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2012-R-09 RESOLUTION NO. 2012-R-09 SECOND SUPPLEMENTAL RESOLUTION A SECOND SUPPLEMENTAL RESOLUTION OF THE CITY OF EDGEWATER, FLORIDA (THE "ISSUER ") SUPPLEMENTING THAT CERTAIN MASTER RESOLUTION NO. 2009 -R -31, ADOPTED ON NOVEMBER 16, 2009 (THE "MASTER RESOLUTION "); AUTHORIZING THE ISSUANCE OF ITS WATER AND WASTEWATER SYSTEM REFUNDING REVENUE BOND, SERIES 2012 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,400,000, WHICH AMOUNT SHALL BE USED TO REFUND ALL OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE SRF LOANS PREVIOUSLY OBTAINED BY THE CITY FOR THE PURPOSES OF FINANCING AND REFINANCING THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING OF EXTENSIONS AND IMPROVEMENTS TO THE SYSTEM AND THE PAYMENT OF COSTS OF ISSUANCE AND OTHER COSTS ASSOCIATE WITH SUCH BONDS; PROVIDING THAT THE BOND SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM PLEDGED FUNDS OF THE SYSTEM; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF THE BOND; DESIGNATING THE BOND AS A QUALIFIED TAX - EXEMPT OBLIGATION WITHIN THE MEANING OF THE INTERNAL REVENUE TAX CODE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER FLORIDA: Section 1: Authority for this Resolution. This Resolution is enacted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, Part II, the Charter of the City of Edgewater, Florida, and other applicable provisions of law. This Resolution shall constitute a Supplemental Resolution, as defined in the Master Resolution (defined herein). Section 2: Definitions. Capitalized terms used herein but not defined shall have the respective meanings set forth in the Master Resolution. In addition, the following words and phrases shall have the following meanings when used herein: 1 4811- 8815- 3103.2 43699/0003 IMA "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "City Attorney" shall mean the City Attorney or assistant City Attorney of the Issuer. "City Manager" shall mean the City Manager or assistant, deputy, interim or acting City Manager of the Issuer. "Clerk" shall mean the City Clerk or assistant or deputy City Clerk of the Issuer, or such other person as may be duly authorized by the City Council of the Issuer to act on his or her behalf. "Default Rate" shall mean the interest rate applicable to the Series 2012 Bond, plus two percent (2 %). "Event of Default" shall mean any Event of Default as set forth in Section 15.0. of the Master Resolution. "Finance Director" shall mean the Finance Director of the Issuer, or any assistant or deputy Finance Director of the Issuer. "Interest Payment Date" shall mean each April 1 and October 1, commencing October 1, 2012. "Master Resolution" means that certain Resolution No. 2009 -R -31, adopted by the Issuer on November 16, 2009, as the same may be amended and supplemented from time to time in accordance with its terms or the terms of any applicable supplemental resolution. The Master Resolution is hereby incorporated by reference into the body of this Resolution as if set forth herein. "Maturity Date" means October 1, 2023 or such other date as specified in the Series 2012 Bond. "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice Mayor of the Issuer or such other person as may be duly authorized by the City Council of the Issuer to act on his or her behalf. "Original Purchaser" means Branch Banking and Trust Company and its successors and assigns. "Owner" means the Person in whose name the Series 2012 Bond shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. The initial Owner is the Original Purchaser. 2 4811 -8815- 31032 43699/0003 JMA "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Funds" shall have the meaning set forth in the Master Resolution. "Principal Office" means, with respect to the Original Purchaser, the office located at 5130 Parkway Plaza Blvd., Building No. 9, Charlotte, North Carolina 28217, or such other office as the Original Purchaser may designate to the Issuer in writing. "Qualified Independent Consultant" shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience with respect to the acts and duties of the Qualified Independent Consultant to be provided to the Issuer, as shall from time to time be retained by the Issuer to perform the acts and carry out the duties herein provided for such consultants. "Refunded Debt" means all of the outstanding amounts of those certain SRF loans previously obtained by the City with respect to the System. "Refunding" means the current refunding of the Refunded Debt and the payment of certain costs of issuance associated with the issuance of the Series 2012 Bond. "Resolution" means this Resolution, including any attachments, exhibits, amendments and supplements thereto. "Series 2009 Bond" means that certain City of Edgewater, Florida Water and Wastewater System Refunding Revenue Bond, Series 2009 in the original aggregate principal amount of $7,945,000. "Series 2012 Bond" means the Water and Wastewater System Refunding Revenue Bond, Series 2012 of the Issuer authorized by Section 4 hereof. "State" means the State of Florida. "Subordinate Debt" means any notes, bonds, certificates or obligations currently Outstanding or hereafter issued with a subordinate lien on Pledged Funds. "System" means the Issuer's water and wastewater system, together with all additions, extensions, and improvements thereto, heretofore, or hereafter constructed or acquired. 3 4811-8815-31032 43699/0003 JMA Section 3: Findings. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer and its inhabitants to issue the Series 2012 Bond for the purpose of refunding and refinancing the Refunded Debt and realizing debt service savings on the Refunded Debt in comparison to the Series 2012 Bond. Issuance of the Series 2012 Bond to refund the Refunded Debt satisfies a paramount public purpose. (13) The Issuer has authorized the issuance of Bonds pursuant to the Master Resolution in order to finance and refinance the costs of certain improvements to its System. (C) The Series 2012 Bond shall constitute "Bonds" as such term is used in the Master Resolution. (D) Debt service on the Series 2012 Bond will be payable from Pledged Funds on a parity basis to the Series 2009 Bond and any Additional Parity Bonds issued hereafter from time to time by the Issuer under the Master Resolution. The Pledged Funds will be sufficient to pay the principal and interest on the Series 2009 Bond and the Series 2012 Bond herein authorized, as the same become due, and to make all deposits required by the Master Resolution and this Resolution. (E) The Issuer has received an offer from the Original Purchaser to purchase the Series 2012 Bond. (F) In consideration of the purchase and acceptance of the Series 2012 Bond authorized to be issued hereunder by those who shall be the Owner thereof from time to time (including, but not limited to the Original Purchaser), this Resolution shall constitute a contract between the Issuer and the Owner. Section 4: Authorization of Series 2012 Bond. Subject and pursuant to the provisions of this Resolution and the Master Resolution, an obligation of the Issuer to be known as City of Edgewater, Florida Water and Wastewater System Refunding Revenue Bond, Series 2012 (the "Series 2012 Bond ") is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not to exceed $8,400,000 for the purpose of providing funds for the Refunding. Because of the characteristics of the Series 2012 Bond and prevailing market conditions, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Series 2012 Bond at a private negotiated sale in accordance with the Commitment of the Original Purchaser attached hereto as Exhibit "A" (the "Commitment "). Prior to the issuance of the Series 2012 Bond, the Issuer shall receive from the Original Purchaser 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, Florida Statutes, a form of which is attached hereto as Exhibit "C ". The Issuer shall comply with the representations, warranties and covenants set forth in the Master Resolution, including, but not limited to the covenants set forth in Section 15.G. and 15.S. of the Master Resolution. 4 4811 -8815- 3103.2 43699/0003 JMA Section 5: Description of Series 2012 Bond. The Series 2012 Bond shall be a Term Bond, shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, and shall have such other terms and provisions, principal and interest payment terms, Amortization Installments, maturity date, interest rate adjustments and prepayment provisions as stated herein and/or in the form of the Series 2012 Bond attached hereto as Exhibit "D ", the terms and provisions of which are hereby incorporated by reference into the body of this Resolution; provided, however, that the final maturity of the Series 2012 Bond shall not be in excess of the Maturity Date and the Series 2012 Bond shall bear interest at an annual fixed interest rate as described in the Commitment. The authorized denomination of the Series 2012 Bond is the amount outstanding. The Reserve Requirement for the Series 2012 Bond is $0. The Series 2012 Bond shall be in substantially the form set forth in Exhibit D attached hereto, together with such changes in compliance with this Resolution as shall be approved by the Mayor and the Finance Director, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Series 2012 Bond shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and the official seal of the Issuer, and be attested and countersigned with the manual or facsimile signature of the City Clerk. In case any one or more of the officers who shall have signed or sealed the Series 2012 Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Series 2012 Bond so signed and sealed has been actually sold and delivered, such Series 2012 Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2012 Bond had not ceased to hold such office. The Series 2012 Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Series 2012 Bond shall hold the proper office of the Issuer, although, at the date of such Series 2012 Bond, such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2012 Bond shall be actually sold and delivered. Section 6: Registration and Exchange of Series 2012 Bond; Persons Treated as Owner. The Series 2012 Bond is initially registered to the Original Purchaser. So long as the Series 2012 Bond shall remain unpaid, the Clerk will keep books for the registration and transfer of the Series 2012 Bond. The Series 2012 Bond shall be transferable only upon such registration books. The Person in whose name the Series 2012 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on such Series 2012 Bond shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2012 Bond to the extent of the sum or sums so paid. Section 7: Payment of Principal and Interest; Limited Obligation. The Issuer promises that it will promptly pay the principal of and interest on the Series 2012 Bond at the place, on the 5 4811 - 8815- 3103.2 43699/0003 JMA dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Series 2012 Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Funds on a parity basis to the payment of the Series 2009 Bond and any Additional Parity Bonds issued under the Master Resolution in accordance with the terms hereof and thereof No holder of any Series 2012 Bond issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 2012 Bond, or be entitled to payment of such Series 2012 Bond from any funds of the Issuer except from the lien on Pledged Funds as described herein and in the Master Resolution. Section 8: Prepayment. Upon at least 5 Business Days' notice in writing, the Series 2012 Bond shall be subject to prepayment at the option of the Issuer in whole, but not in part, on any Interest Payment Date on or before October 1, 2017 at a price equal to the principal amount thereof to be prepaid, plus a prepayment penalty equal to one percent (1 %) of the principal amount of the Series 2012 Bond to be prepaid, plus accrued interest to the date fixed for prepayment. After October 1, 2017, the Series 2012 Bond shall be subject to prepayment by the Issuer in whole, but not in part, on any Interest Payment Date at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without prepayment penalty. Section 9: Pledge of and Lien on Pledged Funds. The Issuer does hereby pledge and grant a lien on and security interest in the Pledged Funds to and for the express benefit of the holders from time to time of the Series 2012 Bond (including but not limited to the Original Purchaser), in such amounts and at such times as shall be sufficient to pay principal, premium, if any, of and interest on and all other amounts due and owing under the Series 2012 Bond as the same shall become due and payable, all in accordance with the terms of Section 14 of the Master Resolution and on parity with the Series 2009 Bond and any Additional Bonds currently outstanding or to be issued and outstanding under the Master Resolution. Section 10. Application of Proceeds of Series 2012 Bond. The proceeds derived from the sale of the Series 2012 Bond shall be applied to the Refunding. Such proceeds shall not be available to secure the repayment of or pay the Series 2012 Bond, but shall be applied solely for the Refunding. Section 11: Tax Covenant. The Issuer covenants to the Owner of the Series 2012 Bond provided for in this Resolution that the Issuer will not make any use of the proceeds of the Series 2012 Bond, at any time during the term of the Series 2012 Bond, which, if such use had been reasonably expected on the date the Series 2012 Bond was issued, would have caused such Series 2012 Bond to be "arbitrage bonds" within the meaning of the Tax Code. The Issuer will comply with the requirements of the Tax Code and any valid and applicable rules and regulations promulgated thereunder and shall take such actions as are necessary (or refrain from such actions) to ensure: (a) the exclusion of interest on the Series 2012 Bond from the gross income of the holders thereof for purposes of federal income taxation, and (b) the continued treatment of 6 4811 - 8815- 31032 43699/0003 JMA the Series 2012 Bond as a "qualified tax - exempt obligation" under Section 265(b)(3) of the Tax Code. Section 12: Amendment. The Master Resolution and this Resolution shall not be modified or amended in any respect subsequent to the issuance of the Series 2012 Bond except with the written consent of the Owner of the Series 2012 Bond, which consent shall not be unreasonably withheld. Section 13: Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Series 2012 Bond is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 14: Series 2012 Bond Mutilated, Destroyed, Stolen or Lost. In case the Series 2012 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Series 2012 Bond of like tenor as the Series 2012 Bond so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Series 2012 Bond, or in lieu of and in substitution for the Series 2012 Bond destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Series 2012 Bond so surrendered shall be canceled. Section 15: Impairment of Contract. The Issuer covenants with the Owner of the Series 2012 Bond that it will not, without the written consent of the Owner of the Series 2012 Bond, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Series 2012 Bond hereunder or under the Master Resolution. Section 16: Budget and Financial Information. The Issuer shall provide the Owners of the Series 2012 Bond with: (A) a copy of its annual audited financial statements (together with any and all accompanying auditors' letters or opinions) within 180 days of the end of its fiscal year; (B) a copy of its annual budget within 60 days of the end of its fiscal year; (C) copies of government audits and inspections related to the System, the Pledged Funds or otherwise associated with any Bonds issued under the Master Resolution as the Owners of the Series 2012 Bond may reasonably request from time to time; 7 4811 -8815- 3103.2 43699/0003 JMA (D) information regarding the Issuer or the Series 2012 Bond that is provided to any credit rating agencies also shall be provided to the Owner of the Series 2012 Bond; (E) copies of any current or future ISDA or swap documentation with respect to Bonds issued under the Master Resolution; and (F) written notice to the Owner of the Series 2012 Bond of any defaults, material litigation or material governmental proceedings or action which, if determined adversely to the Issuer, would materially adversely affect the security for the payment of the Series 2012 Bond. The annual audited financial statements for each fiscal year of the Issuer referenced in Section 16(A) above shall be: (i) prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant; and (ii) accompanied by a certificate of compliance, signed by the Finance Director or other responsible officer of the Issuer, which sets forth calculations of each of the financial covenants set forth in Section 15.G. of the Master Resolution. All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles as in effect from time to time, consistently applied. Section 17: Remedies of Series 2012 Owner upon an Event of Default. In addition to the provisions of the Master Resolution, upon the occurrence and during the continuation of any Event of Default, the Owner of any Series 2012 Bond may: (1) declare the current Outstanding principal amount of the Series 2012 Bond, together with any accrued but unpaid interest on the Series 2012 Bond and any unpaid costs, fees and expenses due and owing to the Owner, to be due and payable immediately; and (2) in addition to any other remedies set forth in the Master Resolution, this Resolution or the Series 2012 Bond, 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, and may enforce and compel the performance of all duties required by the Series 2012 Bond, the Master Resolution, this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. Upon the occurrence of an Event of Default with respect to the Series 2012 Bond, the Series 2012 Bond shall bear interest at the Default Rate and shall be payable upon demand by the Owner. Section 18: Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 19: Business Days. In any case where the due date of interest on or principal of a Series 2012 Bond is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 20: Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State. 8 4811 - 8815- 31032 43699/0003 JMA Section 21: Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 22: Captions. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 23: Members of the City Council of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or a Series 2012 Bond or for any claim based thereon or otherwise in respect thereof, shall be had against any member of the City Council of the Issuer, as such, of the Issuer, past, present or future, either directly or through the Issuer it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the members of the City Council of the Issuer, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such member of the City Council of the Issuer, as such, are waived and released as a condition of, and as a consideration for the issuance of the Series 2012 Bond, on the part of the Issuer. Section 24: Authorizations. The Mayor and any member of the City Council, the City Manager, the Finance Director, the City Attorney, the City Clerk and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Series 2012 Bond and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer (including, but not limited to, the Series 2012 Bond) that are necessary or desirable in connection with the execution and delivery of the Series 2012 Bond, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 25: Bank Qualified Designation. The Issuer hereby designates the Series 2012 Bond as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Tax Code. The Issuer and any subordinate entities of the Issuer and any issuer of "tax- exempt" debt that issues "on behalf of' the Issuer do not reasonably expect during the calendar year 2012 to issue more than $10,000,000 of "tax- exempt" obligations including the Series 2012 Bond, exclusive of any private activity bonds as defined in Section 141(a) of the Tax Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Tax Code). Section 26: Payment of Certain Fees and Expenses. The Issuer agrees to pay the following amounts to the following Persons: 9 4811 -8815- 3103.2 43699/0003 JMA (A) to the Original Purchaser: (1) reasonable costs, fees (which shall be based upon the Original Purchaser's then current fee schedule, as applicable) and expenses charged by the Original Purchaser or its counsel in connection with the administration or enforcement of the Series 2012 Bond or its rights under the Master Resolution or this Resolution, or for any other action by the Original Purchaser regarding the Series 2012 Bond, this Resolution or the Master Resolution; and (2) upon the occurrence or implementation of a change in any laws, rules, guidelines, accounting principles or regulations (or their interpretation, implementation or administration) which shall increase the cost to the Original Purchaser, or its parent companies, of owning the Series 2012 Bond or decrease the return to the Original Purchaser, a fee in an amount as is necessary to compensate it or its parent companies for such increased costs or decreased return; and (B) to the Original Purchaser, a fee of $3,500 for its credit review fee and counsel fee in connection with the issuance of the Series 2012 Bond. Section 27: No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Series 2012 Bond, nothing in this Resolution or in the Series 2012 Bond, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Series 2012 Bond, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the persons who shall from time to time be the holders. Section 28: Waiver of Jury Trial; Venue. The Issuer agrees that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by the Issuer or the Owner of the Series 2012 Bond or any successor or assign of such Persons, on or with respect to this Resolution, the Master Resolution, the Series 2012 Bond or the dealings of the parties with respect hereto, shall be tried only by a court and not by a jury. THE ISSUER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Issuer hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in Volusia County, Florida, in any action, or proceeding arising out of or in connection with this Resolution, the Master Resolution or the Series 2012 Bond, any related documents, or the rights and obligations of the parties hereunder. Section 29: Governing Law. This Resolution, the Master Resolution and the Series 2012 Bond and the rights, duties and obligations of the Issuer hereunder and thereunder shall be governed and construed in accordance with the laws of the State. Section 30: Effective Date. This Resolution shall be in full force and take effect immediately upon its adoption. 10 4811 - 8815- 31032 43699/0003 RNA ADOPTED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, , 2012. WV OF ED W E L RIDA aeI L. omw Mayor ATTESTED AND COUNTERSIGNED: nla. A )k I 0au0 Bonnie A. Wenzel, CMC, Cly Clerk APPROVED AS TO FORM: (-�-JQO City Attome 11 <eiix�se�ma nwaam naa EXHIBIT "A" COMMITMENT LETTER 4811 - 8815 - 3103.2 43699/0003 JMA EXHIBIT "B" FORM OF LENDER'S CERTIFICATE This is to certify that Branch Banking and Trust Company (the "Lender ") 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 the not to exceed $8,400,000 City of Edgewater, Florida, Water and Wastewater System Refunding Revenue Bond, Series 2012 (the "Series 2012 Bond ") and no inference should be drawn that the Lender, in the acceptance of the Series 2012 Bond, is relying on Broad and Cassel ( "Series 2012 Bond Counsel ") or Doran, Wolfe, Ansay & Kundid ( "City Attorney ") as to any such matters other than the legal opinions rendered by Series 2012 Bond Counsel and by the City Attorney. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 2009 -R -31, duly adopted by the Issuer on November 16, 2009, as amended and supplemented from time to time, and in particular, as supplemented by Resolution No. 2012 -R -09, duly adopted by the Issuer on May 14, 2012 (collectively, 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, Series 2012 Bond Counsel nor the City Attorney shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Series 2012 Bond as an investment for our own account and not with a present view to a resale or other distribution to the public. We are not purchasing the Series 2012 Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. DATED this day of May, 2012. BRANCH BANKING AND TRUST COMPANY By: Name: Title: 4811- 8815- 3103.2 43699/0003 JMA EXHIBIT "C" FORM OF DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with the City of Edgewater, Florida (the "Issuer ") for the private purchase of its City of Edgewater, Florida, Water and Wastewater System Refunding Revenue Bond, Series 2012 in the principal amount of [not to exceed $8,400,000] (the "Series 2012 Bond "). Prior to the award of the Series 2012 Bond, 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 Series 2012 Bond (such fees and expenses to be paid by the Issuer): Bank Credit Review Fee: $500 Bank Counsel Fees: $3,000 (Edwards Cohen) 2. (a) No fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Series 2012 Bond to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes). (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 Series 2012 Bond. 3. The amount of the underwriting spread expected to be realized by the Bank on the Series 2012 Bond is $0. 4. The management fee to be charged by the Bank on the Series 2012 Bond is $0. 5. Truth -in- Bonding Statement: The Series 2012 Bond is being issued primarily to refinance the cost of acquiring, constructing and equipping certain improvements to the Issuer's Water System and Sewer System, and to pay related costs in connection therewith. Unless earlier redeemed, the Series 2012 Bond is expected to be repaid by October 1, 2023. At an annual interest rate of %, total interest paid over the life of the Series 2012 Bond is estimated to equal $ The Series 2012 Bond will be payable solely from Pledged Funds deposited and applied as described in Resolution No. 2009 -R -31, duly adopted by the Issuer on November 16, 2009, as amended and supplemented from time to time, and in particular, as supplemented by Resolution No. 4811- 8815 - 3103.2 43699/0003 JMA 2012 -R -09, duly adopted by the Issuer on May , 2012 (collectively, the "Resolution "). See the Resolution for a definition of Pledged Funds. Issuance of the Series 2012 Bond is estimated to result in a maximum of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer in any one year during the life of the Series 2012 Bond. 6. The name and address of the Bank is as follows: Branch Banking and Trust Company 5130 Parkway Plaza Blvd., Building No. 9 Charlotte, NC 28217 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Bank this _ day of May 2012. BRANCH BANKING AND TRUST COMPANY By: Name: Title: 4811 -8815- 3103.2 43699/0003 JMA EXHIBIT "D" FORM OF SERIES 2012 BOND May _, 2012 $8,400,000 CITY OF EDGEWATER, FLORIDA WATER AND WASTEWATER SYSTEM REFUNDING REVENUE BOND, SERIES 2012 Maturity Date: October 1, 2023 KNOW ALL MEN BY THESE PRESENTS that the City of Edgewater, Florida (the "Issuer "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Branch Banking and Trust Company, or registered assigns (hereinafter, the "Owner "), the principal sum of $8,400,000 on the dates as hereinafter described, together with interest on the principal balance at the annual interest rate of 2.18 %, subject to adjustment as hereinafter described. Principal of and interest on this Series 2012 Bond is payable in lawful money of the United States of America at such place as the Owner may designate to the Issuer in writing. Interest on this Series 2012 Bond shall be paid semiannually on each October 1 and April 1, commencing on October 1, 2012 based upon a 360 day year consisting of twelve 30 day months. Principal on this Series 2012 Bond shall be payable to the Owner in Amortization Installments annually on each October 1 and on the Maturity Date, commencing on October 1, 2012. All principal and interest payments shall be made in accordance with the amortization schedule attached hereto as Exhibit "A ". The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. Prepayment Upon at least 5 Business Days' notice in writing, this Series 2012 Bond shall be subject to prepayment at the option of the Issuer in whole, but not in part, on any Interest Payment Date on or before October 1, 2017 at a price equal to the principal amount thereof to be prepaid, plus a prepayment penalty equal to one percent (1 %) of the principal amount of the Series 2012 Bond to be prepaid, plus accrued interest to the date fixed for prepayment. After October 1, 2017, this Series 2012 Bond shall be subject to prepayment by the Issuer in whole, but not in part, on any Interest Payment Date at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without prepayment penalty. 4811- 8815- 31032 43699/0003 JMA Other Provisions Generally Applicable If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day, 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 Owner. All payments by the Issuer pursuant to this Series 2012 Bond shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. The authorized denomination of this Series 2012 Bond is the amount outstanding. THIS SERIES 2012 BOND 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 SERIES 2012 BOND THAT SUCH SERIES 2012 BONDHOLDER 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 SERIES 2012 BOND OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Series 2012 Bond is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Part II Florida Statutes, the Charter of the Issuer and Resolution No. 2009 -R -31, duly adopted by the Issuer on November 16, 2009, as amended and supplemented from time to time, and in particular, as supplemented by Resolution No. 2012 -R -9, adopted by the Issuer on May 14, 2012 (herein collectively referred to as the "Resolution "), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including, without limitation, remedies in the Event of Default are by this reference thereto incorporated herein as a part of this Series 2012 Bond. Payment of this Series 2012 Bond is secured by Pledged Funds. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. Terms used herein in capitalized form and not otherwise defined shall have the respective meanings set forth in the Resolution. This Series 2012 Bond may be exchanged or transferred by the Owner 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 connection with the execution, delivery and the issuance of this Series 2012 Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Series 2012 Bond is in full compliance with and does not exceed or violate any constitutional or statutory limitation. If (i) the interest on this Series 2012 Bond becomes includable in the gross income of the Owner for Federal income tax purposes (an "Event of Taxability ") because of any amendments to 4811- 8815- 3103.2 43699/0003 JMA existing law which would adversely affect the Holder's after -tax yield, or (ii) this Series 2012 Bond shall not be "a qualified tax exempt obligation" as defined in Section 265(b)(3) of the Internal Revenue Service Tax Code of 1986, as amended (the "Tax Code "), then the Owner 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 Series 2012 Bond until such time as the federal statute of limitations under which the interest on this Series 2012 Bond could be declared taxable under the Tax Code shall have expired. For so long as this Series 2012 Bond is owned by the Owner, 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 Series 2012 Bond is owned by the Owner, or its successors and assigns, the Owner shall have the right to adjust such interest rate in order to maintain the same after -tax yield. The interest rate on this Series 2012 Bond may also subject to adjustment in accordance with the terms of the Resolution. [Remainder of Page Intentionally Left Blank] 4811 - 8815- 3103.2 43699/0003 JMA IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Series 2012 Bond 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 May, 2012. (SEAL) CITY OF EDGEWATER, FLORIDA Mayor ATTESTED AND COUNTERSIGNED: City Clerk 4811 - 8815- 3103.2 43699/0003 JMA CERTIFICATION OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Resolution. , AS REGISTRAR By: Authorized Signature Date of Authentication , 200_. 4811 -8815- 3103.2 43699/0003 JMA