RFP_25-32_2025_Utility_Revenue_Loan.pdf

CITY OF OVIEDO, FLORIDA

REQUEST FOR BANK LOAN PROPOSALS (RFBLP #25-32):

TAX-EXEMPT, NON-BANK QUALIFIED BANK LOAN

(UTILITY REVENUE)

RFBLP Issue Date: March 31, 2025

Proposal Due Date: April 18, 2025 @ 3:00 pm (Eastern)

TABLE OF CONTENTS

A. PURPOSE

B. STRUCTURE OF FINANCING (OPTION A)

C. STRUCTURE OF FINANCING (OPTION B)

D. SECURITY FOR THE LOAN

E. TAX-EXEMPT OBLIGATION

F. NO YIELD MAINTENANCE COVENANTS

G. ACCELERATION

H. DOCUMENTATION

I. PROPOSAL FORMAT & SELECTION CRITERIA

J. MISCELLANEOUS

I. TENTATIVE SCHEDULE*

J. RFBLP INSTRUCTIONS

APPENDIX A – Outstanding Senior Lien Utility System Debt

APPENDIX B – Historical Utility System Senior Lien Debt Service Coverage

APPENDIX C – Composite Senior Master Utility Resolution, as amended

LINKS

Annual Comprehensive Financial Reports https://cityofoviedo.net/171/Publications-Reports

2024-25 Annual Budget Information:

https://www.cityofoviedo.net/DocumentCenter/View/8247/FY-2024-25-Adopted--Budget-Book

Stormwater Rate Study Report:

https://www.cityofoviedo.net/DocumentCenter/View/8250/2024-Stormwater-Rate-Study-Report

Water, Wastewater, and Reclaimed Water Rate Study:

https://www.cityofoviedo.net/DocumentCenter/View/8251/2024-WSR-Rate-Study-Report-

A. PURPOSE

The City of Oviedo, Florida (the “City”) is seeking proposals from qualified financial institutions for a non-bank qualified, tax-exempt bank loan (the "Loan" or the “Note”). The proceeds of the Loan will be used, along with other available funds of the City to (a) provide funding for capital improvements to the City’s stormwater utility system and (b) fund the cost of issuance associated with the Loan.

The City shall accept and review proposals from qualified financing institutions based upon the proposed financing structures below. The City will select the financing that provides the lowest overall borrowing cost to the City and meets the financing requirements of the City. Hilltop Securities Inc. (“HilltopSecurities”), Orlando, Florida, is serving as the City’s Financial Advisor.

The City is requesting two (2) alternative structures for the proposed Loan as follows. However, the City will select only one (1) option based upon responses received in its sole discretion.

- Option A: Interim financing through a variable rate line of credit in an amount not-to-exceed $10,000,000. The Loan will be subordinate to the City’s outstanding senior lien utility revenue bonds.

The Loan is expected to be refinanced at or prior to its final term from proceeds of a future long-term borrowing of the City.

- Option B: Fixed rate term loan in an amount not-to-exceed $17,700,000. The Loan will be on parity with the City’s outstanding senior lien utility revenue bonds.

B. STRUCTURE OF FINANCING (OPTION A)

Facility: Non-Revolving Line of Credit

Amount: Not to Exceed $10,000,000

Closing Date: Expected on or about May 22, 2025

Interest Rate: Non-Bank Qualified, Tax-Exempt variable rate for the entire term of the Line

Prepayment: The City requests the ability to prepay Note in whole or in part at any time without penalty.

Final Maturity: Approximately 3-Years from Closing (estimated June 1, 2028)

Interest Payments Dates: Preferred semi-annually on the 1st day of the applicable month and at Maturity; more frequent payments may be accepted if required by the Lender, commencing December 1, 2025 or earlier if required

Interest Compounding None

Interest Day Count Method Please specify

Principal Payment Dates: At Final Maturity

C. STRUCTURE OF FINANCING (OPTION B)

Facility: Fixed Rate Loan

Amount: Not to Exceed $17,700,000

Closing Date: Expected on or about May 22, 2025

Interest Rate: Non-Bank Qualified, Tax-Exempt fixed rate for the entire term of the Loan

Prepayment: The City requests the ability to prepay the Loan without penalty in whole or in part at any time; alternative prepayment options may be considered.

Final Maturity: October 1, 2040

Interest Payments Dates: Semiannually on April 1st and October 1st, commencing

October 1, 2025

Interest Compounding None

Interest Day Count Method Please specify

Principal Payment Dates: Annually, commencing October 1, 2026. See Appendix A for preliminary principal amortization schedule.

D. SECURITY FOR THE LOAN

Option A. The Loan will be secured by and payable from a subordinate lien on Net Revenues of the City’s water, sewer, reuse and stormwater utility system. Net Revenues mean the Gross Revenues after deduction of the Cost of Operation and Maintenance. The Loan shall not be considered a general obligation of the City and neither the full faith and credit nor taxing power of the City, the State of Florida or any political subdivision thereof will be pledged to the payment of the Loan. The Loan will be junior and subordinate to the City’s outstanding Utility System Revenue Note, Series 2007, which is currently outstanding in the amount of $763,000, the Utility Refunding Revenue Note, Series 2014, which is currently outstanding in the amount of $5,670,000, the Utility Refunding Revenue Note, Series 2014A, which is currently outstanding in the amount of $366,000, the Utility Refunding Revenue Note, Series 2017, which is currently outstanding in the amount of $2,750,000, and the Utility Refunding and Revenue Bonds, Series 2020A (the “Series 2020A Bonds”), which are outstanding in the amount of $26,075,000. The Loan will not be secured by the Reserve Account or any amounts on deposit therein.

Option B. The Loan will be secured by and payable from i) Net Revenues of the City’s water, sewer, reuse and stormwater utility system, ii) Sewer System Development Charges, iii) Water System Development Charges, and iv) the moneys on deposit in certain funds and accounts established under the Master Utility Resolution (collectively, the “Senior Lien Pledged Revenues”). The Loan will be on parity with the City’s existing senior lien utility revenue obligations. Net Revenues mean the Gross Revenues after deduction of the Cost of Operation and Maintenance. The Loan shall not be considered a general obligation of the City and neither the full faith and credit nor taxing power of the City, the State of Florida or any political subdivision thereof will be pledged to the payment of the Loan. The Loan will be on parity with City’s outstanding Utility System Revenue Note, Series 2007, which is currently outstanding in the amount of $763,000, the Utility Refunding Revenue Note, Series 2014, which is currently outstanding in the amount of $5,670,000, the Utility Refunding Revenue Note, Series 2014A, which is currently outstanding in the amount of $366,000, the Utility Refunding Revenue Note, Series 2017, which is currently outstanding in the amount of $2,750,000, and the Utility Refunding and Revenue Bonds, Series 2020A, which are outstanding in the amount of $26,075,000. Although a portion of the debt service on the parity obligations is payable from the Sewer System Development Charges and the Water System Development Charges, the Loan may not be repaid by, and is not secured by, any Sewer System Development Charges or Water System Development Charges. The Expansion Percentages for the Loan are zero percent (0%). The Loan will not be secured by the Reserve Account or any amounts on deposit therein. See Appendix D for the Utility Master Resolution, that includes Resolution No. 545-05 as amended to date.

Additional Senior Debt. The City shall have the right to issue additional senior lien bonds, notes or other debt obligations secured by the Senior Lien Pledged Revenues on a parity with the Loan (or senior to the Loan under Option A), provided that the City meets the additional bonds test outlined in the Senior Utility Resolution. This includes Net Revenues, as may be adjusted, in 12 consecutive out of the 24 months preceding the date of the additional parity debt is equal to not less than 1.25x the maximum annual debt service becoming due in any bond year on all senior obligations then outstanding and on the proposed additional parity obligations. See the Utility Master Resolution for further detail (Appendix D).

Additional Subordinate Debt (Option A). The Utility Master Resolution does not restrict the City’s ability to issue additional subordinate obligations. The City proposes to include a covenant, while the Loan is outstanding (under Option A), that City shall have the right to issue additional subordinate lien obligations on parity to the proposed Loan if Net Revenues, as may be adjusted as provided in the Senior Utility Resolution, in 12 consecutive out of the 24 months preceding the date of the additional subordinate debt is equal to not less than 1.25x the maximum annual debt service becoming due in any bond year on all senior and subordinate obligations then outstanding and on the proposed additional subordinate obligations. For purposes of this test, “balloon” indebtedness shall mean 25% or more of the original principal amount of an obligation coming due in one bond year. Balloon indebtedness shall be assumed to amortize over approximately 20-years with approximately equal annual debt service at the fixed rate on the obligation, or if interest is variable based upon the Revenue Bond Index published no more than 3-weeks prior to the issuance of the additional subordinate debt.

Rate Covenant. For purposes of Option B, the City shall fix, establish, revise from time to time whenever necessary, maintain and collect always such fees, rates, rentals, and other charges for the use of the products, services and facilities of the Utility System which will always provide Net Revenues in each year sufficient to pay the lesser of either (i) the aggregate of 110% of the bond service requirement becoming due in such year on the outstanding senior lien bonds or (ii) the aggregate of 100% of the bond service requirement as the same become due in such year, provided that Net Revenues, Sewer System Development Charges and Water System Development Charges in such year are sufficient to pay the aggregate of 125% of the bond service requirement becoming due in such year on the outstanding senior lien bonds. See the Utility Master Resolution for further detail (Appendix D).

For purposes of Option A, the City shall fix, establish, revise from time to time whenever necessary, maintain and collect always such fees, rates, rentals, and other charges for the use of the products, services and facilities of the Utility System which will always provide Net Revenues in each year sufficient to pay the aggregate of 110% of the bond service requirement becoming due in such year on the outstanding senior lien bonds and subordinate lien obligations. For purposes of this covenant, “balloon” indebtedness shall mean 25% or more of the original principal amount of an obligation coming due in one bond year. Balloon indebtedness shall be assumed to amortize over approximately 20-years with approximately equal annual debt service at the fixed rate on the obligation, or if interest is variable based upon the Revenue Bond Index published no more than 3-weeks prior to the issuance of the additional subordinate debt.

Additional Amendment. If the City proceeds with Option B, the authorizing documents will provide for consent to a springing amendment to the Master Utility Resolution to add provisions for balloon indebtedness for purposes of the senior lien debt rate covenant and additional senior lien debt test.

E. TAX-EXEMPT OBLIGATION

The City will agree to take such actions as may be required by Treasury regulations in order to maintain the status of the Note as a tax-exempt obligation.

F. NO YIELD MAINTENANCE COVENANTS

The only yield maintenance provision (interest rate adjustment) the City willingly provides is one of taxability imposed by final judgement of the IRS and due from the holder which results solely from the City’s actions or inactions.

G. ACCELERATION

The Loan will not be subject to acceleration of principal under an event of default.

H. DOCUMENTATION

George A Smith PLLC (“Bond Counsel”) shall prepare the Note and other documents to close the Loan. The selected bank will be furnished, without charge to the bank, the opinion of the City’s Bond Counsel, regarding the tax-exempt status of the Loan and approving the legality of the Loan together with the closing certificates and documents related to the transaction.

At closing, the financial institution will be required to make certain certifications, including, but not limited to, signing a closing certificate that:

a. it is making the Loan for its own account, does not currently intend to syndicate the Note, will take no action to cause the Note to be characterized as a security, and will not treat the Note as a municipal security for purposes of the securities law;

b. it is not acting as a broker or other intermediary, and is funding the Note from its own capital for its own account, and not with a present view to a resale or other distribution to the public, and currently intents to hold the Loan to the earlier of maturity or redemption;

c. the Note will not be used in the future on a securitized transaction and is not a municipal security;

d. it understands that the Loan is evidenced by a note and the note is issued in a single denomination equal to the aggregate principal amount of the Loan and may not be transferred except in whole and will not be transferred to any kind of trust under any circumstances, and confirming that it understands the Loan may not be transferred in a denomination less than $100,00 even in whole;

e. the Note will only be sold to a Permitted Lender in whole, with the City’s consent. “Permitted Lender” means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State of Florida;

f. the Lender is a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes; and is an “accredited investor”;

g. it has in its possession or has had access to all material information concerning the security and sources of payment of the Note, and, as a result thereof, is thoroughly familiar with the nature and risks of making the Loan and purchasing the Note. It has been afforded access to all material information and has had sufficient opportunity to discuss the business of the City and the projects financed with the proceeds of the Note, with its officers, employees and others, and has been permitted to make an investigation of the City and its operations. It does not require any further information or data concerning the City. In making the Loan and purchasing the Note, it has relied solely upon its own investigation, examination, and evaluation of the City and other relevant matters, and has not relied upon any statement or materials which have not been supported by its own investigation and examination. It has knowledge and experience in financial and business matters, particularly in tax‐exempt obligations, and is capable of evaluating the merits and risks of making the Loan and purchasing the Note and has determined that it can bear the economic risk of making the Loan and purchasing the Note;

h. it is not funding the Loan 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;

i. it understands that the Loan is not a municipal security but that it does constitute a “Financial Obligation” under the City’s existing Continuing Disclosure Certificate for the Series 2020A Bonds, and a filing with appropriate redactions will be made with respect to the Loan with EMMA, the Municipal Securities Rulemaking Board continuing disclosure site;

j. there will be no CUSIPs obtained on the Loan; and

k. there will be no credit rating obtained on the Loan

The financial institution shall also be required to execute such additional certifications or documents as are customary on similar transactions in Florida, as reasonably determined by Bond Counsel.

I. PROPOSAL FORMAT & SELECTION CRITERIA

Format. In order to assist the City and HilltopSecurities in reviewing the responses, each proposal should include the following information.

(1) The legal name of the Bank and the primary Bank contact person(s) (include address, telephone number, and e-mail address).

(2) Tax-exempt, non-bank qualified interest rate for Option A and/or Option B for the full term of Loan, as applicable for the Option(s). The bidder shall give a stated time in which the proposed rate will be held, as well as the index in which the rate shall be calculated, should the stated time elapse. For Option A, the proposal shall additionally include any minimum draw requirements, draw limitations, and any ongoing expenses that may apply to the Loan (e.g., unutilized fee, if any). For Option B, the proposal should acknowledge the preliminary Loan amortization schedule provided in Appendix A and acknowledge there may be adjustments to the preliminary amortization schedule in order to achieve the desired debt service structure based upon the final interest rate and Loan size.

(3) Describe in detail all fees and expenses which the City will be responsible to pay to the Bank, including its legal counsel. The City has retained Bond Counsel to prepare the Loan documents. The amounts stated in the proposal shall represent the maximum amounts payable to the Bank by the City. All fees and expenses, with the exception of those of Bond Counsel and HilltopSecurities, in excess of those stated in the proposal, shall be the sole responsibility of the Bank, and will not be paid or reimbursed by the City.

(4) A listing of all conditions, covenants, terms or restrictions, other than those specified in this RFBLP, which would be included in your commitment to provide the Note. Certain provision, including but not limited to a covenant default not subject to a cure period, may be deemed non-responsive.

Selection Criteria. Proposals will be evaluated on the basis of cost, structure, and other conditions that best meets the financing requirements of the City. Further, the City will accept proposals that provide for the ability to prepay the Note in whole or in part at any time without penalty; other alternatives may be considered for Option B.

J. MISCELLANEOUS

(1) The City will not accept proposals with reserve requirements or other restrictions to revenues or requirements to maintain minimum balances in any bank account as a condition for the Note.

(2) The City reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive any irregularities or informalities in any proposal or in the bidding, and to accept or reject any items or combination of items. Additionally, the City reserves the right to withdraw this RFBLP at any time in its sole discretion. Further, the City has the right to reject any proposal not meeting the requirements of this request for proposals. Moreover, if the City rejects all proposals, the City reserves the right to negotiate with any of the proposers or any other entity to secure the intended financing. The City reserves the right at any time, including after the opening and review of the proposals, to ask Proposers questions and seek clarification and additional information in regard to the proposals submitted. If a bank financing proposal is selected, the award will be to the financial institution whose response best complies with the requirements set forth in this RFBLP and whose bid, in the opinion of the City and Financial Advisor, is in best interest of the City, taking into consideration all aspects of the proposers’ response. The final award is subject to approval by the City Council and contingent upon execution of a note and/or loan agreement and other closing documents acceptable to the City. The City reserves the right, for any reason, to rescind any award prior to the execution of a note and loan agreement without liability to the City.

(3) Changes to this RFBLP may be made by and at the sole discretion of the City. It is the bidder’s responsibility to check for any addenda. During the proposal evaluation process, the City reserves the right to request additional information or clarifications from the proposers, or to allow, in the City’s sole discretion, corrections of errors or omissions in a proposal.

(4) The City shall not be liable for any expenses incurred in connection with the preparation of a response or proposal to this RFBLP. By submitting a proposal in response to this request for proposals, Proposers waive and release any and all right to make claims for reimbursement of proposal preparation costs against the City and its officers, officials, employees, attorneys and agents.

(5) All requests for clarification or additional information should be received no later than 3 pm Eastern on April 10, 2025 directed via email to:

and

City of Oviedo Hilltop Securities Jacqueta Scott Joel Tindal

Purchasing Manager Managing Director jscott@cityofoviedo.net joel.tindal@hilltopsecurities.com

(6) Federal, State, City and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the Bank will in no way be a cause for relief from responsibility.

(7) No successful offeror may assign any portion of the contractual agreement between the parties without prior written authorization by the City.

(8) Warranties – The offeror, in submission of its proposal, warrants to the City that it will comply with all applicable federal, state and local laws, regulations and orders in providing the services under the proposed documents.

(9) Public Records Law. In accordance with Chapter 119, Florida Statutes, the Public Records Act, all Proposers should be aware that this Request for Proposals, and Proposals submitted in response thereto, are made in the public domain, and are subject to disclosure, except to the extent expressly exempted or made confidential under the Public Records Act. In accordance with Section 119.071(1)(b), Florida Statutes, Proposals submitted in response to this Request for Proposals are temporarily exempt from public disclosure until such time as the City provides notice of an intended decision, or until thirty (30) days after opening the Proposals, whichever occurs earlier. The Proposal submitted by you may contain information, which is designated “confidential” or “exempt” from disclosure under the Public Records Act and other applicable laws. If your Proposal contains such information, you are required to advise the City with specificity the applicable law making those provisions exempt or confidential from disclosure and the specific information considered exempt.

A generic notation that information is “exempt” or "confidential" will not suffice. Failure to provide a detailed explanation and justification including statutory cites and specific reference to your Proposal detailing what provisions, if any, you believe are exempt from disclosure, may result in your Proposal or any portion thereof, being subject to disclosure in accordance with Chapter 119 of the Florida Statutes. If the City determines that the cited provisions of law are inapplicable or otherwise do not justify exemption or confidentiality, the City shall have the right to release such information and records for public inspection and copy in accordance with the Public Records Act.

By submitting a proposal, the Proposer holds the City and its officers, officers, employees, attorneys and agents harmless concerning the disclosure of information contained within the Proposal.

(10) Discrimination; Florida Statutes, 287.134(2)(a): An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity;

and may not transact business with any public entity.

(11) Prohibition Against Considering Social, Political Or Ideological Interests In Government Contracting -- F.S. 287.05701: Bidders are hereby notified of the provisions of section 287.05701, Florida Statutes, as amended, that the City will not request documentation of or consider a Bidder's social, political, or ideological interests when determining if the Bidder is a responsible Bidder.

Bidders are further notified that the City's governing body may not give preference to a Bidder based on the Bidder's social, political, or ideological interests.

(12) Public Entity Crime; Florida Statutes, 287.133(2)(a): A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

(13) Human Trafficking; Florida Statutes 787.06: Proposers are hereby notified that the selected bank will be required to provide an Anti-Human Trafficking Affidavit to comply with the requirements of Section 787.06(13), Florida Statutes which became effective July 1, 2024.

I. TENTATIVE SCHEDULE*

March 31, 2025 Issue Request for Bank Loan Proposals (RFBLP) April 10, 2025 Deadline to submit written questions (3:00 P.M. Eastern) April 18, 2025 Responses to RFBLP Due prior to 3:00 P.M. Eastern May 19, 2025 City Council Meeting – Approval of Resolution & Loan Agreement May 22, 2025 Closing of the Loan (estimated)

*Preliminary and subject to change.

J. RFBLP INSTRUCTIONS

All bids must be delivered via email to the City with a copy to the City’s Financial Advisor, HilltopSecurities, before 3:00 PM on April 18, 2025 Eastern Standard Time as follows:

City of Oviedo

Jacqueta Scott, Purchasing Manager jscott@cityofoviedo.net with a copy to

HilltopSecurities Joel Tindal, Managing Director joel.tindal@hilltopsecurities.com

The City shall not bear the responsibility for proposals delivered to the City past the stated date and/or time indicated, or to an incorrect email address by proposer’s personnel.

APPENDIX A

PRELIMINARY LOAN PRINCIPAL AMORTIZATION

(OPTION B)

*Preliminary and subject to change.

Payment

Date Principal*

10/1/2026 $855,000

10/1/2027 893,000

10/1/2028 933,000

10/1/2029 974,000

10/1/2030 1,017,000

10/1/2031 1,063,000

10/1/2032 1,110,000

10/1/2033 1,159,000

10/1/2034 1,211,000

10/1/2035 1,265,000

10/1/2036 1,321,000

10/1/2037 1,380,000

10/1/2038 1,441,000

10/1/2039 1,506,000

10/1/2040 1,572,000

Total $17,700,000

APPENDIX B

OUTSTANDING UTILITY SENIOR LIEN DEBT*

*Represents outstanding senior lien debt service only and does not include outstanding subordinate lien SRF loans that were outstanding in a combined principal amount of approximately $1.8 million as of September 30, 2024.

Year

Ending

Series 2007

Note D/S

Series 2014

Note D/S

Series 2014A

Note D/S

Series 2017

Note D/S

Series 2020A

Bonds D/S

Aggregate

Senior

Principal

Aggregate

Senior

Interest

Aggregate

Senior

Total P&I

10/1/2025 $274,452 $452,275 $375,150 $440,025 $1,716,750 $1,824,000 $1,434,652 $3,258,652

10/1/2026 273,995 870,565 439,549 1,697,500 1,914,000 1,367,609 3,281,609

10/1/2027 274,190 875,978 439,782 1,692,750 1,988,000 1,294,700 3,282,700

10/1/2028 874,480 439,695 1,961,750 2,057,000 1,218,925 3,275,925

10/1/2029 876,268 440,288 1,960,750 2,140,000 1,137,305 3,277,305

10/1/2030 877,210 439,531 1,957,500 2,222,000 1,052,241 3,274,241

10/1/2031 875,308 440,455 1,927,000 2,279,000 963,762 3,242,762

10/1/2032 877,625 1,925,500 1,930,000 873,125 2,803,125

10/1/2033 2,861,500 2,070,000 791,500 2,861,500

10/1/2034 2,868,000 2,180,000 688,000 2,868,000

10/1/2035 2,860,800 2,260,000 600,800 2,860,800

10/1/2036 2,870,400 2,360,000 510,400 2,870,400

10/1/2037 2,866,000 2,450,000 416,000 2,866,000

10/1/2038 2,868,000 2,550,000 318,000 2,868,000

10/1/2039 2,861,000 2,645,000 216,000 2,861,000

10/1/2040 2,865,200 2,755,000 110,200 2,865,200

Total $822,637 $6,579,708 $375,150 $3,079,325 $37,760,400 $35,624,000 $12,993,219 $48,617,219

Senior Lien

APPENDIX C

HISTORICAL UTILITY SYSTEM DEBT SERVICE COVERAGE

APPENDIX D

COMPOSITE

SENIOR LIEN UTILITY MASTER RESOLUTION, AS AMENDED

RESOLUTION NO. 545‐95,

AS AMENDED THROUGH NOVEMBER 2, 2020

A RESOLUTION OF THE CITY OF OVIEDO, FLORIDA, AUTHORIZING THE

ISSUANCE OF NOT EXCEEDING $6,100,000 UTILITY REVENUE BONDS;

AUTHORIZING THE ISSUANCE OF UTILITY REVENUE BONDS, SERIES 1995

TO FINANCE THE COST OF CONSTRUCTING AND ACQUIRING CERTAIN

ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE ISSUERʹS

UTILITY SYSTEM; PLEDGING THE NET REVENUES OF THE UTILITY

SYSTEM OF THE ISSUER AND CERTAIN OTHER LEGALLY AVAILABLE

FUNDS OF THE ISSUER FOR THE PAYMENT OF SUCH UTILITY REVENUE

BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH

BONDS; AUTHORIZING THE ISSUANCE OF SUCH BONDS IN VARIOUS

SERIES; MAKING OTHER COVENANTS AND AGREEMENTS IN

CONNECTION THEREWITH; REPEALING RESOLUTION NOS. 503‐94 AND

515‐94; AND PROVIDING AN EFFECTIVE DATE.

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OVIEDO, FLORIDA:

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes, and other applicable provisions of law.

SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations.

ʺAcquired Obligationsʺ shall mean and include any of the following securities, if and to the extent the same are at the time legal for investment of funds of the Issuer:

(i) any bonds or other obligations which as to principal and interest constitute direct obligations of, or are unconditionally guaranteed by, the United States of

America, including obligations of any Federal agency or corporation which has been or may hereafter be created pursuant to an act of Congress as an agency or instrumentality of the United

States of America to the extent unconditionally guaranteed by the United States of America

(including but not limited to obligations of the Resolution Funding Corporation) or any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this clause (i) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the obligations described in this clause (i), and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; and

(ii) any bonds or other obligations of (a) the State of Florida or (b) any state or governmental unit thereof, the interest on which is excluded from gross income for federal income tax purposes and which are rated at such time in the then highest rating category of two or more nationally recognized municipal rating agencies; and

(iii) any bonds or other obligations of any state of the United States of

America or of any agency, instrumentality or local governmental unit of any such state (a) which are not callable at the option of the obligor prior to maturity or as to which irrevocable notice has been given by the obligor to call such bonds or obligations on the date specified in the notice, (b) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund is sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (iii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (iii), as appropriate.

With respect to the Series 1995 Bonds, the definition of Acquired Obligations set forth above may be further limited as set forth in a supplemental resolution of the Issuer adopted prior to the issuance of the Series 1995 Bonds.

ʺAdditional Parity Obligationsʺ shall mean additional obligations issued in compliance with the terms, conditions and limitations contained herein and which (i) shall have a lien on the

Pledged Revenues equal to that of the Series 1995 Bonds, (ii) shall be payable from the Pledged

Revenues on a parity with the Series 1995 Bonds, and (iii) rank equally in all other respects with the Series 1995 Bonds.

ʺAmortization Installmentʺ shall mean an amount designated as such by supplemental resolution of the Issuer and established with respect to any Term Bonds.

ʺAuthorized Newspapersʺ shall mean a financial newspaper of general circulation in the

Borough of Manhattan, City and State of New York (including, at such times as they are published, The New York Times, The Daily Bond Buyer or The Wall Street Journal).

ʺAverage Annual Bond Service Requirementʺ shall mean, as of each date on which a series of Bonds is issued, the total amount of Bond Service Requirement which is to become due on all Bonds deemed to be Outstanding immediately after the issuance of such series of Bonds divided by the total number of years for which Bonds are deemed to be Outstanding, except that with respect to any Bonds for which Amortization Installments have been established, the amount of principal coming due on the final maturity date with respect to such Bonds shall be reduced by the aggregate principal amount of such Bonds that are to be redeemed from

Amortization Installments to be made in prior Bond Years.

ʺBond Anticipation Notesʺ shall mean notes of the Issuer issued in anticipation of any

Series of Bonds and shall be secured by a first lien on the proceeds of the Bonds for which such

Bond Anticipation Notes were issued.

ʺBond Service Fundʺ shall mean the Bond Service Fund created and established pursuant to Section 16 hereof.

ʺBond Insurance Policy,ʺ with respect to any Series of Bonds, shall mean the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees payment of principal of and interest on such Series of Bonds.

ʺBond Insurer,ʺ with respect to any Series of Bonds, shall mean the Person who provides the Bond Insurance Policies designated in a supplemental resolution of the Issuer.

ʺBond Service Requirementʺ shall mean, for any Bond Year, at any time, the amount required to be deposited in such Bond Year into the Bond Service Fund, as provided herein. In calculating such amount, the Issuer shall subtract therefrom any amounts to be transferred from the Construction Fund for the purpose of paying interest on the Bonds. With respect to Variable

Rate Bonds, if any, the interest rate used to calculate the Bond Service Requirement shall be assumed to be the highest variable rate borne over the preceding twenty‐four (24) months by

Outstanding Variable Rate Bonds issued under this Resolution or, if no such Variable Rate

Bonds are at the time Outstanding under this Resolution, by variable rate debt for which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued. If Bonds are Option

Bonds, the date or dates of tender shall be disregarded, unless actually tendered and not remarketed, and the stated maturity dates thereof shall be used for purposes of this calculation, if such Option Bonds are required to be paid from Pledged Revenues hereunder on such date of tender.

ʺBondsʺ shall mean (i) the Utility Revenue Bonds, Series 1995 herein authorized to be issued and (ii) any Additional Parity Obligations issued hereafter in accordance with the provisions hereof.

ʺBond Counselʺ shall mean any attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.

ʺBond Service Fundʺ shall mean the Bond Service Fund created and established pursuant to Section 16 of this Resolution.

ʺBond Yearʺ shall mean the period commencing and ending on such dates as shall be approved by supplemental resolution of the Issuer.

ʺCapital Appreciation Bondsʺ shall mean the aggregate principal amount of the Bonds that bear interest payable solely at maturity or upon redemption prior to maturity in the amounts determined by reference to the Compounded Amounts, all as shall be determined by supplemental resolution of the Issuer. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such

Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to such conversion.

ʺCapital Appreciation Income Bondsʺ shall mean those Bonds initially issued as Capital

Appreciation Bonds and which become Current Interest Bonds when the original issue amount and the Compounded Amount equals $5,000 principal amount or an integral multiple thereof as determined by subsequent resolution of the Issuer.

ʺChairmanʺ shall mean the Chairman of the City Council of the Issuer, or such other person as may be duly authorized by the Issuer to act on his or her behalf.

ʺCity Managerʺ shall mean the City Manager of the Issuer.

ʺClerkʺ shall mean the City Clerk of the Issuer.

ʺCompounded Amountsʺ shall mean, as of any date of computation with respect to any

Capital Appreciation Bond, an amount equal to the principal amount of such Capital

Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such

Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the interest date next preceding the date of computation or the date of computation if an interest date, such interest to accrue at the applicable rate which shall not exceed the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an interest date, a portion of the difference between the Compounded Amount as of the immediately preceding interest date and the Compounded Amount as of the immediately succeeding interest date, calculated based on the assumption that Compounded Amount accrues during any semi‐annual period in equal daily amounts on the basis of a 360‐day year of twelve 30‐day months.

ʺConnection Feesʺ shall mean the charges imposed on those connecting to the System for the actual cost of physically connecting into the System.

ʺConstruction Fundʺ shall mean the Construction Fund created and established pursuant to Section 16 of this Resolution.

ʺConsulting Engineersʺ shall mean one or more independent, qualified and recognized consulting engineers or firm of consulting engineers having favorable repute, skill and experience with respect to the planning and operation of the System who shall be retained from time to time by the Issuer.

ʺContinuing Disclosure Certificateʺ shall mean that certain certificate related to the Series

1995 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series 1995

Bonds to the underwriter or underwriters, as it may be amended from time to time in accordance with the terms thereof, whereby the Issuer undertakes to comply with the secondary disclosure requirements of the Rule.

ʺContributions in Aid of Constructionʺ shall mean any amount or item of money, services, or property received by the Issuer, any portion of which is provided at no cost to the

System, which represents an addition or transfer to the capital of the System, and which is utilized to offset the acquisition, improvement or construction costs of the System.

ʺCost of Operation and Maintenanceʺ of the System shall mean the then current expenses, paid or accrued, in the operation, maintenance and repair of the System, as calculated in accordance with generally accepted accounting principles, but shall not include expenses not annually recurring, such as any reserve for renewals and replacements, extraordinary repairs or any allowance for depreciation, any Bond Service Requirement, any payments in lieu of taxes or any indirect expenses incurred by departments of the Issuer other than those directly responsible for operating and maintaining the System.

ʺExpansion Percentageʺ with respect to the System shall mean that number, expressed as a percentage, which represents that portion of the total cost of any Project or Projects financed from the proceeds of a particular Series of Bonds which is attributable to any improvements, extensions and additions to the System, together with all lands or interest therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures, equipment and all property real or personal, tangible or intangible, heretofore or hereafter constructed or acquired in order to meet the increased demand upon the System, whether actual or anticipated, created by new users connecting to the System, as shall be determined by the Consulting Engineers and set forth in a certificate relating to such Project.

ʺFinance Directorʺ shall mean the Finance Director of the Issuer.

ʺFiscal Yearʺ shall mean the period commencing on October 1 of each year and ending on the next succeeding September 30 or such other annual period as may be prescribed by law from time to time for the Issuer.

ʺGross Revenuesʺ or ʺRevenuesʺ shall mean all income and earnings, including

Connection Fees, received by the Issuer or accrued to the Issuer from the ownership, use or operation of the System and all parts thereof, including investment income, if any, earned on any fund or account created pursuant to this Resolution and on any fund or account established by the Issuer for the System, except the Rebate Fund and except that interest earned on the

Construction Fund shall remain in the Construction Fund, all as calculated in accordance with generally accepted accounting principles, but ʺGross Revenuesʺ or ʺRevenuesʺ shall not include proceeds from the sale or other disposition of the System or any part thereof, condemnation awards or proceeds of insurance received with respect to the System. ʺGross Revenuesʺ or

ʺRevenuesʺ shall also include any subsidy, rebate or tax credit payment received from the

United States Treasury with respect to Build America Bonds. Notwithstanding the foregoing, ʺGross Revenuesʺ or ʺRevenuesʺ shall not include Contributions in Aid of Construction, Sewer

System Development Charges or Water System Development Charges. [This definition amended pursuant to Resolution No. 2217‐10.]

ʺHolder of Bondsʺ or ʺBondholdersʺ or any similar term shall mean any persons who shall be the registered owner of any outstanding Bonds.

ʺInterest Accountʺ shall mean the special account of the same name created within the

Bond Service Fund.

ʺIssuerʺ or ʺCityʺ shall mean the City of Oviedo, Florida.

ʺMaximum Bond Service Requirementʺ shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond Service Requirement for the then current or any future Bond Year, except that with respect to any Bonds for which Amortization

Installments have been established, the amount of principal coming due on the final maturity date with respect to such Bonds shall be reduced by the aggregate principal amount of such

Bonds that are to be redeemed from Amortization Installments which were to be made in prior

Bond Years.

ʺNet Revenuesʺ of the System shall mean the Gross Revenues or Revenues, after deduction of the Cost of Operation and Maintenance.

ʺ1995 Projectʺ shall mean the Project authorized to be financed with the proceeds of the

Series 1995 Bonds, consisting of constructing and acquiring certain additions, extensions and improvements to the Issuerʹs Utility System.

ʺOption Bondsʺ shall mean Bonds subject to tender for payment prior to their maturity at the option of the Holder thereof.

ʺOutstandingʺ or ʺBonds Outstandingʺ shall mean all Bonds which have been issued pursuant to this Resolution, except:

(i) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity;

(ii) Bonds for the payment or redemption of which cash funds or Acquired

Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with an escrow agent (whether upon or prior to the maturity or redemption date of any such Bonds) in an amount which, together with earnings on such Acquired Obligations, will be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this

Resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of and interest on all such Bonds at such redemption dates shall have been given; and

(iii) Bonds which are deemed paid pursuant to this Resolution or in lieu of which other Bonds have been issued under Sections 11 and 13 hereof.

ʺPaying Agentʺ shall mean any paying agent for Bonds appointed by or pursuant to a supplemental resolution and its successors or assigns, and any other Person which may at any time be substituted in its place pursuant to a supplemental resolution.

ʺPermitted Investmentsʺ shall mean any investment permitted under applicable State and federal law and as shall be more specifically described in a supplemental resolution of the

Issuer adopted prior to the issuance of the Series 1995 Bonds.

ʺPersonʺ shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity.

ʺPledged Revenuesʺ shall mean (i) the Net Revenues of the System, (ii) the Sewer System

Development Charges, (iii) the Water System Development Charges, and (iv) the moneys on deposit in the various funds and accounts created pursuant to this Resolution, with the exception of the Rebate Fund.

ʺPrincipal Accountʺ shall mean the special account of the same name created within the

Bond Service Fund.

ʺPrior Bondsʺ shall mean the Town of Oviedo, Florida, Waterworks System Revenue

Bonds, dated December 1, 1966 originally issued in the principal amount of $385,000.

ʺProjectʺ or ʺProjectsʺ shall mean any actual, proposed or potential addition, extension, supplement, or replacement of the System or joint ownership of similar properties or any interest therein or any right to use the capacity from any facilities or services thereof, or any other lawful purpose related to the System, all as determined by the Issuer and in accordance with plans and specifications on file or to be filed with the Issuer.

ʺProject Costsʺ shall mean all costs authorized to be paid from the Construction Fund pursuant to Section 18 hereof to the extent permitted under the laws of the State. It is intended that this definition be broadly construed to encompass all costs, expenses and liabilities of the

Issuer related to the System which on the date of this Resolution or in the future shall be permitted to be funded with the proceeds of any Series of Bonds pursuant to the laws of the

State.

ʺPrudent Utility Practiceʺ shall mean, in respect of any particular utility industry, any of the practices, methods and acts which, in the exercise of reasonable judgment, in light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of such utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition.

ʺQualified Independent Consultantʺ shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience with respect to the acts and duties of the Qualified Independent Consultant to be provided to the Issuer, as shall from time to time be retained by the Issuer to…