HomeMy WebLinkAbout2024-05 City of Ocoee Capital Improvement Revenue Note, Series 2024RESOLUTION NO. 2024-05
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA AUTHORIZING THE ISSUANCE OF
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2024 (THE
"SERIES 2024 NOTE") IN THE PRINCIPAL AMOUNT NOT TO
EXCEED $10,000,000 TO FINANCE THE COST OF THE
CONSTRUCTION AND EQUIPPING OF A NEW REGIONAL
POLICE/PUBLIC SAFETY TRAINING FACILITY AS FURTHER
DESCRIBED HEREIN AND TO PAY THE COSTS OF ISSUING
THE SERIES 2024 NOTE; PROVIDING THAT THE SERIES 2024
NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY
PAYABLE FROM NON -AD VALOREM REVENUES
BUDGETED, APPROPRIATED AND DEPOSITED AS PROVIDED
HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND
REMEDIES FOR THE OWNER OF THE SERIES 2024 NOTE AND
FOR THE NEGOTIATED SALE OF SUCH SERIES 2024 NOTE
WITH REGIONS CAPITAL ADVANTAGE, INC.; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA
SECTION 1. Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Act (as defined in Section 2 hereof).
SECTION 2. Definitions. The following words and phrases shall have the following
meanings when used herein:
"2024 Project" shall mean the construction and equipping of a new regional police/public
safety training facility, which will include, but not be limited to, an indoor weapons range of
various types and lengths, classrooms for instruction, and training for law enforcement
professionals, and a community room for other public safety classes, as such 2024 Project may
be modified, from time to time, by subsequent resolution of the Issuer.
"Act" means, collectively, the Constitution of the State of Florida, the Charter of the City
of Ocoee, Florida, Chapter 1.66, Part II, Florida Statutes, as amended, the Issuer's home rule
powers and other applicable provisions of law.
".Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Lender is closed.
"Citty Attorney" shall mean the City Attorney of the Issuer.
"City Commission" shall mean the governing body of the Issuer.
"City Manager" shall mean the City Manager or assistant, deputy, interim or acting City
Manager of the Issuer.
Clerk" shall mean the City Clerk or assistant or deputy City Clerk of the Issuer, or such
other person as may be duly authorized by the City Commission of the Issuer 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.
"Default Rate" shall mean the sum of the then current Interest Rate plus 6.00% per annum.
"Determination of Taxability" shall mean the circumstance of the interest on the Series 2024
Note becoming includable for federal income tax purposes in the gross income of the Owner,
solely as a result of any action or inaction of the Issuer. A Determination of Taxability will be
deemed to have occurred if, based solely upon the action or inaction of the Issuer: (i) the Issuer
or the Owner shall have received an original or a copy of an Internal Revenue Service Technical
Advice Memorandum or Statutory Notice of Deficiency; (ii) there shall have been issued any
public or private ruling of the Internal Revenue Service; or (iii) the Issuer or the Owner shall have
received an opinion of counsel experienced in tax matters relating to municipal bonds, in each
case to the effect that the interest on the Series 2024 Note is not excluded from gross income of
the Owner for federal income tax purposes, but in each case only after the Issuer shall have been
afforded a reasonable opportunity to contest the same, either directly or in the name of any Owner
of the Series 2024 Note and until the conclusion of any appellate review, if sought.
"Finance Director" means the Finance Director of the Issuer or in her absence or inability
to act, such other person as may be duly authorized to act on her behalf.
"Fiscal Year" shall mean the fiscal year of the Issuer, which begins on October 1 and ends
on September 30 of each calendar year.
"Interest Rate" shall be as defined in Section 7(A) hereof, and shall be subject to adjustment
as provided in Section 7(B) hereof.
"Issuer" or "City" means the City of Ocoee, Florida, a municipal corporation of the State
of Florida.
"Lender" means Regions Capital Advantage, Inc., together with its successors and assigns,
as the initial Owner of the Series 2024 Note.
"Maturity Date" means October 1, 2033.
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"Mayor" means the Mayor of the Issuer or in his or her absence or inability to act, the Vice
Mayor of the Issuer or such other person as may be duly authorized by the City Commission to
act on its behalf.
"Non -Ad Valorem Revenues" shall mean unencumbered legally available revenues of the
City derived from any source whatsoever, other than ad valorem taxation on real and personal
property, which are legally available for payment by the City of debt service on the Series 2024
Note, after the payment from the sources of Non -Ad Valorem Revenues pledged thereto of the
principal of and interest on any other obligations of the City previously and hereafter issued
which have a prior specific pledge on a source of the Non -Ad Valorem Revenues.
"Owner" means the Person in whose name the Series 2024 Note shall be registered on the
books of the Issuer kept for that purpose in accordance with provisions of this Resolution.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"Pledged Revenues" means the Non -Ad Valorem Revenues budgeted, appropriated and
deposited as provided herein.
"Principal Office" means, with respect to the Lender, the office located at 1900 Fifth Avenue
North, Suite 2400, Birmingham, Alabama 35203, or such other office as the Lender may designate
to the Issuer in writing.
"Proposal" means the proposal to purchase the Series 2024 Note submitted to the Issuer by
the Lender and attached hereto as Exhibit D.
"Resolution" means this Resolution, pursuant to which the Series 2024 Note is authorized
to be issued, including any supplemental resolution(s).
"Series 2024 Note" means the Issuer's Capital Improvement Revenue Note, Series 2024,
issued pursuant to this Resolution to finance the costs of the 2024 Project and to pay the costs
associated with the issuance of the Series 2024 Note.
"State" means the State of Florida.
SECTION 3. Findings.
(A) The Issuer deems it necessary, beneficial and in its best financial interest to issue
the Series 2024 Note to provide funds to finance the 2024 Project. Issuance of the Series 2024 Note
to finance the 2024 Project satisfies a paramount public purpose.
(B) The estimated sum required for the 2024 Project will be derived from the proceeds
of the sale of the Series 2024 Note and other available funds of the City.
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(C) Debt service on the Series 2024 Note will be payable from the Pledged Revenues
as provided herein. It is estimated that Non -Ad Valorem Revenues will be available, after
satisfying funding requirements for obligations having an express lien on or pledge thereof and
after satisfying funding requirements for essential governmental services of the Issuer, in
amounts sufficient to provide for the payment of the principal of and interest on the Series 2024
Note and all other payment obligations hereunder.
(D) The Issuer has received the Proposal from the Lender to purchase the Series 2024
Note.
(E) The City adopted this Resolution after a public hearing preceded by at least seven
(7) days notice of the hearing and the proposed action by publication in a newspaper of general
circulation in the City in accordance with the requirements of the Charter of the City.
(F) In consideration of the purchase and acceptance of the Series 2024 Note authorized
to be issued hereunder by those who shall be the Owner thereof from time to time, this Resolution
shall constitute a contract between the Issuer and the Owner.
SECTION 4. Authorization of 2024 Project. The City does hereby authorize the
undertaking of the 2024 Project and the financing of the 2024 Project with proceeds of the Series
2024 Note, along with other available funds of the City, in accordance herewith.
SECTION 5. Negotiated Sale. Because of the characteristics of the Series 2024 Note,
prevailing market conditions, and in order to complete the issuance of the Series 2024 Note in an
expeditious manner, it is in the best interest of the Issuer to accept the Proposal of the Lender to
purchase the Series 2024 Note through a negotiated sale. The City Manager is hereby authorized
to execute and deliver the Proposal to the Lender. Prior to the issuance of the Series 2024 Note,
the Issuer shall receive from the Lender a Lender's Certificate, the form of which is attached
hereto as Exhibit B and the Disclosure Letter containing the information required by Section
218.385, Florida Statutes, a form of which is attached hereto as Exhibit C.
SECTION 6. Authorization of Series 2024 Note. Subject and pursuant to the provisions
of this Resolution, the obligation of the Issuer to be known as the "City of Ocoee, Florida, Capital
Improvement Revenue Note, Series 2024" is hereby authorized to be issued under and secured
by the Pledged Revenues pursuant to this Resolution, in the principal amount not to exceed
$10,000,000 for the purpose of providing funds to pay the costs of the 2024 Project and the costs
associated with the issuance of the Series 2024 Note.
SECTION 7. Description of the Series 2024 Note. The Series 2024 Note shall be issued in
a single denomination equal to the principal amount of the Series 2024 Note, shall be dated the
date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Lender,
subject to the following terms:
(A) Interest Rate. The Series 2024 Note shall have a fixed interest rate of 4.40%. The
interest rate shall be subject to adjustment as described below, and is herein referred to as the
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"Interest Rate," calculated on a 360 day year consisting of twelve thirty (30) day months basis;
provided, however, that the Interest Rate shall in no event exceed the maximum interest rate
permitted by applicable law.
(B) Adjustments to Interest Rate. The Interest Rate on the Series 2024 Note may be
adjusted as provided below; provided, however, the Interest Rate on the Series 2024 Note shall
not exceed the maximum interest rate permitted by applicable law:
(1) Upon a Determination of Taxability, the following shall occur: (i)
the Interest Rate on the Series 2024 Note shall be increased to a rate providing an after-
tax yield on the then outstanding principal amount of the Series 2024 Note at least
equal to the after-tax yield the Owner could have received if a Determination of
Taxability had not occurred, and (ii) the Issuer shall pay to the Owner, on demand,
any interest, penalties or charges owed by the Owner as a result of interest on the
Series 2024 Note becoming included in the gross income of the Owner, together with
any and all attorneys' fees, court costs, or other out-of-pocket costs incurred by the
Owner in connection therewith.
(2) Upon the occurrence and during the continuance of an Event of
Default as described in Section 22 hereof, the Interest Rate shall be adjusted to the
Default Rate.
(C) Interest Payment Dates, Interest on the Series 2024 Note shall be paid semi-
annually, commencing October 1, 2024, and on each April 1 and October 1 thereafter (each an
"Interest Payment Date") until the Maturity Date, unless earlier redeemed.
(D) Principal Payment Dates; Prepayment. Principal on the Series 2024 Note shall be
paid annually, commencing October 1, 2024, and on each October 1 thereafter (each a "Principal
Payment Date") until the Maturity Date, unless earlier redeemed. The amount of principal due
on each Principal Payment Date shall be as provided in the form of the Series 2024 Note attached
hereto as Exhibit A.
The Series 2024 Note is not subject to early prepayment prior to September 7, 2027. On
and after September 7, 2027, the Issuer may prepay, at its option, all or a part of the Series 2024
Note. Prepayments in whole may be made on any date while partial prepayments may be made
only on a Principal Payment Date and only in an amount of not less than $100,000, Partial
prepayments shall be applied in inverse order of scheduled principal payments, The Issuer shall
provide the Owner with prior written notice of any prepayment not less than ten (10) calendar
days prior to the date scheduled for prepayment.
(E) Form of Series 2024 Note. The Series 2024 Note is to be in substantially the form
set forth in Exhibit A attached hereto, together with such non -material changes as shall be
approved by the Mayor, following review by the City Manager, Finance Director and City
Attorney, such approval to be conclusively evidenced by the execution thereof by the Mayor. The
Series 2024 Note shall be executed on behalf of the Issuer with the manual or facsimile signature
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of the Mayor and the official seal of the Issuer, and be attested and countersigned with the manual
or facsimile signature of the Clerk and approved as to form by the City Attorney. In case any one
or more of the officers who shall have signed or sealed the Series 2024 Note or whose facsimile
signature shall appear thereon shall cease to be such officer of the Issuer before the Series 2024
Note so signed and sealed has been actually sold and delivered, such Series 2024 Note may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such Series 2024 Note had not ceased to hold such office. The Series 2024 Note
may be signed and sealed on behalf of the Issuer by such person who at the actual time of the
execution of such Series 2024 Note shall hold the proper office of the Issuer, although, at the date
of such Series 2024 Note, such person may not have held such office or may not have been so
authorized, The Issuer may adopt and use for such purposes the facsimile signatures of any such
persons who shall have held such offices at any time after the date of the adoption of this
Resolution, notwithstanding that either or both shall have ceased to hold such office at the time
the Series 2024 Note shall be actually sold and delivered.
SECTION 8. Registration, Transfer and Exchange of Series 2024 Note; Persons Treated as
Owner. The Series 2024 Note is initially registered to the Lender. So long as the Series 2024 Note
shall remain unpaid, the Clerk will keep books for the registration and transfer of the Series 2024
Note. The Series 2024 Note shall be transferable only upon such registration books; provided,
however, that the Series 2024 Note may be transferred only in whole and not in part and any such
transfer shall be made only to an "accredited investor" as such term is defined in the Securities
Act of 1933, as amended, and Regulation D thereunder. Notwithstanding the foregoing, nothing
in this Resolution or in the Series 2024 Note shall be construed to prohibit the Lender from
granting a participation or participations in the Series 2024 Note to any other bank or banks
affiliated with the Lender or any subsidiary thereof.
The Person in whose name the Series 2024 Note shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of principal of and interest
on such Series 2024 Note shall be made only to or upon the written order of the Owner. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2024
Note to the extent of the sum or sums so paid.
SECTION 9. Payment of Principal and Interest; Limited Obligation. The Issuer promises
that it will promptly pay the principal of and interest on the Series 2024 Note at the place, on the
dates and in the manner provided therein according to the true intent and meaning hereof and
thereof. The Series 2024 Note shall not be or constitute a general obligation or indebtedness of
the Issuer as a "bond" within the meaning of Article VIL Section 12 of the Constitution of the
State of Florida, but shall be payable solely from the Pledged Revenues in accordance with the
terms hereof. No holder of the Series 2024 Note issued hereunder shall ever have the right to
compel the exercise of any ad valorem taxing power to pay such Series 2024 Note, or be entitled
to payment of such Series 2024 Note from any funds of the Issuer except from the Pledged
Revenues as described herein.
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SECTION 10. Privately Negotiated Loan. The Issuer acknowledges and agrees that the
Lender is purchasing the Series 2024 Note in evidence of a privately negotiated loan and in that
connection the Series 2024 Note shall not be (i) assigned a separate rating by any municipal
securities rating agency, (ii) registered with The Depository Trust Company or any other
securities depository, (iii) issued pursuant to any type of offering document or official statement
or (iv) assigned a CUSIP number by the CUSIP Service Bureau.
SECTION 11. Covenant to Budget and Appropriate. (A) The City covenants to budget
and appropriate in each such Fiscal Year such amount of Non -Ad Valorem Revenues sufficient
to provide for the timely payment of the principal of and interest on the Series 2024 Note and any
other amounts required to be paid thereunder. Subject to the next paragraph, the City covenants
and agrees and has a positive and affirmative duty to appropriate in its annual budget, by
amendment, if necessary, from Non -Ad Valorem Revenues, and to deposit into the Debt Service
Fund (defined below), amounts sufficient to pay the principal of, and interest on the Series 2024
Note as the same shall become due. Such covenant and agreement on the part of the City to
budget, appropriate and deposit 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, deposited and actually paid. The City further acknowledges and agrees
that the obligations of the City to include the amount of such amendments in each of its annual
budgets and to budget and pay such amounts 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 or any provision of this Resolution to the contrary, the
City does not covenant to maintain any services or programs now maintained by the City which
generate Non -Ad Valorem Revenues or to maintain the charges it presently collects for any such
services or programs.
Until such monies are budgeted, appropriated and deposited as provided herein, such
covenant to budget and appropriate does not create any lien upon of 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. 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 Resolution or the Series 2024 Note to the contrary
notwithstanding, it is understood and agreed that nothing herein shall compel the City to
maintain or continue any of the activities of the City which generate user service charges,
regulatory fees, or any other Non -Ad Valorem Revenues. Until such monies are budgeted,
appropriated and deposited as provided herein, the obligations of the City hereunder shall not
be construed as a pledge of or a lien on all or any Non -Ad Valorem Revenues of the City, but
shall be payable solely as provided herein subject to the availability of Non -Ad Valorem
Revenues after satisfaction of funding requirements for obligations having an express lien on or
pledge of such revenues, payment of services and programs which are for essential public
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purposes affecting the health, welfare and safety of the inhabitants of the City, and subject to the
provisions of Section 166.241, Florida Statutes.
The City does hereby create and establish the City of Ocoee, Florida, Capital Improvement
Revenue Note, Series 2024 debt service fund (the "Debt Service Fund"). The City shall deposit
all Non -Ad Valorem Revenues budgeted and appropriated for payment of debt service on the
Series 2024 Note or any other obligations of the City arising thereunder into the Debt Service
Fund before the date such amounts are needed to pay the principal, interest, or other obligations
coming due on the Series 2024 Note. The Owner of the Series 2024 Note shall not have a lien on
the Non -Ad Valorem Revenues until such Non -Ad Valorem Revenues are deposited in the Debt
Service Fund. This Resolution and the Series 2024 Note do not constitute a lien or encumbrance
on the 2024 Project or on any other real or personal property of the Issuer.
(B) During such time as this Series 2024 Note is outstanding which is secured by the
Pledged Revenues, the Issuer agrees and covenants with the Owner not to issue additional debt
payable from such Pledged Revenues unless the debt service coverage, calculated in accordance
with the formula below, exceeds 1.25:1.0 for the preceding twelve (12) months. The Issuer agrees
that, as soon as practicable upon the issuance of additional debt by the Issuer which is secured by
the Pledged Revenues, it shall deliver to the Owner a certificate setting forth the calculations of
the financial ratios provided in this Section 11 and certifying that it is in compliance with the
provisions of this Section 11.
The debt service coverage formula shall be calculated as follows:
[Total General Fund Revenues — Ad Valorem Revenues (General Fund) + funds deposited into the General
Fund from Enterprise Funds for payment of General Government & Public Safety Expenditures (General
Fund] - [Current General Government Expenditures (General Fund) + Current Public Safety Expenditures
(General Fund) — Current General Government & Current Public Safety Expenditures paid from Ad Valorem
(General Fund]
Maximum Annual Debt Service for both the Existing and Proposed Debt
payable from Non -Ad Valorem Revenues
For purposes of calculating the foregoing, if any non -self-supporting revenue debt bears
a rate of interest that is not fixed for the entire term of the non -self-supporting revenue debt
(excluding any provisions that adjust the interest rate upon a change in tax law or in the tax
treatment of interest on the debt or upon a default), then the interest rate on such non -self-
supporting revenue debt shall be assumed to be the highest of (x) the average rate of actual
interest borne by such non -self-supporting revenue debt during the most recent complete month
prior to the date of calculation, (y) for tax-exempt non -self supporting revenue debt, The Bond
Buyer Revenue Bond 30-Year Index last published in the month preceding the date of calculation
plus one percent, or (z) for taxable non -self-supporting revenue debt, the yield on a U.S. Treasury
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obligation with a constant maturity closest to but not before the maturity date of such non -self-
supporting revenue debt, as reported in Statistical Release H.15 of the Federal Reserve on the last
day of the month preceding the date of issuance of such proposed non -self-supporting revenue
debt, plus three percent, provided that if the Issuer shall have entered into an interest rate swap
or interest rate cap or shall have taken any other action which has the effect of fixing or capping
the interest rate on such non -self-supporting revenue debt for the entire term thereof, then such
fixed or capped rate (for the applicable notional amount of non -self-supporting revenue debt)
shall be used as the applicable rate for the period of such swap or cap, and provided further that
if The Bond Buyer Revenue Bond 30-Year Index or Statistical Release H.15 of the Federal Reserve
is no longer available or no longer contains the necessary data, such other comparable source of
comparable data as selected by the Owner shall be utilized in the foregoing calculations. For the
purpose of calculating the foregoing, "balloon indebtedness" (as defined in the immediately
succeeding sentence) shall be assumed to amortize over 20 years in substantially equal amoral
payments at its fixed interest rate and, if the interest rate is not fixed, at the rate calculated
pursuant to the immediately preceding sentence. "Balloon indebtedness" is any non -self-
supporting revenue debt, twenty percent (20%) or more of the principal amount of which comes
due in any single Fiscal Year. As used above, the term "non -self-supporting revenue debt" shall
not include any debt payable from revenues of a utility.
SECTION 12. U.S. Patriot Act. The Issuer represents and warrants to the Lender that it
is not a person named as a Specially Designated National and Blocked Person (as defined in
Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf
of any such person. The Issuer further represents and warrants to the Lender that, to its
knowledge, the Issuer is not directly or indirectly, engaged in, nor facilitating, the transactions
contemplated by this Resolution on behalf of any person named as a Specially Designated
National and Blocked Person.
SECTION 13. Role of Lender. The Issuer understands and acknowledges that the Lender
and its representatives are not registered municipal advisors and do not provide advice to
municipal entities or obligated persons with respect to municipal financial products or the
issuance of municipal securities (including regarding the structure, timing, terms and similar
matters concerning municipal financial products or municipal securities issuances) or engage in
the solicitation of municipal entities or obligated persons for the provision by non-affiliated
persons of municipal advisory services and/or investment advisory services. With respect to this
Resolution and the Series 2024 Note and any other information, materials or communications
provided by the Lender: (a) the Lender and its representatives are not recommending an action
to any municipal entity or obligated person; (b) the Lender and its representatives are not acting
as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty
pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or
obligated person with respect to this Resolution, information, materials or communications; (c)
the Lender and its representatives are acting for their own interests; and (d) the Issuer has been
informed that the Issuer should discuss this Resolution and the Series 2024 Note and any such
other information, materials or communications with any and all internal and external advisors
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and experts that the Issuer deems appropriate before acting on this Resolution or any such other
information, materials or communications.
SECTION 14. Payment of Costs of Issuance. The Finance Director is hereby authorized
to pay the costs of issuance of the Series 2024 Note from a portion of the proceeds from the sale
of the Series 2024 Note.
SECTION 15. Waiver of Lury Trial. To the extent permitted by applicable law, each of
the City and the Lender irrevocably and voluntarily waives any right it may have to a trial by
jury with respect to any controversy or claim between the City and the Lender, whether arising
in contract or tort or by statute, including but not limited to any controversy or claim that arises
out of or relates to the Proposal, the Series 2024 Note or this Resolution. This provision is a
material inducement for the Lender's determination to purchase the Series 2024 Note and for the
parties to enter into the transaction contemplated by the Proposal.
SECTION 16. Amendment. This Resolution shall not be modified or amended in any
respect subsequent to the issuance of the Series 2024 Note except with the written consent of the
Owner of the Series 2024 Note.
SECTION 17. Limitation of Rights. With the exception of any rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Series
2024 Note is intended or shall be construed to give to any Person other than the Issuer and the
Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or
any covenants, conditions and provisions herein contained; this Resolution and all of the
covenants, conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the Issuer and the Owner.
SECTION 18. Series 2024 Note Mutilated, Destroyed, Stolen or Lost. In case the Series
2024 Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver
a new Series 2024 Note of like tenor as the Series 2024 Note so mutilated, destroyed, stolen or lost,
in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the
Series 2024 Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of
ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such
other reasonable regulations and conditions as the Issuer may prescribe and paying such
expenses as the Issuer may incur. The Series 2024 Note so surrendered shall be canceled.
SECTION 19. Impairment of Contract. The Issuer covenants with the Owner of the Series
2024 Note that it will not, without the written consent of the Owner of the Series 2024 Note, enact
any ordinance or adopt any resolution which repeals or impairs this Resolution or the Series 2024
Note in any manner adverse to the Owner the rights granted to the Owner of the Series 2024 Note
hereunder,
SECTION 20. Budget and Financial Information. The Issuer shall provide the Owner of
the Series 2024 Note with a copy of its annual budget within thirty (30) days of its adoption (but
no later than thirty (30) days after the start of each Fiscal Year) and such other financial
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information regarding the Issuer as the Owner of the Series 2024 Note may reasonably request
including, but not limited to, copies of any updated capital improvement plans upon adoption.
Additionally, the Issuer shall provide the Owner of the Series 2024 Note with annual financial
statements for each Fiscal Year of the Issuer not later than two hundred seventy (270) days after
the close of such Fiscal Year, prepared in accordance with applicable law and generally accepted
accounting principles and audited by an independent certified public accountant. All accounting
terms not specifically defined or specified herein shall have the meanings attributed to such terms
under generally accepted accounting principles as in effect from time to time, consistently
applied.
SECTION 21. Events of Default• Remedies of Owner. The following shall constitute
"Events of Default": (i) if the Issuer fails to pay any payment of principal of or interest on the
Series 2024 Note or any other amounts due and payable hereunder or under the Series 2024 Note
as the same becomes due and payable (a "Payment Default"); (ii) if the Issuer defaults in the
performance or observance of any covenant or agreement contained in this Resolution or the
Series 2024 Note (other than set forth in (i) above) and fails to cure the same within thirty (30)
days after the Issuer receives written notice from the Owner; (iii) filing of a petition by or against
the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the
Issuer or for any other relief relating to the Issuer 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 Issuer, and the continuance of any such event for
ninety (90) days undismissed or undischarged; or (iv) the Issuer 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 or consents to the appointment of a receiver or trustee
for itself.
Upon the occurrence and during the continuation of any Event of Default, the Owner of
the Series 2024 Note may, in addition to any other remedies set forth in this Resolution or Series
2024 Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court
of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or
granted or contained in this Resolution, and may enforce and compel the performance of all
duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or
by any officer thereof.
SECTION 22. Notice of an Event of Default. The Issuer shall, within ten (10) Business
Days after it acquires knowledge thereof, provide the Owner with written notice of the occurrence
of (a) an Event of Default under the Series 2024 Note or this Resolution and (b) any event or
condition which is reasonably believed by the Issuer to cause a Payment Default, and shall
include with such written notice required by this proviso (b) a detailed statement by a responsible
officer of the Issuer of all relevant facts and the actions being taken or proposed by the Issuer to
be taken with respect thereto. Regardless of the date of receipt of such notice by the Owner, such
date shall not in any way modify the date of occurrence of the actual Event of Default.
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SECTION 23. Severabilijy. If any provision of this Resolution shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
any other provision herein or render any other provision (or such provision in any other context)
invalid, inoperative or unenforceable to any extent whatever.
SECTION 24. Business Days. If any date for the payment of principal and interest on the
Series 2024 Note shall fall on a day which is not a Business Day, the payment due on such date
shall be due on the next succeeding day which is a Business Day, with the same force and effect
as if made on the nominal date provided in this Resolution and interest shall cease to accrue on
the date on which such payment was due, if such payment is made on the immediately
succeeding Business Day.
SECTION 25. Applicable Provisions of Law. This Resolution shall be governed by and
construed in accordance with the laws of the State.
SECTION 26. Rules of Interpretation. Unless expressly indicated otherwise, references
to sections or articles are to be construed as references to sections or articles of this instrument as
originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to this Resolution and not solely to the particular
portion in which any such word is used.
SECTION 27. Captions. The captions and headings in this Resolution are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Resolution.
SECTION 28. Members of the City Commission of the Issuer Exempt from Personal
Liabilijy, No recourse under or upon any obligation, covenant or agreement of this Resolution
or the Series 2024 Note or for any claim based thereon or otherwise in respect thereof, shall be
had against any past, present or future officer, employee, Mayor or any member of the City
Commission of the Issuer, either directly or through the Issuer, it being expressly understood: (a)
that no personal liability whatsoever shall attach to, or is or shall be incurred by, the officers,
employees, Mayor and the members of the City Cormnission of the Issuer, as such, under or by
reason of the obligations, covenants or agreements contained in this Resolution or implied
therefrom, or the Exhibits attached hereto, and (b) that any and all such personal liability, either
at common law or in equity or by constitution, statute, or the city's charter of, and any and all
such rights and claims against, the officers, employees, Mayor and every such member of the City
Commission of the Issuer, as such, are waived and released as a condition of, and as a
consideration for, the execution of this Resolution and the issuance of the Series 2024 Note, on the
part of the Issuer.
SECTION 29. Authorizations. The Mayor and any member of the City Commission, the
City Manager, the Finance Director, the City Attorney, the City Clerk and such other officials and
employees of the Issuer as may be designated by the Issuer are each designated as agents of the
Issuer in connection with the issuance and delivery of the Series 2024 Note and are authorized
IN
and empowered, collectively or individually, hotake all action and steps and toexecute all
instruments, documents, and contracts oubehalf of the Issuer that are necessary mdesirable in
connection with the execution and delivery of the Series 2024 Note, and which are specifically
authorized urare not inconsistent with the terms and provisions o{this Resolution.
SECTION 30. Repealer. All xeen]otk000 or parts thereof in conflict herewith are hereby
SECTION 31 No Third Party Beneficiaries. Except such other persons aamay he
expressly described in this Resolution orin the Secieo2024 Note, nothing in this Resolution min
the Series 2O24Note, expressed orimplied, iaioteudedozabaObecouatzuedtoconieroponmzy
person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under
and bnreason otthis Resolution or of the Series 2O24Note, or any provisions thereof, all
provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer
and the persons who shall from time totime bethe holders.
13
SECTION 34. Effective Date. This resolution shall become immediately effective upon
its passage and adoption.
PASSED AND RESOLVED at the regular meeting of the City Commission held in the City
of Ocoee, Florida, on the 511, day of March, 2024.
Rusty Johns n, a or
ATTEST:
"111" 1 A
Melanie Sibbitt, MMC, Clerk
Approved as to form and legality for the use and reliance of the City of Ocoee, Florida, only.
Ric and Geller, City Attorney
14
ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A LENDER'S
CERTIFICATE IN SUBSTANTIALLY THE FORM ATTACHED TO THE RESOLUTION
(HEREIN DEFINED) 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.
Dated Date: March 7,2024
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2024
Maturity Date: October 1, 2033
Interest Rate: 4.40%
(subject to adjustment as
described herein)
KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida (the "Issuer"), a
municipal corporation created and existing pursuant to the Constitution and the laws of the State
of Florida, for value received, promises to pay from the sources hereinafter provided, to the order
of Regions Capital Advantage, Inc., or its registered assigns (hereinafter, the "Owner"), the
principal sum of $10,000,000, on the dates as hereinafter described, together with interest on the
principal balance outstanding from time to time at the Interest Rate (subject to adjustment as
herein provided). This Series 2024 Note shall have a final maturity date of October 1, 2033 (the
"Maturity Date").
This Series 2024 Note is issued pursuant to Article VIII, Section 2 of the Constitution of
the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer and Resolution No.
2024-05 duly adopted by the Issuer on March 5, 2024, as amended and supplemented from time
to time (herein referred to as the "Resolution"), and is subject to all the terms and conditions of
the Resolution. All terms, conditions and provisions of the Resolution including, without
limitation, remedies in the event of default are by this reference thereto incorporated herein as a
part of this Series 2024 Note. Payment of this Series 2024 Note is secured by a covenant to budget
and appropriate Non -Ad Valorem Revenues of the Issuer. Terms used herein in capitalized form
and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution.
This Series 2024 Note shall initially have a fixed interest rate per annurn equal to 4.401/o,
which Interest Rate shall be subject to adjustment as provided herein and in the Resolution,
calculated on a 360 day year consisting of twelve thirty (30) day months basis.
Exhibit A-1
The Interest Rate on this Series 2024 Note may be adjusted as provided below; provided,
however, the Interest Rate on this Series 2024 Note shall not exceed the maximum interest rate
permitted by applicable law:
(1) Upon a Determination of Taxability, the following shall occur: (i) the
Interest Rate on the Series 2024 Note shall be increased to a rate providing an after-tax
yield on the then outstanding principal amount of the Series 2024 Note at least equal to
the after-tax yield the Owner could have received if a Determination of Taxability had not
occurred, and (ii) the Issuer shall pay to the Owner, on demand, any interest, penalties or
charges owed by the Owner as a result of interest on the Series 2024 Note becoming
included in the gross income of the Owner, together with any and all attorneys' fees, court
costs, or other out-of-pocket costs incurred by the Owner in connection therewith.
(2) Upon the occurrence and during the continuance of an Event of Default as
described in Section 22 of the Resolution, the Interest Rate shall be adjusted to the Default
Rate.
Principal of and interest on this Series 2024 Note is payable in lawful money of the United
States of America at such place as the Owner may designate to the Issuer in writing.
Interest on this Series 2024 Note shall be paid semi-annually, commencing October 1, 2024,
and each April 1 and October 1 thereafter until the Maturity Date, unless earlier redeemed.
Principal on this Series 2024 Note shall be paid annually, in the amounts provided in
Schedule I hereof, commencing October 1, 2024, and on each October 1 thereafter until the
Maturity Date, unless earlier redeemed.
This Series 2024 Note is not subject to early prepayment prior to September 7, 2027. On
and after September 7, 2027, the Issuer may prepay, at its option, all or a part of the Series 2024
Note. Prepayments in whole may be made on any date while partial prepayments may be made
only on a Principal Payment Date and only in an amount of not less than $100,000. Partial
prepayments shall be applied in inverse order of scheduled principal payments. The Issuer shall
provide the Owner with prior written notice of any prepayment not less than ten (10) calendar
days prior to the date scheduled for prepayment.
If any date for the payment of principal and interest hereon shall fall on a day which is
not a Business Day, the payment due on such date shall be due on the next succeeding day which
is a Business Day, with the same force and effect as if made on the nominal date provided in the
Resolution and interest shall cease to accrue on the date on which such payment was due, if such
payment is made on the immediately succeeding Business Day.
All payments by the Issuer pursuant to this Series 2024 Note shall apply first to accrued
interest, then to other charges due the Owner, and the balance thereof shall apply to principal.
Exhibit A-2
THIS SERIES 2024 NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF
THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR
CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER
OF THIS SERIES 2024 NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT
TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE
ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS SERIES 2024 NOTE OR THE
MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. THIS SERIES
2024 NOTE DOES NOT CONSTITUTE A LIEN OR ENCUMBRANCE ON THE 2024 PROJECT
OR ON ANY REAL OR PERSONAL PROPERTY OF THE ISSUER.
This Series 2024 Note may be exchanged or transferred by the Owner hereof but only
upon the registration books maintained by the Issuer and in the manner provided in the
Resolution.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and the
issuance of this Series 2024 Note do exist, have happened and have been performed in due time,
form and manner as required by law, and that the issuance of this Series 2024 Note is in full
compliance with and does not exceed or violate any constitutional or statutory limitation.
[Remainder of this Page Intentionally Left Blank]
Exhibit A-3
IN WITNESS WHEREOF, the City of Ocoee, Florida has caused this Series 2024 Note to
be executed in its name by the manual signature of its Mayor and attested by the manual
signature of its City Clerk, and its seal to be impressed hereon, all as of this 7th day of March,
2024.
am
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF OCOEE, FLORIDA
Mayor
Exhibit A-4
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee) the attached Note of the
City of Ocoee, Florida, and does hereby constitute and appoint
, attorney, to transfer the said Note on the books kept
for registration thereof, with full power of substitution in the premises.
By: (manual signatgreL— NOTICE: No transfer will be registered and no
Title: new Note will be issued in the name of the
Transferee, unless the signature to this assignment
corresponds with the name as it appears upon the
face of the within Note every particular, without
alteration or enlargement or any change whatever
and the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
Signature Guaranteed by
[member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
Exhibit A-5
SCHEDULE I
PRINCIPAL REPAYMENT SCHEDULE
Payment Date
Payment Amount
10/1/2024
$ 489,000
10/1/2025
884,000
10/1/2026
923,000
10/1/2027
964,000
10/1/2028
1,006,000
10/1/2029
1,050,000
10/1/2030
1,096,000
10/1/2031
1,145,000
10/1/2032
1,195,000
10/1/2033
1,248,000
Exhibit A-6
Mm9mm
This is to certify that REGIONS CAPITAL ADVANTAGE, INC. (the "Lender") has made
a loan (the "Loan") to the City of Ocoee, Florida (the "Issuer"). The Loan is evidenced by the
Issuer's Capital Improvement Revenue Note, Series 2024 dated March 7, 2024 (the "Note"). The
Lender acknowledges that the Loan is being made as a direct loan and not through the purchase
of a municipal security and that the Issuer will not make a filing with the Municipal Securities
Rulemaking Board's Electronic Municipal Market Access repository. Any capitalized undefined
terms used herein not otherwise defined shall have the meaning set forth in a resolution adopted
by the City Commission of the Issuer on March 5, 2024 (the "Resolution").
The Lender has conducted its own investigation, to the extent it deems satisfactory or
sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of
the Issuer in connection with the Loan and no inference should be drawn that the Lender, in the
acceptance of said Note, is relying on Note Counsel or Issuer's Counsel as to any such matters
other than the legal opinion rendered by Note Counsel, Bryant Miller Olive P.A., and by Issuer's
Counsel, Fishback Dominick LLP.
We acknowledge that no CUSIP numbers or credit ratings have been obtained with
respect to the Note. We further acknowledge that we are making the Loan for our own account,
we do not currently intend to syndicate the Loan, and we will take no action to cause the Note to
be characterized as a security.
We are not acting as a broker or other intermediary and are funding the Loan with our
own capital and for our own account and not with a present view to a resale or other distribution
to the public. The Note will only be sold to an Accredited Investor as such term is defined in the
Securities Act of 1933, as amended, and Regulation D. We are a bank as contemplated by Section
517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion
of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517,
Florida Statutes.
We are an "accredited investor" as such term is defined in the Securities Act of 1933, as
amended/ and Regulation D thereunder.
This Certificate is furnished by us as Lender based solely on our knowledge on the day
hereof and is solely for the benefit of the Issuer and may not be relied upon by, or published or
communicated to, any other person without our express written consent. We disclaim any
obligation to supplement this letter to reflect any facts or circumstances that may hereafter come
to our attention.
Exhibit B-1
Dated this 7th day of March, 2024.
Name: Bo Buckner
Title: President
Exhibit B-2
The undersigned, Regions Capital Advantage, Inc., as Lender (the "Lender"), proposes to
negotiate with the City of Ocoee, Florida (the "Issuer") for the private purchase of its City of Ocoee,
Florida, Capital Improvement Revenue Note, Series 2024 (the "Series 2024 Note") in the principal
amount of $10,000,000. Prior to the award of the Series 2024 Note, the following information is hereby
furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated arnounts of expenses to be
incurred for services rendered to Lender in connection with the issuance of the Series 2024 Note (such
fees and expenses to be paid by the Issuer):
Butler Snow
Lender Counsel Fees -- $10,000
2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lender in
connection with the issuance of the Series 2024 Note to any person not regularly employed or retained
by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as
specifically enumerated as expenses to be incurred by the Lender, as set forth in paragraph (1) above.
(b) No person has entered into an understanding with the Lender, or to the knowledge
of the Lender, with the Issuer, for any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the
Lender or to exercise or attempt to exercise any influence to effect any transaction in the purchase of
the Series 2024 Note.
The amount of the underwriting spread expected to be realized by the Lender is $0.
4. The management fee to be charged by the Lender is $0.
Truth -in -Bonding Statement:
The Series 2024 Note is being issued primarily to finance the costs of the construction and
equipping of a new regional police/public safety training facility.
Unless earlier redeemed, the Series 2024 Note is expected to be repaid by October 1, 2033, at a
fixed interest rate of 4.40%, with the estimated total interest paid over the life of the Series 2024 Note
being $2,461,609,33.
The Series 2024 Note will be payable solely from Pledged Revenues as defined in Resolution
No. 2024-05 adopted by the City Commission of the Issuer on March 5, 2024 (the "Resolution").
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution. Issuance of the Series 2024 Note is estimated to result in an annual average
Exhibit C-1
of approximately $1,302,607.25 of Pledged Revenues of the Issuer not being available to finance other
services of the Issuer during the life of the Series 2024 Note.
The name and address of the Lender is as follows:
Regions Capital Advantage, Inc.
1900 Fifth Avenue North, Suite 2400
Birmingham, Alabama 35203
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the
Lender this 7th day of March, 2024.
REGIONS CAPITAL ADVANTAGE, INC.
Name: Bo Buckner
Title: President
Exhibit C-2
Exhibit D-1
���|��N������| 8MU80�8�� |yJP
REGIONS ~~° CAPITAL ^ "' `~~ ADVANTAGE, ,' ^. . . ^ `~°~_' INC.
Joyce Tolbert, NIGP-CPP,CPPB
Procurement Manager
City ofOcoee
150N Lakeshore Dr
Ocoee, Florida 347512Z23
Reference: City of Ocoee, Florida $10MM Capital Improvement Revenue Note, Series 2024 — RFP #24-006
Dear Ms. Tolbert:
Regions Capital Advantage, Inc. (the "Lender") is pleased to furnish this Tenn Sheet (this "Tenn Sheet") to the City of
Ocoee, Florida (the "Borrower" or the "City") for a not -to -exceed $10,000000 Term Loon (the "Loan" or "Debt
|nstrument") for the purposes set forth below. VVeunderstand that the Borrower intends toclose the Loan onorbefore
March l2U24(the "Anticipated Closing Dote").
Below you will find the proposed set of terms and conditions associated with this Term Sheet:
Borrower: City ofOcoee, Florida
Lender: Regions Capital Advantage, Inc. (the "Lender")
Role ofLender: The Lender and their representatives are not registered municipal advisors and do not provide
advice to municipal entities or obligated persons with respect to municipal financial products or
the issuance of municipal securities (including regarding the structure, timing, terms and similar
matters concerning municipal financial products ormunicipal securities issuances) or engage in
the solicitation of municipal entities or obligated persons for the provision by non-affiliated
persons of municipal advisory services and/or investment advisory services. With respect to this
Term Sheet and any other information, materials or communications provided by the Lender: (a)
the Lender and their representatives are not recommending an action to any municipal entity or
obligated person; (b) the Lender and their representatives are not acting as an advisor to any
municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of
the Securities Exchange Act o[1934to any municipal entity orobligated person with respect to
this Term Sheet information, materials or communications; (c) the [ender and their
representatives are acting for their own interests; and (d)the Borrower has been informed that
the Borrower should discuss this Term Sheet and any such other information, materials or
communications with any and all internal and external advisors and experts that the Borrower
deems appropriate before acting on this Term Sheet or any such other information, materials or
communications.
Rebecca Reynolds -Russell Kyle Dixon
Senior Vice President Vice President
Government b\Institutional Banking Commercial Banking
(407)310'6074 (407)361-0414
Rebecoa.Reyno|ds@regions.com Ky|e.Dixon@pnegions.com
REGIONS CAPITAL 8D\/AKJ-F8GE INC.
Privately The Borrower acknowledges and agrees that the Lender are purchasing the Debt Instrument in
Negotiated Loan: evidence of a privately negotiated loan and in that connection the Debt Instrument shall not be
(\) assigned a separate rating by any municipal securities rating agency, (ii) registered with the
Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of
offering document mrofficial statement or (iv) assigned a CU0P number by Standard & Pnor'o
[US|P Service.
Purpose:
The Loan will finance the construction and equipping of new Regional Police/Public Safety
Training Facility, aswell oapay the cost ofissuance related tothe Loan.
LoanAmount:
UptoS20,000,000
Structure:
Tax'Exemptnon-bank qualified term loan
Interest Rate:
Option A:4.l996(Prepay after 5years without penalty)
Option 8:4.4O%(Prepay after 3.Syears without penalty)
These rates are offered for illustrative purposes only and do not constitute a commitment by the
Lender to !end at either indicative rate. The actual initial fixed rate for the Loan may be higher
or lower depending on market conditions atthe time the Loan is closed. The interest rate may
be fixed up to thirty (30) days in advance of closing upon receipt of an executed Term Sheet.
Default Rate:
The interest rate otherwise applicable to the Debt Instrument plus 6.00%.
Repayment:
Principal payable annually on October 1, beginning October I, 2024. Interest payable semi-
annually onApril 1 and October 1, beginning October 1, 2024. Interest calculated ono30/36U
basis.
Principal payments due shall be substantially similar to those set forth in the Preliminary Loan
Amortization Schedule provided in the Request for Proposals and shown in Exhibit A. All
payments are due onthe same calendar day ofthe month.
K8aturityDote:
October 1,ZO3].Maturity Date must fall onopayment due date.
Prepayment: Option A: Prepayment of principal allowed, without penalty, at any time after 60 months from
the Closing Date. Partial redemptions shall be applied in the inverse order of scheduled
maturities, shall be made on a principal payment date, and shall not be less than $100,000.
Option 8: Prepayment ofprincipal allowed, without penalty, atany time after 42months from
the Closing Date. Partial redemptions shall be applied in the inverse order of scheduled
maturities, shall be made on a principal payment date, and shall not be less than $100,000.
��/�|/lW��8�|T8| 8�V8N�A�� INC.`����/�//v�� CAPITAL /r`"- ADVANTAGE, / r�����, //w��
Other Fees, Costs The Borrower will be responsible for all out-of-pocket fees costs and expenses of the Lender
and Expenses: (including, without limitation, counsel fees and expenses and costs associated with lien searches,
and recordation) incurred in connection with the negotiation, execution, delivery, administration
and enforcement of the Loan Documents. In consideration of the undertakings of the Lender
hereunder, and recognizing that in connection herewith the Lender will be incurring such fees,
costs and expenses, the Borrower agrees to reimburse the Lender for all such fees, costs and
expenses, regardless of whether, orto what extent, any of the transactions contemplated hereby
are consummated.
The Lender will use Butler Snow as Lender's Counsel, and fees and expenses are expected to not
exoeed$1l0OD provided Lender's Counsel isonly reviewing documentation. Counsel fees may
increase ifLender's Counsel isasked toprovide other services.
Security: Covenant to Budget & Appropriate from legally available Non -Ad Valorem Revenues of the
Borrower
Determination of Upon the occurrence of a Determination of Taxability of the Loan, the Borrower agrees to pay to
Taxability: the Lender a rate of interest from the date of Loan funding that would provide the Lender with
an after-tax yield on the then outstanding principal amount of this Loon at least equal to the
after-tax yield the Lender could have received if a Determination of Taxability had not occurred.
Representations Usual and customary for this type offinancing.
REGIONS CAP|lF&| 8[\\/8PJTl\GE INC.
Covenants: Usual and customary for this type of financing, including but not limited to the following:
1) The Borrower shall deliver to the Lender each of the following, in form and substance
satisfactory tothe Lender:
(i) Audited financial statements within 270 days after the end of each of the 8wnmvve/s
Fiscal Years;
(ii) Annual budget within 30 days of adoption (but no later than 30 days after the start of
each Fiscal Year) bythe Borrower;
(i|i) Updated capital improvement plans, upon adoption; and,
(iv) Such other information as reasonably requested by the Lender from time to time.
2) Anti -Dilution Test (1.25x) —the City will agree and covenant with the Owner not to issue debt
payable from such Non -Ad Valorem Revenues unless the debt service coverage, calculated in
accordance with the formula below, exceeds 1.25:1.0 for the preceding twelve (12) months.
The City agrees that, as soon as practicable upon the issuance of debt by the City which is
secured by its Non -Ad Valorem Revenues, it shall deliver to the Owner a certificate setting
forth the calculations of the financial ratios provided below and certifying that it is in
compliance with the provisions ofthis section.
The debt service coverage formula shall becalculated asfollows:
[Total General Fund Revenues Ad Valorem Revenues (General Fund) +funds deposited into
the General Fund from Enterprise Funds for payment of General Government & Public Safety
Expenditure (General Fund)] — [Current General Government Expenditures (General Fund) +
Current Public Safety Expenditures (General Fund) — Current General Government & Current
Public Safety Expenditures paid from Ad Valorem Revenues (General Fund)]/Maximum
Annual Debt Service for both the Existing and Proposed Debt payable from Non -Ad Valorem
Revenues
Defaults: Usual and customary forthis type of financing.
Remedies: The Lender shall have all the rights and remedies set forth inthe Loan Documents, and available
at law and in equity, for the enforcement thereof.
LegalOpn1ons: As an additional condition precedent to the Lender making the Loan, the Borrower shall provide,
among other things, the following opinions to the Lender:
(i) an opinion of bond counsel in form and substance satisfactory to the Lender and its counsel in
all respects, which shall include opinions tothe effect that (a) the Borrower has the authority
under the laws of the State of Florida to issue the Debt Instrument and execute and deliver the
Loan Documents, (b) that the Debt Instrument have been duly issued and each of the Debt
Instrument and the other Loan Documents tmwhich the Borrower is a party has been duly
authorized, executed and delivered by the Borrower, (u) that each of the Debt Instrument and
the other Loan Documents towhich the Borrower isa party isavalid and binding obligation of
the Borrower, duly enforceable in accordance with its terms, and (d) that interest onthe Debt
Instrument is excludable from gross income of the Lender thereof for federal income tax
IMMM
4wf7
����|�l���&D|T&| �HU8NT8�� INC.`�_��/��/v�� CAPITAL ADVANTAGE, +/v��
Transfer The Lender shall maintain the right totransfer and/or assign, in whole or in part its rights
Provisions: hereunder, the Debt Instrument and/or the Loan, or, ineither case, any interest therein, toany
person or entity in its sole and absolute discretion. The Borrower may not assign its rights
hereunder or under any of the Loan Documents to any person without the prior written consent
of the Lender.
Disclaimer: This Term Sheet describes some of the basic terms and conditions proposed to be included in the
documents between the Lender and the Borrower. This Term Sheet does not purport to
summarize all the conditions, covenants, representations, warranties, assignments, events of
default, cross default, acceleration events, remedies or other provisions that may be contained
indocuments required toconsummate this financing.
UGPatriot Act: The Borrower represents and warrants tothe Lender that neither itnor any ofits principals,
shareholders, members, partners, orAffiliates, asapplicable, ioaPerson named msoSpecially
Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and
that it is not acting, directly or indirectly, for oron behalf ofany such person. The Borrower
further represents and warrants to the Lenderthatthe Borrowerand its principals, shareholders,
members, partners, or Affiliates, as applicable, are not directly or indirectly, engaged in, nor
facilitating, the transactions contemplated by this transaction on behalf of any Person named as
uSpecially Designated National and Blocked Person.
Waiver ofJury Tothe extent permitted byapplicable law, each ofthe Borrower and the Lender irrevocably and
Trial: voluntarily waives any right it may have to a trial by jury with respect to any controversy or claim
between the Borrower and the Lender, whether arising in contract or tort or by statute, including
but not limited to any controversy or claim that arises out of or relates tothis Term Sheet, the
Debt Instrument or any of the other Loan Documents. This provision is a material inducement for
the Lender's determination to make the Loan and for the parties to enter into the Loan
Documents.
Governing Law: State ofFlorida
Thank you for providing the Lender with this opportunity to be involved in a financial partnership with the Borrower. The
Lender is willing to discuss the terms reflected herein through March 19, 2024. After such date, terms, conditions and
pricing may change based on prevailing market conditions and further discussion will beat Lender's sole discretion. We
are grateful for your consideration and remain available to promptly respond to any questions that you may have
REGIONS APIT L ADVANTAGE, INC.
Exhibit A
.I !I!
�III•i•�� i.. ��
!. TIT11011TIMM
Period
Principal
Ending
10/01/2024
485,000
10/01/2025
880,000
10/01/2026
920,000
10/01/2027
960,000
10/01/2028
1,005,000
10/01/2029
1,050,000
10/01/2030
1,100,000
10/01/2031
1,145,000
10/01/2032
1,200,000
10/01/2033
1,255,000
$10,000,000
*Preliminary and subject to change.
6of7
REGIONS CAPITAL ADVANTAGE, INC.
|nthe event Borrower requests Lender tnmove forward with the approva|process after discussion ofthe aforementioned
terms and conditions contained in the Term Sheet, Borrower agrees to reimburse Lender on demand for all out-of-pocket
expenses incurred by Lender if the transaction fails to close for any reason other than Lender's decision not to approve
the transaction. Such expenses shall include, but not be limited to, legal expenses incurred by Lender.
Borrower does hereby agree to all provisions contained in Exhibit B, and elects Interest Rate Option _.
Onbehalf ofCity ofOcoee, FL
Borrower Signature:
By:
Name:
Title:
Date:
February 9, 2024
ADDENDUM NO. TWO (2)
CffY OF OCOEE
RFP #24-006
Commissioners
Scott R. Kennedy, District I
Rosemary Wilsen, District 2
Richard Fir8tner, District 3
Ages Hart, District 4
This Addendum shall modify and become a part of the original RFP Documents for RFP #24-006. This
Addendum consists of one (1) page. Respondents should acknowledge receipt of this Addendum in the space
provided at the bottom of this Addendum.
QL Please provide a list of any debt along with the terms that the City may have taken during the FY of
2023?
Al. The City did not take on any new debt in 2023.
Q2. Would you be able to provide the anti -dilution test calculation that includes existing debt service and the
coverage ratio?
A2. See Addendum #1 posted on Bonfire 2/08/24.
Ole
Procurement Manager
rAth the other—v!,,j-uired forms of the RFP.
190717, =-
ff-=.
Name: 0" 01, 11
—�Ii c.
Title:
Q ... Please provide ...y covenant r' i .irement languagfor
all outstanding nl :.. ' : a Ie
A,7. The Sorbs 2020 and Series 217 Capital Improvement evenue Bonds are secured byHalf-
cent sales taxes, Public Services Taxes and communication services tapes and the Series 2009 are
secured by a CBA pledge and it will be maturing on 1 /1/ 02 .
The Series 2017 and 2020 Bonds are rated AA+/AA from pitch and
respectively. Covenants related to these bonds can be found on the attached
Link. httDs:Hlink.e a ilot.com/s/f " f4715/fv sUtli P9MCFFa ?u=http�s //e a. s
r .or P11430001-P'11109599®Pll519318.�adf
Covenants relating to the Series 2009 are similar to the proposed Series 2024 Loan.
Ole ,3,_,, u#
�t
Procurement
iManager
attachments; Anti -Dilution Test and Schedule of Intergovernmental Revenues
cc: Rebecca Roberts, CPA, Finance Director
>t t t' it t. t r:t tt t ►:it t . �, t t t` t t1 t tr
1i- t i the other I 1 forms of the / /. -
` R /.. ...1 R. {,R C1
sassRevenue i Series 2024 R
in accoroanc W27 �___ ��
1. Publish a statement of notifying employees that the unlawful manufacture, distributio
dispensing, possession, or use of a controlled substance is prohibited in the workplace a
specifying the actions that will be taken against employees for violations of su
prohibition. I
2. Inform employees about the dangers of drug abuse in the workplace, the business's polim
of maintaining a drug -free workplace, any available drug counseling, rehabilitation, a
employee assistance programs, and the penalties that may be imposed upon employe
for drug abuse violations.
3. Give each employee engaged In providing the commodities or contractual services that are
under bid a copy of the statement specified in Paragraph 1.
4. In the statement specified in paragraph 1, notify the employees that, as a condition
working on the commodities or contractual services that are under bid, the employees w
abide by the terms of a statement and will notify the employer of any conviction of, or pl
of guilty or nolo contendere to, any violation of Florida Statute 893 or of any controll
substance law of the United States or any state, for a violation occurring in the workpla
no later than five (5) days after such conviction. 11
5. Impose a sanction of, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program Is such is available in the employee's community, by any employee
who is convicted.
6. Make a good faith effort to continue to maintain a drug -free workplace throu
implementation of paragraphs 1 thru S. i
requirements.
rroposer's Sign4ure
RFP24-006 Capital Imp. Rev. Note Series 2024 15
waim,
oji a -Jwy;
1
branches, or would directly or indirectly benefit by the profits or emoluments of this proposal, (Indire,
ownership or benefit applies to any members of his or her immediate family.) Proposer certifies that no memb
*411&6 Is xrese-[Ov axx4i-rq
elected position with the City. In the event that a conflict of interest is identified in the provision of servic
Proposer agrees to immediately notify the City in writing.
11W
x7t, MAT177M., -
involved in the award of this contract.
or other personal considerations may adversely affect, or have the appearance of adversely affecting,
instruction, research, or other professional activities.
Please check one of the following statements and attach additional documentation if necessary:
To the best of our knowledge, the undersigned firm has no potential conflict of interest for this
Proposal.
conflict of interest for this Proposal.
2M� ==
Signature
IMHOW "MRIMI
RFP24-006 Capital Imp. Rev. Note Series 2024 16
APPENDIX F
FrMs
M -a H i9r; MMIX i MjtGMj1#1W*TMjWkWK
f,�.P-Jf ?.t-eptcf-, W jLi se-*11t I-W, LAL�5�s baa-f auzu i-t Cuba atSy-da—a-s.
9 XTIM 7 9 0-77 ri rr. 0 —TT M W-10 AMM,
that the Respondent is unable to provide such certification but still seeks to be considered for award
written explanation of the facts supporting any exception to the requirement for certification that it
claims under Section 287.135 of the Florida Statutes. The Respondent agrees to cooperate fully with
default if the Respondent is found to have submitted a false certification, or to have been placed on
for Activities in Sudan List, or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or has been engaged in business operations in Cuba or Syria.
Name of Respondent: Q�WnA S
12
Signature)
Date: 9 a o.2
RFP24-006 Capital Imp. Rev. Note Series 2024 18
I. This sworn statement is submitted by -2"a-&A A" S as
I 5:P r%x 0 V- %. I k " - -,*- K t " A—r of
whose • address is
- 3kQ21—and (if applicable) Its
MW?"
C I understand that a "public entity crime" as defined In Section 287.133(l)(g), Florida Statute —
means a violation of any state or federal law by a person with respect to and directly related le
the transaction of business with any public entity in Florida or with an agency or politic
subdivision of any other state or with the United States, including, but not limited to, any bid
C_
contract for goods or services to be provided to any public entity or an agency or politi
subdivision and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy,
material misrepresentation.
3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(l)(b), Elorlda
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought by
• or information after July 1, 1989, as a result of a jury verdict, • trial, • entry ♦'
a plea • guilty • ?• contendere.
B. An entity under the control of any natural person who is active in the management of the
entity and who has been convicted of a public entity crime. The term "affiliate" includes
those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active In the management of an affiliate. The ownership by one person of
shares constituting a controlling interest in another person, or a pooling of equipment •:
income among persons when not for fair market value under an arm's length agreement,
shall be a prima facie case that one person controls another person. A person who
knowingly enters Into a joint venture with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate.
R-FP24-006 Capital Imp. Rev. Note Series 2024 13
S. I understand that a "person" as defined in Paragraph 287.133(l)(e), Elorida Statutes means any
natural person or entity organized under the laws of any state or of the United States with the
legal power to enter into a binding contract and which bids or applies to bid on contracts for the
provision of goods or services let by a public entity, or which otherwise transacts or applies to
transact business with a public entity. The term "person' Includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
6. Neither the entity submitting this sworn statement, nor any officers, directors, executives,
partners, shareholders, employ es, members or agents who are active in the management of
%j
OA ts the entity, nor any affiliate of the
entity hav(i been convicted of a public entity crime subsequent to July 1, 1989.
Fl=
STATE OF 'ri 0 (" C144
CITY OF (I&�rco
The foregoing instrument was acknowledged before me this 2o day of
20 by 0-,eA no Id
who is personally known to me or who produced a
as identification and who did take an oath. 'A
My commission expires: 0', Zx
RFP24-006 Capital Imp. Rev. Note Series 2024 14
SABRINA BONNER
Elm]
Notary Public - State of Florida
Commission; HH 173053
My Comm. Expires Sep 7, 2025
APPENDIX E
A I at f n0 i_de t! does not employ, contract with hereby certify thur . W
jWww"WiALf t arized alle -UiSe6&`i[ full coitwilla-ice ufit�.Section 448.095.
All employees hired on or after January 1, 2021 have had their work authorization status verified
through the E-Verify system.
A true and correct copy of Kea I On s [Respondent] proof of registration In the
E-Verify system is attached to this Affidavit.
STATE OF, [JOLtAc, I
rommlmlpm
The foregoing instrument was cknowledged be ore by means f 61)hysical presence or oonfine
notarization, this 0 4 1 — ;&�JmidS(name of officer or
agent, title of officer or agent) of Vle-aioy,5 6 . .. .. . ....... .... name of Respondent company
acknowledging), a —a r 1'j (state or place of incorporation) corporation, on behalf
of the corporation. He/she is personally known to me or has produced_ C-L
(type of identification) as identification. -AA .11
ump=
0
in
< el rX011- &YA Otlr—
SABRINA BONNER
Notary Public - State of Floridaida
Name typed, printed or stamped
Commission # HH 173053
My Comm. Expires Sep 7, 2025
My Commission Expires:
RFP24-006 Capital Imp. Rev. Note Series 2024 17
APPENDIX
M4WIME
Ifift
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i E ! '
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ZiP.
FEDERAL ID
Kdwlql Rol! .' 1141
FAX (INCLUDE CODE)
1 •!1'
IF REWITANCE,ADDRESS '
!!ra` r' 1 l •
Individual Corporation Partnership Other (Specify)
Sworn to and subscribed before me by means of physical presence or ® online notarization this 20 day
of.. 20 .
Personally Known or
Produced Identification
(Type of Identification)
�'� ;s,M
SABRINA BONNER
4,
votary Pohiit state of Florida
;� o- 1
Commission # HH 173053
My Comm, Expires Sep 7, 2025
RFP24-006 Capital Imp. Rev. Note Series 2024 19
Notarytof 1
.+
/ 1 ik�tsico-