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HomeMy WebLinkAboutItem #08 Re-funding City of Ocoee, FL Non Ad-Valorem Revenue Notes, Seris 2000 & 2004 .. AGENDA ITEM COVER SHEET Meeting Date: November 20,2007 Item # 6 Contact Name: Contact Number: Wanda Horton 1520 Reviewed By: Department Director: City Manager: Subject: Re-funding City of Ocoee, Florida Non Ad Valorem Revenue Notes, Series 2000 and 2004 Background Summary: The 2000 and 2004 Ad Valorem Revenue Notes were utilized to acquire the Crown Point (Coca Cola) property and make certain improvements to the property. The taxable notes were used to acquire property that would not be utilized for governmental purposes. The city accepted a bid from Centex to purchase and develop the property. Staff anticipated this transaction would be completed before the December 1st principal payment due date. However, Centex withdrew from the deal recently. Issue: During the budget process, staff proposed to the city commission and you agreed to reduce expenditures by not funding the principal amount ($923,000) which contributed to lowering the millage rate and softening the impact of the property tax legislation. The budget does not have funds for the 12/1/07 principal payment so we need to finalize restructuring the debt before December 1st. Recommendations Staff recommends the Mayor and City Commission approve the financing and terms proposed by SunTrust to restructure the revenue notes and authorize the Mayor, City Clerk and staff to execute all documents necessary to effect the transaction. Attachments: Resolution Financial Impact: Interest payment for FY 2008 of $101,400 Type of Item: (please marl< with an .x") Public Hearing == Ordinance First Reading Ordinance Second Reading ~ Resolution - Commission Approval Discussion & Direction For Clerk's DeDt Use: Consent Agenda - Public Hearing == Regular Agenda _ Original Document/Contract Attached for Execution by City ClerK _ Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. N/A N/A Reviewed by 0 N/A 2 RESOLUTION NO. 2007-_ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE AMENDING AND SUPPLEMENTING RESOLUTIONS NO. 2000-15 AND NO. 2004-03; AUTHORIZING THE DELIVERY OF REPLACEMENT PROMISSORY NOTES PERTAINING TO A PRIOR BORROWING FOR CERTAIN REAL PROPERTY AND IMPROVEMENTS THERETO; CONFIRMING THE COVENANT TO PAY FROM NON-AD VALOREM REVENUES OF THE CITY AS SECURITY FOR THE PAYMENT OF THE REPLACEMENT PROMISSORY NOTES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; CONFIRMING THE AMOUNTS OF $1,873,154 AND $930,000, RESPECTIVELY, AS OUTSTANDING WITH RESPECT TO THE 2000 NOTES AND $1,050,000 AND $215,000 AS OUTSTANDING WITH RESPECT TO THE 2004 NOTES, ALL OF WHICH ARE HELD BY SUNTRUST BANK; AUTHORIZING THE PAYMENT OF CERTAIN COSTS RELATED TO THE REPLACEMENT PROMISSORY NOTES; AUTHORIZING THE MAYOR TO EXECUTE ANY DOCUMENTS OR TO TAKE ANY ACTIONS REQUIRED IN CONNECTION WITH THE EXECUTION OF SUCH NOTES BASED ON CERTAIN CONDITIONS DESCRIBED HEREIN AND TO TAKE CERTAIN FURTHER ACTIONS WITH RESPECT TO THE LOAN; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: WHEREAS, the City, pursuant to the provisions of the Florida Constitution; Chapter 166, Part II, of the Florida Statutes, as amended and supplemented; the Charter and Code of Ordinances of the City; and any other applicable provisions of law (all of the foregoing, collectively, the "Act") is authorized to enter into arrangements with respect to its borrowings and to amend the provisions of its notes or other obligations issued to finance the costs of capital expenditures for the City's public purposes; and WHEREAS, the City previously borrowed certain sums from the Bank in order to finance certain capital expenditures for the City, primarily the acquisition and improvement of real property now known as "Ocoee Crown Point" (collectively, the "Project"); and WHEREAS, the Bank provided a financing to the City in original amounts equal to not to exceed Two Million Seven Hundred Thousand Dollars ($2,700,000) and not to exceed One Million Three Hundred Thousand Dollars ($1,300,000) (collectively, the "2000 Loan") but solely upon the terms and conditions set forth in the Original Resolution (the "2000 Notes"); and WHEREAS, in 2004 the City and the Bank agreed to amend and supplement certain provisions to provide for the loan of additional amounts not to exceed $1,500,000 and $300,000 (the "2004 Loan") with the same security as the 2000 Loan (collectively, the "Loan"); and WHEREAS, the City and the Bank now desire to extend the maturity of the obligations securing the Loan and to restructure the principal payments thereon in accordance herewith. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1.1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meaning as set forth in the Original Resolution and, the following words and terms as used in this Resolution shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" shall mean the Charter and Code of Ordinances of the City of Ocoee, Part II of Chapter 166, Florida Statutes, as amended, the City's home rule powers, and other applicable provisions of law. "Allonge to Note" or "Allonges to Notes" shall mean, individually or collectively, the Allonges issued March 11, 2004, amending the City's Non Ad Valorem Revenue Note, Series 2000 (Tax-Exempt) and the City's Non Ad Valorem Revenue Note, Series 2000 (Taxable) both issued pursuant to the Original Resolution. "Bank" shall mean SunTrust Bank, a Georgia banking corporation. "City" shall mean the City of Ocoee, Florida. "Costs of Financing" shall mean collectively the costs relating to the execution and delivery of the Replacement Promissory Notes, including the financial advisor fee, bond counsel fee, the Bank's fee, the Bank's counsel fee, the City Attorney's fee, and the related costs and expenses. "Original Resolution" shall mean collectively Resolution No. 2000-15 adopted on November 7, 2000, as amended and supplemented by Resolution 2004-03 adopted on March 2, 2004. "Replacement Promissory Notes" shall mean the two promissory notes issued hereunder known as the City's Non Ad Valorem Revenue Note, Series 2007 (Tax-Exempt) in the original amount of $2,945,000 and the City's Non Ad Valorem Revenue Note, Series 2007 (Taxable) in the original amount of $1,155,000. 2 "Resolution" shall mean this Resolution as the same may from time to time be further amended and supplemented in accordance with the terms hereof, supplementing and amending the Original Resolution which authorized the execution and delivery of the 2000 Loan, the 2004 Promissory Notes, Allonges to Notes, and the documents related thereto. "2004 Promissory Notes" means the City of Ocoee, Florida Non Ad Valorem Revenue Notes, Series 2004 (Tax-Exempt) and Series 2004 (Taxable) Notes issued March 11, 2004. Words importing the singular number shall include the plural number in each case and vice versa, and words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter gender and vice versa. SECTION 1.2. Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act and the Original Resolution. The City has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the City in accordance with the Act and that the powers herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the City. The City desires to approve the Bank as the appropriate lender and the Bank has agreed to continue to serve as the lender. SECTION 1.3. Replacement Notes. The City desires to provide for the execution and delivery of two Replacement Promissory Notes to the Bank pursuant to terms and provisions of the Original Resolution and this Resolution which is hereby approved. Delivery of the Replacement Promissory Notes shall be made shall be made to the Bank or its designee. The City hereby authorizes and directs the Mayor and Clerk to execute the Replacement Promissory Notes. All of the provisions of the Replacement Promissory Notes when executed and delivered by the City as authorized herein, shall be deemed to be a part of this Resolution and under the terms of the Original Resolution as fully and to the same extent as if incorporated verbatim herein, and the Replacement Promissory Notes shall be in substantially the form of the Replacement Promissory Notes attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions, including the date of such Replacement Promissory Notes, as may be approved by said Mayor and the Clerk. Execution by the Mayor and the Clerk of the Replacement Promissory Notes shall be deemed to be conclusive evidence of approval of such changes. The 2000 Notes and the 2004 Notes shall be cancelled and rendered null and void upon the issuance of the Replacement Promissory Notes. SECTION 1.4. Authorization to Pay Costs of Financing. The payment of the Costs of Financing is hereby authorized upon approval of the invoices for such costs by the City Manager and the Finance Director. 3 SECTION 1.5. Confirmation of Covenants. The City hereby confirms all of its covenants and representations in the Original Resolution as of the date hereof and upon the execution of the Replacement Promissory Notes, and all such covenants and representations contained in the Original Resolution are fully applicable and in full force and effect as to the security for the Replacement Promissory Notes. SECTION 1.6. Bank Qualification. The City has not issued in excess of $10,000,000 in tax-exempt debt during the 2007 calendar year nor does it expect to do so. All other actions required of the City that would allow the Replacement Promissory Note (Tax- Exempt) to be a Bank qualified obligation have been completed. SECTION 1.7. Approval of Documents. The City hereby authorizes and directs the Mayor and Clerk to execute the certificates, forms, a tax return and related documents necessary or useful to effect the transaction. All of the provisions of such documents when executed and delivered by the City as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 1.8. Effective Date. This Resolution shall take effect immediately upon its adoption. This Resolution was approved at an advertised public hearing of the City Commission of the City of Ocoee pursuant to the provisions of Section C-8(G) of the Charter of the City. PASSED AND ADOPTED THIS 20TH DAY OF NOVEMBER, 2007. ATTEST: CITY OF OCOEE By: Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY THIS DAY OF NOVEMBER, 2007. APPROVED BY THE OCOEE CITY COMMISSION AT A PUBLIC HEARING HELD ON NOVEMBER 20TH, 2007 UNDER AGENDA ITEM NO. FOLEY & LARDNER LLP By: City Attorney j: \ wdox\ docs\ clienls\4323 \04 \ ordres \00202252.doc 4 EXHIBIT A PROMISSORY NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE 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. November ---,2007 $ Maturity: December 1, 2022 Interest Rate: _ % CITY OF OCOEE, FLORIDA NON-AD VALOREM REVENUE NOTE, SERIES 2007 (TAX-EXEMPT) 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 SunTrust Bank or registered assigns (hereinafter, the "Owner"), the not to exceed principal sum of $ , together with interest on the principal balance outstanding hereunder from time to time at the above rate per annum as calculated herein (as the same may be adjusted) based upon a year of 360 days. In order to protect the Owner's taxable equivalent yield on the Note, the interest rate may be adjusted by the Owner at its discretion as of the effective date of any change in the Maximum Corporate Tax Rate or in the Preference Reduction Rate. In addition, if it should be determined that the Note is not a Qualified Tax-Exempt Obligation as of the date of issuance thereof or if the Note at any time subsequent to the date of issuance thereof no longer qualify as a Qualified Tax-Exempt Obligation, the interest rate shall be adjusted as of the date of issuance of the Note or as of such subsequent date, as appropriate, on the basis of the new Preference Reduction Rate. In no event shall the interest rate as so adjusted exceed the Taxable Rate. Subadjustments to the interest shall be made in accordance with the following formula: H=G x rA x (1-C)1 + rD x C x F] [A x )l-B)] + [D x B x E] Where: "A" is the Taxable Rate on November 1, 2007; "B" is the Maximum Corporate Tax Rate on the date of issuance of the Note (i.e., 35%); "C" is the Maximum Corporate Tax Rate at the time of the change; A-I "D" is the Cost of Funds on the date of the adjustment; "E" is the Preference Reduction Rate on the date of issuance of the Note (i.e., 20%); "F" is the Preference Reduction Rate at the time of the change; "G" is the interest rate prior to adjustment; and "H" is the adjusted interest rate rounded to the fourth (4th) decimal place. The adjustments to the interest rate shall not apply to any Owner other than a bank. If the Note is transferred by the Owner to any entity other than a bank, the interest adjustment provisions set forth in this Paragraph shall be deemed deleted from this Note and the rights of the Owner and any non-bank transferee to any further payments on account of any interest adjustment theretofore completed shall terminate on the date of transfer. Notwithstanding the foregoing, the Original Purchaser shall have the right to any additional interest that it would have been entitled to receive for any period during which it held the Note if it should be determined that the Note was not Qualified Tax-Exempt Obligation from the date of issuance thereof. If a Determination of Taxability shall occur, the Note will bear interest from the earliest effective date on which such Determination of Taxability is deemed to have occurred at a floating interest rate per annum equal to the Taxable Rate. The Issuer will also pay the holder of the Note or assigns any penalties and any interest owed by the holder of the Note due to the failure of the holder of the Note to include interest on the Note in its gross income for federal income tax purposes and any arrears in interest resulting from a Determination of Taxability, and any penalties in the form of interest or otherwise shall be paid by the Commission on the next succeeding interest payment date. Principal of and interest on this 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. The principal of and interest on this Note shall be payable in the amounts set forth in Schedule A, attached hereto due and payable semi-annually, with interest payments due each June 1 and December 1, commencing on June 1, 2008 and the initial principal payment due December 1, 2014. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. A-2 All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. This Note shall be subject to optional prepayment in whole or in part on any date. Prepayments of principal shall be applied to the scheduled payments of principal in the inverse order of their due dates. The Issuer shall give notice to the Owner at least three business days in advance of any prepayment, which notice may be revocable by the Issuer. During such time as this Note is outstanding which is secured by the covenant to budget and appropriate legally available Non-Ad Valorem Revenues, the Issuer agrees and covenants with the Owner not to issue debt payable from such Non-Ad Valorem Revenues unless Non-Ad Valorem Revenues (average of actual receipts over the prior two years) must cover projected maximum annual debt service on debt secured by and/or payable solely from such Non-Ad Valorem Revenues by at least 1.25x for the preceding twelve (12) months, calculated in accordance with the terms of the formula below. The Borrower agrees that, as soon as practicable upon the issuance of debt by the Borrower 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 in this section and certifying that it is in compliance with the provisions of this section. The debt service coverage formula shall be calculated as follows: [Total General Fund Revenues + Operating Transfers In - Ad Valorem Revenues (General Fund)] - [General Government Expenditures (General Fund) + plus Public Safety Expenditures (General Fund) - Ad Valorem Revenues (General Fund)l Maximum Annual Debt Service for Both the Existing and Proposed Debt In case of an Event of Default (as defined in the hereinafter defined Resolution), the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such reasonable legal fees and expenses as may be incurred, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. Upon the occurrence of and during the continuation of an Event of Default, the interest rate on this Note shall be increased to the lesser of 25% per annum or the maximum rate permitted by law. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS A-3 ., NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This 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 a Resolution duly adopted by the Issuer on November 7, 2000, as supplemented March 2,2004 and November 20,2007, as from time to time amended and supplemented (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 Note. Payment of the 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 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 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 Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. THE ISSUER, AND THE OWNER, BY ACCEPTANCE OF THIS NOTE, AGREE TO WAIVE TRAIL BY JURY IN ANY CONTROVERSY OR CLAIM BETWEEN THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS. A-4 IN WITNESS WHEREOF, the City of Ocoee, Florida has caused this 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 this _ day of November, 2007. CITY OF OCOEE, FLORIDA [SEAL] By: Mayor Attest: City Clerk A-5 ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE 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. ,2007 $ Maturity: December 1, 2022 Interest Rate: _ % CITY OF OCOEE, FLORIDA NON-AD VALOREM REVENUE NOTE, SERIES 2007 (TAXABLE) 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 SunTrust Bank or registered assigns (hereinafter, the "Owner"), the principal sum of not to exceed $ , together with interest on the principal balance outstanding hereunder at the above rate per annum as calculated herein (as the same may be adjusted) based upon a year of 360 days. Principal of and interest on this 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. The principal of and interest on this Note shall be payable in the amounts set forth in Schedule A, attached hereto due and payable semi-annually, with interest payments due each June 1 and December 1, commencing on June 1, 2008 and the initial principal payment due December 1, 2010. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. This Note shall be subject to optional prepayment in whole or in part on any date. Prepayments of principal shall be applied to the scheduled payments of principal in the inverse order of their due dates. The Issuer shall give notice to the Owner at least three business days in advance of any prepayment, which notice may be revocable by the Issuer. During such time as this Note is outstanding which is secured by the covenant to budget and appropriate legally available Non-Ad Valorem Revenues, the Issuer agrees and covenants with the Owner not to issue debt payable from such Non-Ad Valorem Revenues unless Non-Ad A-6 Valorem Revenues (average of actual receipts over the prior two years) must cover projected maximum annual debt service on debt secured by andlor payable solely from such Non-Ad Valorem Revenues by at least 1.25x for the preceding twelve (12) months, calculated in accordance with the terms of the formula below. The Borrower agrees that, as soon as practicable upon the issuance of debt by the Borrower 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 herein and certifying that it is in compliance with such provisions. The debt service coverage formula shall be calculated as follows: [Total General Fund Revenues + Operating Transfers In - Ad Valorem Revenues (General Fund)] - [General Government Expenditures (General Fund) + plus Public Safety Expenditures (General Fund) - Ad Valorem Revenues (General Fund)l Maximum Annual Debt Service for Both the Existing and Proposed Debt In case of an Event of Default (as defined in the hereinafter defined Resolution), the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such reasonable legal fees and expenses as may be incurred, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. Upon the occurrence of and during the continuation of an Event of Default, the interest rate on this Note shall be increased to the lesser of 25% per annum or the maximum rate permitted by law. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This 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 a Resolution duly enacted by the Issuer on November 7, 2000, as supplemented March 2,2004 and November -J 2007, as from time to time amended and supplemented (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 A-7 reference thereto incorporated herein as a part of this Note. Payment of the 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 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 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 Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. THE ISSUER, AND THE OWNER, BY ACCEPTANCE OF THIS NOTE, AGREE TO WAIVE TRAIL BY JURY IN ANY CONTROVERSY OR CLAIM BETWEEN THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS. IN WITNESS WHEREOF, the City of Ocoee, Florida has caused this 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 this _ day of November, 2007. CITY OF OCOEE, FLORIDA [SEAL] By: Mayor Attest: City Clerk A-8 ..