HomeMy WebLinkAbout748-17 Supplemental Resolution Infrastructure Sales Surtax Revenue Bond (City Hall Project), Series 2017 SEE 76-17-01
CITY OF ZEPHYRHILLS, FLORIDA
$7,471,000 Infrastructure Sales Surtax Revenue Bond (City Hall Project),
Series 2017—Closing Date: October 25, 2017
City of Zephyrhills
Chase Amortization Proposed Amortization Schedule
. Borrowed Amount Int Rate Annual Payment
I 7,471,000.00 2.344% 595,592.43
IDate Interest Payment Principal Payment Total Payment Balance Due I .
4/1/2018 75,885.44 75,885.44 7,471,000.00
10/1/2018 87,560.12 432,146.87 519,706.99 . 7,038,853.13
4/1/2019 82,495.36 • 82,495.36 7,038,853.13
10/1/2019 82,495.36 430,601.71 513,097.07 6,608,251.42
4/1/2020 . 77,448.71 77,448.71 6,608,251.42
10/1/2020 77,448.71 440,695.02 518,143.72 6,167,556.40
4/1/2021 72,283.76 72,283.76 6,167,556.40
10/1/2021 72,283.76 451,024.91 523,308.67 5,716,531.49
4/1/2022 • 66,997.75 66,997.75 5,716,531.49
10/1/2022 66,997.75 461,596.93 528,594.68 . 5,254,934.56
4/1/2023 , 61,587.83 61,587.83 5,254,934.56
10/1/2023 61,587.83 472,416.76 534,004.60 4,782,517.80
4/1/2024 56,051.11 _ 56,051.11 4,782,517.80
10/1/2024 56,051.11 483,490.21 539,541.32 4,299,027.58
4/1/2025 50,384.60 50,384.60 4,299,027.58
10/1/2025 50,384.60 494,823.22 545,207.83 3,804,204.36
4/1/2026 44,585.28 44,585.28 3,804,204.36
10/1/2026 44,585.28 506,421.88 551,007.15 3,297,782.48
4/1/2027 38,650.01 38,650.01 3,297,782.48
10/1/2027 38,650.01 518,292.41 556,942.42 2,779,490.07
4/1/2028 32,575.62 32,575.62 2,779,490.07
10/1/2028 32,575.62 530,441.18 563,016.81 2,249,048.89
4/1/2029 26,358.85 26,358.85 2,249,048.89
10/1/2029 26,358.85 542,874.72 569,233.58 1,706,174.17
4/1/2030 19,996.36 19,996.36 1,706,174.17
10/1/2030 19,996.36 555,599.71 575,596.07 1,150,574.46
4/1/2031 13,484.73 13,484.73 1,150,574.46
10/1/2031 13,484.73 568,622.96 582,107.70 581,951.49
4/1/2032 6,820.47 6,820.47 581,951.49
10/1/2032 6,820.47 581,951.49 588,771.96 0.01
Totals: 1,462,886.46 7,471,000.00
Total Cash payments 8,933,886.46
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RESOLUTION NO. 748-17
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS,
FLORIDA SUPPLEMENTING A RESOLUTION ADOPTED ON EVEN DATE
HEREOF TO FIX CERTAIN DETAILS IN CONNECTION WITH THE
ISSUANCE OF ITS $7,471,000 INFRASTRUCTURE SALES SURTAX
REVENUE BOND (CITY HALL PROJECT), SERIES 2017; PROVIDING A
COVENANT TO BUDGET, APPROPRIATE AND DEPOSIT LEGALLY
AVAILABLE NON-AD VALOREM REVENUES OF THE ISSUER AS
ADDITIONAL SECURITY FOR SUCH BOND; PROVIDING FOR OTHER
COVENANTS WITH RESPECT TO THE BONDHOLDER; DESIGNATING
SUCH BOND AS A "QUALIFIED TAX-EXEMPT OBLIGATION";
PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
THEREWITH;AND PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS,
FLORIDA, as follows:
Section 1. Authority for this Resolution. This Resolution is a "Supplemental Resolution"
adopted pursuant to a resolution adopted by the City Council of the Issuer on even date
herewith relating to the hereinafter defined Series 2017 Bond (the "Master Resolution") and the
Act as such term is defined in the Master Resolution. The Master Resolution as supplemented
hereby means the "Resolution".
Section 2. Definitions. Unless otherwise defined in the Master Resolution, the following
words and phrases shall have the following meanings when used herein:
"Authorized Denominations" means a minimum denomination of $100,000 and $1,000
integrals in excess thereof, or the principal amount outstanding of such Bond if less than
$100,000 remains outstanding.
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Holder of the Series 2017 Bond is closed.
"Code"means the Internal Revenue Code of 1986, as amended from time to time, and the
applicable rules and regulations promulgated thereunder.
"Maturity Date"means October 1, 2032,unless earlier redeemed.
"Non-Ad Valorem Revenues" means all revenues of the Issuer not derived from ad
valorem taxation, and which are lawfully available to pay debt service on the Series 2017 Bond.
"Original Purchaser" means JPMorgan Chase Bank, N.A., the original Holder of the
Series 2017 Bond.
"Principal Office" means, with respect to the Original Purchaser, the office located
JPMorgan Chase Bank, N.A., 4919 Memorial Highway, Floor 01, Tampa, Florida 33634-7509, or
such other office as the Holder of the Series 2017 Bond may designate to the Issuer in writing.
"Series 2017 Bond"means the Series 2017 Bond authorized by the Resolution.
Section 3. Findings.
(A) The Issuer has received an offer from the Original Purchaser to purchase the
Series 2017 Bond.
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(B) In consideration of the purchase and acceptance of the Series 2017 Bond
authorized to be issued hereunder by those who shall be the Holder thereof from time to time,
this Resolution shall constitute a contract between the Issuer and the Holder.
Section 4. Authorization of the Series 2017 Bond. Subject and pursuant to the provisions
of this Resolution, an obligation of the Issuer to be known as the City of Zephyrhills, Florida
Infrastructure Sales Surtax Revenue Bond (City Hall Project), Series 2017 (the "Series 2017
Bond") is hereby authorized to be issued under and secured by the Master Resolution and this
Resolution, in the principal amount of $7,471,000, for the purpose of financing and/or
reimbursing all or a portion of the Costs of the Initial Project and paying certain costs of
issuance incurred with respect to the Series 2017 Bond. Because of the characteristics of the
Series 2017 Bond, prevailing market conditions, and additional savings to be realized from an
expeditious sale of the Series 2017 Bond, it is in the best interest of the Issuer to accept the offer
of the Original Purchaser to purchase the Series 2017 Bond at a private negotiated sale. Prior to
the issuance of the Series 2017 Bond, the Issuer shall receive from the Original Purchaser a
Purchaser's Certificate, the substantially final form of which is attached hereto as Exhibit B and
the Disclosure Letter containing the information required by Section 218.385, Florida Statutes,
the substantially final form of which is attached hereto as Exhibit C.
Section 5. Description of the Series 2017 Bond. The Series 2017 Bond shall be issued as a
Term Bond with a final maturity of the Maturity Date, to be dated the date of the execution and
delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, and shall
have such other terms and provisions, including a fixed interest rate (subject to adjustment as
described in the Series 2017 Bond) not exceeding the maximum interest rate permitted by the
Act, Amortization Installments and interest payment terms, and a redemption provision as
stated in the form of the Series 2017 Bond attached hereto as Exhibit A, provided, however, the
Series 2017 Bond shall not be issued unless the initial fixed interest rate is equal to 2.344%.
Interest on the Series 2017 Bond shall be calculated on the basis of a 360 day year consisting of
twelve 30 day months. The Series 2017 Bond is to be in substantially the form set forth on
Exhibit A attached hereto, together with such non-material changes as shall be approved by the
Mayor, such approval to be conclusively evidenced by the execution thereof by the Mayor. The
Series 2017 Bond shall be executed on behalf of the Issuer with the manual or facsimile
signature of the Mayor and the President of the City Council and the official seal of the Issuer
shall be imprinted thereon, and attested with the manual or facsimile signature of the Clerk. In
case any one or more of the officers who shall have signed or sealed the Series 2017 Bond or
whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before
the Series 2017 Bond so signed and sealed has been actually sold and delivered, the Series 2017
Bond may nevertheless be sold and delivered as herein provided and may be issued as if the
person who signed or sealed the Series 2017 Bond had not ceased to hold such office. 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
2017 Bond shall be actually sold and delivered.
Section 6. Registration and Exchange of Series 2017 Bond; Persons Treated as Holder.
The Series 2017 Bond is initially registered to the Original Purchaser. So long as the Series 2017
Bond shall remain unpaid, the Registrar will keep books for the registration and transfer of the
Series 2017 Bond. The Series 2017 Bond shall be transferable only upon such registration books
and only in Authorized Denominations.
The Person in whose name a Series 2017 Bond shall be registered shall be deemed and
regarded as the absolute holder thereof for all purposes, and payment of principal and interest
on the Series 2017 Bond shall be made only to or upon the written order of the Holder without
presentment. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Series 2017 Bond to the extent of the sum or sums so paid.
Section 7. Payment of Principal and Interest; Limited Obligation. The Issuer promises
that it will promptly pay the principal of and interest on the Series 2017 Bond at the place, on
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the dates and in the manner provided therein according to the true intent and meaning hereof
and thereof. The Series 2017 Bond shall not be or constitute a general obligation or
indebtedness of the Issuer as a 'bond" within the meaning of Article VII, Section 12 of the
Constitution of Florida, but shall be payable in the manner and to the extent provided in the
Resolution. No Holder of any Series 2017 Bond issued hereunder shall ever have the right to
compel the exercise of any ad valorem taxing power to pay such Series 2017 Bond, or be entitled
to payment of such Series 2017 Bond from any funds of the Issuer except from the Pledged
Funds as described in the Resolution and the covenant to budget and appropriate Non-Ad
Valorem Revenues as described in Section 8 hereof.
Section 8. Covenant to Budget and Appropriate. Subject to the next paragraph, to the
extent Pledged Funds are then insufficient, the Issuer 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 Restricted Revenue Account,five days prior
to each interest payment date, as necessary, amounts sufficient to pay principal of and interest
on the Series 2017 Bond and all other payments due under the Resolution not being paid from
other amounts as the same shall become due. Such covenant and agreement on the part of the
Issuer 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. No lien upon or pledge of
such budgeted Non-Ad Valorem Revenues shall be in effect until such monies are budgeted,
appropriated and deposited as provided herein. The Issuer further acknowledges and agrees
that the obligations of the Issuer to include the amount of such amendments in each of its
annual budgets and to pay such amounts from Non-Ad Valorem Revenues may be enforced in
a court of competent jurisdiction in accordance with the remedies set forth in herein.
Until such monies are budgeted, appropriated and deposited as provided herein, such
covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad
Valorem Revenues, nor does it preclude the Issuer from pledging in the future its Non-Ad
Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non-Ad
Valorem Revenues, nor does it give the Holder of the Series 2017 Bond a prior claim on the
Non-Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such
covenant to budget, appropriate and deposit Non-Ad Valorem Revenues is subject in all
respects to the prior payment of obligations secured by a lien on and pledge of specific
components of the Non-Ad Valorem Revenues heretofore or hereafter entered into (including
the payment of debt service on bonds and other debt instruments). Anything in the Resolution
to the contrary notwithstanding, it is understood and agreed that all obligations of the Issuer
hereunder shall be payable solely from the portion of Non-Ad Valorem Revenues budgeted,
appropriated and deposited as provided for herein and nothing herein shall be deemed to
pledge ad valorem tax power or ad valorem taxing revenues or to permit or constitute a
mortgage or lien upon any assets owned by the Issuer and no holder of the Series 2017 Bond nor
any other Person, may compel the levy of ad valorem taxes on real or personal property within
the boundaries of the Issuer or the use or application of ad valorem tax revenues in order to
satisfy any payment obligations hereunder or to maintain or continue any of the activities of the
Issuer which generate user service charges, regulatory fees, or arty other Non-Ad Valorem
Revenues. Notwithstanding any provisions of the Resolution or the Series 2017 Bond to the
contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the
Issuer which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues.
The Issuer is prohibited by law from expending moneys not appropriated or in excess of its
current budgeted revenues and surpluses. Until such monies are budgeted, appropriated and
deposited as provided herein,neither the Resolution nor the obligations of the Issuer hereunder
shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem
Revenues of the Issuer, 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 and funding requirements for essential
governmental services of the Issuer and is further subject to the provisions of Section 166.241,
Florida Statutes (which makes it unlawful for any city to expend monies not appropriated and
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in excess of the city's current budgeted revenues),insofar as there city are not sufficient Non-Ad
Valorem Revenues to comply with such covenant after satisfaction of the funding requirements
for obligations having an express lien or pledge of such revenues and the funding requirements
for essential governmental services of the Issuer.
Notwithstanding anything herein or in the Master Resolution to the contrary, Non-Ad
Valorem Revenues deposited into the Restricted Revenue Account pursuant to this Section 8
may only be used to pay the principal of and interest on the Series 2017 Bond and all other
payments due under the Resolution.
Section 9. No Reserve Funding. The Series 2017 Bond shall not be secured by the
Reserve Account or any subaccount created thereunder.
Section 10. 2017 Construction Subaccount. The Issuer covenants to establish a separate
subaccount in the Construction Fund to be known as the "2017 Construction Subaccount". The
2017 Construction Subaccount shall only secure the Series 2017 Bond.
Section 11. Tax Covenant. The Issuer covenants to the Holder of the Series 2017 Bond
provided for in this Resolution that the Issuer will not make any use of the proceeds of the
Series 2017 Bond at any time during the term of the Series 2017 Bond which, if such use had
been reasonably expected on the date the Series 2017 Bond was issued,would have caused such
Series 2017 Bond to be an "arbitrage bond" within the meaning of the Code. The Issuer will
comply with the requirements of the Code and any valid and applicable rules and regulations
promulgated thereunder necessary to ensure the exclusion of interest on the Series 2017 Bond
from the gross income of the Holder thereof for purposes of federal income taxation.
Section 12. Captions. The captions and headings in the Resolution are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
the Resolution.
Section 13. Bank Qualification. The City Council of the Issuer designates the Series 2017
Bond as a "qualified tax-exempt obligation"within the meaning of Section 265(b)(3) of the Code.
The Issuer and any issuer of "tax-exempt" debt that issues "on behalf of' the Issuer do not
reasonably expect during the calendar year 2017 to issue more than $10,000,000 of "tax-exempt"
obligations including the Series 2017 Bond, exclusive of any private activity bonds as defined in
Section 141(a) of the Code.
Section 14. Financial Reporting. The Issuer shall provide the Holder of the Series 2017
Bond with audited annual financial statements, free of significant deficiencies or material
weakness, and prepared by an independent certified public accountant, within 270 days of the
close of each Fiscal Year, commencing Fiscal Year ended September 30, 2017. Additionally, the
Issuer shall provide the Holder of the Series 2017 Bond with a copy of its annual budget, as
adopted or amended, within 60 days of adoption or amendment, commencing with the budget
for Fiscal Year ending September 30, 2018. The Issuer shall also provide such other financial
information reasonably requested by the Holder of the Series 2017 Bond which could include
copies of any long-term capital improvement plans.
Section 15. Additional Covenants.
(A) The Issuer shall not amend this Resolution or Article IV, Article V, Article VI or
Article VII of the Master Resolution without the prior written consent of the Holder of the Series
2017 Bond. The Issuer shall not make any amendment to the Master Resolution pursuant to the
authorization of paragraphs 1, 5 or 8 of Section 7.01 thereof without the prior written consent of
the Holder of the Series 2017 Bond. The Issuer shall promptly provide the Holder of the Series
2017 Bond with a copy of any amendment to the Master Resolution.
(B) By acceptance of the Series 2017 Bond, the Holders thereof waive any notice of
redemption or prepayment otherwise required by Section 3.03 of the Master Resolution and
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agree that only such notice as required by the terms of the Series 2017 Bond is required to be
given.
(C) The Issuer knowingly, voluntarily, and intentionally waives any right it may
have to a trial by jury, with respect to any litigation or legal proceedings based on or arising out
of the Resolution or the Series 2017 Bond, including any course of conduct, course of dealings,
verbal or written statement or actions or omissions of any party which in any way relates to the
Resolution or the Series 2017 Bond.
(D) The Master Resolution and this Resolution shall be governed by and construed in
accordance with the laws of the State. The Issuer agrees that certain material events and
occurrences relating to Master Resolution and this Resolution and the Series 2017 Bond bear a
reasonable relationship to the laws of the State and the validity, terms, performance and
enforcement of the Master-Resolution and this Resolution and the Series 2017 Bond shall be
governed by the internal laws of the State which are applicable to agreements which are
negotiated, executed, delivered and performed solely in the State. Unless applicable law
provides otherwise, in the event of any legal proceeding arising out of or related to Master
Resolution and this Resolution, the Issuer consents to the jurisdiction and venue of any court
located in the State.
(E) The Issuer shall within five days after it acquires knowledge.thereof, notify the
Holders of the Series 2017 Bond in writing upon the happening, occurrence, or existence of any
Event of Default and any event or condition which with the passage of time or giving of notice,
or both, would constitute an Event of Default, and shall provide the Holders, with such written
notice, a detailed statement by a responsible officer of the Issuer of all relevant facts then known
to the Issuer and the action then being taken or then proposed to be taken by the Issuer with
respect thereto. Regardless of the date of receipt of such notice by the Holders, such date shall
not in any way modify the date of occurrence of the actual Event of Default.
Section 16. Repeal of Inconsistent Resolutions. All resolutions or parts thereof, in
conflict herewith are hereby repealed to the extent of such conflict.
Section 17. No Third Party Beneficiaries. Except as may be expressly described herein,
nothing in this Resolution or in the Series 2017 Bond, expressed or implied, is intended or shall
be construed to confer upon any Person, other than the Issuer and the Holder, any right,
remedy or claim, legal or equitable, under and by reason of the Resolution, or any provision
thereof, or of the Series 2017 Bond, 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 to time be the
Holder(s).
[Remainder of page intentionally left blank]
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Section 18. Effective Date. This Resolution shall take effect immediately upon its
adoption.
RESOLVED in regular meeting on this 23rd day of October,A.D.,2017.
CITY OF ZEPHYRHILLS,FLORIDA
(OFFICIAL SEAL)
By:
Name: a Whitfield
Title: Mayor
By: t/4. .
Name: W. Alan Kni t
E i �� Title: President o the City Council
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EXHIBIT A
FORM OF SERIES 2017 BOND
No.: R-1
Dated: October 25, 2017 $7,471,000
Maturity Date: October 1,2032
CITY OF ZEPHYRHILLS,FLORIDA
INFRASTRUCTURE SALES SURTAX REVENUE BOND (CITY HALL PROJECT),SERIES 2017
KNOW ALL MEN BY THESE PRESENTS that the City of Zephyrhills, 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 JPMORGAN CHASE BANK, N.A., or registered assigns (hereinafter,
the "Owner"), the principal sum of $7,471,000 in the manner described below, together with
interest on the principal balance outstanding at the rate of per annum of 2.344% (subject to
adjustment as herein provided) calculated on the basis of a 360 day year consisting of twelve 30
day months; provided, however, that the interest rate on this Bond, as it may be adjusted, shall
in no event exceed the maximum interest rate permitted.by the Act. Such rate of interest is
herein referred to as the"Interest Rate".
Principal of and interest on this Bond is payable in lawful money of the United States of
America at such place as the Owners may designate to the Issuer in writing. No presentment
shall be required for payment on this Bond.
Interest shall be payable semi-annually to the Owner on each April 1 and October 1,
commencing on April 1,2018.
111 Principal on this Bond shall amortize on October 1 of year commencing, October 1, 2018
in the following amounts:
Year Amortization Installment
2018 $432,146.87
2019 430,601.71
2020 440,695.02
2021 451,024.91
2022 461,596.93
2023 472,416.76
2024 483,490.21
2025 494,823.22
2026 506,421.88
2027 518,292.41
2028 530,441.18
2029 542,874.72
2030 555,599.71
2031 568,622.96
2032 581,951.49
As described above, the final installment of the entire unpaid principal balance, together
with all accrued and unpaid interest hereon,is due and payable on the Maturity Date.
This Bond is being issued for the purpose of financing and/or reimbursing all or a
portion of the Costs of the Initial Project and paying certain costs of issuance incurred with
respect to this Bond, under the authority of and in full compliance with the Constitution and
laws of the State of Florida, Chapter 166, Florida Statutes, Chapter 212, Florida Statutes, Chapter
218, Part IV, Florida Statutes, the municipal charter of the Issuer, Ordinance No. 12-16 duly
enacted by the Board of County Commissioners of Pasco County,Florida on July 10, 2012, and a
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successful referendum conducted thereunder on November 6, 2012 where the one-cent local
infrastructure sales surtax was extended through December 31, 2024 (as may be hereafter
extended), and other applicable provisions of law (collectively, the "Act"), and a resolution duly
adopted by the City Council of the Issuer on October 23, 2017, as supplemented by a resolution
duly adopted by the City Council of the Issuer on October 23, 2017 (collectively, the
"Resolution"), and is subject to the terms and conditions of the Resolution.
This Bond and the interest thereon are payable solely from and secured by a lien upon
and a pledge of Pledged Revenues, and until applied in accordance with the provisions of the
Resolution, all moneys, including investments thereof, in certain of the funds and accounts
established by the Resolution, all in the manner and to the extent described in the Resolution
(collectively, the "Pledged Funds"). In addition, if Pledged Funds are insufficient, this Bond is
secured by a covenant to budget and appropriate Non-Ad Valorem Revenues in the manner
and to the extent described in the Resolution.
IT IS EXPRESSLY AGREED BY THE OWNER OF THIS BOND THAT THE FULL FAITH
AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL
SUBDIVISION THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH OWNER SHALL
NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING
POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION
THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, OR INTEREST.
THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A
LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONSTITUTE A LIEN ONLY
ON,AND SHALL BE PAYABLE SOLELY FROM,THE SOURCES DESCRIBED ABOVE.
This Bond may not be prepaid prior to October 25, 2022 (other than in accordance with
the amortization table set forth above). On or after October 25, 2022, this Bond may be prepaid
in whole or in part on any Business Day, with five days prior written notice to the Owner,
without prepayment penalty; provided, however, in the case of a partial prepayment, such
prepayment shall not leave less than an Authorized Denomination outstanding following such
partial prepayment. Prepayments shall be applied in inverse order of maturity (treating each
sinking fund payment as a maturity).
The Issuer hereby waives demand,protest and notice of dishonor.
All payments by the Issuer pursuant to this Bond shall apply first to accrued interest,
then to other charges due the Owner, and the balance thereof shall apply to the principal sum
due.
As used in this Bond:
(1) "Code"means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable
thereto;
(2) "Determination of Taxability" shall mean interest on this Bond is determined or
declared, by the Internal Revenue Service or a court of competent jurisdiction to be included in
the gross income of the Owner for federal income tax purposes under the Code, which is the
result of an action or inaction of the Issuer.
Upon the occurrence of a Determination of Taxability, or if it should be determined or
declared by the Internal Revenue Service or a court of competent jurisdiction that this Bond is
not a "qualified tax exempt obligation" within the meaning of Section 265(b)(3) of the Code,
then the interest rate on this Bond shall be adjusted to a rate (the "Adjusted Interest Rate"),
which provides the same after-tax return to the Owner as had such event not occurred, as of
and from the date such event would be applicable with respect to this Bond (the "Accrual
Date"); and (i) the Issuer shall on the next interest payment date hereon (or if this Bond shall
A-2
have matured, within thirty days after demand by the Owner) pay to the Owner an amount
equal to the sum of(1) the difference between (A) the total interest that would have accrued on
this Bond at the Adjusted Interest Rate from the Accrual Date to such next interest payment
date, and (B) the actual interest paid by the Issuer on this Bond from the Accrual Date to such
next interest payment date, and (2) any interest, penalties and additions to tax (as referred to in
Subchapter A of Chapter 68 of the Code) required to be paid as a result of any additional State
of Florida and federal income taxes imposed upon such Holder and/or former Holder arising as
a result of such event; and (ii) from and after the date of such event, this Bond shall continue to
bear interest at the Adjusted Interest Rate. This adjustment shall survive payment of this Bond
until such time as the federal statute of limitations under which the interest on this Bond could
be declared taxable under the Code shall have expired.
In addition, while any Event of Default or a breach of any covenants hereunder, is not
cured, this Bond shall bear interest at a default rate equal to otherwise applicable interest rate
on this Bond plus 3%; provided, however, that the interest rate on this Bond, as it may be
adjusted, shall in no event exceed the maximum interest rate permitted by the Act.
This Bond may be exchanged or transferred in Authorized Denominations by the Owner
hereof but only upon the registration books maintained by the Registrar and in the manner
provided in the Resolution.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond
does not violate any constitutional or statutory limitations or provisions.
Neither the members of the City Council of the Issuer nor any person executing this
Bond shall be liable personally hereon or be subject to any personal liability by reason of the
issuance hereof.
IN WITNESS WHEREOF, the City of Zephyrhills, Florida has caused this Bond to be
signed by its Mayor, countersigned by the President of the City Council, on behalf of the City
Council, either manually or with facsimile signature, and the seal of the Issuer to be affixed
hereto or imprinted or reproduced hereon, and attested by the Clerk of the Issuer, either
manually or with facsimile signature, and this Bond to be dated the Date of Issuance set forth
above.
CITY OF ZEPHYRHILLS, FLORIDA
(SEAL)
By: 41. /
,'
Name: r ene Whitf' d
Title: Mayor
COUNTERSIGNED:
By, lk).
`
ht
tlz : Presideild City Council
ATTESTED:
\it*'Y:
'Lori 1,,Dian, CMC
Tit eP'WQ ifi a k-
.5
A-3
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
[Insert Name, Address,Social Security or Other Identifying Number of Assignee]
the within Bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said Bond on the
books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
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NOTICE: Signature(s) must be NOTICE: The signature to this assignment
guaranteed by a member firm of must correspond with the name of the
the New York Stock Exchange or Owner as it appears upon the face of the
a commercial bank or trust within Bond in every particular, without
company. alteration or enlargement or arty change
whatever and the Social Security or other
identifying number of such assignee must
be supplied.
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The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF TRANS MIN ACT--
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
I
I
25658/002/01292822.DOCv7
A-6
EXHIBIT B
FORM OF PURCHASER'S CERTIFICATE
This is to certify that JPMorgan Chase Bank, N.A. (the "Purchaser") has not required the
City of Zephyrhills, Florida (the "City") to deliver any offering document and 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 City in connection with the
issuance of the$7,471,000 City of Zephyrhills, Florida Infrastructure Sales Surtax Revenue Bond
(City Hall Project), Series 2017 (the "Bond") and no inference should be drawn that the
Purchaser, in the acceptance of said Bond, is relying on Bryant Miller Olive P.A., Bond Counsel
or Matthew E. Maggard, Esq., City Attorney as to any such matters other than the legal
opinions rendered by Bond Counsel and by the City Attorney. Any capitalized undefined
terms used herein and not otherwise defined shall have the meaning set forth in a resolution
duly adopted by the City Council of the City on October 23, 2017, as supplemented by a
resolution duly adopted by the City Council of the City on October 23, 2017 (together, the
"Resolution").
We are aware that investment in the Bond involves various risks, and that the payment
of the Bond is secured solely from the sources described in the Resolution(the "Bond Security").
We have made such independent investigation of the Bond Security as we, in the
exercise of sound business judgment, consider to be appropriate under the circumstances. In
making our investment decision, we have relied upon the accuracy of information which has
been provided to us by the City and its representatives.
We have knowledge and experience in financial and business matters and are capable of
evaluating the merits and risks of our investment in the Bond and can bear the economic risk of
our investment in the Bond.
We acknowledge and understand that the Resolution is not being qualified under the
Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance
upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section
517.051(1), Florida Statutes, and/or Section 517.061(7),Florida Statutes, and that neither the City,
Bond Counsel nor the City Attorney shall have any obligation to effect any such registration or
qualification.
We are not acting as a broker or other intermediary, and are purchasing the Bond for our
own account and not with a present view to a resale or other distribution to the public.
However,we may transfer the Bond in whole or in part in accordance with the provisions of the
Resolution.
We are a bank, trust company, savings institution, insurance company, dealer,
investment company as defined by the Investment Company Act of 1940, pension or profit-
sharing trust, or qualified institutional buyer as defined by rule of the commission in
accordance with Securities and Exchange Commission Rule 144A (17 C.F.R. 230.144A(a)) as set
forth in Section 517.061(7), Florida Statutes. We are not purchasing the Bond 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.
DATED this 25th day of October,2017.
JPMORGAN CHASE BANK,N.A.
By:
Name: Gary C.Mele,Jr.
Title: Vice President
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EXHIBIT C
FORM OF DISCLOSURE LETTER
The undersigned, as purchaser (the "Bank"), proposes to negotiate with the City of
Zephyrhills, Florida (the "City") for the private purchase of its $7,471,000 City of Zephyrhills,
Florida Infrastructure Sales Surtax Revenue Bond (City Hall Project), Series 2017 dated
October 25, 2017 (the "Bond"). Prior to the award of the Bond, the following information is
hereby furnished to the City:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to
be incurred for services rendered to the Bank in connection with the issuance of the Bond (such
fees and expenses to be paid by the City):
Legal Fees:
Holland&Knight LLP
$10,000
2. (a) No other fee, bonus or other compensation is estimated to be paid by the
Bank in connection with the issuance of the Bond to any person not regularly employed or
retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes), except as specifically enumerated as expenses to be incurred by the Bank, as set forth
in paragraph(1) above.
(b) No person has entered into an understanding with the Bank, or to the
knowledge of the Bank, with the City, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the City and the Bank or to exercise or attempt to exercise any influence to effect any
transaction in the purchase of the Bond.
3. The amount of the underwriting spread expected to be realized by the Bank is $0.
4. The management fee to be charged by the Bank is$0.
5. Truth-in-Bonding Statement:
The Bond is being issued for the purposes of financing and/or reimbursing all or a
portion of the Costs of the Initial Project and paying certain costs of issuance incurred with
respect to the Bond.
The Bond and the interest thereon are payable solely from and secured by a lien upon
and a pledge of the Pledged Funds and, if Pledged Funds are insufficient, a covenant to budget
and appropriate Non-Ad Valorem Revenues, in the manner and to the extent provided in a
C-1
resolution duly adopted by the City Council of the City on October 23, 2017, as supplemented
by a resolution duly adopted by the City Council of the Issuer on October 23, 2017(together,the
111
"Resolution"). The Bond is expected to be repaid over a period of approximately 15 years.
Assuming a fixed interest rate equal to 2.344%until maturity, issuance of the Bond, is estimated
to result in a maximum of approximately$595,592.43 not being available to finance the services
of the City in each year during the life of the Bond.
6. The name and address of the Bank is as follows:
JPMorgan Chase Bank,N.A.
4919 Memorial Highway,Floor 01
Tampa,Florida 33634-7509
Any capitalized undefined terms used herein and not otherwise defined shall have the
meaning set forth in the Resolution.
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on
behalf of the Bank this 25th day of October, 2017.
JPMORGAN CHASE BANK, N.A.
By:
Name: Gary C.Mele,Jr.
Title: Vice President
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