hereunder) of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound.

(d)               COMPLIANCE WITH LAW.  The Agency is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and which are material to the execution of this Interlocal Agreement and the performance by the Agency of its obligations hereunder, except as has been specifically disclosed in writing to the City.

(e)                ENFORCEABILITY.  This Interlocal Agreement constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency and other similar laws affecting enforceability of creditors’ rights generally and to the application of equitable principles if equitable remedies are sought.

(f)                TAX COVENANTS.  The Agency agrees that it will not knowingly take any affirmative action or omit to take any action, which action will adversely affect the exclusion from gross income of interest on the Notes or amounts paid under this Interlocal Agreement for federal income tax purposes and in the event any such action or omission is discovered by the Agency or shall be brought to its attention, the Agency shall, at its sole expense and promptly upon having any such action brought to its attention, take such reasonable actions as may rescind or otherwise negate or cure such action or omission. 

Section 8.2            COVENANTS OF AGENCY

.  The Agency makes the following covenants and representations as of the date first above written and such covenants shall continue in full force and effect during the Loan Term:

(a)                REPAYMENTS.  The Agency covenants and agrees to pay to the City on or before February 1 in each Fiscal Year from Tax Increment Revenues the amounts set forth on Schedule I hereto for such Fiscal Year. To the extent Tax Increment Revenues are insufficient in any Fiscal Year to make such required payment, the Agency shall pay to the City the amount of such shortfall from the first available Tax Increment Revenues.

(b)               LIENS.  The Agency will not create, incur or suffer to exist any lien, charge or encumbrance on the Tax Increment Revenues.

(c)                FURTHER ASSURANCE.  The Agency shall execute and deliver to the City, all such documents and instruments and do all such other acts and things as may be reasonably necessary or required by the City to enable it to exercise and enforce its rights under this Interlocal Agreement and to realize thereon, and record and file and re-record and re-file all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be reasonably necessary or required by any of them to validate, preserve and protect its position under this Interlocal Agreement.

(d)               COMPLIANCE WITH LAWS, ETC.  The Agency shall comply with the requirements of all applicable laws, including the Act, the terms of all grants, rules, regulations and orders of any governmental authority and the terms of this Interlocal Agreement, non-compliance with which would, singly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit in a manner which would materially adversely affect its ability to make the payments under this Interlocal Agreement when and as the same become due and payable, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof.

ARTICLE IX

LOAN TERM AND LOAN CLOSING REQUIREMENTS

Section 9.1            COMMENCEMENT OF TERM

.  The Agency’s obligations under this Interlocal Agreement shall commence on the date hereof unless otherwise provided in this Interlocal Agreement.

Section 9.2            TERMINATION

.  This Interlocal Agreement and shall terminate upon payment in full of all amounts due under this Interlocal Agreement.

ARTICLE X

LOAN PAYMENTS

Section 10.1        FORM OF LOAN PAYMENTS

.  The Agency shall pay to the City payments due hereunder in lawful money of the United States of America. 

Section 10.2        OBLIGATIONS

.  The obligation of the Agency to make the payments due hereunder and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events except as otherwise expressly provided in this Interlocal Agreement.  Notwithstanding any dispute between the Agency and the City, the Agency shall make all payments due hereunder when due and shall not withhold any such payments or any other amounts pending final resolution of such dispute nor shall the Agency assert any right of setoff or counterclaim against its obligation to make such payments required under this Interlocal Agreement.  The Agency’s obligation to make payments hereunder shall not be abated through accident or unforeseen circumstances

ARTICLE XI

ASSIGNMENT AND PAYMENT BY THIRD PARTIES

Section 11.1        ASSIGNMENT BY AGENCY

.  This Interlocal Agreement may not be assigned by the Agency for any reason without the express prior written consent of the City.

ARTICLE XII

EVENTS OF DEFAULT AND REMEDIES

Section 12.1        EVENTS OF DEFAULT DEFINED

.  The following shall be “Events of Default” under this Interlocal Agreement and the terms “Event of Default” and “Default” shall mean (except where the context clearly indicates otherwise), whenever they are used in this Interlocal Agreement, any one or more of the following events:

(a)                Failure by the Agency to timely pay any payment to be paid hereunder on the date on which it is due and payable;

(b)               Failure by the Agency to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Interlocal Agreement for a period of not less than thirty (30) days, after notice thereof to the Agency by the City, unless the City shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the City, the City will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Agency within the applicable period and diligently pursued until the failure is corrected;

(c)                The Agency or the Legislature of the State shall terminate the corporate existence of the Agency unless, in the opinion of the City, adequate provision is made by law for the obligations of the Agency hereunder;

(d)               Any provision of this Interlocal Agreement material to the performance of the obligations of the Agency hereunder shall at any time for any reason cease to be valid and binding on the Agency or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by  the Agency or the Agency shall deny that it has any or further liability or obligation hereunder;

(e)                An Act of Bankruptcy is filed against the Agency and is not dismissed within 60 days of such filing;

(f)                The Agency files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; and

(g)               The Agency admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Agency or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days.

Section 12.2        NOTICE OF DEFAULT

.  The Agency agrees to give the City prompt written notice if any petition, assignment, appointment or possession referred to in Section 6.01(c), 6.01(e), 6.01(f) and 6.01(g) is filed by or against the Agency or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage of time or the giving of notice would constitute an Event of Default, immediately upon becoming aware of the existence thereof.

Section 12.3        REMEDIES ON DEFAULT

.  Whenever any Event of Default referred to in Section 6.01 hereof shall have happened and be continuing, the City has the right, at its or their option without any further demand or notice, to take whatever other action at law or in equity may appear necessary or desirable to collect amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder.

Section 12.4        ATTORNEYS’ FEES AND OTHER EXPENSES

.  The Agency shall, on demand, pay to the City the reasonable fees and expenses of attorneys and other reasonable expenses incurred by it in the collection of payments due or the enforcement of performance of any other obligations of the Agency hereunder upon an Event of Default.  The provisions of this Section 6.04 shall survive the termination of this Interlocal Agreement and the payment in full of the Agency’s obligations hereunder.

Section 12.5        NO REMEDY EXCLUSIVE; WAIVER, NOTICE

.  No remedy herein conferred upon or reserved to the City is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Interlocal Agreement or now or hereafter existing at law or in equity.  No delay or omission to exercise any right, remedy or power or shall be cons trued to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient.

ARTICLE XIII

MISCELLANEOUS

Section 13.1        NOTICES

.  All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by first-class mail, registered or certified mail, postage prepaid, to the parties at the following address:


 

The City:

 

City of Leesburg, Florida

 

 

 

Telephone: 

Telecopy: 

 

The Agency:

 

Community Development Agency

Of the U.S. Highway 441 & 27 Area

 

 

Telephone: 

Telecopy: 

Section 13.2        BINDING EFFECT

.  This Interlocal Agreement shall inure to the benefit of and shall be binding upon the City and the Agency and their respective successors and assigns.  Nothing in this Interlocal Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the City, any right, remedy or claim, legal or equitable, under and by reason of this Interlocal Agreement or any provision hereof, all provisions hereof being intended to be and being for the sole and exclusive benefit of the City.

Section 13.3        SEVERABILITY

.  In the event any provision of the Interlocal Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 13.4        AMENDMENTS, CHANGES AND MODIFICATIONS

.  No modification alteration or amendment to this Interlocal Agreement shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.

Section 13.5        EXECUTION IN COUNTERPARTS

.  This Interlocal Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 13.6        APPLICABLE LAW

.  This Interlocal Agreement shall be governed by and construed in accordance with the law of the State of Florida.

Section 13.7        CONSENTS AND APPROVALS

.  Whenever written consent or approval shall be required under the provisions of this Interlocal Agreement, such consent or approval may be given by an Authorized Representative.

Section 13.8        IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF CITY, AGENCY, AND LIQUIDITY PROVIDER

.  No recourse shall be had for any payment due hereunder or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Interlocal Agreement against any past, present or future officer, member, employee, director or agent of the City or the Agency as such, either directly or through the City or the Agency, any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, employees, directors or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Interlocal Agreement.

Section 13.9        CAPTIONS

.  The captions or headings in this Interlocal Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of sections of this Interlocal Agreement.

Section 13.10    NO PECUNIARY LIABILITY OF CITY OR AGENCY

.  No provision, covenant or agreement contained in this Interlocal Agreement, or any obligation herein imposed upon the City or the Agency, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision of the State or any public corporation or governmental agency existing under the laws thereof other than the Agency.

Section 13.11    PAYMENTS DUE ON HOLIDAYS

.  If the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Interlocal Agreement, shall be other than on a Business Day such payments shall be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Interlocal Agreement.

Section 13.12    PUBLIC AGENCIES

.  At all times prior to and during the term of this Interlocal Agreement, the City and Agency shall constitute “public agencies” as that term is defined in section 163.01(3)(b), Florida Statutes, and each of the City and this Agency have in common the power and authority to separately issue obligations like the Notes in order to provide financing of the Project.

Section 13.13    FILING OF INTERLOCAL AGREEMENT

.  It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Lake County, Florida, all in accordance with Chapter 163, Part I, Florida Statutes.

 

 

 

[SIGNATURES ON FOLLOWING PAGES]

 


IN WITNESS WHEREOF, the Community Agency of the U.S. Highway 441 & 27 Area has caused this Interlocal Agreement to be executed in its corporate name and attested by its duly authorized officers and City of Fort Pierce, Florida has caused this Interlocal Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers.  All of the above occurred as of the date first above written.

 

ATTEST:



By:                                                                     
       Secretary

 

 

COMMUNITY REDEVELOPMENT AGENCY OF THE U.S. HIGHWAY 441 & 27 AREA


By:                                                                     
       Chairman

 

 

 

 

[SEAL]

 

ATTEST:



By:                                                                     
City Clerk

CITY OF LEESBURG




By:                                                                     
Title: Mayor

 

 

 

 

 

 

 


SCHEDULE I

Year Ending
(September 30)

 

Principal

Interest

Total Debt Service

 

$             

$             

$