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2016-22 BI3SLII' BB&T Governmental Finance 5130 Parkway Plaza Blvd Charlotte,N C 28217 (704)954-1700 Fax(704)954-1799 March 4, 2016 City of Clermont Att: Finance Dept. PO Box 120219 Clermont FL 34712 Subject: $6,000,000.00 Public Improvement Revenue Note Series 2013 Contract#: 990900158400001 Bond Date: 12/19/2013 We appreciate the opportunity to provide City of Clermont financing for the above referenced Note. This obligation was paid and satisfied as of March 3, 2016. Please find enclosed the original cancelled Bond, and if we may be of further service, please do not hesitate to call. Thank you for banking with BB&T. Sincerely, AzrC/ Kathleen H. Luckey Project Specialist 704-954-1705 Enclosure(s) Member FDIC P/rl AND SATISFIED Dcto 3-3-/e, UNITED STATES OF AMERICAS icer Signaku � STATE OF FLORIDA BB&T Governmental Finance CITY OF CLERMONT PUBLIC IMPROVEMENT REVENUE NOTE SERIES 2013 Principal Sum Interest Rate Date of Issuance Final Maturity Date $6,000,000 3.05% December 19, 2013 December 1, 2028 The CITY OF CLERMONT (the "City"), a municipality created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the Pledged Funds described in the within mentioned Agreement, to the order of Branch Banking and Trust Company, Orlando, Florida, or its successors or assigns (the "Noteholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between Branch Banking and Trust Company and the City, dated December 19, 2013 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above on June 1 and December 1 of each year, commencing June 1, 2014, until such Principal Sum shall have been paid. The Principal Sum hereof shall be payable in fifteen (15) annual installment payments on the dates and in the amounts as follows: Payment Date Principal Amount Payment Date Principal Amount 12/1/2014 $305,772 12/1/2022 $409,874 12/1/2015 332,135 12/1/2023 422,375 12/1/2016 342,265 12/1/2024 435,258 12/1/2017 352,704 12/1/2025 448,533 12/1/2018 363,461 12/1/2026 462,213 12/1/2019 374,547 12/1/2027 476,311 12/1/2020 385,971 12/1/2028 490,838 12/1/2021 397,743 Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note (the "Note") is authorized to be issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law, and a resolution duly adopted by the City on June 6, 2002, as amended and supplemented from time to time, particularly as amended and supplemented by resolutions adopted on October 9, 2012 and 4813-7584-3095 1 December 10, 2013 (collectively, the "Bond Resolution"), as such resolution may be amended and supplemented from time to time, and is subject to all covenants, terms and conditions of the Bond Resolution and the Agreement. Any term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. This Note is being issued to finance the cost of a capital project as described in the Agreement and the Bond Resolution. This Note is secured by and shall be payable from the Pledged Funds as described in and in accordance with the Bond Resolution and the Agreement on a parity with all Bonds from time to time outstanding under the Bond Resolution, in the manner and to the extent provided in the Bond Resolution. This Note is not secured by the Reserve Account established under the Bond Resolution. This Note shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30-day months over a 360-day year. The interest rate on this Note shall be subject to adjustment as hereinafter provided. In the event of a Determination of Taxability (as defined below), the interest rate payable hereunder shall be increased to 4.46% per annum (the "Taxable Rate"). In addition, upon a Determination of Taxability, there shall be payable hereunder to the Noteholder subject to such Determination of Taxability the Additional Amount (as defined in the next sentence) upon demand. "Additional Amount" means for purposes of this paragraph (i) the difference between (a) interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable Period under the provisions of this Note without considering the Determination of Taxability, plus (ii) interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) paid or payable by such Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. As used herein, "Determination of Taxability" means the issuance of a final decree or judgment of any federal court or a final action of the Internal Revenue Service or of the United States Treasury Department or an opinion of nationally recognized bond counsel selected by the Issuer and approved by the Noteholder determining that any interest payable on this Note is includable in the gross income of the Noteholder. No such decree, judgment, action, or opinion shall be considered final for the purposes of this paragraph unless the Issuer has been given written notice thereof and, if it is so desired by the Issuer and is legally permissible, the Issuer has been afforded the opportunity to contest the same, either directly or in the name of the Noteholder, and until the conclusion of any appellate review, if sought. In the Event of a Determination of Nonqualification (as defined below), the interest rate payable hereunder shall be increased to 3.83% per annum (the "Nonqualified Tax- Exempt Rate"). In addition, upon a Determination of Nonqualification, there shall be payable hereunder to the Noteholder subject to such Determination of Nonqualification the Additional 2 4813-7584-3095 1 Amount (as defined in the next sentence) upon demand. "Additional Amount" means for purposes of this paragraph (i) the difference between (a) interest on this Note for the period commencing on the date on which this Note fails to be a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note (the "Nonqualified Period") at a rate per annum equal to the Nonqualified Tax-Exempt Rate, and (b) the aggregate amount of interest paid on this Note for the Nonqualified Period under the provisions of this Note without considering the Determination of Nonqualification, plus (ii) interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) paid or payable by such Noteholder to the Internal Revenue Service by reason of such Determination of Nonqualification. As used herein, "Determination of Nonqualification" means the issuance of a final decree or judgment of any federal court or a final action of the Internal Revenue Service or of the United States Treasury Department or an opinion of nationally recognized bond counsel selected by the Issuer and approved by the Noteholder determining that this Note fails to qualify as a"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. No such decree, judgment, action or opinion shall be considered final for the purposes of this paragraph unless the Issuer has been given written notice thereof and, if it is so desired by the Issuer and is legally permissible, the Issuer has been afforded the opportunity to contest the same, either directly or in the name of the Noteholder, and until the conclusion of any appellate review, if sought. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. In the event the maturity of this Note is prepaid in accordance with the provisions hereof or of the Agreement, then such amounts that constitute payments of - interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of (a) the applicable maximum rate of interest allowed by Sections 215.84, Florida Statutes, as amended, or (b) the nonusurious interest allowed by the laws of the State of Florida or the United States, to the extent applicable, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such prepayment, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but such crediting shall not cure or waive any default under this Agreement. All payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. The City may prepay and redeem this Note (i) in whole on any scheduled interest payment date, (ii) in whole or in part on any date from the sale proceeds of property originally purchased with proceeds of this Note, and (iii) one time in part on any scheduled interest payment date from any funds of the City other than the sales proceeds described in clause (ii), in any case upon two Business Days' prior written notice to the Noteholder at a redemption price 3 4813-7584-3095 1 equal to the principal amount of this Note to be prepaid, plus accrued interest thereon to the prepayment date. Such prepayment notice shall specify the amount of the prepayment which is to be made. Notwithstanding anything herein or in the Agreement to the contrary, the Noteholder shall not be required to surrender or cancel this Note until it has received all amounts owing and due thereunder and under the Agreement. Each partial prepayment of this Note shall be applied and credited on a pro rata basis to each of the unpaid annual principal installments payable on this Note, in a manner which will result in substantially level payments of principal and interest over the remaining term of this Note. In connection with any such partial prepayment of this Note, the Noteholder shall attach to this Note an allonge signed by the City and the Noteholder which sets forth the new amounts of the unpaid annual principal installments payable on this Note over the remaining term of this Note. Any amounts repaid hereunder may not be re-borrowed. Notice having been given as aforesaid, the portion of the outstanding balance of the Principal Sum of this Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid. In the event that the entire unpaid balance of the principal of this Note is to be prepaid, such prepayment shall be made upon presentation and surrender of this Note at the office of the Noteholder. If on the prepayment date moneys for the payment of the principal amount to be prepaid on this Note, together with interest to the prepayment date on such principal amount shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such principal amount of this Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of this Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Agreement. This Note, when delivered by the City pursuant to the terms of the Agreement and the Bond Resolution, shall not be or constitute an indebtedness of the City or of the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Revenues, as provided in the Agreement and the Bond Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or the State of Florida, or taxation in any form on any property therein to pay this Note or the interest thereon. The Noteholder shall have such remedies as described in the Bond Resolution and the Agreement. If any amounts due on this Note shall remain unpaid past any scheduled payment date, this Note shall bear interest at the Default Rate (as defined in the Agreement) until all amounts then due under this Note are paid in full. 4 4813-7584-3095 1 The City hereby waives demand, protest and notice of dishonor. No obligation under the Agreement or this Note shall be or be deemed to be an obligation of any member of the City Council or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement or this Note shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement 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, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation. [Remainder of Page Intentionally Left Blank; Signature Page Follows] 5 4813-7584-3095 1 IN WITNESS WHEREOF, the City of Clermont, Florida, caused this Note to be signed by the manual signature of its Mayor and its official seal to be affixed hereto or imprinted ir-of reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, rt‘.and,this Note to be dated the Date of Issuance set forth above. • CITY OF CLERMONT, FLORIDA (SEAL) , , i � / -....et__-, r . "'d S. Turville, Jr., " ayor r"Et- ATTESTED: Approved as to Form: 1/ 0 „,...--- _ Tr cy Ackw roy , City Clerk D. •- •antzaris, City orney [Signature Page of Public Improvement Revenue Note, Series 2013] 4813-7584-3095 1