11-15-2010 Voting Order
Councilwoman Rhodes
Councilman Cooper
Mayor Thomas
Councilwoman Rogers
Councilwoman Bennington
AGENDA
CITY COUNCIL OF EDGEWATER
REGULAR MEETING
November 15, 2010
6:00 P.M.
COUNCIL CHAMBERS
We respectfully request that all electronic devices are set for no audible notification.
1. CALL TO ORDER, ROLL CALL, PLEDGE OF ALLEGIANCE, INVOCATION
2. APPROVAL OF MINUTES — None at this time
3. PRESENTATIONS / PROCLAMATIONS /PLAQUES /CERTIFICATES/DONATIONS
a. Proclamation for Ruth McCormack, Head Librarian at the Edgewater Public Library since
2001.
b. Proclamation for Jean Haughwout, Library Board Member since 1979.
c. Proclamation for Councilwoman Harriet E. Rhodes for 11 years of service to the City of
Edgewater.
d. Proclamation for Councilwoman Debra J. Rogers for 5 years of service to the City of
Edgewater.
4. CITIZEN COMMENTS
This is the time for the public to come forward with any comments they may have. Citizen comments
relating to any agenda matter may be made at the time the matter is before Council. Please state your
name and address, and please limit your comments to three (3) minutes or less.
5. APPROVAL OR CHANGES/MODIFICATIONS TO THE AGENDA
6. CITY COUNCIL REPORTS
7. CONSENT AGENDA - None at this time
All matters listed under the consent agenda are considered to be routine by the City Council and will be acted upon
by one motion. There will be no separate discussion of these items unless discussion is desired by a member of the
Council, in which case the Mayor will remove that item from the consent agenda and such item will be considered
separately.
8. OTHER BUSINESS
a. Authorization for the Mayor to execute the contract with Pat Cook Construction for the
construction of the replacement Fire Station 55 in the amount not to exceed $2,066,900,
contingent on the closing of the Revenue Note, Series 2010 and approval of the necessary
budget amendment.
b. Request for consensus regarding the proposed receipt of Volusia County Transportation
Planning Organization funds for US Highway 1 right -of -way certification.
City Council Agenda
November 15, 2010
Page -2-
9. PUBLIC HEARING, ORDINANCES AND RESOLUTIONS
a. Resolution No. 2010 -R -20; for the Guaranteed Entitlement revenue Note, Series 2010 and
authorization for the Mayor to execute all closing documents for the Guaranteed entitlement
Revenue Note 2010 to finance the replacement Fire Station 55 in the amount not to exceed
$750,000
b. Resolution No. 2010 -R -19; approving the Final Year End Amended Budget for Fiscal Year
2009 -2010.
c. Resolution No. 2010 -R -21; Accepting and adopting the results of the November 2, 2010
General Election.
10. BOARD APPOINTMENTS
a. Library Board - Councilwoman Rhodes' appointment due to the expired term of Laverna
McGinnis, who seeks reappointment. (This item was continued from the November 1, 2010
meeting)
11. OFFICER REPORTS
a. City Clerk
b. City Attorney
c. City Manager
12. CITIZEN COMMENTS
13. ADJOURN
The next regularly scheduled City Council meeting will be held on December 6, 2010 at 6:00 p.m.
Pursuant to Chapter 286, F.S., if an individual decides 10 appeal any decision made with respect to any matter considered at a
meeting or hearing, that individual will need a record of the proceedings and will need to ensure that a verbatim record of the proceedings is
made. The City does not prepare or provide such record.
In accordance with the Americans with Disabilities Act, persons needing assistance to participate in any of these proceedings should
contact City Clerk Bonnie Wenzel, 104 N. Riverside Drive, Edgewater, Florida, telephone number 386- 424 -2400 x 1101, 5 days prior to the
meeting date. If you are hearing or voice impaired, contact the relay operator at 1- 800 -955 -8771.
Please join us after the Council meeting for a reception to welcome Councilmen -Elect
Kennedy and Ignasiak and wish Councilwomen Rogers and Rhodes well.
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WHEREAS, Ruth McCormack has worked for Volusia County for 38 years,
where for the last 9 years she has served as the Head Librarian at the Edgewater Pub -
lic Library; and
x' WHEREAS, Ruth has announced her plan to retire on November 30, 2010; and
A.
> WHEREAS, during the years she has served the citizens of Edgewater, has dis-
played exemplary dedication to the Edgewater Public Library by working tirelessly
for the betterment of the library system; and
g
WHEREAS, the performance of her duties and responsibilities as Head Librar- ":
ian has been characterized by excellent, constructive contributions to the Edgewater
j ,
Public Library; and
WHEREAS, she has earned the admiration and highest regard of the people
with whom she has come in contact and the affection of her friends and co- workers
who are deeply appreciative of her many contributions to the community throughout
the years.
NOW, THEREFORE, I, Michael L. Thomas, Mayor of the City of Edgewater, s
on behalf of the entire City Council and all of our citizens, do hereby express our sin-
'-c,
. cere appreciation to Ruth McCormack for her distinguished service to the community. ' '
3IH Vitness5s Wiereof /i.aoe iepewrto eet art kard ad owed tie ?i eat cfea/
If de City o/ fyewatee to le mixed
Done at the Edgewater City Hall in the
County of Volusia STATE OF FLORIDA
`' this 25th day of October in the Year of
ou Lord two ou'sa 1 . d -
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WHEREAS, Jean Haughwout has rendered outstanding service to this -
community and is deserving of special recognition; and , '
.
WHEREAS, she has served on the Edgewater Library Board since October -
8, 1979 where she served as Chairwoman since February 3, 1993; and
WHEREAS, we appreciate the willingness of Ms. Haughwout to give so ,
unselfishly of her time for the betterment of the Edgewater Public Library; and
x
WHEREAS, her dedication and loyalty has won the respect of her fellow r
Board members and citizens; and
WHEREAS, Ms. Haughwout has announced her plan to resign on Decem- .
ber 6, 2010 and is being honored for her many contributions to the Edgewater
Public Library throughout the last 31 years. # ;
NOW, THEREFORE, I, Michael L. Thomas, by virtue of the authority
vested in me as Mayor and speaking on behalf of the entire City Council and all `t
our citizens, do hereby hereby extend to Jean Haughwout this expression of our
sincere appreciation for her dedicated service to the Edgewater Library Board and
offer our best wishes for success in all future endeavors.
3n Vitnem$ Vbereof /kaoe 4er.earto retor %ara' ad oared t4 eeat deal
o/ t%re ('it o EcOmate& to Ie a
Done at the Edgewater City Hall in the
t County of Volusia STATE OF FLORIDA
' this 25th day of October in the Year of
our Lord two thousand and ten
f(t _ _ // ' ---- -V
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Att tt _c ayor
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�I ,,(St, 0.L
Clerk
CIO, of
GE WATER
' rot tamatton
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WHEREAS, Harriet E. Rhodes was elected to Council in 1999 where she
has served for 11 years as Councilwoman for District 3; and
WHEREAS, Harriet also served on the General Employee Pension Board;
and
WHEREAS, during the years she has served the community, she has al-
ways had the best interests of the citizens of the City of Edgewater at heart; and
.=,.:
WHEREAS, she has displayed exemplary dedication to the City employ-
ees; and
WHEREAS, she has earned the admiration and highest regard of the peo-
ple with whom she has come in contact; and
WHEREAS, the performance of her duties and responsibilities as a mem-
ber of the City Council has been characterized by excellent, constructive contribu-
tions to the government of our community.
NOW, THEREFORE, I, Michael L. Thomas, Mayor of the City of
Edgewater, on behalf of the City Council and our citizens do hereby express our
sincere appreciation to Harriet Rhodes for her distinguished service to the com-
munity.
n Witnefig YObereof /km 4feato at Mt 444rd acrd caaaed tie 0`eat Sal
t Fdir efoatee to k 4fifred
Done at the Edgewater City Hall in the
` County of Volusia STATE OF FLORIDA
this 25th day of October in the Year of
o r Lord two thous. d and ten
Ar _ k ` " '' ayor
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WHEREAS, Debra J. Rogers was elected to Council in 2005 where she
has served for 5 years as Councilwoman for District 1; and
WHEREAS, Debra has also represented the City on the Volusia County
Metropolitan Planning Organization as well as serving as alternate for the
Volusia Council of Governments; and
WHEREAS, she always made it a priority to be readily available to the
citizens to address their concerns and work out a solution; and
WHEREAS, some of her interests included sidewalks, road resurfacing,
no height above 35' on Riverside Drive, as well as the City's CAFR, budget
and taxes; and
WHEREAS, her dedication to the citizens of the City of Edgewater has
been displayed in the performance of her duties and responsibilities as a mem-
ber of the City Council
NOW, THEREFORE, I, Michael L. Thomas, Mayor of the City of
Edgewater, on behalf of the City Council and our citizens do hereby express
our sincere appreciation to Debra Rogers for her distinguished service to the
community.
lY V itne$g Whereof /kaae keredurto Bet Art kad acrd caaad tke ii'eat deal
01 tie ('f• fdtewateP to le *led
Done at the Edgewater City Hall in the
County of Volusia STATE OF FLORIDA
this 25th day of October in the Year of
our Lord two thousand and ten
A " ,ayor
Clerk
1
AGENDA REQUEST gCk
Station 55
Date: November 4, 2010
PUBLIC
HEARING RESOLUTION ORDINANCE
BOARD OTHER
APPOINTMENT CONSENT BUSINESS November 15, 2010
ITEM DESCRIPTION:
Approval of Contractor for the construction of the replacement Fire Station on the existing Fire Station 55 site.
BACKGROUND:
The City of Edgewater, Fire Rescue Department, had been awarded a grant for $1.14 million dollars from FEMA to
replace Fire Station 55. Construction of the fire station will meet the current and more stringent wind load and electrical
requirements. By meeting these new requirements, firefighters will have the ability to remain at this station during most
severe weather situations. The station will be equipped to meet new safety standards that were simply not available
during the original construction such as venting of exhaust fumes from apparatus and drive through apparatus bays. In
addition the new station will meet the future demands of the community.
Lowest Responsive Bidders Base Contract Potential Total
Change Orders
1. Pat Cook Construction $1,879,000 $187,900 $2,066,900
2. Billco Construction $1,969,000 $196,900 $2,165,900
3. APM Construction $1,985,300 $198,530 $2,183,830
STAFF RECOMMENDATION:
Staff recommends approval of award to Pat Cook Construction for the construction of the replacement Fire Station 55.
ACTION REQUESTED:
A motion to approve the Mayor to execute the contract with Pat Cook Construction for the construction of the replacement
Fire Station 55 in the amount not to exceed $2,066,900, contingent on the closing of the Revenue Note, Series 2010. A
motion to approve the necessary budget amendment.
FINANCIAL IMPACT:
Funding
Grant Award $1,141,000
Fire Impact Fees 8,000
Fire Impact Fees" 187,900 *To Fund any Potential Change Orders
2011 Note Payable 730,000
Total Funding 2,066,900
(Finance Director) C N Budget Amendment Required YES _ x _ NO
PREVIOUS AGENDA ITEM: YES If so, DATE: AGENDA ITEM #
Respectfully submitted, Concurrence:
•
Steve Cousins Robin L. Matusick
Fire Chief Paralegal /
41 1 ,AP
race . carlow
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SECTION 00500
AGREEMENT FOR
FIRE STATION #55
BID NO. 10-FR-001
THIS AGREEMENT, made this day of , 20_, by and between the
CITY OF EDGEWATER, a municipal corporation (hereinafter referred to as "City"), whose
mailing address is P. O. Box 100, Edgewater, Florida 32132 -0100 and
(hereinafter referred to as "Contractor"), whose mailing address is
ARTICLE 1 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except to the
extent specifically indicated in the Contract Documents to be the responsibility of others.
Contractor agrees to furnish all labor, superintendence, materials, plant and other utilities for,
perform all work necessary for or incidental to, and to perform all other obligations imposed by this
Contract for the Construction of:
FIRE STATION #55
BID NO. 10 -FR -001
herein called for, in strict accordance with the Drawings and Specifications prepared by Quentin L.
Hampton Associates, Inc., Engineers, which Contract include, but is not limited to, the following
Contract Documents:
a. Invitation b. Instructions
c. Proposal d. This Agreement
e. Performance Bond f. Certificate of Insurance
g. Specifications h. Addenda (if any)
i. Drawings
ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
2.1 The date of commencement of the Work shall be fixed in a notice to proceed issued by the
City.
2.2 The Contract Time shall be measured from the date of commencement.
2.3 The Contractor shall achieve Completion of the Work not later than 300 calendar days from
the date of commencement, or as follows:
00500 - 1
subject to
adjustments of this Contract Time or as provided in the Contract Documents.
ARTICLE 3 CONTRACT SUM
3.1 The City shall pay the Contractor the Contract Sum in current funds for the Contractor's
performance of the Contract. The Contract Sum shall be
dollars ($ ), subject to additions and deletions
as provided in the Contract Documents.
3.2 The Contract Sum is based upon the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the City:
3.3 Unit
prices, if any, are as follows:
Unit prices identified in the Contractor's Bid/Proposal may be used by the City in its sole
discretion to calculate the pricing of change order work or extra work.
ARTICLE 4 PAYMENTS
4.1 PROGRESS PAYMENTS
4.1.1 Based upon Applications for Payment submitted to the Engineer by the Contractor and
Certificates for Payment issued by the Engineer, the City shall make progress payments on
account of the Contract Sum to the Contractor as provided below and elsewhere in the
Contract Documents. The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month.
The City shall establish a schedule of values that will serve as a basis for progress payments.
The schedule of values shall be submitted with each application for payment.
4.1.2 Provided that an Application for Payment is received by the Engineer not later than the 25
day of a month, the City shall make payments to the Contractor not later than the 15 day of
the following month, provided that the Application has been approved by the Engineer and
the City. If an Application for Payment is received by the Engineer after the date fixed
above, payment shall be made by the City not later than 25 days after the Engineer receives
the Application for Payment, provided that the Application has been approved by the
Engineer and the City. The City shall make such progress payments to the Contractor on the I'I
basis of a duly certified and approved estimate by the Engineer of the work performed in an
amount equal to ninety percent (90 %) of the duly certified and approved estimate. To insure
proper performance of this Contract, the City shall retain ten percent (10 %) of the amount of
each estimate until the work is fifty percent (50 %) complete. When the Work is fifty percent
00500 - 2
(50 %) complete, the City, in its absolute discretion, may reduce retainage to five percent
(5 %) of the amount of each payment duly certified and approved thereafter.
4.2 FINAL PAYMENT
4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by
the City to the Contractor when:
1. the Contractor has fully performed the Contract except for the Contractor's
responsibility to correct Work as provided in Paragraph 17.2, and to satisfy other
requirements, if any, which extend beyond final payment; and
2. a final Certificate for Payment has been issued by the Engineer.
4.2.2 The City's final payment to the Contractor shall be made as follows:
Upon completion of the entire work under the Contract, the Engineer shall make a
final inspection and certify the completion to the City. Upon approval of the
completion certificate by the City, the City shall notify the Contractor and the Surety
of the satisfactory completion of the Work and, except as provided for in the
Specifications, shall make final payment to the Contractor not later than thirty (30)
days after written acceptance by the Contractor of the completion certification and
the computation of the final amount due.
ARTICLE 5 NUMERATIONS OF THE CONTRACT DOCUMENTS
5.1 The Contract Documents are listed in Article 6 and, except for Modifications issued after
execution of this Agreement, are enumerated as follows:
5.1.1 The Agreement is this executed 1997 edition of the Abbreviated Standard Form of
Agreement Between City and Contractor, AIA Document A107 -1997, as modified for this
project.
5.1.2 The Specifications for the Contract are those contained in the Project Manual for Bid No. 09-
PW -010, Prepared by Quentin Hampton and Associates, Inc, dated October 2009,
Document Title Pages
5.1.3 The Specifications are those contained in the Project Manual for Bid No. 09 -PW -010,
prepared by Quentin Hampton & Associates, Inc, dated October 2009, dated as in
Subparagraph 5.1.2, and are as follows:
00500 - 3
Section Title Pages
5.1.4 The Drawings are as follows, and are dated October 2009 unless a different date is shown
below:
Number Title Pages
5.1.5 The Addenda, if any, are as follows:
Number Date Pages
Portions of Addenda relating to bidding requirements are not part of the Contract Documents
unless the bidding requirements are also enumerated in this Article 5.
5.1.6 Other documents, if any, forming part of the Contract Documents is as follows:
See Project Manual for Bid No. 10 -FR -001, prepared by Quentin Hampton & Associates,
Inc, dated August 2010.
GENERAL CONDITIONS
ARTICLE 6 THE CONTRACT DOCUMENTS
6.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement with Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued
prior to the execution of this Agreement, other documents listed in this Agreement and
Modifications issued after execution of this Agreement. A Modification is (1) a written
amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction
Change Directive or (4) a written order for a minor change in the Work issued by the
Engineer. The intent of the Contract Documents is to include all items necessary for the
proper execution and completion of the Work by the Contractor. The Contract Documents
are complementary, and what is required by one shall be as binding as if required by all;
performance by the Contractor shall be required to the extent consistent with the Contract
Documents and reasonably inferable from them as being necessary to produce the indicated
results.
00500 - 4
6.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the
entire and integrated agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral. The Contract may be amended or
modified only by a Modification. The Contract Document shall not be construed to create a
contractual relationship of any kind (1) between the Engineer and Contractor, (2) between the
City and a Subcontractor or sub - subcontractor, (3) between the City and Engineer or (4)
between any persons or entities other than the City and Contractor.
6.3 THE WORK
The term "Work" means the construction and services required by the Contract Documents,
whether completed or partially completed, and includes all other labor, materials, equipment
and services provided or to be provided by the Contractor to fulfill the Contractor's
obligations. The work may constitute the whole or a part of the Project.
6.4 EXECUTION OF THE CONTRACT
Execution of the Contract by the Contractor is a representation that the Contractor has visited
the site, become generally familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of the Contract
Documents.
6.5 OWNERSHIP AND USE OF ENGINEER'S DRAWINGS, SPECIFICATIONS AND
OTHER INSTRUMENTS OF SERVICE
The Drawings, Specifications and other documents, including those in electronic form,
prepared by the Engineer and the Engineer's consultants are Instruments of Service through
which the Work to be executed by the Contractor is described. The Contractor may retain
one record set. Neither the Contractor nor any Subcontractor, sub - subcontractor or material
or equipment supplier shall own or claim a copy right to the Drawings, Specifications and
other documents prepared by the Engineer or the Engineer's consultants, and unless
otherwise indicated the Engineer and the Engineer's consultants shall be deemed the authors
of them and will retain all common law, statutory and other reserved rights, in addition to the
copyrights. All copies of them, except the Contractor's record set, shall be returned or
suitably accounted for to the Engineer, on request, upon completion of the Work. The
Drawings, Specifications and other documents prepared by the Engineer and the Engineer' s
consultants, and copies thereof furnished to the Contractor, are for use solely with respect to
this Project. They are not to be used by the Contractor or any Subcontractor, sub -
subcontractor or material or equipment supplier on other projects or for additions to this
Project outside the scope of the Work without the specific written consent of the City,
Engineer and the Engineer's consultants. The Contractor, Subcontractors, sub -
subcontractors and material or equipment suppliers are authorized to use and reproduce
applicable portions of the Drawings, Specifications and other documents prepared by the
Engineer and the Engineer's consultants appropriate to and for use in the execution of their
00500 - 5
Work under the Contract Documents. All copies made under this authorization shall bear the
statutory copyright notice, if any, shown on the Drawings, Specifications and other
documents prepared by the Engineer and the Engineer's consultants. Submittal or
distribution to meet official regulatory requirements or for other purposes in connection with
this Project is not to be construed as publication in derogation of the Engineer's or
Engineer's consultants' copyrights or other reserved rights.
ARTICLE 7 OWNER
7.1 CITY'S RIGHT TO STOP THE WORK
If the Contractor fails to correct Work which is not in accordance with the requirements of
the Contract Documents, or persistently fails to carry out the Work in accordance with the
Contract Documents, the City may issue a written order to the Contractor to stop the Work,
or any portion thereof, until the cause for such order is eliminated; however, the right of the
City to stop the work shall not give rise to a duty on the part of the City to exercise this right
for the benefit of the Contractor or any other person or entity.
7.2 CITY'S RIGHT TO CARRY OUT THE WORK
If the Contractor defaults or persistently fails or neglects to carry out the Work in accordance
with the Contract Documents, or fails to perform a provision of the Contract, the City, after
ten (10) clays' written notice to the Contractor and without prejudice to any other remedy the
City may have, may make good such deficiencies and may deduct the reasonable cost thereof,
including City's expenses and compensation for the Engineer's services made necessary
thereby, from the payment then or thereafter due the Contractor.
ARTICLE 8 CONTRACTOR
8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
CONTRACTOR
8.1.1 Since the Contract Documents are complementary, before starting each portion of the work,
the Contractor shall carefully study and compare the various Drawings and other Contract
Documents relative to that portion of the Work, as well as any information furnished by the
City, shall take field measurements of any existing conditions related to that portion of the
Work and shall observe any conditions at the site affecting it. These obligations are for the
purpose of facilitating construction by the Contractor and are not for the purpose of
discovering errors, omissions or inconsistencies in the Contract Documents; however, any
errors, omissions or inconsistencies discovered by the Contractor shall be reported promptly
to the Engineer as a request for information in such form as the Engineer may require.
8.1.2 Any design errors or omissions noted by the Contractor during this review shall be reported
promptly to the Engineer, but it is recognized that the Contractor's review is made in the
Contractor's capacity as a contractor and not as a licensed design professional unless
00500 - 6
otherwise specifically provided in the Contract Documents.
8.2 SUPERVISION AND CONSTRUCTION PROCEDURES
8.2.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and
attention. The Contractor shall be solely responsible for and have control over the
construction means, methods, techniques, sequences and procedures, and for coordinating all
portions of the Work under the Contract, unless the Contract Documents give specific
instructions concerning these matters. If the Contract Documents give specific instructions
concerning construction means, methods, techniques, sequences or procedures, the
Contractor shall be fully and solely responsible for the jobsite safety thereof unless the
contractor gives timely written notice to the City and Engineer that such means, methods,
techniques, sequences or procedures may not be safe.
8.2.2 The Contractor shall be responsible to the City for acts and omissions of the Contractor's
employees, Subcontractors and their agents and employees, and other persons or entities
performing portions of the work for or on behalf of the Contractor or any of its
Subcontractors.
8.3 LABOR AND MATERIALS
8.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay
for labor, materials, equipment, tools, construction equipment and machinery, water, heat,
utilities, transportation, and other facilities and services necessary for proper execution and
completion of the Work whether temporary or permanent and whether or not incorporated or
to be incorporated in the Work.
8.3.2 The Contractor shall enforce strict discipline and good order among the Contractor's
employees and other persons carrying out the Contract. The Contractor shall not permit
employment of unfit persons or persons not skilled in tasks assigned to them.
8.3.3 The Contractor shall deliver, handle, store and install materials in accordance with
manufacturers' instructions.
8.3.4 The Contractor may make substitutions only with the consent of the City, after evaluation by
the Engineer and in accordance with a Change Order.
8.4 WARRANTY
The Contractor warrants to the City and Engineer that materials and equipment furnished
under the Contract will be of good quality and new unless otherwise required or permitted by
the Contract Documents, that the Work will be free from defects not inherent in the quality
required or permitted, and that the Work will conform with the requirements of the Contract
Documents. Work not conforming to these requirements, including substitutions not
properly approved and authorized, maybe considered defective. The Contractor's warranty
00500 - 7
excludes remedy for damage or defect caused by abuse, modifications not executed by the
Contractor, improper or insufficient maintenance, improper operation or normal wear and
tear and normal usage. Contractor warrants that all workmanship and materials shall be free
of defects for a period of one (1) year from the date of Final Payment Contractor shall repair
or replace at its own expense, as directed by City, any defects in workmanship or materials
which appear within one (1) year from the date of Final Payment, provided however, that any
defect that is hidden or latent shall be repaired or replaced within one (1) year of the date
when City discovers such defect. Contractor further warrants that all repair or replacement
work performed to repair or replace defective work or materials shall also be warranted to be
free of defects for a period of one (1) year from the date such repair or replacement is
accepted by the City. Contractor shall commence and diligently pursue the correction of any
defect not later than fifteen (15) days of receiving City's written notice of such defect. If
Contractor does not commence or diligently pursue to repair or replace such defects in
workmanship or materials within the fifteen (15) day period, then City may repair or replace
such defects and Contractor shall reimburse City for the costs thereof, including all interest,
attorneys' fees and costs of collection. Contractor shall assign and/or transfer to the City all
manufacturer's direct warranties for components, materials, electrical panels or appliances as
a condition precedent to receiving Final Payment. All such manufacturer's warranties shall
be for a period of not less than one (1) year.
8.5 TAXES
The Contractor shall pay sales, consumer, use and other similar taxes which are legally
enacted when bids are received or negotiations concluded.
8.6 PERMITS, FEES AND NOTICES
8.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay
for the building permit and other permits and governmental fees, licenses and inspections
necessary for proper execution and completion of the Work.
8.6.2 The Contractor shall comply with and give notices required by laws, ordinances, rules,
regulations and lawful orders of public authorities applicable to performance of the Work.
The Contractor shall promptly notify the Engineer and City if the Drawings and
Specifications are observed by the Contractor to be at variance therewith. If the Contractor
performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and
rules and regulations without such notice to the Engineer and City, the Contractor shall
assume appropriate responsibility for such Work and shall bear the costs attributable to
correction.
8.7 SUBMITTALS
8.7.1 The Contractor shall review for compliance with the Contract Documents, approve in writing
and submit to the Engineer Shop Drawings, Product Data, Samples and similar submittals
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required by the Contract Documents with reasonable promptness. The Work shall be in
accordance with approved submittals.
8.7.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents.
8.8 USE OF SITE
The Contractor shall confine operations at the site to areas permitted by law, ordinances,
permits and the Contract Documents and shall not unreasonably encumber the site with
materials or equipment.
8.9 CUTTING AND PATCHING
The Contractor shall be responsible for cutting, fitting or patching required to complete the
Work or to make its parts fit together properly.
8.10 CLEANING UP
The Contractor shall keep the premises and surrounding area free from accumulation of
waste materials or rubbish caused by operations under the Contract. At completion of the
Work, the Contractor shall remove from and about the Project waste materials, rubbish, the
Contractor's tools, construction equipment, machinery and surplus material.
8.11 ROYALTIES, PATENTS AND COPYRIGHTS
The Contractor shall pay all royalties and license fees, shall defend suits or claims for
infringement of copyrights and patent rights and shall hold the City and Engineer harmless
from loss on account thereof, but shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer or manufacturers is
required by the Contract Documents, or where the copyright violations are contained in
Drawings, Specifications or other documents prepared by the City or Engineer, unless the
Contractor has reason to believe that there is an infringement of patent or copyright and fails
to promptly furnish such information to the Engineer.
8.12 ACCESS TO WORK
The Contractor shall provide the City and Engineer access to the Work in preparation and
progress wherever located.
8.13 INDEMNIFICATION
To the fullest extent provided by law, the Contractor shall indemnify, defend, and hold
harmless the City, and all of its officers, agents, and employees from all claims, loss, damage,
cost, charges or expense including, but not limited to reasonable attorneys' fees, caused in
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whole or in part by any act, omission or default of the Contractor, its agents, employees, or
subcontractors arising out of the performance or failure to perform the work on this project.
Contractor's obligation to indemnify, defend and hold harmless the City shall include such
occurrences where such claim, loss, damage, costs, charges, expense or attorneys' fees may
be caused, in whole or in part, by the City. However, such indemnification shall not include
claims of, or damages resulting from, gross negligence, or willful, wanton or intentional
misconduct of the City, or its agents or employees, nor shall the indemnification cover
statutory violations or punitive damages, except and to the extent the statutory violation or
punitive damages are caused by or result from the acts or omissions of the Contractor, its
agents or employees. The extent of the indemnification granted herein for liability for
damages to persons or property caused in whole or in part by any act, omission, or default of
the City shall not exceed $1,000,000 per occurrence, unless the indemnification is subject to
insurance coverage that exceeds such amount. City and Contractor agree that $1,000,000 per
occurrence, or the amount of insurance coverage, if greater, covering this indemnification
(being for liability for damages to persons or property caused in whole or in part by any act,
omission, or default of the City) is an amount that bears a reasonable commercial relationship
to the Contract.
In claims against City resulting from personal injury to employees of Contractor, those of its
Subcontractors or anyone directly or indirectly employed by them, Contractor's indemnity
obligation to City shall not be limited by any limitation on the amount or type of damages,
benefits or compensation payable by or for the Contractor under Workers Compensation
Acts, Disability Benefit Acts or other employee benefit acts, and Contractor expressly will
waive such statutory or constitutional immunity, protection or limitation.
For purposes of compliance with Florida law, this provision shall be deemed to be a part of
the project specifications or the bid documents.
In claims against any person or entity indemnified under this Paragraph 8.13 by an employee
of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone
for whose acts they may be liable, the indemnification obligation hereunder shall not be
limited by a limitation on amount or type of damages, compensation or benefits payable by or
for the Contractor or Subcontractor under workers' compensation acts, disability benefit acts
or other employee benefit acts.
ARTICLE 9 ENGINEER'S ADMINISTRATION OF THE CONTRACT
9.1 The Engineer will provide administration of the Contract and will be a City representative (1)
during construction, (2) until fmal payment is due and (3) with the City's concurrence, from
time to time during the one (1) year period for correction of Work described in Paragraph
17.2.
9.2 The Engineer, as a representative of the City, will visit the site at intervals appropriate to the
state of the Contractor's operations (1) to become generally familiar with and to keep the
City informed about the progress and quality of the portion of the Work completed, (2) to
endeavor to guard the City against defects and deficiencies in the Work, and (3) to determine
00500 - 10
in general if the Work is being performed in a manner indicating that the Work, when fully
completed, will be in accordance with the Contract Documents. However, the Engineer will
not be required to make exhaustive or continuous on -site inspections to check the quality or
quantity of the work. The Engineer will neither have control over or charge of, nor be
responsible for, the construction means, methods, techniques, sequences or procedures, or for
safety precautions and programs in connection with the Work, since these are solely the
Contractor's rights and responsibilities under the Contract Documents, except as provided in
Subparagraph 8.2.1.
9.3 The Engineer will not be responsible for the Contractor's failure to perform the Work in
accordance with the requirements of the Contract Documents. The Engineer will not have
control over or charge of and will not be responsible for acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or any other persons or entities performing
portions of the Work.
9.4 Based on the Engineer evaluations of the Work and of the Contractor's Applications for
Payment, the Engineer will review and certify the amounts due the Contractor and will issue
Certificates for Payment in such amounts.
9.5 The Engineer will have authority to reject Work that does not conform to the Contract
Documents.
9.6 The Engineer will review and approve or take other appropriate action upon the Contractor's
submittals such as Shop Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with information given and the design concept
expressed in the Contract Documents.
9.7 The Engineer will interpret and decide matters concerning performance under, and
requirements of, the Contract Documents on written request of either the City or Contractor.
The Engineer will make initial decisions on all claims, disputes and other matters in question
between the City and Contractor but will not be liable for results of any interpretations or
decisions so rendered in good faith.
9.8 Duties, responsibilities and limitations of authority of the Engineer as set forth in the
Contract Documents shall not be restricted, modified or extended without written consent of
the City, Contractor and Engineer. Consent shall not be unreasonably withheld.
9.9 CLAIMS AND DISPUTES
Written notice that identifies the nature of each claim, dispute and other matters in question
shall be delivered to the Engineer and the City no later than thirty (30) days after the start of
the event giving rise to same. Claims, disputes and other matters in question arising out of or
relating to this Contract, shall be subject to mediation as a condition precedent to the
institution of legal proceedings by either party.
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9.10 CLAIMS OR CONSEQUENTIAL DAMAGES
The Contractor and City waive claims against each other for consequential damages arising
out of or relating to this Contract. This mutual waiver includes:
1. damages incurred by the City for rental expenses, for losses of use, income, profit,
financing, business and reputation, and for loss of management or employee
productivity or of the services of such persons; and
2. damages incurred by the Contractor for principal office expenses including the
compensation of personnel stationed there, for losses of financing, business and
reputation, and for loss of profit except anticipated profit arising directly from the
Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to
either party's termination in accordance with Article 19. Nothing contained in this Paragraph
9.10 shall be deemed to preclude an award of liquidated damages, when applicable, in
accordance with the requirements of the Contract Documents.
ARTICLE 10 SUBCONTRACTORS
10.1 A Subcontractor is a person or entity who has a direct contact with the Contractor to perform
a portion of the Work at the site.
10.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the
Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the
City through the Engineer the names of the Subcontractors for each of the principal portions
of the Work. The Contractor shall not contract with any Subcontractor to whom the City or
Engineer has made reasonable and timely objection. If the proposed but rejected
Subcontractor was reasonably capable of performing the Work, the Contract Sum and
Contract Time shall be increased or decreased by the difference, if any, occasioned by such
change, and an appropriate Change Order shall be issued before commencement of the
substitute Subcontractor's Work. The Contractor shall not be required to contract with
anyone to whom the Contractor has made reasonable objection.
10.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to
the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor
by the terms of the Contract Documents, and to assume toward the Contractor all the
obligations and responsibilities, including the responsibility for safety of the Subcontractor's
work, which the Contractor, by the Contract Documents, assumes toward the City and
Engineer, and (2) allow the Subcontractor the benefit of all rights, remedies and redress
afforded to the Contractor by these Contract Documents.
ARTICLE 11 CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD
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SEPARATE CONTRACTS
11.1 The City reserves the right to perform construction or operations related to the Project with
the City's own forces, and to award separate contracts in connection with other portions of
the Project or other construction or operations on the site under conditions of the contract
identical or substantially similar to these, including those portions related to insurance and
waiver of subrogation. If the Contractor claims that delay or additional cost is involved
because of such action by the City, the Contractor shall make such claim as provided in
Paragraph 9.9.
11.2 The Contractor shall afford the City and separate contractor's reasonable opportunity for
introductions and storage of their materials and equipment and performance of their
activities, and shall connect and coordinate the Contractor's activities with theirs as required
by the Contract Documents.
11.3 The City shall be reimbursed by the Contractor for costs incurred by the City which are
payable to a separate contractor because of delays, improperly timed activities or defective
construction of the Contractor. The City shall be responsible to the contractor for costs
incurred by the Contractor because of delays, improperly timed activities, damage to the
Work or defective construction of a separate contractor.
ARTICLE 12 CHANGES IN THE WORK
12.1 The City, without invalidating the Contract, may order changes in the Work within the
general scope of the Contract consisting of additions, deletions or other revisions, the
Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work
shall be authorized by written Change Order signed by the City, Contractor and Engineer, or
by written Construction Change Directive signed by the City and Engineer.
12.2 The cost or credit to the City from a change in the Work shall be determined by mutual
agreement of the parties or, in the case of a Construction Change Directive, by the
Contractor's cost of labor, material, equipment, and reasonable overhead and profit.
12.3 The Engineer will have authority to order minor changes in the Work not involving
adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with
the intent of the Contract Documents. Such changes shall be effected by a written order and
shall be binding on the City and Contractor. The Contractor shall carry out such written
orders promptly.
12.4 If concealed or unknown physical conditions are encountered at the site that differ materially
from those indicated in the Contract Documents or from those conditions ordinarily found to
exist, the Contract Sum and Contract Time shall be equitably adjusted, unless such
conditions should have been known or discovered by Contractor from a reasonable
examination of the project.
00500 - 13
ARTICLE 13 TIME
13.1 Time limits stated in the Contract Documents are of the essence of the Contract. By
executing the Agreement, the Contractor confirms that the Contract Time is a reasonable
period for performing the Work.
13.2 The date of Substantial Completion is the date certified by the Engineer.
13.3 If the Contractor is delayed at any time in the commencement or progress of the Work by
changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal
adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes
beyond the Contractor's control, or by other causes which the Engineer determines may
justify delay, then the Contract Time shall be extended by Change Order for such reasonable
time as the Owner may determine.
ARTICLE 14 PAYMENTS AND COMPLETION
14.1 APPLICATIONS FOR PAYMENT
14.1.1 Payments shall be made as provided in Article 4 of this Agreement. Applications for
Payment shall be in a form satisfactory to the Engineer and City.
14.1.2 The Contractor warrants that title to all Work covered by an Application for Payment will
pass to the City no later than the time of payment. The Contractor further warrants that upon
submittal of an Application for Payment all Work for which Certificates for Payment have
been previously issued and payments received from the City shall, to the best of the
Contractor's knowledge, information and belief, be free and clear of liens, claims, security
interests or other encumbrances adverse to the City's interests.
14.2 CERTIFICATES FOR PAYMENT
14.2.1 The City may withhold a Payment in whole or in part, to such extent as may be necessary to
protect the City from loss for which the Contractor is responsible, including, but not limited to
loss resulting from acts and omissions described in Subparagraph 8.2.2, because of:
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such
claims unless security acceptable to the City is provided by the Contractor;
.3 failure of the Contractor to make payments properly to Subcontractors or for labor,
materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the
Contract Sum;
00500 - 14
.5 damage to the City or another contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time
and that the unpaid balance would not be adequate to cover actual or liquidated
damages for the anticipated delay; or
.7 persistent failure to carry out the Work in accordance with the Contract Documents.
14.2.2 When the above reasons for withholding payment are removed, payment will be made for
amounts previously withheld.
14.3 PAYMENTS TO THE CONTRACTOR
14.3.1 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the
City, out of the amount paid to the Contractor on account of such Subcontractor's portion of
the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually
retained from payments to the Contractor on account of such Subcontractor's portion of the
Work. The Contractor shall, by appropriate agreement with each subcontractor, require each
Subcontractor to make payments to sub - subcontractors in similar manner.
14.3.2 Neither the City nor Engineer shall have an obligation to pay or see to the payment of money
to a Subcontractor except as may otherwise be required by law.
14.3.3 The making of a payment, or partial or entire use or occupancy of the Project by the City
shall not constitute acceptance of Work that is not performed in accordance with the Contract
Documents.
14.4 SUBSTANTIAL COMPLETION
14.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated
portion thereof is sufficiently complete in accordance with the Contract Documents so that
the City can occupy or utilize the Work for its intended use.
14.4.2 When the Engineer determines that the Work or designated portion thereof is substantially
complete, the Engineer will issue a Certificate of Substantial Completion which shall
establish the date of Substantial Completion, establish responsibilities of the City and
Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and
fix the time within which the Contractor shall finish all items on the list accompanying the
Certificate. Warranties required by the Contract Documents shall commence on the date of
Substantial Completion of the Work or designated portion thereof unless otherwise provided
in the Certificate of Substantial Completion. Upon the issuance of the Certificate of
Substantial Completion, the Engineer will submit it to the City and Contractor for their
written acceptance of responsibilities assigned to them in such Certificate.
FINAL COMPLETION AND FINAL PAYMENT See Article 4.2.2
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ARTICLE 15 PROTECTION OF PERSONS AND PROPERTY
15.1 SAFETY PRECAUTIONS AND PROGRAMS
The Contractor shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the performance of the Contract. The
Contractor shall take reasonable precautions for safety of, and shall provide reasonable
protection to prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein; and
.3 other property at the site or adjacent thereto.
The Contractor shall give notices and comply with applicable laws, ordinances, rules,
regulations and lawful orders of public authorities bearing on safety of persons and property
and their protection from damage, injury or loss. The Contractor shall promptly remedy
damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a
sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone
for whose acts they may be liable and for which the Contractor is responsible under
Subparagraphs 15.1.2 and 15.1.3, except for damage or loss attributable to acts or omissions
of the City or Engineer or by anyone for whose acts either of them may be liable, and not
attributable to the fault or negligence of the Contractor. The foregoing obligations of the
Contractor are in addition to the Contractor's obligations under Paragraph 8.13.
15.2 HAZARDOUS MATERIALS
15.2.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
persons resulting from a material or substance, including but not limited to asbestos or
polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor
shall, upon recognizing the condition, immediately stop Work in the affected area and report
the condition to the City and Engineer in writing. When the material or substance has been
rendered harmless, Work in the affected area shall resume upon written agreement of the City
and Contractor. The Contract Time shall be extended appropriately and the Contract Sum
shall be increased in the amount of the Contractor's reasonable additional costs of shutdown,
delay and start-up, which adjustments shall be accomplished as provided in Article 12 of this
Agreement.
15.2.2 To the fullest extent permitted by law, the City shall indemnify and hold harmless the
Contractor, Subcontractors, Architect, Architect's consultants, Engineer, Engineer's
consultants and agents and employees of any of them from and against claims, damages,
losses and expenses, including but not limited to attorneys' fees, arising out of or resulting
from performance of the Work in the affected area if in fact the material or substance
00500 - 16
presents the risk of bodily injury or death as described in Subparagraph 15.2.1 and has not
been rendered harmless, provided that such claim, damage, loss or expense is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of tangible property
(other than the Work itself), and provided that such damage, loss or expense is not due to the
sole negligence of a party seeking indemnity.
ARTICLE 16 INSURANCE
16.1 The Contractor shall purchase from and maintain in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located insurance for
protection from claims under workers' compensation acts and other employee benefit acts
which are applicable, claims for damages because of bodily injury, including death, and
claims for damage, other than to the Work itself, to property which may arise out of or result
from the Contractor's operations under the Contract, whether such operations be by the
Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them.
This insurance shall be written for not less than limits of liability specified in the Contract
Documents or required by law, whichever coverage is greater, and shall include contractual
liability insurance applicable to the Contractor's obligations. Certificates of Insurance
acceptable to the City shall be filed with the City prior to commencement of the Work. Each
policy shall contain a provision that the policy will not be canceled or allowed to expire until
at least thirty (30) days' prior written notice has been given to the City. See Section 00800 -A
of the Project Manual for Contractor's Insurance Requirements, which are incorporated
herein by reference.
16.2 WAIVERS OF SUBROGATION
16.2.1 The City and Contractor waive all rights against (1) each other and any of their
subcontractors, sub - subcontractors, agents and employees, each of the other, and (2) the
Engineer, Engineer consultants, separate contractors described in Article 11, if any, and any
of their subcontractors, sub - subcontractors, agents and employees for damages caused by fire
or other causes of loss to the extent covered by property insurance applicable to the Work,
except such rights as they have to proceeds of such insurance held by the City as fiduciary.
The City or Contractor, as appropriate shall require of the Engineer, Engineer's consultants,
separate contractors described in Article 11, if any, and the subcontractors, sub -
subcontractors, agents and employees of any of them, by appropriate agreements, written
where legally required for validity, similar waivers each in favor of other parties enumerated
herein. The policies shall provide such waivers of subrogation by endorsement or otherwise.
A waiver of subrogation shall be effective as to a person or entity even though that person or
entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay
the insurance premium directly or indirectly, and whether or not the person or entity had an
insurable interest in the property damaged.
16.2.2 A loss insured under the City's property insurance shall be adjusted by the City as fiduciary
and made payable to the City as fiduciary for the insured's, as their interests may appear,
subject to requirements of any applicable mortgagee clause. The Contractor shall pay
00500 - 17
Subcontractors their just shares of insurance proceeds received by the Contractor, and by
appropriate agreements, written where legally required for validity, shall required
Subcontractors to make payments to their sub - subcontractors in similar manner.
ARTICLE 17 CORRECTION OF WORK
17.1 The Contractor shall promptly correct Work rejected by the Engineer or failing to conform to
the requirements of the Contract Documents, whether discovered before or after Substantial
Completion and whether or not fabricated, installed or completed. Costs of correcting such
rejected Work, including additional testing and inspections and compensation for the
Engineer's services and expenses made necessary thereby, shall be at the Contractor' s
expense.
17.2 In addition to the Contractor's obligations under Paragraph 8.4, if, within one (1) year after
the date of Substantial Completion of the Work or designated portion thereof or after the date
for commencement of warranties established under Subparagraph 14.4.2, or by terms of an
applicable special warranty required by the Contract Documents, any of the Work is found to
be not in accordance with the requirements of the Contract Documents, the Contractor shall
correct it promptly after receipt of written notice from the City to do so unless the City has
previously given the Contractor a written acceptance of such condition. The City shall give
such notice promptly after discovery of the condition. During the one -year period for
correction of Work, if the City fails to notify the Contractor and give the Contractor an
opportunity to make the correction, the City waives the rights to require correction by the
Contractor and to make a claim for breach of warranty.
17.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the City may
correct it in accordance with Paragraph 7.2.
17.4 The one -year period for correction of Work shall be extended with respect to portions of
Work first performed after Substantial Completion by the period of time between Substantial
Completion and the actual performance of the Work.
17.5 The one -year period for correction of Work shall not be extended by corrective Work
performed by the Contractor pursuant to this Article 17.
ARTICLE 18 MISCELLANEOUS PROVISIONS
18.1 ASSIGNMENT OF CONTRACT
Neither party to the Contract shall assign the Contract without written consent of the other.
18.2 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.
00500 - 18
18.3 TESTS AND INSPECTIONS
Tests, inspections and approvals of portions of the Work required by the Contract Documents
or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction
shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make
arrangements for such tests, inspections and approvals with an independent testing laboratory
or entity acceptable to the City, or with the appropriate public authority, and shall bear all
related costs of tests, inspections and approvals. The Contractor shall give the Engineer
timely notice of when and where tests and inspections are to be made so that the Engineer
may be present for such procedures.
ARTICLE 19 TERMINATION OF THE CONTRACT
19.1 TERMINATION BY THE CONTRACTOR
If the City fails to make a progress payment or a final payment for a period of thirty (30) days
after such payment is due. Then the Contractor may, upon seven additional days' written
notice to the City and the Engineer, terminate the Contract and recover from the City
payment for Work executed and reasonable overhead, and profit relating to the work not yet
performed.
19.2 TERMINATION BY THE CITY
19.2.1 The City may terminate the Contract if the Contractor:
.1 refuses or fails to supply enough properly skilled workers or proper materials to
maintain the project schedule;
.2 fails to make payment to Subcontractors for materials or labor in accordance with the
respective agreements between the Contractor and the Subcontractors;
.3 disregards laws, ordinances, or rules, regulations or orders of a public authority
having jurisdiction; or
.4 committed a material breach of a provision of the Contract Documents.
19.2.2 When any of the above reasons exists, the City, may, without prejudice to any other remedy
the City may have and after giving the Contractor seven days' written notice, terminate the
Contract and take possession of the site and all materials, equipment, tools, and construction
equipment and machinery thereon owned by the Contractor and may finish the Work by
whatever reasonable method the City may deem expedient. Upon request of the Contractor,
the City shall furnish to the Contractor a detailed accounting of the costs incurred by the City
in finishing the Work.
00500 - 19
19.2.3 When the City terminates the Contract for one of the reasons stated in Subparagraph 19.2.1,
the Contractor shall not be entitled to receive further payment until the Work is finished.
19.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including
compensation for the Engineer's services and expenses made necessary thereby, and other
damages incurred by the City and not expressly waived, such excess shall be paid to the
Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay
the difference to the City. The amount to be paid to the Contractor or City, as the case may
be, shall be certified by the Engineer, upon application, and this obligation for payment shall
survive termination of the Contract.
ARTICLE 20 OTHER CONDITIONS OR PROVISIONS
20.1 DISPUTE RESOLUTION
As a condition precedent to the filing of any suit or other legal proceeding, the parties shall
endeavor to resolve claims, disputes or other matters in question by mediation. Mediation
shall be initiated by any party by serving a written request for same on the other party. If the
parties cannot agree on the selection of a mediator, then the City shall select the mediator,
who, if selected solely by the City, shall be a mediator certified by the Supreme Court of
Florida. No suit or other legal proceeding shall be filed until the mediator declares an
impasse, which declaration, in any event, shall be issued by the mediator not later than sixty
(60) days after the initial mediation conference.
Dated this day of , 20
CITY OF EDGEWATER
CONTRACTOR
END OF SECTION
00500 - 20
AGENDA REQUEST - IQ
Station 55
Date: November 4, 2010
PUBLIC
HEARING November 15, 2010 RESOLUTION November 15, 2010 ORDINANCE
BOARD OTHER
APPOINTMENT CONSENT BUSINESS
ITEM DESCRIPTION:
Approval of Resolution 2010 -R -20 for the construction of the replacement Fire Station on the existing Fire Station 55 site.
BACKGROUND:
The City of Edgewater, Fire Rescue Department had been awarded a grant for $1.14 million dollars from FEMA to rebuild
Fire Station 55. Construction of the new fire station will meet the new, more stringent wind load and electrical
requirements. By meeting these new requirements, firefighters will have the ability to remain at this station during most
severe weather situations. The station will be equipped to meet new safety standards that were simply not available
during the original construction such as venting of exhaust fumes from apparatus and drive through apparatus bays. In
addition the new station will meet the future demands of the community. The City utilized their Financial Advisors, First
Southwest, for preparing and posting the RFP for the Revenue Note, Series 2010.
Lowest Responsive Bidders Years Interest Rate Prepayment
Rate Reset Penalty
1. BB &T 20 2.77% 10 years 1%
2. Wells Fargo 20 3.61% n/a Yes
3. TD Bank 20 3.19% 5 years 1%
STAFF RECOMMENDATION:
Staff recommends approval of Resolution 2010 -R -20 for the issuance of the Guaranteed Entitlement Revenue Note,
Series 2010 for the construction of a replacement Fire Station 55.
ACTION REQUESTED:
A motion to approve Resolution 2010 -R -20 for the Guaranteed Entitlement Revenue Note, Series 2010 and authorize the
mayor to execute all closing documents for the Guaranteed Entitlement Revenue Note, Series 2010 to finance the
replacement Fire Station 55 in the amount not to exceed $750,000.
FINANCIAL IMPACT:
Closing cost are covered by the proceeds of the Guaranteed Entitlement Revenue Note, Series 2010.
(Finance Director) Budget Amendment Required YES NO _x_
PREVIOUS AGENDA ITEM: YES NO If so, DATE: AGENDA ITEM #
Respectfull submitted, 4 Concurrence:
- b
Jo athan C. McKinney Robin L. Matusick
Finance Director Paralegal
'trace P ark low
City Manager
City of Edgewater, Florida
Guaranteed Entitlement Revenue Note, Series 2010
RFP Analysis as of November 4, 2010
Bank BB &T TD Bank Wells Fargo
Loan Terms:
Option 1: 2.77% with 10 yr reset Option 1: 3.19% reset every 5th yr
Indicative Rate as of
Interest Rate Option 2: 3.35% with 15 yr reset Option 2: 3.63% reset every 7th yr November 2, 2010
3.72% with 10 yr reset **
Option 3: 3.99% fixed rate 20 yrs Option 3: 4.08% reset every 10th yr
Rate Held Until 12/3/2010 12/15/2010 Rate will be locked -in three (3) days
prior to closing.
Yes, 1% Prepayment penalty until Greater of:
reset date (1) Principal balance x Remaining Term, Yes, subject to Make Whole
Prepayment Penalty
or (2) Yield Maintenance Fee (Make Provision
No penalty after reset date Whole Provision)
Guaranteed Entitlement Guaranteed Entitlement Guaranteed Entitlement
Security Only Only AND CB &A from available Non -Ad
Valorem Revenues
Expenses $2,500 $3,500 $2,500
Series 2010 � `tt4 '''�`a " C; — Ac , S" : �'' s *� �"t �, m ,,.t 's <
Preliminary / Subject to Change ,
Issuance Date 11/16/2010 11/16/2010 11/16/2010
Par Amount $750,000 $750,000 $750,000
Option 1: Option 2: Option 3: Option 1: I Option 2: Option 3:
10 yrs 15 yrs 20 yrs 5 yrs 7 yrs 10 yrs
Interest Rate 2.770% 3.350% 3.990% 3.190% 3.630% 4.080% 3.720 % **
Total Interest $243,518 $296,684 $360,945 $286,622 ! $330,022 $374,452 $333,359
Max. Annual Debt Service $54,003 $56,415 $59,389 $55,892 $57,679 $60,027 $57,900
Total Debt Service $993,518 $1,046,684 $1,110,945 $1,036,622 $1,080,022 $1,124,452 $1,083,359
All -In (TIC) 3.102% 3.693% 4.341% 3.591% I 4.045% 4.509% 4.068%
** The rate approximates 67% of the 10 year U.S. Dollar Swap Rate plus 190 basis points. The rate was 3.61% on October 19,2010
Preliminary and Subject to Change. FirStSOUthwest 4'
RESOLUTION 2010 — R — 20
A RESOLUTION OF THE COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE
ISSUANCE OF THAT CERTAIN CITY OF EDGEWATER,
FLORIDA GUARANTEED ENTITLEMENT REVENUE
NOTE, SERIES 2010, IN THE PRINCIPAL AMOUNT OF
NOT TO EXCEED $750,000, TO FINANCE A PORTION OF
THE COST OF THE ACQUISITION, CONSTRUCTION,
EQUIPPING OF A FIRE STATION; AUTHORIZING THE
ISSUANCE AND SALE OF THE NOTE TO BRANCH
BANKING AND TRUST COMPANY; PROVIDING THAT
THE NOTE SHALL BE A LIMITED OBLIGATION OF THE
CITY PAYABLE FROM THE GUARANTEED
ENTITLEMENT REVENUES RECEIVED BY THE CITY
FROM THE STATE OF FLORIDA AS PROVIDED
HEREIN; PROVIDING FOR THE RIGHTS, SECURITY
AND REMEDIES FOR THE OWNER OF THE NOTE;
DESIGNATING THE NOTE AS A QUALIFIED TAX -
EXEMPT OBLIGATION WITHIN THE MEANING OF THE
INTERNAL REVENUE CODE; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; AND PROVIDING FOR AN EFFECTIVE
DATE.
BE IT RESOLVED O VED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA, that:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted
pursuant to the provisions of the Act (defined below).
SECTION 2. DEFINITIONS. The following terms shall have the following meanings
herein, unless otherwise expressly set forth herein:
A. "Act" means Article VIII, Section 2 of the Constitution of the State of Florida,
Chapter 166, Florida Statutes, Chapter 218, Part II, Florida Statutes, the Charter of the City, and
other applicable provisions of law and this Resolution.
B. "Bank" means Branch Banking and Trust Company.
C. "Clerk" means the City Clerk of the Issuer, or in the Clerk's absence or
unavailability, a Deputy Clerk of the Issuer.
D. "Code" means the Internal Revenue Code of 1986, as amended, and any rules or
regulations promulgated thereunder.
E. "Council" means the City Council of the City of Edgewater.
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F. "Fiscal Year" means the fiscal year of the Issuer ending on each September 30.
G. "Fixed Rate" shall have the meaning specified in Section 6.B.(iii) of this
Resolution.
H. "Holder" or "Noteholder" means the registered owner of the Note. The Bank
shall be the initial Holder.
I. "Interest Rate Limit" means the interest rate limit under Section 215.84, Florida
Statutes.
J. "Issuer" means the City of Edgewater, Florida.
K. "Mayor" means the Mayor of the Issuer, or in the Mayor's absence or
unavailability, the Deputy Mayor, or such other person as may be duly authorized by the City
Council to act on his or her behalf.
L. "Note" means the Issuer's Guaranteed Entitlement Revenue Note, Series 2010, in
an amount of not to exceed $750,000 authorized by this Resolution.
M. "Paying Agent and Registrar" means such bank or trust company, within or
without the State of Florida, which may be approved by the Council prior to the issuance of the
Note, to be the agent of the Council for payment of the principal of and interest on the Note and
for maintenance of the registration books of the Council with respect to the exchange and
transfer of the Note; or, if no such bank or trust company is appointed, means the Clerk.
N. "Pledged Revenues" means, collectively: (i) all of the proceeds of the Note
pending the application thereof; and (ii) Guaranteed Entitlement Revenues received by the City
from the State pursuant to Chapter 218, Part II, Florida Statutes as provided in this Resolution.
0. "Project" means the acquisition, construction, equipping and improvement of a
Fire Station Number 55 located within the City.
P. "Purchase Price" means the face amount of the Note.
Q. "Resolution" means this Resolution, pursuant to which the Note is authorized to
be issued, including any supplements to or amendments of this Resolution.
W. "State" means the State of Florida.
SECTION 3. FINDINGS. It is hereby found, determined and declared as follows that:
A. The financing of the Project is in the public interest.
B. It is necessary, desirable and in the best interests of the Issuer and its inhabitants
that the Project be undertaken and that the Note be issued to fund the Project, in order to obtain
the benefits of the Project. The Project is appropriate to the needs and circumstances of, and
shall serve a public purpose by advancing the economic prosperity, the public health, or the
general welfare of the State and its people. The Issuer will be able to cope satisfactorily with the
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impact of the Project and will be able to provide, or cause to be provided when needed, the
public facilities, including utilities and public services, that will be necessary for the
construction, operation, repair and maintenance of the Project and on account of any increases in
population or other circumstances resulting therefrom.
C. Debt service on the Note will be payable from Pledged Revenues as provided
herein. The Pledged Revenues will be sufficient to pay the principal and interest on the Note
herein authorized, as the same becomes due, and to make all deposits required by this
Resolution. No ad valorem taxing power of the Issuer will ever be exercised nor will any Holder
of the Note have the right to compel the exercise of such ad valorem taxing power to pay the
principal of or interest on the Note or to make any other payments provided for in this
Resolution, and the Note shall not constitute a lien upon any property of the Issuer, except the
Pledged Revenues.
D. The Bank has, by written proposal, offered to purchase the Note at the Purchase
Price, at the interest rate set forth below, resulting in an average net interest cost rate less than the
Interest Rate Limit. The Council hereby determines that it is in the best interest of the Issuer to
accept the offer of the Bank to purchase the Note. Prior to the issuance of the Note, the Issuer
shall receive from the Bank a Purchaser's Certificate, the form of which is attached hereto as
Exhibit "B" and the Disclosure Letter containing the information required by Section
218.385(6), Florida Statutes, a form of which is attached hereto as Exhibit "C ".
E. The Note will not be a "private activity bond" as defined in Section 141 of the
Code.
F. The Council has not and does not reasonably expect to issue (including issues "on
behalf of" the Issuer, as determined under Section 265(b)(3)(E) of the Code) tax- exempt
obligations in excess of $30,000,000 aggregate face amount during the 2010 calendar year.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of
the acceptance of the Note authorized to be issued hereunder by the Holder, this resolution shall
be deemed to be and shall constitute a contract between the Issuer and such Holder. The
covenants and agreements herein set forth to be performed by the Council and the Issuer shall be
for the benefit, protection and security of the legal Holder of the Note.
SECTION 5. AUTHORIZATION OF NOTE AND PROJECT. For the purpose of
advancing funds to finance the costs of the Project, the Council does hereby authorize and
approve of the following:
A. the issuance of that certain "City of Edgewater, Florida Guaranteed Entitlement
Revenue Note, Series 2010" of the Issuer (the "Note ") in the principal amount of not to exceed
$750,000, in substantially the form of Exhibit "A" attached hereto, with such changes and
additions as the Mayor shall approve, his signature thereon constituting conclusive evidence of
such approval; and
B. the Council does hereby authorize and approve the application of the proceeds of
the Note to pay a portion of the cost of the Project and to pay all or a portion of the costs of
issuance of the Note.
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SECTION 6. DESCRIPTION OF NOTE.
A. The Note shall he issued in fully registered form, without coupons, shall be dated
as of the date of its delivery, shall be in the denomination of $750,000 and shall bear interest on
the outstanding principal balance thereof at the rate specified below. The Note shall be payable
as to principal and interest as set forth therein, and shall mature on October 1, 2030 (the
"Maturity Date "). The Note shall be payable with respect to both principal and interest in lawful
money of the United States of America at such address as the Holder may from time to time
designate.
B. Interest, which shall be calculated based on a 360 -day year consisting of twelve
30 day months, shall accrue on the outstanding principal balance of the Note as follows:
(i) Interest shall accrue on the outstanding principal balance of the Note at a
fixed interest rate equal to 2.77% (the "Initial Rate "). On October 1, 2020, the Initial
Rate shall be subject to adjustment by the Bank effective on October 1, 2020 to a new
fixed rate of interest determined by the Bank based on then current market conditions for
a ten year fixed rate note offered to borrowers whose credit quality is similar to that of
the Issuer. The Reset Rate shall apply to the Note on and after October 1, 2020 through
the Maturity Date. The Issuer shall pay all accrued but unpaid interest under the Note
semiannually on April 1 and October 1 of each Fiscal Year while the Note remains
outstanding, commencing on April 1, 2011.
(ii) The total liability of the Issuer for payment of interest shall not exceed any
limitations imposed on the payment of interest by applicable usury laws. If any interest is
received or charged by any Holder of the Note in excess of that amount, the Issuer shall
be entitled to an immediate refund of the excess.
C. The Issuer shall pay installments of principal under the Note as follows:
(i) Before October 1, 2012, the Issuer shall not be obligated to make any
principal payments on the Note.
(ii) Effective on October 1, 2012, principal payments on the Note shall be due
and payable commencing on October 1, 2012, and annually thereafter on October 1 of
each Fiscal Year while the Note remains outstanding.
(iii) The Issuer shall pay all remaining outstanding principal under the Note,
together with all then accrued and unpaid interest, on the Maturity Date, or if earlier, on
the date that the Issuer elects to optionally prepay the Note, as provided herein.
D. The Issuer may prepay all or any portion of the Note on any scheduled interest or
principal payment date for the Note at a prepayment price equal to: (i) the full principal amount
due on the Note as of the date of prepayment, plus (ii) a prepayment premium equal to one
percent (1 %) of the principal amount then due on the Note, plus (iii) accrued but unpaid interest
through the date of prepayment. In the event that the Issuer elects to prepay the Note on October
1, 2020, the date of the interest rate adjustment referenced in Section 6.A.(i) above, then the
prepayment price shall equal: (x) the full principal amount due on the Note as of the date of
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prepayment, plus (y) accrued but unpaid interest through the date of prepayment. At least fifteen
(15) days prior to the optional prepayment date, written notice of any such prepayment shall be
mailed, postage prepaid to the Bank at the address appearing upon the registration books of the
Issuer
SECTION 7. INTEREST RATE ADJUSTMENTS. Notwithstanding any contrary
provision set forth herein or in the Note, the interest rate applicable to the Note shall be adjusted
as follows:
A. The interest rate under the Note will be adjusted as follows:
(i) If the portion of the interest expense incurred or deemed to have been
incurred because the Noteholder holds the Note (the "Related Interest ") and which would
on the date of issuance of the Note be allowable as a deduction to the Noteholder during
any period is decreased below 80% because of any change in the tax laws or regulations,
or because the Note is not or ceases to be qualified as a "qualified tax- exempt obligation"
under Section 265(b)(3)(B) of the Code, then the interest rate on the Note otherwise
applicable during such period shall be increased each calendar year by a percentage
amount equal to (A - .20) x B x C where:
(a) A equals the fraction (expressed as a decimal) of the Related
Interest not allowable as a deduction to the Noteholder after the effective date of
the change or loss of "qualified" status;
(b) B equals the maximum corporate tax rate then in effect (expressed
as a decimal);
(c) C equals the Noteholder's Adjusted Cost of Funds (as defined
herein).
(ii) If the tax laws or regulations are amended to cause the interest on the Note
to be taxable, to be subject to a minimum tax or an alternative minimum tax, or to
otherwise decrease the effective after- tax yield on the Note to the Noteholder (directly or
indirectly, other than upon a Determination of Taxability (as defined herein) or upon a
change described in (i) and (ii) above) then the interest rate on the Note will be adjusted
to cause the effective after- tax yield on the Note to equal what the yield on the Note
would have been in the absence of such change or amendment in the tax laws or
regulations. If the tax laws or regulations are amended to increase the effective after -tax
yield on this Note to the Noteholder (including by way of an increase in the Federal Rate)
then the interest rate on the Note will be decreased to cause the effective after -tax yield
on the Note to equal what the yield would have been in the absence of such change or
amendment in the tax laws or regulations. Upon a Determination of Taxability, the
interest rate applicable to the Note shall be the Taxable Rate.
B. The above adjustments will be cumulative, but in no event will the interest rate on
the Note exceed the maximum rate permitted by law or the Taxable Rate, whichever is lower.
All adjustments to the interest rate on the Note resulting from a change in the tax laws or
regulations or otherwise will be effective on the effective date of the applicable change or the
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effective date of the change in tax treatment. Interest on the Note and all other tax rates and
interest rates are expressed as annual rates. However, proper partial adjustment will be made if
the tax law change is effective after the first day of the Noteholder's tax year or if interest on the
Note does not accrue for the entire tax year of the Noteholder. Adjustments which create a
circular calculation because the interest rate on the Note is affected by the calculation will be
carried out sequentially, increasing the interest rate on the Note accordingly in each successive
calculation using as the new value the increase the interest rate on the Note until the change on
the interest rate caused by the next successive calculation of the adjustment is de minimis. If
more than one of subparagraphs (i) or(ii) of Section 7.A. apply, then the interest rate on the Note
will be adjusted in the order listed above.
C. Upon the occurrence of a Determination of Taxability, the Issuer agrees to pay to
the Noteholder any penalties or interest or past due taxes payable by such Noteholder (but not
due to any negligent delay of the Noteholder) to the Internal Revenue Service by reason thereof.
D. For purposes of this Section 7, the following terms shall have the following
meanings:
(i) "Noteholder" means the Bank or, as the case may be, any successor holder
of the Note.
(ii) "Noteholder's Adjusted Cost of Funds" means the fraction (expressed as a
percentage), determined by the Noteholder or its parent bank holding company (in each
case from an examination of its financial statements), of the total interest expense of the
Noteholder for each calendar year divided by the total average adjusted bases of all assets
of the Noteholder during the calendar year as determined under Section 265(b)(2)(B) of
the Code or any successor provision.
(iii) "Determination of Taxability" means the circumstances of interest paid or
payable on the Note becoming includable for federal income tax purposes in the gross
income of the Noteholder as a consequence of any act, omission or event whatsoever and
regardless of whether the same was within or beyond the control of the Issuer. A
Determination of Taxability will be deemed to have occurred upon: (aa) the receipt by
the Noteholder of an original or a copy of an Internal Revenue Service Technical Advice
Memorandum or Statutory Notice of Deficiency which holds that any interest payable on
the Note is includable in the gross income of the Noteholder; (bb) the issuance of any
public or private ruling of the Internal Revenue Service that any interest payable on the
Note is includable in the gross income of the Noteholder; or (cc) receipt by the
Noteholder of an opinion of bond counsel that any interest on the Note has become
includable in the gross income of the Noteholder for federal income tax purposes. For all
purposes of this definition, a Determination of Taxability will be deemed to occur on the
date as of which the interest on the Note is deemed includable in the gross income of the
Noteholder. However, the Issuer will have a reasonable opportunity to contest the
memoranda, notices, rulings or opinions described in clauses (aa), (bb) and (cc) above
before a Determination of Taxability will be deemed to have occurred, but, if
unsuccessful, such Determination of Taxability shall be retroactive to the applicable date
under clause (aa), (bb) or (cc) above.
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(iv) "Federal Rate" means, at any time, the then - current maximum marginal
rate of federal corporate income taxation imposed pursuant to the Code.
(v) "Taxable Rate" means a rate equal to the applicable tax exempt rate
multiplied by 1.55.
SECTION 8. EXECUTION OF NOTE. The Council hereby authorizes and delegates
to the Mayor and the Clerk the authority to negotiate, execute and deliver the Note. The Note
shall be executed in the name of the Issuer by the Mayor and countersigned and attested by the
Clerk, either manually or with their facsimile signatures, and the Issuer's seal or a facsimile
thereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the
Paying Agent and Registrar shall appear on the Note, and the Note shall not be valid or
obligatory for any purpose or be entitled to any security or benefit under this Resolution unless
such certificate shall have been duly executed on the Note. The authorized signature for the
Paying Agent and Registrar shall be either manual or in facsimile; provided, however, that at
least one of the above signatures, including the authorized signature for the Paying Agent and
Registrar, appearing on the Note shall at all times be a manual signature. In case any one or
more of the officers who shall have signed or sealed the Note shall cease to be such officer of the
Council or the Issuer before the Note so signed and sealed shall have been actually sold and
delivered, the Note and each such Hedge Agreement may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed or sealed the Note had not ceased
to hold such office.
SECTION 9. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case
the Note shall become mutilated, or be destroyed, stolen or lost, the Council shall issue and
deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange
and substitution for such mutilated Note, or in lieu of and substitution for the Note, if any,
destroyed, stolen or lost, and upon the Holder furnishing the Council proof of its ownership
thereof and satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Council may prescribe and paying such reasonable expenses as the Issuer may
incur. Any Note so surrendered shall be canceled. If the lost, stolen or destroyed Note shall have
matured or be about to mature, instead of issuing a substitute Note, the Council may pay the
same, upon being indemnified as aforesaid, without surrender thereof. Any such duplicate Note
issued pursuant to this Section shall constitute an original, additional contractual obligation on
the part of the Issuer whether or not the lost, stolen or destroyed Note be at any time found by
anyone.
SECTION 10. NEGOTIABILITY. The Note shall be and have all the qualities and
incidents of a negotiable instrument under the laws of the State of Florida, and the Holder, in
accepting the Note, shall be conclusively deemed to have agreed that the Note shall be and have
all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida.
SECTION 11. REGISTRATION. The Council shall, prior to the proposed date of
delivery of the Note, by resolution designate the Paying Agent and Registrar, if the Paying Agent
and Registrar will be a bank or trust company. If no such designation is made, the Clerk shall be
the Paying Agent and Registrar. The Paying Agent and Registrar shall be responsible for
maintaining the books for the registration and transfer of the Note and, if a bank or trust
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company is so designated, in compliance with a written agreement to be executed between the
Council arid such bank or trust company as Paying Agent and Registrar prior to the delivery date
of the Note. The Clerk shall initially serve as Paying Agent and Registrar.
Upon surrender to the Paying Agent and Registrar for transfer or exchange of the Note,
duly endorsed for transfer or accompanied by an assignment or written authorization for
exchange, whichever is applicable, duly executed by the Holder or its attorney duly authorized in
writing, the Paying Agent and Registrar shall deliver in the name of the Holder or the transferee
or transferees, as the case may be, a new fully registered Note for the principal amount which the
Holder is entitled to receive.
When the Note is presented for transfer, exchange or payment (if so required by the
Council or the Paying Agent and Registrar), it shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in form and with guaranty of signature
satisfactory to the Council or the Paying Agent and Registrar, duly executed by the Holder or by
its duly authorized attorney.
The Paying Agent and Registrar or the Council may require payment from the holder or
transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection with any exchange or transfer of the Note. Such charges and expenses
shall be paid before any new Note shall be delivered.
Any new Note delivered upon any transfer or exchange shall be a valid obligation of the
Issuer, evidencing the same debt as the Note surrendered, shall be secured by this Resolution and
shall be entitled to all of the security and benefits hereof.
The Council and the Paying Agent and Registrar may treat the Holder of the Note as the
absolute owner thereof for all purposes, whether or not such Note shall be overdue, and shall not
be bound by any notice to the contrary.
SECTION 12. DISPOSITION OF NOTE PAID OR REPLACED. Whenever the
Note shall be delivered to the Paying Agent and Registrar for cancellation, upon payment of the
principal amount thereof, or for replacement, transfer or exchange, it shall, after cancellation,
either be retained by the Paying Agent and Registrar for a period of time specified in writing by
the Council, or at the option of the Council, shall be destroyed by the Paying Agent and Registrar
and counterparts of a certificate of destruction evidencing such destruction shall be furnished to
the Council.
SECTION 13. PAYMENT OF PRINCIPAL AND INTEREST; LIMITED
OBLIGATION. The Issuer promises that it will promptly pay the principal of and interest on
the Note at the place, on the dates and in the manner provided therein according to the true intent
and meaning hereof and thereof. The Note shall not be or constitute a general obligation or
indebtedness of the State of Florida or the Issuer as "bonds" within the meaning of Article VII,
Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues
in accordance with the terms hereof. No holder of the Note issued hereunder shall ever have the
right to compel the exercise of any ad valorem taxing power to pay such Note, or be entitled to
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payment of such Note from any funds of the Issuer except from the Pledged Revenues as
described herein.
SECTION 14. AVAILABILITY OF NOTE PROCEEDS; COSTS. The Note
proceeds are available solely for the purposes provided herein and consistent with the
requirements of Florida law, including the Act. The money received from the proceeds of the
Note shall be applied to pay the costs of the Project, and, at the election of the Issuer, the costs of
issuance of this Note. Any proceeds of the Note remaining after the completion of the Project
shall be applied to pay the next available payment of principal and interest on the Note.
SECTION 15. NOTEHOLDER NOT AFFECTED BY USE OF NOTE
PROCEEDS. The Holder of the Note shall have no responsibility for the use of the proceeds of
the sale of the Note, and the use of the Note proceeds by the Issuer shall in no way affect the
rights of such Noteholder.
SECTION 16. SALE OF NOTE. The Note is hereby awarded and sold at negotiated
sale to the Bank at the Purchase Price. The applicable officers of the Council are authorized, in
their discretion, to execute and deliver agreements, certificates or documents related to the
issuance of the Note, including a waiver of right to jury trial, to the extent deemed necessary by
the Holder.
SECTION 17. TAX EXEMPTION; QUALIFIED TAX - EXEMPT OBLIGATION
DESIGNATION. The Issuer covenants that it (i) will not use the proceeds of the Note in any
manner which would cause the interest on the Note to be or become includable in the gross
income of the owner thereof for federal income tax purposes or cause the Note not to be a
"qualified tax- exempt obligation ", (ii) will not do any act or fail to do any act which would cause
the interest on the Note to become includable in the gross income of the owner thereof for
federal income tax purposes or cause the Note not to be "qualified tax- exempt obligations ", and
(iii) will comply with all provisions of the Code necessary to maintain the exclusion of interest
on the Note from the gross income of the owner thereof for federal income tax purposes,
including, in particular, the payment of any amount required to be rebated to the United States
Treasury pursuant to the Code. The Clerk, or his designee, is authorized to make or effect any
election, selection, choice, consent, approval or waiver on behalf of the Council with respect to
the Note as the Council or the Issuer is required to make or give under the federal income tax
laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or
characterization of the Note or interest thereon or assuring compliance with requirements for that
purpose, reducing the burden or expense of such compliance, reducing the rebate amount or
payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or
payments, as determined by such officer, or his designee. Any action of such officer, or his
designee, in that regard shall be in writing and signed by such officer, or his designee.
The Issuer shall be responsible for determining any rebate to the United States Treasury
which is required by Section 148 of the Code. However, if the Issuer fails, in the Noteholder's
judgment, to properly determine such rebate amount then the Noteholder may, at the Issuer's
expense, hire counsel, accountants or experts which the Noteholder, in its sole discretion,
determines advisable to determine the amount, due dates and any other rebate requirements and
the Issuer shall remit such rebate amount to the federal government not later than the due date
9
4848 - 7432 - 1415.2
43699/0002
thereof. The Noteholder will not be liable for any failure to comply with Section 148 of the
Code. The Noteholder shall not be liable for any failure of the Issuer or the Council to comply
with Section 148 of the Code with respect to the Note.
The Council hereby designates the Note as a "qualified tax- exempt obligation" as defined
in Section 265(b)(3)(B) of the Code.
SECTION 18. REMEDIES OF NOTEHOLDER. If any payment of principal of or
interest on the Note not received by the Holder within 15 days after it is due, then the Holder
may, at its option, declare the principal sum outstanding under the Note, together with all
accrued interest thereon, to be immediately due and payable. In addition to any other remedies
set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or
other proceeding in any court of competent jurisdiction, protect and enforce any and all rights
under the laws of the State, or granted or contained in this Resolution, and may enforce and
compel the performance of all duties required by this Resolution, or by any applicable statutes to
be performed by the Issuer or by any officer thereof.
SECTION 19. OTHER COVENANTS. The Issuer covenants that, so long as the Note
remains outstanding:
A. As long as any amounts remain outstanding under the Note, the Issuer shall
deliver to the Holder (a) a copy of its audited financial statements for the Fiscal Year then ended
no later than 270 days after the end of each Fiscal Year; (b) a copy of the accountant's
management letter received by Issuer from its accountant; and (c) a copy of its budget for each
fiscal year not later than thirty (30) days after it is adopted. The Issuer shall also provide the
Noteholder with such other financial information as it shall reasonably request from time to time.
Such information may include, but is not limited to, financial information relating to the Project.
B. The Issuer covenants to maintain adequate insurance with respect to the Project
and its operations, to comply with federal and State laws applicable to its business and operations
and the Project, shall maintain the Project in good condition and working order.
C. The Issuer will deposit the proceeds of the Note into a Project account to be
maintained by the City in an account established with the Bank.
SECTION 20. BANK FEES AND EXPENSES. The Issuer agrees to pay, and save the
Noteholder harmless against liability for the payment of, all out -of- pocket expenses arising in
connection with this transaction (including any renewals or modifications relating hereto), and
the fees and expenses of the Noteholder's counsel, provided, however, that such fees and
expenses of Noteholder's counsel shall not exceed $2,500.
SECTION 21. MODIFICATION AND AMENDMENT. No modification or
amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto
may be made without the consent in writing of the Holder of the Note; provided, however, that
no consent of the Holder shall be required for amendments made to cure any ambiguity, formal
defect or omission in this Resolution.
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43699/0002
SECTION 22. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions of this resolution should be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separate from the remaining
covenants, agreements or provisions and in no way affect the validity of all the other provisions
of this resolution or of the Note issued hereunder.
SECTION 23. GOVERNING LAW. The Resolution and the Note and the duties and
obligations of parties hereunder and thereunder shall be governed by the laws of the State.
SECTION 24. REGULARITY OF PROCEEDINGS; COMPLIANCE WITH
STATUTES. The adoption of this Resolution, and the issuance and delivery of the has been
duly authorized by the Council, and all conditions, acts and things necessary and required by the
Constitution and laws of the State of Florida or otherwise, to exist, to have happened, or to have
been performed precedent to and in connection with the execution and delivery of the Note, and
precedent to and in connection with the adoption of this Resolution, do exist, have happened and
have been performed in regular form, time and manner.
SECTION 25. EFFECTIVE DATE. This resolution shall take effect immediately upon
its adoption.
After Motion for approval by and Second by
, the vote on this Resolution was as follows:
AYE NAY
Mayor Mike Thomas
Councilwoman Debra J. Rogers
Councilwoman Gigi Bennington
Councilwoman Harriet B. Rhodes
Councilman Ted Cooper
PASSED AND DULY ADOPTED this 15th day of November, 2010.
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4848 - 7432 - 1415.2
43699/0002
ATTEST: APPROVED:
CITY OF EDGEWATER, FLORIDA
By:
Bonnie Wenzel, City Clerk
(Seal)
Mike Thomas, Mayor
Robin L. Matusick, Paralegal
For use and reliance only by the City of Approved by the City Council of the City of
Edgewater, Florida. Approved as to form and Edgewater at a meeting held this 15th day of
legality by: November, 2010 under agenda Item No. .
Carolyn S. Ansay, Esquire
City Attorney
Doran, Wolfe, Ansay & Kundid
12
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43699/0002
EXHIBIT A
[FORM OF NOTE]
ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S
CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED)
CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS
AMENDED, AND REGULATION D THEREUNDER.
$750,000
CITY OF EDGEWATER, FLORIDA
GUARANTEED ENTITLEMENT REVENUE NOTE, SERIES 2010
Issue Date: November , 2010 Maturity Date: October 1, 2030
KNOW ALL MEN BY THESE PRESENTS that the City of Edgewater, Florida (the
"Issuer "), a political subdivision 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 Branch Banking and Trust Company or its registered assigns (hereinafter, the
"Holder "), the principal sum advanced hereunder in an amount equal to $750,000, together with
interest on the outstanding principal balance of this Note at such interest rates described below
based upon a year of 360 days consisting of twelve 30 -day months. Unless sooner paid in
accordance with the terms of this Note, all outstanding amounts under the Note shall be due and
payable on the Maturity Date. Principal of and interest on this Note is payable in lawful money
of the United States of America at such place as the Holder may designate to the Issuer in
writing. Capitalized terms used herein but not defined shall have the respective meanings set
forth in that certain Resolution No. 2010- duly adopted by the Issuer on November , 2010
as from time to time amended and supplemented (herein referred to as the "Resolution ").
Interest shall accrue on the outstanding principal balance of the Note at a fixed interest
rate equal to 2.77% (the "Initial Rate "). On October 1, 2020, the Initial Rate shall be subject to
adjustment by the Holder effective on October 1, 2020 to a new fixed rate of interest determined
by the Holder based on then current market conditions for a ten year fixed rate note offered to
borrowers whose credit quality is similar to that of the Issuer. T he Reset Rate shall apply to the
Note on and after October 1, 2020 through the Maturity Date. In no event shall the interest rate
on this Note exceed the Interest Rate Limit. No principal payments on this Note are required
until October 1, 2012, and thereafter, annually on October 1. Such interest shall be paid
semiannually, commencing April 1, 2011, and on each subsequent October 1 and April 1
thereafter until the Maturity Date. The scheduled payments of principal and interest on the Note
are set forth in a debt service schedule attached to this Note.
A -1
4848 - 7432 - 1415.2
43699/0002
This Note is subject to optional prepayment by the Issuer in accordance with the terms of
the Resolution. At least fifteen (15) days prior to the optional prepayment date, written notice of
any such prepayment shall be mailed, postage prepaid to the registered Holder at the address
appearing upon the registration books of the Issuer.
If any date for the payment of principal and interest hereon shall fall on a day which is
not a Business Day (as defined in the Resolution hereinafter defined) the payment due on such
date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not
receive credit for the payment until it is actually received by the Holder.
All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then
to other charges due the Holder, and the balance thereof shall apply to principal.
THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE
ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR
CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE
HOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE
RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING
POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY
THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE
OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION.
This Note is issued pursuant to the Act (as defined in the Resolution). All terms,
conditions and provisions of the Resolution including without limitation remedies upon the
occurrence of an event of default are by this reference thereto incorporated herein as a part of
this Note. Payment of the Note is secured by Pledged Revenues (as defined in the Resolution).
Terms used herein in capitalized form and not otherwise defined herein shall have the meanings
ascribed thereto in the Resolution.
This Note may be exchanged or transferred by the Holder hereof but only upon the
registration books maintained by the Issuer and in the manner provided in the Resolution.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and the
issuance of this Note do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Note is in full compliance with and does
not exceed or violate any constitutional or statutory limitation.
If (i) the interest on this Note becomes includable in the gross income of the Holder for
Federal income tax purposes (an "Event of Taxability ") because of any amendments to existing
law which would adversely affect the Holder's after -tax yield, or (ii) the Note shall not be "a
qualified tax exempt obligation" as defined in Section 265(b)(3) of the Internal Revenue Service
Code of 1986, as amended (the "Code "), then the Holder shall have the right to adjust the interest
rate with the same after -tax yield as if the events in (i) or (ii) had not occurred. This adjustment
shall survive payment of this Note until such time as the federal statute of limitations under
which the interest on this Note could be declared taxable under the Code shall have expired.
A -2
4848 - 7432 - 1415
43699/0002
For so long as this Note is owned by the Holder, the interest rate set forth above assumes
a maximum corporate tax rate of 35 %. In the event of a change in the maximum corporate tax
rate, so long as this Note is owned by the Holder, or its successors and assigns, the Holder shall
have the right to adjust such interest rate in order to maintain the same after -tax yield. The
interest rate on the Note is also subject to adjustment in accordance with the terms of the
Resolution.
IN WITNESS WHEREOF, the City Council of the City of Edgewater, Florida has caused
this Note to be executed in its name by the manual signature of its Mayor and attested by the
manual signature of its City Clerk, and its seal to be impressed hereon, all as of this day of
November, 2010.
CITY OF EDGEWATER, FLORIDA
By:
, Mayor
ATTEST:
By:
, City Clerk
A -3
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43699/0002
EXHIBIT B
FORM OF PURCHASER'S CERTIFICATE
This is to certify that Branch Banking and Trust Company (the "Purchaser ") has not
required the City of Edgewater, Florida (the "Issuer ") 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 Issuer in
connection with the issuance of its Guaranteed Entitlement Revenue Note, Series 2010 dated
November , 2010, in an aggregate principal amount of the not to exceed $750,000 (the
"Note "), and no inference should be drawn that the Purchaser, in the acceptance of said Note, is
relying on Bond Counsel or Issuer's Counsel as to any such matters other than the legal opinion
rendered by Bond Counsel, Broad and Cassel, and by Issuer's Counsel,
1. Any capitalized undefined terms used herein not
otherwise defined shall have the meaning set forth in Resolution No. 2010- adopted by
the City Council of the Issuer on November , 2010 (the "Resolution ").
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 Issuer, Bond Counsel nor Issuer's Counsel 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 Note as an
investment for our own account and not with a present view to a resale or other distribution to
the public. We understand that the Note may not be transferred except to a bank, savings
association, insurance company or other "accredited investor" as described below in accordance
with the restrictions set forth in the Note.
We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not
purchasing the Note 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.
We are an "accredited investor" as such term is defined in the Securities Act of 1933, as
amended, and Regulation D thereunder.
DATED this of November, 2010.
BRANCH BANKING AND TRUST
COMPANY
By:
Name:
Its:
B -1
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43699/0002
EXHIBIT C
FORM OF DISCLOSURE LETTER
The undersigned, as purchaser, proposes to negotiate with the City of Edgewater, Florida
(the "Issuer ") for the purchase of its Guaranteed Entitlement Revenue Note, Series 2010 (the
"Note ") in the principal amount of not to exceed $750,000. Prior to the award of the Note, the
following information is hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to be
incurred for services rendered to us (the "Bank ") in connection with the issuance of the Note
(such fees and expenses to be paid by the Issuer):
[Bank's Counsel]
Bank Counsel Fees -- $
2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank
in connection with the issuance of the Note 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 Issuer, for any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer
and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the
purchase of the Note.
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 Note is being issued primarily to finance the acquisition, construction, equipping and
improvement of a fire station to be located in the City of Edgewater.
Unless earlier redeemed, the Note is expected to be repaid at the end of twenty (20) years.
At an initial interest rate of 2.77% with total interest paid over the life of the Note estimated to be
The Note will be payable solely from Pledged Revenues of the Issuer under and as
described in its Resolution No. 2010- adopted on November_, 2010 (the "Resolution ").
See the Resolution for a definition of Pledged Revenues. Based on the above assumptions,
issuance of the Note is estimated to result in an annual average of approximately $ of
Pledged Revenues of the Issuer not being available to finance the services of the Issuer during
the life of the Note.
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4848- 7432 - 1415.2
43699/0002
6. The name and address of the Bank is as follows:
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on
behalf of the Bank this day of November, 2010.
BRANCH BANKING AND TRUST
COMPANY
By:
Name:
Its:
C -2
4848- 7432 - 1415.2
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qb
AGENDA REQUEST
Final Year End Amended Budget
Date: November 4, 2010
PUBLIC HEARING November 15, 2010 RESOLUTION November 15, 2010 ORDINANCE
CONSENT OTHER BUSINESS
ITEM DESCRIPTION:
Resolution 2010 -R -19; approving the Final Year End Amended Budget for the City for Fiscal year 2009-
2010.
BACKGROUND:
Per Florida Statutes, including Chapter 200.065 (2)(e) 1. Provides that the City Council shall adopt a final
budget and all adjustments prior to 60 days after the end of the fiscal year.
STAFF RECOMMENDATION:
Staff recommends City Council approve Resolution 2010 -R -19 herein referred to as the Final Year End
Amended Budget for Fiscal Year 2009 — 2010.
ACTION REQUESTED:
Motion to approve Resolution 2010 -R -19 herein referred to as the Final Year End Amended Budget for
Fiscal Year 2009 — 2010.
FINANCIAL IMPACT: �/�f
(Finance Director)
/"
(SPECIFY IF BUDGET AMENDMENT IS REQUIRE b) YES X NO
PREVIOUS AGENDA ITEM: YES NO
If so, DATE: AGENDA ITEM #
Respectfu y submitted, Concurrence:
.�. /1/
J.'athan C. McKinney Robin L. Matusick
Finance Director Paral-gal
,or
racey '. ' - ow
City . nager
RESOLUTION 2010 -R -19
A RESOLUTION OF THE CITY COUNCIL OF
EDGEWATER, FLORIDA, ADOPTING FINAL YEAR
BUDGET ADJUSTMENTS TO THE 2009 -2010 FISCAL
YEAR BUDGET AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Edgewater, by Resolution 2009 -R -23, adopted an operating
budget for Fiscal Year 2009 -2010; and
WHEREAS, the City Manager performed an extensive year end review of the revenue
and expenditure figures for each fund to compare the current amounts with the amount budgeted;
and
WHEREAS, the year end budget adjustments decrease revenues and expenditures in
total by $3,385,106; and
WHEREAS, the year end budget adjustments will allow the City of Edgewater to
finanlize the Fiscal Year 2009 -2010 Budget.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY
Section 1. Final Budget Adjustment: The City Council of the City of Edgewater
amends the Fiscal Year 2009 -2010 budget by revising the budget in total pursuant to itemizations
contained in Exhibit "A" which is attached hereto and incorporated herein.
Section 2. Effective Date. This Resolution shall become effective immediately upon
passage and adoption.
After Motion for approval by and Second by
, the vote on this Resolution was as follows:
2010 -R -19 1
AYE NAY
Mayor Mike Thomas
Councilwoman Debra J. Rogers
Councilwoman Gigi Bennington
Councilwoman Harriet B. Rhodes
Councilman Ted Cooper
PASSED AND DULY ADOPTED this 15th day of November, 2010.
ATTEST: APPROVED:
CITY OF EDGEWATER, FLORIDA
I i
By:
Bonnie Wenzel, City Clerk Mike Thomas, Mayor
(Seal)
Robin L. Matusick, Paralegal
For use and reliance only by the City of Approved by the City Council of the City of
Edgewater, Florida. Approved as to form and Edgewater at a meeting held this 15th day of
legality by: Carolyn S. Ansay, Esquire November, 2010 under agenda Item No.
City Attorney
Doran, Wolfe, Ansay & Kundid
2010 -R -19 2
FINAL SUMMARY OF FUNDS
Exhibit "A"
AMENDED BUDGET ACTUAL FINAL AMENDED BUDGET
REVENUES AND EXPENSES FY 2009 - 2010 REVENUES EXPENDITURES REVENUES EXPENDITURES REVENUES EXPENDITURES VARIANCE
001 - GENERAL $ 12,544,666 $ 12,544,666 $ 11,949,606 $ 12,128,055 $ 12,300,000 $ 12,300,000 $ (244,666)
105 - ANIMAL SERVICES $ 279,690 $ 279,690 $ 177,050 $ 217,513 $ 230,000 $ 230,000 $ (49,690)
113 - LAW ENFORCEMENT BLOCK $ 1,000 $ 1,000 $ 7,188 $ 3,198 $ 7,188 $ 7,188 $ 6,188
114 - GRANTS $ 3,660,068 $ 3,660,068 $ 1,263,096 $ 2,900,000 $ 3,000,000 $ 3,000,000 $ (660,068)
115 - SPECIAL LAW ENFORCEMENT TRUST $ 58,200 $ 58,200 $ 13,008 $ - $ 15,000 $ 15,000 $ (43,200)
116 - TRANSPORTATION IMPACT FEE $ 263,000 $ 263,000 $ 69,643 $ - $ 75,000 $ 75,000 $ (188,000)
117 - POLICE IMPACT FEE $ 131,000 $ 131,000 $ 5,512 $ - $ 10,000 $ 10,000 $ (121,000)
118 - FIRE IMPACT FEE $ 213,095 $ 213,095 $ 8,807 $ - $ 10,000 $ 10,000 $ (203,095)
119 - RECREATION IMPACT FEE $ 190,000 $ 190,000 $ 13,773 $ 60,000 $ 15,000 $ 15,000 $ (175,000)
205 - I & S DEBT SERVICE $ 31,414 $ 31,414 $ 30,350 $ 31,375 $ 31,414 $ 31,414 $ -
220 - DEBT SERVICE $ 911,371 $ 911,371 $ 1,365,967 $ 1,365,967 $ 1,375,000 $ 1,375,000 $ 463,629
331 - CAPITAL PROJECTS $ 490,997 $ 490,997 $ 265,421 $ 265,421 $ 275,000 $ 275,000 $ (215,997)
440 - WATER & SEWER $ 8,113,356 $ 8,113,356 $ 7,307,101 $ 7,273,035 $ 8,113,356 $ 8,113,356 $ -
442 - WATER DEVELOPMENT $ 649,000 $ 649,000 $ 83,275 $ 149,000 $ 175,000 $ 175,000 $ (474,000)
443 - SEWER DEVELOPMENT $ 313,389 $ 313,389 $ 84,812 $ - $ 100,000 $ 100,000 $ (213,389)
444 - RENEWAL & REPLACEMENT $ 3,708,000 $ 3,708,000 $ - $ 2,232,576 $ 2,750,000 $ 2,750,000 $ (958,000)
445 - RATE STABILIZATION $ 500,000 $ 500,000 $ 500,000 $ - $ 500,000 $ 500,000 $ -
447 - REFUSE $ 3,203,972 $ 3,203,972 $ 2,706,864 $ 2,491,301 $ 3,000,000 $ 3,000,000 $ (203,972)
448 - STORMWATER OPERATING $ 1,274,076 $ 1,274,076 $ 1,296,086 $ 1,151,316 $ 1,300,000 $ 1,300,000 $ 25,924
449 - STORMWATER CAPITAL $ 680,073 $ 680,073 $ 78,357 $ 535,898 $ 600,000 $ 600,000 $ (80,073)
501 - MIS $ 350,142 $ 350,142 $ 350,142 $ 353,075 $ 360,000 $ 360,000 $ 9,858
502 - FLEET $ 770,786 $ 770,786 $ 590,449 $ 605,146 $ 650,000 $ 650,000 $ (120,786)
503 - LOSS $ 325,605 $ 325,605 $ 325,605 $ 338,028 $ 340,000 $ 340,000 $ 14,395
504 - FULLY INSURED INSURANCE $ 1,917,866 $ 1,917,866 $ 1,959,746 $ 1,909,312 $ 1,960,000 $ 1,960,000 $ 42,134
505 - WORKERS COMPENSATION $ 222,881 $ 222,881 $ 226,583 $ 208,616 $ 226,583 $ 226,583 $ 3,702
TOTAL ALL FUNDS $ 40,803,647 $ 40,803,647 $ 30,678,441 $ 30,678,441 $ 37,418,541 $ 37,418,541 $ (3,385,106)
9c�
AGENDA REQUEST
Date: November 8, 2010
PUBLIC
HEARING X RESOLUTION 11/15/10 ORDINANCE
BOARD OTHER
APPOINTMENT CONSENT BUSINESS
ITEM DESCRIPTION
Resolution No. 2010 -R -21 Accepting and adopting the Election results of
the November 2, 2010 General Election and
incorporating the amendments into the City
Charter
BACKGROUND
A General Election was held on November 2, 2010 in the City of Edgewater for determination of City
Council for Mayor, District 1 and District 3 and proposed Charter amendments. All votes have been
tabulated and confirmed by the Volusia County Canvassing Board.
RECOMMENDATION
Staff recommends approval of Resolution No. 2010 -R -21; accepting and adopting the results of the
November 2, 2010 General Election; authorizing and directing the City Clerk to incorporate the
amendments into the City Charter and to file with the Department of State.
ACTION REQUESTED
Motion to approve Resolution No. 2010 -R -21
FINANCIAL IMPACT: (FINANCE DIRECTOR)
PREVIOUS AGENDA ITEM: YES NO X
DATE: AGENDA ITEM NUMBER:
Respectfully Submitted By:
Bonnie Wenzel racey " : arlow Robin Matusick
City Clerk City anager Paralegal
RESOLUTION 2010 -R -21
A RESOLUTION OF THE CITY COUNCIL OF
EDGEWATER, FLORIDA, ACCEPTING AND ADOPTING
THE ELECTION RESULTS OF THE NOVEMBER 2, 2010
GENERAL ELECTION; AUTHORIZING AND DIRECTING
THE CITY CLERK TO INCORPORATE AMENDMENTS
INTO THE CITY OF EDGEWATER CHARTER AND TO
FILE THE REVISED CHARTER WITH THE FLORIDA
DEPARTMENT OF STATE; ACKNOWLEDGING THE
EFFECTIVE DATE OF CHARTER AMENDMENTS;
PROVIDING FOR INTENT AND PURPOSE OF
RESOLUTION; PROVIDING FOR SEVERABILITY;
REPEALING ALL RESOLUTIONS IN CONFLICT
HEREWITH; PROVIDING AN EFFECTIVE DATE.
WHEREAS, in accordance with Ordinance 2010 -0 -08 and Ordinance 2010 -0 -09, on
November 2, 2010, a General Election was held in the City of Edgewater for determination of
City Council for Mayor, District 1 and District 3; and proposed charter amendments; and
WHEREAS, the City Council of the City of Edgewater, Florida, has determined that all
votes have been tabulated and confirmed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA, as follows:
Section 1. The candidates in the November 2, 2010 general election received the
number of votes as set forth below:
MAYOR
Mike Thomas 3300
Dennis Vincenzi 2898
DISTRICT 1
James P. Brown 2186
Justin A. Kennedy 3379
2010 -R -21
DISTRICT 3
Mike Ignasiak 2998
Ben Wagner 2713
Section 2. The Council members for the four (4) year term of office beginning
December 6, 2010, are set forth below:
MAYOR
Mike Thomas
DISTRICT 1
Justin A. Kennedy
DISTRICT 3
Mike Ignasiak
Section 3. Charter Amendment Related to Residency Requirements of Certain
City Department Heads or Employees.
City of Edgewater Referendum
Amendment of Residency Requirements of Certain City Department Heads or Employees
The current City Charter requires certain Department Heads reside in the city. The City Council
may waive this residency requirement if deemed in the best interests of procuring the services of
the most qualified professional applicant and the Council finds extraordinary circumstances
exist. Currently, this waiver is not available to the Police and Fire Chief. This Amendment
removes the requirement that extraordinary circumstances exist and makes such waiver available
to the Police and Fire Chief.
Shall the above - described Charter amendment be adopted?
YES 3132 votes
NO 3104 votes
2010 -R -21
Section 4. Charter Amendment for Amending Thirty -Five Foot Building Height
Restriction from City Charter.
City of Edgewater Referendum
Amending City Charter as to Building Height Restrictions
The City Charter currently provides for a building height restriction on thirty -five (35) feet,
except for Business /Commercial, Public /Semi - Public or Industrial Buildings. This Charter
amendment limits the applicability of the City Charter building height restriction of thirty -five
(35) feet to buildings east of the centerline of US Highway 1.
Shall the above - described Charter amendment be adopted?
YES 3323 votes
NO 2941 votes
Section 5. Acceptance and Adoption of Election Results. The results of the
November 2, 2010 General Election are hereby accepted and adopted by the City Council.
Section 6. Incorporation and Filing. In accordance with section 166.031, Florida
Statutes, the Charter Amendments adopted by a majority of the electors as set forth above shall
be incorporated into the Charter of the City of Edgewater and the City Clerk is authorized and
instructed to file the revised Charter with the Department of State.
Section 7. Effective Date of Charter Amendments. The effective date of the
Charter Amendments are as follows:
Charter Amendment Related to Upon Certification of
Residency Requirements of Certain Election Results
City Department Heads or Employees
Charter Amendment for Amendment of Upon Certification of
Thirty -Five Foot Building Height Election Results
Restriction from City Charter
Section 8. Intent and Purpose of Resolution. The adoption of this Resolution is not
an expression of a policy statement by the City Council either for or against the content of the
2010 -R -21
Charter Amendment and shall be construed solely as a ministerial duty in compliance with
Section 166.031, Florida Statutes.
Section 9. Severabilitv. If any section, subsection, sentence, clause, phrase or
portion of this Resolution is for any reason held invalid or unconstitutional by any court of
competent jurisdiction, such portion shall be deemed a separate, distinct and independent
provision and such holding shall not affect the validity of the remaining portion hereto.
Section 10. All resolutions or parts of resolutions in conflict herewith be and same are
hereby repealed.
Section 11. Effective Date. This Resolution shall become effective immediately upon
passage and adoption.
After Motion for approval by and Second by
, the vote on this Resolution was as follows:
AYE NAY
Mayor Mike Thomas
Councilwoman Debra J. Rogers
Councilwoman Gigi Bennington
Councilwoman Harriet B. Rhodes
Councilman Ted Cooper
2010 -R -21
PASSED AND DULY ADOPTED this 15th day of November, 2010.
ATTEST: APPROVED:
CITY OF EDGEWATER, FLORIDA
Bonnie Wenzel Mike Thomas
City Clerk Mayor
(Seal)
Robin L. Matusick
Paralegal
For use and reliance only by the City of Approved by the City Council of the City of
Edgewater, Florida. Approved as to form and Edgewater at a meeting held this 15th day of
legality by: Carolyn S. Ansay, Esquire November, 2010 under agenda Item No.
City Attorney
Doran, Sims, Wolfe, Ansay &
Kundid
2010 -R -21
AGENDA REQUEST
Date: October 22, 2010
PUBLIC
HEARING RESOLUTIONS ORDINANCE
BOARD OTHER
APPOINTMENT 11/1.5 /10 CONSENT BUSINESS
ITEM DESCRIPTION:
Request for re- appointment to the Edgewater Library Board due to the term of Laverna McGinnis
expiring on April 9, 2010.
BACKGROUND:
Laverna McGinnis was appointed to the Library Board on January 26, 2004 to fill the remaining term
of Linda Ladd. She was reappointed on April 9, 2007. Her current term expired on April 9, 2010
and she is requesting reappointment.
STAFF RECOMMENDATION:
At the October 5, 2010 meeting of the Library Board, they unanimously voted to recommend the City
Council reappoint Laverna McGinnis for another three -year term.
ACTION REQUESTED:
Motion to reappoint Laverna McGinnis for another three -year term to the Edgewater Library Board.
FINANCIAL IMPACT: (FINANCE DIRECTOR) N/A
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED)
PREVIOUS AGENDA ITEM: YES NO X
DATE: AGENDA ITEM NO.
Respectfully submitted,
r - 13 1 ,0.serrN--.) , J -- ------
Lisa Bloomer
Library Board Board Coordinator
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Saturday, Nov. 20, 2010 ..
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• Ribbon Cutting 10 am
• Free Blood Pressure Screening
A Ill
• Tour Edgewater's New *First
Responder" Vehicle
• Electronics Recycling, 8 am — 2 pm
'i
1.k 1108 S. Ridgewood Ave. (at the corner of W. Turgot Ave.)
ao
• ♦ For additional information, please call Leisure Services at (386) 424-2485 •
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'm
ILED
CITY COUNCIL ACCOMPLISHMENTS
Q Enhanced Police Reserve program Q Enhanced disability accessibility of City Hall and
Q Completed Development of Regional Impact (DRI) associated offices
and Development Order (DO) process for Q Updated the Comprehensive Plan to include the
Restorations Development school element
Q Resolved lawsuit regarding ParkTowne land sale El Adopted Capital Improvement Element (CIE) in
Q Established Brownfield Districts the Comprehensive Plan
Q Completed Comprehensive Economic Q Made needed amendments to the General
Development Strategy (CEDS)
Employee's Pension Plan
Q Completed and Implemented Comprehensive Q Ratified FY08, FY09, FY10 & FY11 labor
Employee Salary Study agreements with general & police employee's
El Increased publicity regarding Reclaim Water El Mold mediation of the Evidence Building
Initiative El Made required repairs of roofs on police and fire
El Enhanced economic development initiatives in the stations
city El Updated the City seal
El Completed George R. Kennedy Memorial Park El Completed development of Base Leg Dr. and
renovations Rowan Way in ParkTowne Industrial Park
El Hired a City Clerk & City Manager El Completed Contingency Transport Certification
El Hired Environmental Services Director, Finance El Secured grant for 30th Street sidewalk
Director, Police Chief& Fire Chief
El Drafted Water Supply Facilities Work Plan
Q Expand the number of reclaimed water accounts
El Got the US 1 sidewalk expansion project on the
Q Updated city web site to include additional Volusia County MPO List of Prioritized Bike/Ped
information Enhancement Projects
El Enhanced Animal Control Ordinance El Revised Capital Improvements Element and
El Completed promotional video for the City Capital Improvement Plan in-house
El Completed Installation of 4 additional water El Adopted Certificate of Use and Business Tax
supply wells Receipt Ordinance
El Construction of Eastern Shores Stormwater El Adopted Manatee Protection Ordinance
project El Updated Solicitation Ordinance
El Construction of Wastewater Collections El Completed Renovations to City Hall and the
Maintenance Building Council Chambers
El Renovations to Public Works Break Room El Constructed the Wastewater Maintenance Facility
El Constructed and Animal Shelter El Attracted new commercial development to
El Paved N. Flagler Ave. (Tarmac Rd.)
Edgewater
Q Completed Cost Allocation Study El Constructed new 1,000,000 gallon ground storage
tank
El Completed Comprehensive Finance Annual
El Replaced outdated sewer lift stations
Report (CAFR) in-house
Q Added modern playground equipment to Hawks El Made major repairs to Water and Sewer Plants
Park (YMCA area) El Repaved numerous streets
El Completed sewer infrastructure to Mission Oaks El Coordinated 2 Business Expos
subdivision
El Facilitated a Chamber of Commerce Office within
El Completed a Visioning Session for the future of Edgewater
the community
El Enhanced the Property Maintenance Ordinance
El Determined future location for City Hall Complex El Completed and implemented Charter revisions
El Co-sponsored 4th of July activities with local El Completed Stormwater Master Plan
businesses (fireworks sponsored by local boat
manufactures) El Completed 20-year Water Consumption Use
El Repaired several linear feet of sidewalk in
Permit
Meadow Lakes subdivision El Implemented lime sludge thickener at the
Wastewater Plant