R18-079 1 RESOLUTION NO. R18-079
2
3 A SERIES RESOLUTION PROVIDING FOR THE ISSUANCE OF $11,065,000 OF THE
4 CITY OF BOYNTON BEACH, FLORIDA UTILITY SYSTEM REVENUE BOND, SERIES
5 2018; PROVIDING A METHOD FOR FIXING AND DETERMINING THE PRINCIPAL
6 AMOUNT, INTEREST RATE, MATURITY DATE, REDEMPTION PROVISIONS AND
7 OTHER DETAILS OF SAID BOND; AUTHORIZING THE SALE OF THE BOND TO
8 CENTERSTATE BANK, N.A.; FINDING NECESSITY FOR A NEGOTIATED SALE OF
9 SUCH BOND; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF SAID
10 BOND AND CERTAIN OTHER MONEYS; DESIGNATING THE BOND REGISTRAR
11 FOR SAID BOND; CONTAINING CERTAIN AUTHORIZATIONS AND OTHER
12 PROVISIONS;AND PROVIDING AN EFFECTIVE DATE.
13
14
15 WHEREAS, the City of Boynton Beach, Florida (the "City") is authorized by the Constitution
16 and laws of the State of Florida, including the City's Charter and Chapter 166, Florida
17 Statutes, to issue revenue bonds of the City payable from Pledged Revenues (as defined in the
18 Bond Resolution hereinafter defined mentioned) for certain purposes; and
19
20 WHEREAS, pursuant to Resolution No. R 92 96 adopted by the City Commission of the City
21 (the "City Commission") on June 16, 1992, as amended (the "Bond Resolution") obligations
22 of the City may be issued and may be secured by a lien upon and pledge of certain "Pledged
23 Revenues" as defined in and to the extent set forth in the Bond Resolution; and
24
25 WHEREAS, the City desires to issue a Bond (the "Series 2018 Bond") under the Bond
26 Resolution to provide funds, together with available funds of the City, to pay costs of capital
27 improvements to the City's Utility System consisting of facilities to provide chilled water to
28 certain customers of the Utility System and to pay certain costs of issuing such Series 2018
29 Bond (the "2018 Project"); and
30
31 WHEREAS, prior to the issuance of the Series 2018 Bond the conditions set forth in Section
32 209 of the Bond Resolution shall be satisfied; and
33
34 WHEREAS, the City Commission has determined that the sale of such Series 2018 Bond
35 through negotiation with CenterState Bank, N.A. (the "Lender") is in the best interest of the
36 City; and
37
38 WHEREAS, the City Commission has received from the Lender the proposal attached hereto
39 as Exhibit A (the "Proposal") whereby the Lender proposes to make a loan to the City to be
40 evidenced by the Series 2018 Bond, and the City Commission has determined that the
41 authorization of the acceptance of such proposal pursuant to the terms set forth in Section 6
42 hereof is in the best interests of the City and will effect the purposes set forth in the Bond
43 Resolution; and
44
45 WHEREAS, it is necessary and desirable to specify a method for determining the dates, the
46 interest rates, maturity dates and redemption provisions for such Series 2018 Bond;
1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
2 BOYNTON BEACH, FLORIDA:
3
4 Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
5 provisions of the Charter of the City of Boynton Beach, Florida, the Constitution of the State
6 of Florida, including, but not limited to, Article VIII, Section 2 thereof, and other applicable
7 provisions of law,including Chapter 166, Florida Statutes, and the Bond Resolution.
8
9 Section 2. Definitions. Terms used herein in capitalized form and not otherwise
10 defined herein shall have the meanings ascribed thereto in the Bond Resolution. The
11 following terms, when used in this Resolution or in the Bond Resolution, as amended hereby,
12 shall have the following meanings:
13
14 "Authorized Representative" means the Mayor or Vice-Mayor, and in the absence or inability
15 to act of the Mayor or Vice-Mayor, the City Manager or any other City Commissioner (the
16 absence or inability to act of the Mayor of Vice-Mayor as to any particular action being
17 conclusively established by the taking of such action by the City Manager or other City
18 Commissioner).
19
20 "Business Day" shall mean any day other than a Saturday, Sunday or other day on which the
21 Payment Office of the Lender (as defined in the Series 2018 Bond) is lawfully and
22 temporarily closed.
23
24 "Closing Date" shall mean the date on which the Series 2018 Bond are issued and delivered
25 by the City and paid for by the Lender.
26
27 "Interest Payment Date" shall mean May 1 and November 1 of each year, commencing
28 November 1, 2018.
29
30 Section 3. Authorization of Bond. A Bond is hereby authorized to be issued pursuant
31 to this Resolution and Section 209 of the Bond Resolution in the principal amount of
32 $11,065,000. The Bond hereby authorized shall be known as "Utility System Revenue Bond,
33 Series 2018" (the "Series 2018 Bond"). Prior to the issuance of the Series 2018 Bond the
34 conditions of.Section 209 of the Bond Resolution shall be satisfied. The Series 2018 Bond is
35 being issued for the principal purpose of providing funds to pay for capital improvements to
36 the Utility System.
37
38 Section 4. Terms of the Series 2018 Bond.
39
40 (a) Form of Bond. The Series 2018 Bond shall be substantially in the form attached hereto
41 as Exhibit B, with such changes as may be necessary or appropriate to conform to the
42 provisions of this Resolution and the terms of the Series 2018 Bond set forth herein as may be
43 approved by the officers of the City executing the Series 2018 Bond, such execution to be
44 conclusive evidence of such approval.
45
46 (b) Amounts, Maturities, Redemption Provisions and Interest Rates. The Series 2018 Bond
1 shall be issued as a single bond for the entire principal amount of the Series 2018 Bond, shall
2 be issued in registered form, shall be numbered R-1, shall be dated the date of its initial
3 issuance and delivery, and shall bear interest from such date, payable on the Interest Payments
4 Dates. The Series 2018 Bond shall be issued on such date, in the amount of$11,050,000, shall
5 bear interest at the rate of 3.60% per annum (subject to adjustment as provided in the Series
6 2018 Bond), computed on the basis of a 360 day year consisting of twelve 30 day months, and
7 shall mature on November 1 of the years and shall have such prepayment or redemption
8 provisions, all as set forth in the Series 2018 Bond, and as shall be consistent with the
9 Proposal.
10
11 (c) Reserve Account Requirement. The Reserve Account Requirement for the Series 2018
12 Bond shall be zero.
13
14 Section 5. Approval of Sale of the Series 2018 Bond. The City hereby determines that
15 a negotiated sale of the Series 2018 Bond to the Lender is in the best interest of the City and
16 the citizens and inhabitants of the City by reason of the volatility of the market for tax exempt
17 bonds. Prior to the issuance of the Series 2018 Bond, the Lender shall file with the City the
18 disclosure statement required by Section 218.385, Florida Statutes, and the competitive
19 bidding for the Series 2018 Bond is hereby waived pursuant to the authority of Section
20 218.385(1), Florida Statutes.
21
22 Section 6. Execution and Delivery of the Series 2018 Bond. The Authorized
23 Representative and the City Clerk are hereby authorized and directed on behalf of the City to
24 execute the Series 2018 Bond as provided in the Bond Resolution and such officials are
25 hereby authorized and directed upon the execution of the Series 2018 Bond in the form and
26 manner set forth herein and in the Bond Resolution to deliver the Series 2018 Bond in the
27 amount authorized to be issued hereunder to the Bond Registrar for authentication (upon the
28 satisfaction of the conditions of Section 209 of the Bond Resolution) and delivery to or upon
29 the order of the Lender upon payment of the purchase price set forth herein.
30
31 Section 7. Application of Proceeds. Proceeds from the sale of the Series 2018 Bond
32 shall be applied to pay costs of the 2018 Project as further set forth in a certificate executed by
33 the Authorized Representative at or prior to the issuance of the Series 2018 Bond.
34
35 Section 8. Amendments to Bond Resolution Applicable to Series 2018 Bond. Pursuant
36 to the authority of Section 1001(a), (b), (c) and/or (d) of the Bond Resolution, and with the
37 consent of the Bondholders of the Series 2018 Bond (which shall be deemed given by the
38 Lender's acceptance of the ownership thereof), notwithstanding anything to the contrary
39 contained in the Bond Resolution:
40
41 (a)The City Clerk shall serve as Bond Registrar with respect to the Series 2018 Bond; and
42
43 (b) The provisions of Article III of the Bond Resolution regarding "redemption" do not apply
44 to the Series 2018 Bond, and the Series 2018 Bond shall be subject to prepayment as provided
45 therein.
46
1 Section 9. Compliance with Tax Requirements. The City hereby covenants and agrees,
2 for the benefit of the Bondholders from time to time of the Series 2018 Bond, to comply with
3 the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of
4 Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent
5 necessary to preserve the exclusion of interest on the Series 2018 Bond from gross income for
6 federal income tax purposes. Specifically, without intending to limit in any way the generality
7 of the foregoing,the City covenants and agrees:
8
9 (1) to pay to the United States of America from, to the extent legally available, the funds
10 and sources of revenues pledged to the payment of the Series 2018 Bond, and from any other
11 legally available funds, at the times and to the extent required pursuant to Section 148(f) of
12 the Code, the excess of the amount earned on all non-purpose investments (as defined in
13 Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this
14 sentence) over the amount which would have been earned if such non purpose investments
15 were invested at a rate equal to the yield on the Series 2018 Bond, plus any income
16 attributable to such excess (the "Rebate Amount");
17
18 (2) to maintain and retain all records pertaining to and to be responsible for making or
19 causing to be made all determinations and calculations of the Rebate Amount and required
20 payments of the Rebate Amount as shall be necessary to comply with the Code;
21
22 (3) to refrain from using proceeds from the Series 2018 Bond in a manner that would
23 cause the Series 2018 Bond to be classified as a private activity bond under Section 141(a) of
24 the Code; and
25
26 (4) to take or refrain from taking any action that would cause the Series 2018 Bond to
27 become an arbitrage bond under Section 103(b) and Section 148 of the Code.
28
29 The City understands that the foregoing covenants impose continuing obligations on the City
30 to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of
31 the Code so long as such requirements are applicable.
32
33 Unless otherwise specified in the Certificate as to Arbitrage and Other Tax Matters delivered
34 in connection with the issuance of the Series 2018 Bond, the City shall designate a certified
35 public accountant, Bond Counsel, or other professional consultant having the skill and
36 expertise necessary (the "Rebate Analyst") to make any and all calculations required pursuant
37 to this Section regarding the Rebate Amount. Such calculation shall be made in the manner
38 and at such times as specified in the Code. The City shall engage and shall be responsible for
39 paying the fees and expenses of the Rebate Analyst.
40
41 Section 10. Authorizations. The Authorized Representative, the City Clerk and the
42 Assistant City Manager-Administrative Services are hereby jointly and severally authorized to
43 do all acts and things required of them by this Resolution or the Bond Resolution, or desirable
44 or consistent with the requirements hereof or thereof, for the full, punctual and complete
45 performance of all terms, covenants and agreements contained in the Series 2018 Bond, the
46 Bond Resolution and this Resolution, and to make any elections necessary or desirable in
1 connection with the arbitrage provisions of Section 148 of the Code.
2 Section 11. Business Days. In any case where the scheduled date for payment of
3 principal, premium, if any, or interest of the Series 2018 Bond is not a Business Day, then
4 such payment of principal, premium, if any, or interest need not be made on such date but
5 may be made on the next succeeding Business Day, provided, however, that interest shall
6 continue to accrue to and shall be payable on such succeeding Business Day.
7
8 Section 12. Provisions Required by the Lender. The following provisions shall apply
9 for so long as, and only for so long as the Series 2018 Bond is Outstanding:
10
11 (a) The City shall within 270 days after the end of each of its Fiscal Years furnish to the
12 Bondholder of the Series 2018 Bond the financial statements of the City for such Fiscal Year,
13 together with an audit report of an independent certified public accountant to the effect that
14 such audit has been conducted in accordance with generally accepted auditing standards and
15 stating whether such financial statements present fairly in all material respects the financial
16 position of the City and the results of its operations and cash flows for the periods covered by
17 the audit report, all in conformity with generally accepted accounting principles applied on a
18 consistent basis. The City shall also furnish to the Bondholder of the Series 2018 Bond, within
19 sixty days after the adoption thereof, the annual budget of the City, and within thirty days
20 after written request therefor such other information, other than any information required or
21 permitted by law to be confidential, respecting the affairs, condition and/or operations,
22 financial or otherwise, of the City, as the Bondholder may reasonably request, including but
23 not limited to a certification as to the absence of any Event of Default and compliance by the
24 City with the covenant of Section 502 of the Bond Resolution.
25
26 (b) The City shall within ten Business Days after it acquires knowledge thereof, notify the
27 Bondholder in writing at the Payment Office of the Lender of the happening, occurrence, or
28 existence of any Event of Default:and any event or condition which with the passage of time
29 or giving of notice, or both, would constitute an Event of Default, and shall provide the
30 Bondholder, with such written notice, a detailed statement by a responsible officer of the City
31 of all relevant facts and the action being taken or proposed to be taken by the City with
32 respect thereto. Regardless of the date of receipt of such notice by the Bondholder, such date
33 shall not in any way modify the date of occurrence of the actual Event of Default.
34
35 (c) It shall be an Event of Default if the City shall fail to observe and perform any covenant,
36 condition or agreement on its part to be observed or performed under this Resolution for a
37 period of thirty days after the earlier of(i) the date written notice specifying such failure and
38 requesting that it be remedied, is given to the City by the Bondholder or (ii) the date the City
39 was required to give notice of the event or condition to the Bondholder pursuant to this
40 Resolution, unless the Bondholder shall agree in writing to an extension of such time prior to
41 its expiration.
42
43 (d) If an Event of Default shall occur, the City shall pay, but only from the Pledged Revenues,
44 the reasonable costs incurred by the Lender in the enforcement of its rights hereunder, under
45 the Bond Resolution and under the Series 2018 Bond, including reasonable attorney's fees and
46 expenses, including in connection with any appeal.
1
2 (e) For purposes of Section 502 of the Bond Resolution, the definition of "Principal and
3 Interest Requirements" shall be applied without the application of clauses (a), (b), (c), (e), (f),
4 (g), (h), (i) and (j) thereof, and shall include all principal and interest required to be paid on
5 Outstanding Bonds during the relevant Fiscal Year.
6
7 (f) For purposes of Section 209 of the Bond Resolution, the definition of "Principal and
8 Interest Requirements" shall be applied without the application of clause (b)thereof.
9
10 (g) Section 209(1) shall be applied by inserting at the end thereof: "Adopted increases which
11 are not effective (that is, actually being or to be collected) in the then-current or the
12 succeeding fiscal year shall not be taken into account.
13
14 (h) Section 209(4) shall be applied only to the extent that the period for which the
15 Assessments or Impact Fees have been imposed and the anticipated receipts therefrom
16 substantially correspond to the Principal and Interest Requirements of the proposed Additional
17 Bonds (or are otherwise acceptable to the Lender).
18
19 (i) Section 210(f) of the Bond Resolution shall be applied by inserting the words "in either the
20 Maximum Principal and Interest Requirements or" after the word "increase."
21
22 (j) Section 212(a) of the Bond Resolution shall not be applicable.
23
24 (k) As a condition to any amendment to any Bonds, Alternative Parity Debt or Short Term
25 Indebtedness that would change the Principal and Interest Requirements applicable thereto,
26 the City shall satisfy the requirements of either Section 209(c) or 210(f) of the Bond
27 Resolution as if the amended Bonds,Alternative Parity Debt or Short Term Indebtedness was
28 newly incurred on the effective date of the amendment.
29
30 (1) The City shall not consolidate any Separate System into the Utility System pursuant to
31 Section 710 of the Bond Resolution unless, in addition to the requirements of said Section
32 710, such Separate System consists only of land, structures and facilities used or useful for the
33 collection,transmission, treatment, disposal and reclamation of sewage and stormwater runoff
34 and for the cooling, supply, storage, treatment, transmission and distribution of potable and
35 non-potable water,which may include chilled water.
36
37 (m)No modification or amendment of this Resolution or of any resolution amendatory hereof
38 or supplemental hereto may be made except with the written.consent of the Bondholder. No
39 modification or amendment to Sections 209 through 212, Article V, Sections 701 and 706,
40 Article VIII, Article X and Article XI of the Bond Resolution (or the definitions referenced
41 therein) may be made without the written consent of the Bondholder.
42
43 Section 13. Resolution to Constitute a Contract. In consideration of the purchase and
44 acceptance of the Series 2018 Bond authorized to be issued hereunder by those who shall be
45 the holders thereof from time to time, this Resolution shall constitute a contract between the
46 City and such holders, and all covenants and agreements herein and in the Bond Resolution
1 set forth to be performed by the City shall be for the equal benefit and security of all of the
2 holders.
3
4 Section 14. No Implied Beneficiary. With the exception of any rights herein expressly
5 conferred, nothing expressed or mentioned in or to be implied from this Resolution or the
6 Series 2018 Bond is intended or shall be construed to give any person other than the City, the
7 Lender and the Bondholder, any legal or equitable right, remedy or claim under or with
8 respect to this Resolution or the Bond Resolution or any covenants, conditions, and provisions
9 herein contained; this Resolution and the Bond Resolution and all of the covenants, conditions
10 and provisions hereof and thereof being intended to be and being for the sole and exclusive
11 benefit of the City, the Lender and the Bondholder.
12
13 Section 15. Severability. If any provision of this Resolution shall be held or deemed to
14 be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not
15 effect any other provision herein or render any other provision (or such provision in any other
16 context) invalid, inoperative or unenforceable to any extent whatsoever.
17
18 Section 16. Repealer. All Resolutions or parts thereof of the City in conflict with the
19 provisions herein contained or, to the extent of any such conflict, hereby superseded and
20 repealed.
21
22 Section 17: This Resolution shall take effect immediately upon its passage.
23
24 PASSED AND ADOPTED this 5th day of June, 2018.
25 CITY OF BOYNTON BEACH, FLORIDA
26
27 YES NO
28
29 Mayor—Steffen B. Grant
30
31 Vice Mayor—Christina Romelus
32
33 Commissioner—Justin Katz
34
35 Commissioner—Mack McCray ✓'
36
37 Commissioner—Joe Casello J
38
39
40 VOTE
41 ATTEST:
42
43
44 Jucji h Pyle, CMC
45 Ci0 Clerk
EXHIBIT A
ECentrState
NON-BINDING PROPOSAL
May 4, 2018
City of Boynton Beach, FL Commissioners
100 East Boynton Beach Boulevard
Boynton Beach, FL 33435
Dear Commissioners:
CenterState Bank, N.A. ("CenterState Bank") is pleased to have the opportunity to consider your loan
request. This letter is a Non-Binding Proposal. All quoted rates are applicable for closing held on or before
April 30,2018.
Borrower: City of Boynton Beach, Florida (The"City"or"Borrower")
Reference: City of Boynton Beach, Florida—Non-Bank Qualified Tax-Exempt Financing
Request for Proposal. Utility System Revenue Bond, Series 2018
Purpose: The Series 2018 Bond proceeds will be used to refinance the cost of a District
Energy System (DES)that is being constructed to provide cooling energy to groups
of buildings located within a centralized geographic area. A central plant contains
all the equipment used to cool the water (cooling tower, pump and chiller
equipment) and this cooled water is pumped through a looped piping system to
buildings where the warm air from the building is blown over coils containing the
chilled water from the plant cooling the air.
Loan Amount: Not to Exceed $11,100,000 (Eleven Million One Hundred Thousand Dollars)
Rates: All quoted rates are applicable for closing held on or before June 30, 2018.
Security: The principal and interest on the 2018 Bond will be payable solely from and
secured by a pledge of the Pledged Revenues, which include (i) Net Revenues of
the System, (ii) certain Impact Fees, and (iii) subject to application thereof as
provided in the Resolution, amounts in certain funds and accounts established
under the Resolution. No Debt Service Reserve Fund will be funded for the 2018
Bond. The lien of the 2018 Bond on the Pledged Revenues will be on parity with
the 2002 Bonds, 2012 Bonds, 2016 Bond and any Additional Bonds issued under
the Utility System Bond Resolution.
1
NON-BINDING PROPOSAL
Non-Bank Qualified Tax Exempt:
15 YR Maturity Date: November 1, 2032(Approximately 15 years from closing)
Interest Rate: 3.30% Non-Bank-Qualified Tax Exempt Fixed Rate based on 30/360 day-
count basis
Default Rate: 6.30%
Repayment Terms: 15 years principal +interest payments.
Interest Payment Dates: Semiannually May 1 and November 1,
commencing Nov 1, 2018
Principal Payment Dates: November 1st of each year, commencing
November 1, 2019. Principal Payments per Exhibit A of subject RFP.
20 YR Maturity Date: November 1, 2037(Approximately 20 years from closing)
Interest Rate: 3.60% Non-Bank-Qualified Tax Exempt Fixed Rate based on 30/360 day-
count basis
Default Rate: 6.60%
Repayment Terms: 20 years principal + interest payments.
Interest Payment Dates: Semiannually May 1 and Nov 1, commencing Nov
1, 2018
Principal Payment Dates: November 1st of each year, commencing
November 1, 2019. Principal Payments per Exhibit A of subject RFP.
Prepayment Provisions: Prepayable in whole or in part at any time.
Legal Counsel Fees: $6,800
Late Fees: Bank may at its option collect from the Borrower a late charge of five
percent(5.00%) of any payment not received by Bank within ten (10) days
after the payment is due.
Event of Default: Upon an event of default as described in the bond resolution, the holder
may recover from the Borrower all expenses incurred including without
limitation reasonable attorney's fees, at all levels of proceedings, whether
incurred in connection with collection, bankruptcy, proceedings, trial,
appeal or otherwise.
2
CenterS.tate
NON-BINDING PROPOSAL
Covenants: 1.)The City will provide a copy of its comprehensive annual financial report
(CAFR)within 270 days of FY end and the City's Budget within 60 days of
adoption.
2.) Borrower shall provide such other information as is reasonably
requested by the Bank.
3.) Upon request of Bank, Borrower shall provide a no default and
covenant compliance certificate.
4.) Other usual and customary covenants for a transaction of this type,
substantially as in the City's existing Utility System Bond Resolution.
5.) The interest rate will be adjusted to provide the Bank with the same
after-tax yield if there is a determination of taxability with respect to the
Loan as a result of any action or inaction of the Borrower.
6.) The Bank will require delivery of the opinions of bond counsel and the
City attorney in form and substance satisfactory to the Bank.
7.) Loan documents to be reviewed and approved by Bank's bond counsel.
Whether issued as parity debt or alternative parity debt under the existing
Utility System Bond Resolution, the following points will need to be
addressed in the loan documentation to the satisfaction of the Bank:
a) for purposes of the rate covenant, principal and interest
requirements must include all debt service actually paid on parity debt
during the relevant measurement period;
b) for purposes of the additional parity debt test, principal and
interest requirements shall include projected long term debt service on any
interim bonds;
c) the additional parity debt test shall be met with respect to the
issuance(or material modification, including a conversion)of any additional
parity debt (other than refunding debt as described below), unless waived
by the Bank;
d) refunding debt shall not be required to meet the additional
parity debt test if there is no increase in maximum annual debt service;
e) for purposes of the additional parity debt test, revenue
adjustments (i) for rate increases shall only be included to the extent then
being collected (i.e, excluding future rate increases) and ii) relating to
assessments or impact fees to becollected in the future shall only be taken
into account only if approved by the Bank;
f) no separate system shall be combined into the System without
the consent of the Bank; and
g) amendments affecting the loan or the security therefor shall
require the consent of the Bank.
8.)Anti-dilution test and rate covenant conforming to City's existing
covenants(subject to the preceding paragraph)and deemed satisfactory to
the Bank.
Conditions: 1.) CenterState Bank requests (but not required) the City to maintain a
checking account with the Bank
3
NON-BINDING PROPOSAL
This Non-Binding Proposal is solely and exclusively intended to serve as a summary of potential
credit facility terms and conditions as a basis for preliminary discussion purposes only and to
demonstrate CenterState Bank's interest in reviewing your loan request and, subject to CenterState
Bank's underwriting requirements, and submission of your request for approval. This proposal
may not include all of the terms and provisions that may be contained in any binding commitment
letter which may later be offered to you. No oral communications between the parties shall be
deemed to supersede this Non-Binding Proposal or indicate any commitment to extend credit in any
form.
Upon approval of your loan, a commitment letter signed by a CenterState Bank officer will be
provided to you for your consideration.
Sincerely,
5/04/2018
Ja rod Trefelner Date
Vice President&Commercial Lender
Acceptance:
- By accepting this Non-Binding Proposal you acknowledge and agree to the terms hereof, including
without limitation the non-binding nature of this Proposal.
City of Boynton Beach, FL Commissioners Date
Contact Information:
Jarrod Trefelner I VP I Commercial Loan Officer
5001 Okeechobee Rd I Fort Pierce,FL 34947
Cell 772.201.4991 I Office 772.293.0636 I Fax 772.460.2332
JTrefeIner@centerstatebank.com
NMLS ID 1189742
4
EXHIBIT B
No. R-1 $11,065,000.00
City of Boynton Beach,Florida
Utility System Revenue Bond, Series 2018
Maturity Date Interest Rate Original Issue Date
November 1, 2037 3.60% June 8, 2018
BONDHOLDER: CenterState Bank,N.A.
PRINCIPAL AMOUNT: Eleven Million Sixty-Five Thousand and No/100 Dollars
The City of Boynton Beach, Florida(herein called the "City"), a political subdivision and
public body politic and corporate of the State of Florida, duly organized and operating under the
constitution and laws of the State of Florida,is justly indebted to and hereby promises to pay to the
Bondholder shown above or to the registered assigns thereof(the"Bondholder")on the date specified
above(or earlier as hereinafter referred to), the principal sum shown above,or such lesser amount
as shall be outstanding hereunder,and interest on such principal sum from the date hereof at the rate
per annum specified above (subject to adjustment as hereinafter provided), computed on the basis
of a 360-day year consisting of twelve 30-day months,until payment of such principal sum.
The principal hereof shall be repaid in installments, due on November 1 of the years and in
the amounts set forth in the following table, and on November 1, 2037 the entire outstanding
principal balance hereof plus all accrued and unpaid interest thereon shall be paid in full:
Year Principal Due
2019 $415,000.00
2020 430,000.00
2021 445,000.00
2022 465,000.00
2023 480,000.00
2024 495,000.00
2025 515,000.00
2026 535,000.00
2027 550,000.00
2028 570,000.00
2029 595,000.00
2030 615,000.00
2031 635,000.00
2032 660,000.00
2033 680,000.00
2034 705,000.00
2035 730,000.00
2036 760,000.00
2037 All remaining principal
Interest on the outstanding principal balance shall be paid in arrears,on the first day of each
May and November, commencing November 1, 2018.
Prepayments of principal,in whole or in part,may be made by the City on any Business Day.
The City shall provide the Bondholder with at least three days' prior written notice of any
prepayment,which notice may be conditional or revocable by the City. The City shall also pay the
interest accrued on any principal being prepaid.Prepayments of less than the entire principal balance
hereof shall be applied to the remaining scheduled installment(s) of principal to be paid hereon in
the inverse order of the due dates thereof,or in such other order as agreed upon in writing by the City
and the Bondholder.
All payments made by the City to the Registered Holder shall be applied first to accrued
interest,then to any other amounts as shall be owing by the City to the Registered Holder hereunder,
and then to principal.
All payments hereon shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts,and shall be made
by wire transfer by the City to the Registered Holder in accordance with written instructions
provided by the Registered Holder to the City, or in such other manner as may be agreed upon by
the City and the Registered Holder. The place of payment designated by the Bondholder being
referred to as the "Payment Office of the Lender." Presentment of this Bond is not required for
payment hereof.
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; and
(2) "Determination of Taxability"shall mean the circumstance of interest payable
on this Bond becoming includable for federal income tax purposes in the gross income of the
Bondholder hereof as a consequence of any act or failure to act by the City.A Determination
of Taxability shall be evidenced by (i) the issuance by the Internal Revenue Service of a
statutory notice of deficiency or other written notification which holds in effect that the
interest payable with respect to this Bond is includable for federal income tax purposes in the
gross income of the Bondholder,which notice or notification is not contested by either the
City or the Bondholder, or(ii) a determination by a court of competent jurisdiction that the
interest payable with respect to this Bond is includable for federal income tax purposes in the
gross income of the Bondholder,which determination either is final and non-appealable or
is not appealed within the requisite time period for appeal, or(iii)the admission in writing
by the City that interest payable with respect to this Bond is includable for federal income
tax purposes in the gross income of the Bondholder,in each case solely due to an action or
a failure to act by the City.
Upon the occurrence of a Determination of Taxability,the interest rate on this Bond shall be
adjusted to a rate equal to the lesser of the maximum lawful rate or 3.60%divided by one minus the
Maximum Corporate Tax Rate(hereinafter defined) (the "Adjusted Interest Rate"), as of and from
the date such determination would be applicable with respect to this Bond(the"Accrual Date");and
(i) the City shall on the next May 1 or November 1, whichever is first, pay to the Bondholder an
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November 1, and (2) any penalties, fines, fees, costs and interest required to be paid by the
Bondholder to the Internal Revenue Service as a result of such Determination of Taxability; and (ii)
from and after the Determination of Taxability, this Bond shall continue to bear interest at the
Adjusted Interest Rate for the period such determination continues to be applicable with respect to
this Bond. 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.
"Maximum Corporate Tax Rate" means the highest marginal rate of United States income
tax imposed on the taxable income of the Bondholder pursuant to the Code.
After the occurrence of any default under the hereinafter described Resolution,
notwithstanding any other terms hereof or of the Resolution, the Interest Rate on this Bond shall be
adjusted to the lesser of 6.60% per annum and the maximum rate allowed under applicable law.
This Bond is one of a series of Bonds designated "Utility System Revenue Bond, Series
2018" the "Series 2018 Bond "), issued by the City pursuant to Resolution No. 92 -96 adopted by the
City Commission of the City on June 16, 1992, as amended and supplemented (the 'Bond
Resolution "), particularly as amended and supplemented by that certain resolution adopted by the
City Commission of the City in furtherance of the Bond Resolution on June 5, 2018 (the "Series
Resolution" and, together with the Bond Resolution, the "Resolution "). This Bond is secured by and
is payable under the Resolution as a "Bond" thereunder, on a parity with all other Bonds thereunder
to the extent provided therein.
Reference is made to the Resolution for a more complete statement of the provisions thereof
and of the rights and duties of the City, the Bond Registrar and the owners of Bonds. Copies of the
Resolution are on file and may be inspected at the offices of the City. By the purchase and
acceptance of this Bond, the holder hereof signifies assent to all of the provisions of the Resolution.
IN WITNESS WHEREOF, the City of Boynton Beach, Florida by resolution duly adopted
by its City Commission, has caused this Bond to be signed by its Vice -Mayor and to be attested by
its City Clerk and the official seal of the City to be impressed hereon, all as of the 8th day of June,
2018.
[SEAL]
CITY OF BOYNTON BEACH, FLORIDA
By:
May r`
ATTEST:
'Z
By:
'�ity Clerk
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CERTIFICATE OF AUTHENTICATION
This Bond is the Bond of the series designated herein and issued under the provisions of the
within - mentioned Resolution.
City Clerk of the City of Boynton Beach, Florida,
as Bond Registrar
By:.p ,
CO Clerk
Date of authentication: June 8, 2018
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TRANSCRIPT OF PROCEEDINGS
$11,065,000
CITY OF BOYNTON BEACH, FLORIDA
UTILITY SYSTEM REVENUE BOND, SERIES 2018
DATED JUNE 8, 2018