95-R-14RESOLUTION NO. 95-R-14
A RESOLUTION OF THE CITY OF EDGEWATER, FLORIDA RATIFYING AND
CONFIRMING ACTION BY THE CITY MANAGER AND FINANCE DIRECTOR IN
CONNECTION WITH THE AWARD OF THE CITY'S CAPITAL IMPROVEMENT
BONDS, SERIES 1995A (FLORIDA SHORES IMPROVEMENT AREA); AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
SECTION I. FINDINGS. It is hereby ascertained, determined and declared that the
City Council of the City of Edgewater, Florida (the "City"), by Resolution No. 94-R-14 duly
adopted on August 15, 1994, as supplemented by Resolution No. 95-R-09 duly adopted on
July 17, 1995 (collectively, the "Resolution"), authorized the City Manager and Finance Director
to solicit proposals, accept bids for, and award the City's Capital Improvement Bonds,
Series 1995A (Florida Shores Improvement Area) (the "1995A Bonds").
SECTION 2. RATIFICATION AND CONFIRMATION. The action taken by the City
Manager and Finance Director on August 8, 1995, awarding the 1995A Bonds in the principal
amount, maturity amounts and dates and interest rates pursuant to the Certificate of Award
executed by the City Manager and Finance Director, a copy of which is, attached hereto as
Exhibit A, is hereby ratified and confirmed.
SECTION 3. BOND REGISTRAR AND PAYING AGENT. The Finance Director of
the City is hereby designated the Bond Registrar and Paying Agent with respect to the
Series 1995 Bonds.
SECTION 4. BOND FORM; CLOSING AND DELIVERY OF BOND. The form of
the Series 1995A Bond shall be substantially as shown on Exhibit B hereto. The Mayor and
City Clerk are hereby authorized and directed to execute and deliver the Series 1995A Bond to
First Union National Bank of Florida upon the satisfaction of all conditions to closing, as
evidenced by the delivery by Squire, Sanders & Dempsey, Bond Counsel, of their approving
opinion with regard to the Series 1995A Bond.
The duly elected and appointed officers and officials are further authorized and directed
to execute such agreements, certificates, other documents (including the Master Purchase and
Resale Agreement, in substantially the form attached to the Certificate of Award) as may be
necessary in connection with the execution and delivery of the Series 1995A Bond, upon the
advice of Bond Counsel and the City Attorney.
SECTION 5. EFFECTIVE DATE. This resolution shall take effect immediately upon
the final approval hereof.
PASSED AND ADOPTED by the City Council of the City of Edgewater, Florida at a
regular meeting duly called and held this 21st day of August, 1995.
(SEAL)
ATTEST:
32481EDG .M11R-RAT1MNG3
CITY OF EDGEWATER, FLORIDA
Approved for form and CoffeMen
Meta A. Storey
City Attorney
8- 19-1995115. 55pm
CERTIFICATE OF AWARD
$9,234,660.00
Capital Improvement Bonds, Series 1995A
(Florida Shores Improvement Area)
We, the undersigned City Manager and Finance Director of the City of Edgewater,
Florida (the "City"), pursuant to authorization of the City granted to us by Resolution No. 95-R-
09, duly adopted on July 17, 1995 (the "Series Resolution"), have solicited proposals from
William R. Hough & Co. and First Union National Bank of Florida for bids to be received for
purchase of the City's Capital Improvement Bonds, Series 1995A (Florida Shores Improvement
Area) dated August 1, 1995 (the "1995A Bonds").
Pursuant to the Series Resolution, on Tuesday, August 8, 1995, we received and
considered bids submitted in accordance with the terms of the Notices of Sale for the purchase
of the 1995A Bonds, a tabulation of which are listed on Schedule 1 hereto.
After consideration of the bids, it appears that the bid of the successful bidder (the
"Purchaser"), as shown on Schedule 2 hereto, for the 1995A Bonds in the aggregate principal
amount, in the maturity amounts, and bearing interest at the rates set forth therein, is the best
bid received, and pursuant to the Series Resolution, provides the City with (1) the minimum
interest cost and (2) the most favorable financing terms.
The 1995A Bonds are hereby awarded to the Purchaser. The 1995A Bonds shall be
issued in the aggregate principal amount and mature in the years and amounts as shown on
Schedule 3 hereto. Further details of the 1995A Bonds shall be as set forth in the Series
Resolution.
Dated: August 8, 1995 CITY OF EDGEWATER, FLORIDA
By: �, :M C 7. fLo--
City 1� ager
Finance Director
Schedule 1
TABULATION OF BIDS
Capital Improvement Bonds, Series 1995A
(Florida Shores Improvement Area)
BID TABULATION
Par
Bidder Amount
William R. Hough & Co. $9.475 000.00
First Union National Bank A 9,276,226.00
First Union National Bank B 9,234,660.00
3291E0 B.WVCERT.OF.eWARD
Bid Price
$9 367,208.00
9,276,226.00
9,234,660.00
FUNB B
Total Borrowing
Cost
$13,706,121.03
13 636,733.33
13,617,304.25
Schedule 2
COPY OF SUCCESSFUL BID
32WL 9MIXERT OF -AWARD
FUNB B
FNAugust 8, 1995
Mr. George E. McMahon
City Manager
City of Edgewater
104 N. Riverside Dr.
Edgewater, FL 32132-0100
Dear George:
First Union National Bank of Florida (the "Bank") is pleased to commit the
credit facility described below to the City of Edgewater subject to the following
terms and conditions:
Borrower: The City of Edgewater (the "City")
Amount: Not to exceed $9,500,000. (Series 1995A)
Facilities: Term Loan
Purpose: To construct and pave roads and provide storm
water management in a portion of the City known as
Florida Shores.
Maturity: Principal and interest shall be amortized over fifteen
years. Debt service consisting of principal and
interest shall be level. Interest payments shall be
paid semi-annually, each April 1 and October 1,
commencing April 1, 1996. Principal shall be paid
annually commencing October 1, 1996, with final
maturity October 1 , 2010.
Security: The Series 1995 bonds shall be payable from and
secured by a pledge of and lien on the 1995 Pledged
Revenues, which consist of (1) the proceeds derived
from the special assessments levied for the paving
portion of the 1995 Project against the properties
located within Florida Shores Improvement Area (the
"1995 Special Assessments"), (ii) all revenues and
moneys received by or accruing to the City from the
levy and collection of the City's Stormwater fee
imposed by Section 9-5-72 of the City Code (the
"Stormwater revenues") (iii) certain Excise Tax
Revenues, including (a) the City's share of the local
option gas tax levied by Volusia County, Florida,
pursuant to Section 336.025, Florida statutes, and
received by the City pursuant to an Interlocal
Agreement among the City, the County, and the
other incorporated municipalities within the
geographic boundaries of the County ("Tas Tax
Revenues"), (bl the revenues generated by the tax
levied by the City on the purchase of electricity,
metered or bottled gas (natural, liquefied petroleum
or manufactured), fuel oil and local telephone and
telegraph service pursuant to Section 16-1 of the
City Code, as amended and supplemented from time
to time (the "Utility Service Tax Revenues") (iv) the
moneys on deposit in the Fund and Accounts
created under the Bond Resolutions, and (v) the
1f 1J1OV-,i66
Investment Earnings therein. The City shall
/WE
additionally covenant to budget and appropriate from
��
all legally available non ad valorem revenues that
amount necessary to meet annual debt service
= Gi6gAc m F25a.
payments
Fixed Rate: ption t
estment - 5.
6ptorrf3� Loan Rate - 5.22%
�" Investment - 6.10% OOM &PAca+5Z
9bRE6mF,Nrr, 3�7�
Prepayment: Up to ten percent (10%) of the outstanding loan balance
?V
may be prepaid without penalty. The amount of such
6WW4
prepayments will be applied on a pro-rata basis for the life
&F—
of the loan. Should the City prepay any amounts in excess
. C/�S
of the amount allowed by the Bank, as outlined in separateVd
letter, the prepayment shall be subject to a prepayment
C&Akr—i
penalty. Each prepayment of the principal of the Loan, in
whole or in part and whether voluntary, mandatory, upon
acceleration or otherwise, shall be accompanied by an
additional amount deemed necessary by the Bank to
compensate the Bank for any losses, costs or expenses
which the Bank may incur as a result of such prepayment.
Compensation due the Bank shall be determined in
accordance with the following formula:
Prepayment Compensation = (A - B) x C x D
A = The sum, determined as of the funding date of the
Loan, of (U the Bond equivalent bid side yield of the
U.S. Treasury Note with a maturity closest to the
maturity of the fixed rate period as quoted by the
wall Stteet.loumal (or other published source), plus
(ii) the corresponding bid side market swap spread
asdetermined by the Bank from quotes generally
available in the interbank dealer market for interest
rate swaps, plus (iii) three -eighths percent (3/8%).
B = The Sum, determined as of the prepayment date of
the Loan, of (U the Bond equivalent bid side yield of
the U.S. Treasury Note with a maturity closest to
the remaining maturity of the fixed rate period as
quoted by the Mall Street journal (or other
published source), plus (ii) the corresponding bid
side market swap spread as determined by the Bank
from quotes generally available in the interbank
dealer market for interest rate swaps.
C = Principal Amount Prepaid.
D = Number of days from the date of prepayment to the
end of the fixed rate period divided by a year base of
360 days.
As used herein, the "fixed rate period" shall be the period
during which the applicable fixed rate is to remain in effect.
In the event the amount determined as variable B above is
greater than the amount determined as variable A above,
no prepayment compensation shall be due hereunder. The
determination of prepayment compensation due the Bank
hereunder shall be made by the Bank in good faith using
such methodology as the Bank deems appropriate and
customary under the circumstances and shall be conclusive
absent manifest error.
Conditions:
1. The City will not issue any additional parity debt unless the
historic (last two years) pledged revenues cover 1.20x of
all outstanding and prospective debt service.
2. Legally available Non -Ad Valorem Revenues (less expenses
of essential services - health, safety and welfare), (average
of actual receipts over the prior two years) must cover
projected maximum annual debt service on debt secured by
and/or payable solely from such non -Ad Valorem Revenues,
by at least 1.5x.
The City agrees that, as soon as practicable after the end
of each fiscal year, it shall deliver to the Bank a certificate
certifying that it is in compliance with the provisions set
forth above.
3. Assessment prepayments not directly applied to the
repayment of the loan shall be deposited into a Loan
Repayment Escrow Account.
4. The City, by official action, shall cause any borrowing
under this facility to be designated as a "Qualified
Obligation" pursuant to Section 265(b)(3)(B) Internal
Revenue Code of 1986, as amended.
Should subsequent but currently unforeseen events cause
any borrowing under this facility to be determined to be a
"non -qualified" obligation pursuant to Section 265(b)(3)(B),
Internal Revenue Code of 1986, as amended, the Bank
shall adjust the interest rate on any outstandings hereunder
so that it shall receive the same after tax yield equivalent
contemplated as of the time of this commitment.
5. In the event that the interest on drawing under this facility
is ever determined to be taxable for purposes of federal or
state income taxation, or in the event this facility is
deemed non -bank qualified pursuant to Section
265(b)(3)(B), Internal Revenue Code of 1986, the interest
on the facility shall be adjusted to full grossup modification.
In the event of a change in the federal corporate tax rate,
the interest rate on the facility shall be adjusted upward or
downward such that the Bank shall maintain the same after
tax equivalent yield per the following formula:
(1 minus the New Tax Rate) divided by (1 minus the Old
Tax Rate) multiplied by the facility rate.
6. All documents relating to this Commitment shall be
prepared by Squire, Sanders and Dempsey, Bond Counsel
to the City and shall be in such form and content as are
acceptable to the Bank and its counsel. All costs relating
to the preparation of documents shall be borne by the City.
The unqualified, approving legal opinion of Bond Counsel
shall be delivered to the Bank at closing without cost to the
Bank and shall be in form and content acceptable to the
Bank and available for review at least five (5) business
days prior to closing any drawing under this Commitment.
This Commitment shall remain in full force and effect
through 5:00 p.m. local time, August 8, 1995, at which
time, if not accepted by execution of the acceptance
clause below and delivered to the Bank at its 444
Seabreeze Blvd., Daytona Beach, FL office to my attention,
this Commitment shall expire and shall not be enforceable
by either the Bank or the City of Edgewater unless
extended by the Bank in writing. Unless extended by the
Bank in writing, this facility must close on or prior to
August 22, 1995, after which this commitment shall
expire.
8. All documents shall be reviewed by the Bank and its
counsel.
First Union National Bank of Florida appreciates the opportunity to submit this
indication of interest to you and looks forward to your favorable response. Should
you have any questions, please do not hesitate to contact me at (904) 254-1708.
Very truly yours,
FIRST ON(NATIDONAL NK OF FLORIDA
Corrie L. Bowmany/
Vice President
The above Commitment is hereby accepted on the terms and conditions outlined
therein by authority of the Governing Board of the:
City of Edgewater
By: �. �JriC - Date: PA05
Its:
vxuruV AL kOK
CITY OF EDGEWATER, FLORIDA
C TAL IMPROVEMENT REVENUE W,
SERIES 1995A
Office of the City Manager
104 North Riverside Drive
Edgewater, Florida 32132-0100
Ladies and Gentlemen:
For the City of Edgewater, Florida Capital Improvement Revenue Bonds. Series 1995A in the par amount
of 5�L3�(.¢Q-,pD. we propose the following Net Principal Amount of
Dollars (S Szf{tiL60 ) to be paid to the City. The
Series 1995A Bonds shall bear interest at the fixed rate from the date of delivery of S. zz 9.
Based on the fixed rate, the Series 1995A Bonds would be repaid on the basis of the following schedule
Date
Total
Interest
Principal
Or
Payment
Payment
Pavment
Maturity
Amount
Amount
Amount
1996
SpF
Tnia)v/cA
1997
1998
1999
2000
2001
2002
2003
Date
Total
Interest Principal
Or
Payment
Payment Pavment
Maturity
Amount
Amount Amount
2004
2005
2006
2007
2008
2009
2010
TOTAL
S
S S_
Adiustments to Interest Rate. The interest raze specified above is subject to adjustment as set forth on
Attachment A.
Redemption Provisions. The Series I995A Bonds may be prepaid on the conditions set forth on
Attachment A.
If a construction fund investment program will be required in connection with this proposal, a separate sheet is
attached showing the specific investments to be provided and the amount and timing of any investment earnings to
be deposited into the construction fund. Additionally our certification as to market price of such investments is
attached hereto.
The following is our computation made in accordance with the Official Proposal Notice of the true interest
cost to the City of Edgewater, under the terms of our Proposal for the Series 1995A Bonds, which is for
informational purposes only and is subject to verification prior to the award:
Par Amount
Less Expenses- (listed on attached sheet)
Less Other Costs (Specify)
Plus Investment Proceeds, if required for draw
schedule (based upon investment proposal attached)
Proceeds to the City
Aggregate Principal and Interest Payments
-Excludes CPA and Bond Counsel Fees.
$ 9z.i�Yddr Ooo
$ O
S 'L4IYo.ou
E 9,500,000
S /f V7, raK zo
12 YEaGae.t I/Nt Ca -I Au 4, IM 455M
Page 2
Additional Terms and Conditions. Other terms and conditions are set forth in the Bank's commitment
letter attached hereto as Attachment A. If no additional terms, please so state.
Reserve Account Requirement. Please state how the reserve account requirement will be met. or in that
alternative, that the requirement is waived by checking the appropriate space.
_ Cash _ Reserve Surety _ Requirement Waived
Trust in Bantling and Other Disclosures. For purposes of Section 218.385(2) and (3), Florida Statutes.
we submit the tollowing tmth-in-bonding statement with respect to the Series 1995 Bonds:
The City is proposing to issue S 9, jIff Capital Improvement Revenue Bonds (Florida Shores
Improvement Area, Series 1995A), to provide funds [o finance the acquisition and construction of certain paving
improvements and drainage improvements within the area of the City known as the Florida Shores Improvement
Area and to pay certain costs and expenses relating to the issuance of the Series 1995A Bonds. The Series 1995A
Bonds are expected to be repaid over a period of 15 years, at the interest rates per annum set forth in this Official
Bid Form (average interest rate of Y. zz % per annum), resulting in total interest payments of the life of the
Series 1995A Bonds in an amount of 5 y,3 Z 6Yx z/
The source of repayment or security for this proposal is the (i) proceeds derived from the special
assessments levied for the paving portion of the 1995 Project against the properties located within Florida Shores
Improvement Area. (ii) all revenues and moneys received by or accruing to the City from the levy and collection
of the City's Stormwater Fee imposed by Section 9.5-72 of the City Code, and (iii) certain Excise Taxes as outlined
in the Request for Proposals attached hereto. Authorizing this debt or obligation will result in approximately
S qp r �za. zd (representing the average annual debt service with respect to the Series 1995A Bonds) of such
Pledged Revenues from the City s Special Assessment Fund and the General Fund not being available for other
services or purposes of the City each year for 15 years.
The names of the underwriters or members of the account that are associated for the purpose of this
proposal are either listed below or on a separate attached sheet.
10�161"5- L. �vr'9V
Attached hereto or previously filed with the City is the disclosure required by Section 218.886. Florida
Statutes, as required by the Request for Proposal.
Proposal. This proposal is not subject to any conditions not expressly stated herein or in the annexed
Official Notice. Receipt of the Preliminary Official Statement relating to these Series 1995A Bonds is hereby
acknowledged.
T �/ Jf�1.iY/E"FL� ��✓/i
d s
City State Zip
9sJ�- Zsy /70,�
Telephone Number
324NEnCA6.WPNOS{ad A.,- a. la1 I55M
Schedule - A
PHASE 1
(1)
(2)
(3)
(4)
(5) (6)
Total
Annual
Lean
Loan
Payment of
Principal Debt
Date
Payment
Balance
Interest
Repaid Service
-----------------------------------------------------------"-----------------
22-Aug-95
9,234,660.00
01-Apr-96
293,246.63
9,234,660.00
293,246.63
O1-Oct-96
614,573.65
8,861,110.97
241,024.63
373,549.03 907,820.28
O1-Apr-97
231,275.00
8,861,110.97
231,275.00
01-Oct-97
676,545.28
8,415,840.69
231,275.00
445,270.29 907,820.28
0l-Apr-98
219,653.44
8,415,840.69
219,653.44
O1-Oct-98
688,166.64
7,947,327.29
219,653.44
468,513,40 907,820.28
O1-Apr-99
207,425.24
7,947,327.29
207,425.24
,.
O1-Oct-99
700,395.04
7,454,357.50
207,125.24
492,969.80 907,820.28
03-Apr-2000
02-Oct-2000
194,558.73
713,261.55
7,454,357.50
6,935,654.65
194,558.73
194,558.73
518,702.82 907,820.28
02-Apr-2001
181,020.59
6,935,654.68
181,020.59
01 Oct-2001
726,799.69
6,389,875.57
-181,020.59
545,779.11 907,820.28
01-Apr-2002
166,775.75
6,389,875.57
166,775.75
01-Oct-2002
741,044.53
5,815,606.80
166,775.75
574,268.78 907,820.28
O1-Apr-2003
151,787.34
5,815,606.80
151,787.34
O1-Oct-2003
756,032.94
5,211,361.19
151,787.34
604,245.61 907,820.28
O1-Apr-2004
136,016.53
771,803.75
5,211,361.19
4,575,573.96
136,016.53
136,016.53
635,787.23 907,820.28
01-Oct-2004
O1-Apr-2005
119,422.48
788,397.80
4,575,573.96
3,906,598.65
119,422.48
119,422.48
668,975.32 907,820.28
03-Oct-2005
03-Apr 2006
101,962.22
805,858.06
3,906,598.65
3,202,702.81
101,962.22
101,962.22
703,895.93 907,820.28
02-Oct2006
02 Apr 2007
83,590.54
3,202,702.81
83,590.54
O1-Oct-2007
824,229.74
2,462,063.62
83,590.54
740,639.19 907,820.28
CI-Apr-2008
64,259.86
843,560.42
2,462,063.62
1,682,763.06
64,259.86
64,259.86
779,.300.56 907,820.28
O1-OCL-2008
01-Apr-2009
43,920.12
1,682,763.06
43,920.12
43,920.12
814,990.U5 907,820.28
O1-Oct-2009
863,900.16
862,783.01
01-Apr-2010
- 22,518.64
862,783.01
0.01
22,518.64
22,51.8.64
862,783.01 907,820 .28
O1-Oct-2010
885,301.64
-----------------------------------------------------------------------------
13,617,304.20
4,382,644.21
Loan Rate 5.2200%
Schedule - B
FIRST UNION NATIONAL BANK TREASURY INVESTMENT PRODUCT
FOR THE CITY OF EDGEWATER FLORIDA
FIXED RATE of 6.10000e
Activity withdrawls Deposit
---------------------------------------------------------------------------
At closing on 22-Aug-95 Edgewater invests proceeds from loan $9,234,660.00
on or after ol-Sep-95 Edgewater takes draw of $900,000.00
On or after 01-Oct-95 Edgewater lakes draw of $900,000.00
On or after 01-Nov-95 Edgewa Lem takes draw of $900,000.00
On or after 01-Dec-95 Edgewater takes draw of $900,000.00
on or after 01-Jari-96 Edgewater takes draw of $900,000.00
on or after 01-Feb-96 Edgewater takes draw of $900,000.00
On or after 01-Mar-96 Edgewater takes draw of $539,000.00
On or after 01-Apr-96 Edgewater takes draw of $539,000.00
On or after 01-Mav-96 Edgewater takes draw of $539,000.00
On or after 01-Jun-96 Edgewater takes draw of $539,000.00
on or after 01-Jul-96 Edgewater takes draw of $539,000.00
On or after 01-Aug-96 Edgewater takes draw of $539,000.00
On or after 01-Sep-96 Edgewater takes draw of $539,000.00
On or after 01-Oct-96 Edgewater takes draw of $327,000.00
9,500,000.00 9,234,660.00
MASTER PURCHASE AND RESALE AGREEMENT (the "Master
Agreement"), dated as of August _ 1995, by and between FIRST
UNION NATIONAL BANK OF FLORIDA ("First Union"), and CITY OF
EDGEWATER("Issuer").
Applicability; Single Agreement
-(a) From time to time First Union and Issuer may enter into
transactions in which First Union agrees to cause a Qualified
Dealer (as defined below) to sell to Issuer and Issuer agrees to
purchase from such Qualified Dealer securities or financial
instruments (the "Securities"), with a simultaneous agreement by
First Union to cause a Qualified Dealer to purchase such Securities
from Issuer during certain agreed upon periods, in certain agreed
upon amounts, and at certain agreed upon prices, upon the election
of Issuer to sell such Securities. Each such transaction shall be
referred to herein as a "Transaction" and shall be governed by this
Master Agreement.
(b) Upon an agreement between Issuer and First Union to enter
into a Transaction hereunder, First Union shall promptly deliver to
Issuer a written confirmation of such Transaction, (each, a
"Confirmation"). All Transactions are entered into in
consideration of and reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the
parties (collectively referred to herein as the "Agreement"), and
the parties would not otherwise enter into any Transactions.
Definitions
(a) "Aaarevate Resale Amount" means, with respect to a Resale
Period, the aggregate of all Resale Amounts sold pursuant
to the terms of this Agreement by Issuer to First Union
during such Resale Period.
(b) "Bonds" means the bonds of the Issuer set forth and
designated in the Confirmation.
(c) "Business Dav" means a day on which either First Union or
Issuer is not required or authorized by law to close.
(d) "Confirmation" means, with respect to a Transaction, one
or more documents (or other confirming evidence)
exchanged between the parties which, taken together,
confirm all of the terms of a Transaction, which shall be
in the form annexed hereto as Exhibit A.
(e) "Financing Documents" means the indenture(s),
resolution(s) or other financing documents pursuant to
which the Bonds are issued.
W 1921.1
08/08/95 08: OJ FAX CAP11AL Nd8Ke15 '�' ••
Resale Securities as set forth in the Confirmation
relating to such Transaction..
(o) "Resale Securities" means, with respect to a Resale Date,
such of the Securities as are sold by Issuer to First
Union on such Resale Date pursuant to the terms of this
Agreement.
(p) "Securities" means, with respect to a Transaction, the
securities or financial instruments purchased by Issuer
on the Purchase Date for such Transaction, as set forth
in the Confirmation relating to such Transaction.
3. Initiation; Terms of Confirmation
(a) On the Purchase Date for a Transaction, First Union shall
cause a Qualified Dealer to deliver the Securities to be delivered
to Issuer by a Qualified Dealer, and Issuer shall simultaneously
transfer the Purchase Price to such Qualified Dealer.
(b) Each Confirmation shall set forth (i) the Securities sold
by the Qualified Dealer to Issuer (including CUSIP number, if any),
(ii) the Purchase Date, (iii) the Purchase Price, (iv) the Resale
Period(s), (v) the corresponding Resale Price applicable to each
Resale Period, (vi) the Minimum Resale Amount, if any, applicable
to each Resale Period, (vii) the Maximum Aggregate Resale Amount,
if any, applicable to each Resale Period, and (viii) any additional
terms or conditions of the Transaction with this Master Agreement.
The Confirmation, together with this Master Agreement, shall
constitute conclusive evidence of the terms of the Transaction to
which the Confirmation relates, as agreed to by Issuer and First
Union. In the event of any conflict or inconsistency between the
terms of any Confirmation and this Master Agreement, such
Confirmation shall prevail for the purpose of the relevant
Transaction.
Exercise and Termination of Resale Rights
(a) On any Resale Date during any Resale Period, Issuer may
transfer to a Qualified Dealer specified by First Union a Resale
Amount of Resale Securities, and such Qualified Dealer shall
simultaneously transfer the Resale Price for such Resale Amount of
such Resale Securities to Issuer; provided, however, that Issuer
has given First Union at least one Business Days prior written
notice of its intent to cause such Qualified Dealer to purchase
such Securities from Issuer on such Resale Date. Upon the election
of Issuer to sell a Resale Amount to First Union, First Union shall
promptly deliver to Issuer a written confirmation notice of such
sale, which notice shall be in the form of Exhibit I to the
Confirmation attached hereto as Exhibit A. Such notice shall set
forth (i) the Resale Securities (including CUSIP number, if any),
(ii) the Resale Amount, (iii) the Resale Date, (iv) the Resale
Price, (v) the applicable Resale Period, (vi) the applicable Resale
Price; (vii) the Aggregate Resale Amount for such Resale Period,
NA)1921.J
Js/08/50 U8: Ua r.1i lA?LaL AAXf Ll.
and (viii) the Reduced Maximum Aggregate Resale Amount for such
Resale Period.
(b) If the Reduced Maximum Aggregate Resale Amount for a
Resale Period at the close of business on the last Business Day of
such Resale Period is a positive number, then the amount equal to
such number shall be carried forward and added to the Maximum
Aggregate Resale Amount applicable to the next Resale Period, if
any, which increased Maximum Aggregate Resale Amount may be sold by
Issuer to First Union at the Resale Price applicable to such next
Resale Period,- if any.
(b) On the last Business Day of the last Resale Period
relating to a Transaction, Issuer shall deliver the remaining
Securities to a Qualified Dealer specified by First Union and First
Union (or such Qualified Dealer) shall simultaneously transfer the
Resale Price applicable to such Resale Period for such securities
to Issuer and such Transaction shall terminate.
(c) Issuer agrees that it shall only sell the Securities to
a Qualified Dealer specified by First Union.
(d) Issuer agrees that if it sells the Securities to any
entity other than a Qualified Dealer specified by First Union,
Issuer shall be in default hereunder and all Transactions entered
into hereunder. upon the occurrence of such default, First Union
shall have the right to determine its Loss which shall be
immediately due and payable by Issuer to First Union. "Loss" for
this purpose means an amount that First Union determines in good
faith to be its total losses, if any, and costs in connection with
such sale, including any loss of bargain, cost of funding or, at
the election of First Union but without duplication, loss or cost
incurred as a resultof its terminating, liquidating, obtainig or
reestablishing any hedge or related trading position. Loss stall
include all legal fees and out-of-pocket expenses incurred by First
Union by reason of the enforcement and protection of its rights
under this Master Agreement and each Transaction entered into
hereunder, including, but not limited to, costs of collection. Any
Loss payable pursuant to this section shall include interest a= the
Default Rate from the date of such sale to the date payment in Tull-
is received by First Union in immediately available funds.
Payment and Transfer
All transfers of Securities shall settle on a delivery versus
payment basis on the Purchase Date or Resale Date, as applicable,
in accordance with delivery instructions of First Union, as set
forth in Annex II-_ hereto. The method of settlement shall be the
method that, in accordance with customary trade practices, is
employed with respect to the Securities being settled. All
transfers of funds hereunder shall be in immediately available
call?ls.?
c o, w; y. „.:1a 1-1-1
funds, unless otherwise mutually agreed in writing. All Securities
transferred by one party hereto to any other party hereto (i) shall
be in suitable form for transfer or shall be accompanied by duly
executed instruments of transfer or assignment in blank and such
other documentation as the party receiving possession may
reasonably request, (ii) shall be transferred on the book -entry
system of a Federal Reserve sank, or (iii) shall be transferred by
any other method mutually acceptable to the parties hereto, and in
all cases shall be transferred free and clear of all liens, claims
and encumbrances.
Representations
Each of First Union and Issuer represents and warrants to the
other that (i) it is duly authorized to execute and deliver this
Master Agreement, to enter into the Transactions contemplated
hereunder and to perform its obligations hereunder and has taken
all necessary action to authorize such execution, delivery, and
performance, (ii) it will engage in such Transactions as principal,
(iii) the person signing this Master Agreement and the Transactions
hereunder on its behalf is duly authorized to do so on its behalf,
(iv) it has obtained all authorizations of any governmental body
required in connection with this Master Agreement and the
Transactions hereunder and such authorizations are in full force
and effect, and (v) the execution, delivery and performance of this
Master Agreement and the Transactions hereunder will not violate
any law, ordinance, charter, by-law or rule applicable to it or any
agreement by which it is bound or by which any of its assets are
affected. On the Purchase Date for any Transaction, First Union
and Issuer shall each be deemed to repeat all the foregoing
representations made by it.
Netting of Obligations
Each of First Union and Issuer agrees (i) to perform all of
its obligations in respect of each Transaction hereunder, and that
a default in the performance of any such obligations shall
constitute a default by it in respect of all Transactions
hereunder, (ii) that each of them shall be entitled to set off
claims and apply property held by them in respect of any
Transaction against obligations owing to them in respect of any
other Transactions hereunder and (iii) that payments, deliveries
and other transfers made by each of them in respect of any.
Transaction shall be deemed to have been made in consideration of
payments,- deliveries and other transfers in respect of any other
Transactions hereunder, and the obligations to make any such
payments, deliveries and other transfers may be applied against
each other and netted.
Conditions Precedent
The performance of the obligations of First Union and Issuer
hereunder are conditioned upon the occurrence of the following:
Kd 1924.3
08/06/95 Ob: Ub FAX 'AY l 1.11... 1..i
(a) delivery to First Union of an opinion of counsel to
issuer, in the form of Exhibit B;
(b) delivery to Issuer of an opinion of counsel to First
Union, in the form of Exhibit C;
(c) delivery to First Union of an executed copy of the
Financing Documents.
9. Ownership of the Securities
The Securities, and the interest thereon, will, following the
transfer of the Securities to Issuer and provided that the
Securities are held by issuer or an agent designated by the Issuer,
be the sole property of Issuer, any profit or loss with respect to
the holding or sale of the Securities by Issuer, even if purchased
by a Qualified Dealer specified by First Union to fulfill First
Union's obligations under this Agreement, shall be for the sole
account of the owner thereof.
10. Segregation of the Securities
To the extent required by applicable law, all securities in the
possession of Issuer shall be segregated from other securities in
its possession and shall be identified as subject to this
Agreement.
11. Notices and Other Communications
All notices, demands or other communications under this
Agreement shall be given or made in writing and shall be delivered
personally, or sent by certified or registered mail, postage
prepaid, return receipt requested, or overnight delivery service,
telex or telecopy to the party to whom they are directed at the
respective addresses set forth in Annex II-_ hereto, or at such
other addresses as.may be designated by notice from such party to
the other parties hereto. Any notice, demand or other
communication given in a manner prescribed in this section shall he
deemed to have been delivered on receipt.
12. Entire Agreement; Severability
This Agreement constitutes the entire understanding between
the parties hereto relating to the subject matter hereof. Each
provision and agreement herein shall be treated as separate and
independent from any other provision or agreement herein and shall
be enforceable notwithstanding the unenforceability of any such
other provision or agreement.
VA21924.1 6
08i08�05 OJ: 06 Fdl �nr3 i.0
13. Non -assignability; Termination
The rights and obligations of the parties under this Master
Agreement and any Transactions hereunder shall not be assigned by
either party. This Master Agreement and any Transactions hereunder
shall be binding upon and shall inure to the benefit of the parties
and their respective successors. This Master Agreement may be
terminated at any time by any party hereto upon giving written
notice to the other parties hereto, effective upon receipt of such
notice by the other parties or such later date as may be specified
in such notice; provided, however, that this Master Agreement
shall, notwithstanding such notice, continue in full force and
effect with respect to any Transactions entered into prior to the
effectiveness of such notice of termination.
14. Governing Law; Captions
This Agreement shall be governed by the laws of the State of
New York without giving effect to the conflict of law principles
thereof. All captions used herein are for convenience only, are
not a part of this Agreement and are not to be used in
construing or interpreting any aspect of this Agreement.
15, No Unwritten Modifications or waivers
Any modification to or waiver of any provision of this
Agreement and any consent to departure from the terms hereof by any
party hereto shall be in a writing duly executed by all parties
hereto and shall not otherwise be effective. Any such waiver or
consent shall be effective only in the specific instance and for
the purpose for which it is given.
N.31924.3
U6108195 U5:U8 Fdi I..`u-
IN WITNESS WHEREOF the parties have executed this
document on the respective dates specified below with effect from
the date specified on the first page of this document.
FIRST UNION NATIONAL BANK CITY OF EDGEWATER
OF FLORIDA
By:
Title:
Date:
Signed:
By:
Title:
Date:
Signed:
NU1916.3 8
Vel V., ao ouzo te., 1.11f a.+..
ANNEX I-_
Additional Definitions
For purposes of this Agreement, unless the context
clearly indicates otherwise, the following words and terms have the
respective meanings provided therefor:
Bonds:
Financing Documents:
Issuer:
ANNEX I-_
.31021.3 Page 1
uC uJ eu uc:u7 'Al
ANNEX II --
Notice and Account Information
First Union
First Union National Bank of
301 South College Street
Charlotte, NC 28288-0601
Attn: Cord King
(704) 374-4109
Delivery: First Union Char/Dealer
ABA# 053000219
Payments to First Union: First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No. 053000219
First Union Settlements: Sarah Bailey
Derivatives Desk
Phone: (704) 374-5416
Fax: (704) 383-5389
Issuer
[Issuer]
[Address]
Attention
Phone:
Fax:
Delivery: [Name of Bank]
ABA#
Attention:
Contact: [at Issuer]
Tax ID#
ANNEX II-_
:unszc.� Page 1
08 08 83 08:07 rA2 CAell.w .+.+.... " 'm -�•' �••
Issuer
[Issuer)
[Address]
Attention
Phone:
Fax:
Delivery: [Name of Sank)
ABA#
Attention:
Contact: [at Issuer]
Tax ID#
ANNEX II-_
YAni2..3 Page 2
08 Uo ea Q, ul tea —-- —...—
EXHIBIT A
Form of Confirmation
Confirmation
Date:
To: [Issuer]
[Address]
(Issuer]
[Address]
From: First Union National Bank of
Subject: Slip
Ref No.:
Dear
The purpose of this letter agreement is to set forth the terms
and conditions of the Structured Liquidity Product ((No Flex/Full
Flex/NO Sooner, No Greater]) entered into by and among First Union
National Bank of ("First Union"), and ("Issuer") on the
Trade Date specified below and terminating on the Termination Date
specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Master Agreement
defined below.
1. This Confirmation supplements, forms a part of, and is
subject to, the terms, definitions and provisions contained in the
Master Purchase and Resale Agreement, dated 199, by
and among First Union and Issuer (the "Master Agreement"). All
provisions contained or incorporated by reference in the Master
Agreement shall govern this Confirmation except as expressly
modified below.
2. The terms of the particular Transaction to which this.
Confirmation relates are as follows:
Transaction Type: Structured Liquidity Product
(No Sooner, No Greater)
Trade Date:
Termination Date:
Securities:
Purchase Date:
Purchase Price:
"3192<.3
08iUb," 0tl of rAl
b.Y13.6 .11.' 1q a.:
Resale
Period
Minimum
Resale Price
Resale Maximum Aggregate
Amount Resale Amount
w 1924.)
Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing a copy of this Confirmation enclosed for
that purpose and returning it to us.
Very truly yours,
FIRST UNION NATIONAL BANK
OF
By:
Name:
Title: Vice President
Date:
By:_
Name:
Title:
Date:
Accepted and confirmed as of
the date first above written:
[ISSUER]
By:_
Name:
Title:
Date:
Vice President
.31.924.5
Ofl US " 06: Ud rii
Exhibit I to Confirmation between
First Union National Bank of
and [Issuer]
dated 199_
Notice of Resale
Resale Securities:
Resale AmOuntt
Resale Date:
Resale Price:
Resale Minimum Aggregate Reduced Maximum
Period Resale Price Resale Amount Aggregate Resale Amount
FIRST UNION NATIONAL BANK
OF
By:_
Name:
Title:
Date:
EXHIBIT A
MA31)24,; Exhibit I to Confirmation
UJ u`" UJ. c. slri +�nnnnaa ern• o..
(Letterhead of Counsel to Issuer]
(Issuer)
First Union National Bank of
One First Union Center, 8th Floor
Charlotte, 28288-0600
Re: NAME OF BONDS
Ladies and Gentlemen
EXHIBIT B
199
We have acted as counsel to in
connection with the execution and delivery by Issuer of the Master
Purchase and Resale Agreement, dated as of 199_
(the "Master Agreement"), by and between First Union National Bank
of ("First Union"), (Issuer) ("Issuer") and Issuer. The
Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union, Issuer
and Issuer from time to time (each, a "Confirmation") and the
Master Agreement together with all such Confirmations shall
constitute one agreement. Capitalized terms used herein and not
defined herein have the respective meanings given to them in the
Master Agreement.
In connection with rendering this opinion, we have
examined an executed copy of the Master Agreement and the
Confirmation dated 199_ (the "199_ Confirmation") and
originals or copies satisfactory to us of all such corporate
records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts inor generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the
State of [STATE OF Issuer] (the "State"). -
Based upon the foregoing examination and review, we are
of the opinion that:
EXHIBIT B
N�1934.3 Page 1
(i) Issuer has full legal right, power and authority to
enter into the Master Agreement and the 199_ Confirmation.
(ii) The Master Agreement and the 199_ Confirmation have
been duly authorized, executed and delivered by Issuer.
((iii)--The stipulation of New York law as the governing law
of the Master Agreement and the 199_ Confirmation is
enforceable raider State law.)*
(iv) [Assuming for purposes of the opinion expressed in
this paragraph (iv) that State law and New York law are the
same,]' the Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of Issuer, enforceable
against it in accordance with the their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
(v) The execution and delivery by Issuer of the Master
Agreement and the 199_ Confirmation and the performance of its
obligations thereunder do not and will not constitute or
result in a default under, a breach or violation of, or the
creation of any lien or encumbrance on any of its property
under, its charter or by-laws, or any other agreement,
instrument, judgment, injunction or order applicable to it or
any of its property.
We are furnishing this opinion to you solely for your
benefit and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose.
Very truly yours,
Insert if state law is other than New York law.
EXHIBIT B
nanaze4 Page 2
08/08/95 08:09 F{e 111,-... ......nci� .+
(Letterhead of Counsel to First Union]
(Issuer]
(Issuer]
Re: (NAME OF BONDS]
Ladies and Gentlemen:
199_
EXHIBIT C
we have acted as counsel to First Union National Bank of
("First Union"), in connection with the execution and
delivery by First Union of the Master Purchase and Resale
Agreement, dated as of 1 199_ (the "Master
Agreement"), by and among First Union, and [Issuer] ("Issuer").
The Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union and Issuer
from time to time (each, a "Confirmation") and the Master Agreement
together with all such Confirmations shall constitute one
agreement. Capitalized terms used herein and not defined herein
have the respective meanings given to them in the Master Agreement.
In connection with rendering this opinion, we have
examined an copy of the Master Agreement and the Confirmation dated
199_ (the "199_ Confirmation") and originals or
copies satisfactory to us of all such corporate records,
agreements, certificates and other documents as we have deemed
relevant and necessary as a basis for the opinions hereinafter
expressed. in such examination we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the original documents of all
documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts in or generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
laws of the State of New York.
Based upon the foregoing examination and review,. we are
of the opinion that:
(i) First Union has full legal right, power and
authority to enter into the Master Agreement and the'199_
Confirmation.
(ii) The Master Agreement and the 199_ Confirmation have
been duly authorized, executed and delivered by First Union.
EXHIBIT C
,a 192aa Page 1
otl Ub I as U3;V9 rAA
(iii) The Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of First Union,
enforceable against it in accordance with the their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether -enforcement is sought in a proceeding in equity or at
law).
We are furnishing this opinion to you solely for your
benefit and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose.
Very truly yours,
EXHIBIT C
Wi9lc.3 Page 2
[Letterhead of Counsel of Issuer]
[Issuer]
First Union National Bank of
One First Union Center, Sth Floor
Charlotte, 28288-0600
Re: (NAME OF BONDSI
Ladies and Gentlemen:
199_
EXHIBIT D
We have acted as counsel to ("Issuer")
in connection with the execution and delivery by Issuer of the
Master Purchase and Resale Agreement, dated as of , 199_
(the "Master Agreement"), by and among First Union National Bank of
("First Union"), and ("Issuer"). The
Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union and Issuer
from time to time (each, a "Confirmation") and the Master Agreement
together with all such Confirmations shall constitute one
agreement. Capitalized terms used herein and not defined herein
have the respective meanings given to them in the Master Agreement.
In connection with rendering this opinion, we have
examined an executed copy of the Master Agreement and the
Confirmation dated 199_ (the "199_ Confirmation) and
originals or copies satisfactory to us of all such corporate
records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with the original'
documents of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts in or generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
laws of [State of Issuer] (the "State").*
Based upon the foregoing examination and review, we are
of the opinion that:
(i) The Issuer has full legal right, power and authority
to enter into the Master Agreement and the 199_ Confirmation
and to authorize and direct Issuer, to
EXHIBIT D
„g„_, Page 1
FUNB B
Schedule 3
MATURITY SCHEDULE, AGGREGATE PRINCIPAL AMOUNT
_... AND AWARD DETAILS
(1) Date, Denominations, Maturities and Interest Rates
The 1995A Bonds shall be dated August 22, 1995, shall be in denominations of $5,000
or integral multiples thereof, shall bear interest as follows, payable on April 1, 1996, and
semiannually thereafter on April 1 and October 1 of each year, and shall mature on October 1
in the years and amounts set forth below:
Interest
Interest
Maturity
Amount
Rate
Maturity
Amount
Rate
10/01/96
$373.549.03
5.2200%
10/012004
$635,787.23
5.2200%
10/01/97
445,270.29
5.2200
10/012005
668,975.32
5.2200
10/01/98
468,513.40
5.2200
10/012006
703,895.83
5.2200
10/01/99
492,969.80
5.2200
10/012007
740,639.19
5.2200
10/012000
518,702.82
5.2200
10/012008
779,300.56
5.2200
10/012001
545,779.11
5.2200
10/012009
819,980.05
5.2200
10/012002
574.268.78
5.2200
10/012010
862,793.01
5,2200
10/012003
604,245.61
5.2200
(2) Redemption Provisions
SEE COMMITMENT LETTER
(3) Municipal Bond Insurance: No
12I81F 8.000CERT-0E-AWARD 4
Exhibit B
No. R-1
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER, FLORIDA
CAPITAL IMPROVEMENT BONDS, SERIES 1995A
(Florida Shores Improvement Area)
FINAL
MATURITY DATE ISSUE DATE
October 1, 2010 August 22, 1995
REGISTERED OWNER: FIRST UNION NATIONAL BANK OF FLORIDA
$9,234,660
PRINCIPAL AMOUNT: NINE MILLION TWO HUNDRED THIRTY-FOUR
THOUSAND SIX HUNDRED AND SIXTY DOLLARS
The City of Edgewater, Florida (the "City"), for value received, hereby promises to pay
to the Registered Owner designated above, or registered assigns, solely from the special funds
hereinafter mentioned, on the dates set forth in Exhibit A attached hereto, in the principal
amounts on Exhibit A attached hereto, and to pay solely from such funds, interest on such
outstanding principal amounts from the date of this Bond or from the most recent Interest
Payment Date to which interest has been paid, whichever is applicable, until payment of such
principal amount, in the amounts shown on Exhibit A attached hereto, such interest being
payable on the dates shown on Exhibit A attached hereto, by check or draft mailed on or before
the Interest Payment Date, to the Registered Owner at his address as it appears, at 5:00 P.M.
Eastern Time on the fifteenth day of the month preceding the applicable Interest Payment Date,
on the registration books of the City kept by Director of Finance of the City, as the Bond
Registrar; provided, that such payment shall, at the written request of the Registered Owner, be
by wire transfer or other medium acceptable to the City and to the Registered Owner. The
principal of, premium, if any, and interest on this Bond are payable in lawful money of the
United States of America.
The interest payment amounts shown on Exhibit A hereto have been calculated on the
basis of an annual rate of interest on outstanding principal balances on this Bond of five and
twenty-two hundredths percent (5.22%) (the "Initial Interest Rate"). This Initial Interest Rate,
and the interest payment amounts shown on Exhibit A hereto, are subject to adjustment upon the
happening of certain events, as more particularly described on Exhibit B hereto.
This Bond is payable from and secured solely by a lien upon and pledge (i) of the
proceeds derived from assessments levied against the lands and real estate within the City to be
specially benefitted by the Project authorized by the Assessment Resolutions, including interest
and penalties on such assessments and any moneys received upon the foreclosure of the liens of
such assessments or sales, if any, of tax deeds or tax certificates with respect to such
assessments (the "1995 Special Assessments"), (ii) the 1995 Stormwater Revenues, (iii) the 1995
Excise Tax, including Gas Tax Revenues, (iv) certain 1995 Investment Earnings; and (v) the
moneys on deposit in the 1995 Subaccounts in the Funds and Accounts created pursuant to the
Resolution, hereinafter defined (collectively, the "1995 Pledged Revenues"). This Bond is
additionally secured by the covenant of the City to budget and appropriate from Non -Ad
Valorem Revenues amounts needed to pay the principal and interest hereof, all in the manner
provided in and subject to the terms and conditions of such Resolution.
This Bond does not constitute a general obligation or indebtedness of the City as a
"bond" within the meaning of the State constitution, and it is expressly agreed by the Registered
Owner of this Bond that such Registered Owner shall never have the right to require or compel
the exercise of the ad valorem taxing power of the City, or the taxation of any property of or
in the City, for the payment of the principal of and interest on this Bond or for the making of
any sinking fund, reserve or other payments provided for in the Resolution.
This Bond represents the entire installment of Bonds, originally authorized to be issued
in the aggregate principal amount of not exceeding $9,500,000, issued to finance the cost of the
acquisition and construction of paving and drainage improvements within the City (the
"Project"), under the authority of and in full compliance with the Constitution and Statutes of
the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, Section 1.01
of the Charter of the City, and other applicable provisions of law, and a Resolution duly adopted
by the City Council of the City on the 15th day of August, 1994, as amended and supplemented
(hereinafter collectively called "Resolution"), and is subject to all the terms and conditions of
said Resolution. Capitalized terms used herein shall have the meaning specified in the
Resolution.
The Bonds are issuable only as fully registered Bonds in the denominations or Maturity
Amounts of $5,000 or integral multiples thereof. This Bond is transferable, and exchangeable
for Bonds of other authorized denominations, at the office of the Bond Registrar, by the
Registered Owner or by a person legally empowered to do so, upon presentation and surrender
hereof to the Bond Registrar, together with a request for exchange or an assignment signed by
the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the
r�11Ma o-J
Bond Registrar, all subject to the terms, limitations and conditions provided in the Resolution.
No charge will be made for transfer or exchange, but the City or the Bond Registrar may require
payment of an amount sufficient to cover any tax or other governmental charge payable in
connection therewith. The City and the Bond Registrar may deem and treat the Registered
Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account
of principal or interest and for all other purposes, and neither the City nor the Bond Registrar
shall be affected by any notice to the contrary.
The City has entered into certain covenants with the Registered Owner of this Bond for
the terms of which reference is made to the Resolution. In particular, the City has reserved the
right to defease the lien of the Bonds of this issue upon the Series Pledged Revenues upon
making provision for payment of the Bonds as provided in the Resolution.
Reference is made to the Resolution for a more complete description of the provisions,
among others, with respect to the nature and extent of the security for the Bonds, the rights,
duties and obligations of the City, the Registrar and the Registered Owners, and the terms and
conditions upon which the Bonds are issued and secured. The Registered Owner of this Bond,
by acceptance hereof, assents to all of the provisions of the Resolution.
Principal amounts due on this Bond may be prepaid at the option of the City in
accordance with the provisions of Exhibit A attached hereto. Notice of such redemption shall
be given in the manner provided in the Resolution.
This Bond is and has all the qualities and incidents of a negotiable instrument under the
Uniform Commercial Code -Investment Securities Laws of the State of Florida, and the
Registered Owner and each successive Registered Owner of this Bond, shall be conclusively
deemed by his acceptance hereof to have agreed that this Bond shall be and have all the qualities
and incidents of negotiable instruments under the laws of the State of Florida.
It is further agreed between the City and the Registered Owner of this Bond, that this
Bond and the obligation evidenced hereby shall not constitute a lien upon the Project or any part
thereof, or on any other property of or in the City, but shall constitute a lien only on the 1995
Pledged Revenues, in the manner provided in the Resolution.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have happened
and have been performed in regular and due form and time as required by the Laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and
of the issue of Bonds of which this Bond is one, does not violate any constitutional or statutory
limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar.
3xaveocoWJICo-e0No-i 3
IN WITNESS WHEREOF, the City of Edgewater, Florida has issued this Bond and has
caused the same to be executed by its Mayor, either manually or with his facsimile signature,
and the corporate seal of said City or a facsimile thereof to be affixed hereto or imprinted or
reproduced hereon and attested by the manual or facsimile signature of the City Clerk, all as of
the 22nd day of August, 1995.
(SEAL)
ATTEST:
City Clerk
CITY OF EDGEWATER, FLORIDA
By:_
Mayor
324&EDf WUCD-BOND-1
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within -mentioned Resolution.
CITY OF EDGEWATER, FLORIDA
As Bond Registrar
m
Date of Authentication: August 22, 1995
Mayor
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds validated by judgment of the Circuit Court for
Volusia County, Florida rendered on October 18, 1994.
Mayor
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the
entireties
IT ENT - as joint tenants with
right of survivorship
and not as tenants in
common
UNIF GIF MIN ACT_
(Cust.)
Custodian for
(Minor)
under Uniform Gifts to Minors
Act of
(State)
32481EpCAMPCD BOND 1 5
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
(Please insert Social Security or other Identifying Number of Assignee)
the within Bond and does hereby irrevocably constitute and appoint the Bond Trustee as his
agent to transfer the Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular, without
alteration or enlargement or any change
whatever.
(Commercial Bank, Trust Company or
Member Firm of the New York Stock
Exchange)
(Authorized Officer)
nwieuc I/CD-BONo-1
EXHIBIT A
REPAYMENT SCHEDULE
(1) (2)
(3)
(4)
(57
Total
Loan
Loan
Payment of
Principal
Date Payment
Balance
Interest
Repaid
22-Aug-95
9,234,660.00-
01-Apr-96
450,174.21
9,077,732.42
293,246.63
01-Oct-96
450,174.22
8,864,487.01
236,928.82
01-Apr-9'7
450,174.22
8,649,675.91
231,363.11
01-Oot-97
450,174.22
8,421,153.83
225,652.14
01-Apr-98
450,174.22
8,190,771,72
219,792.11
01-Oat-98
450,174.22
7,954,376.64
213,779.14
O1-Apr-99
450,174.22
7,711,611.65
207,609.23
01-Oct-99
490,174.22
7,462,915.72
201,278.28
03-Apr-2000
450,174.22
7,207,523.60
194,782.10
02-Oct-2000
450,174.22
6,945,465.74
188,116.37
02-Apr-2001
450,174.22
6,676,568.18
181,276.66
01-Oct 2001
450,174.22
6,400,652.39
174,258.43
01 Apr-2002
450,174.22
6,117,535.20
167,057.03
01-Oct-2002
450,174.22
5,827,028.65
159,667.67
01-Apr-2003
450,174.22
5,529,939.57
152,085.45
01 Oct-2003
450,174.22
5,223,070.98
144,305.33
01 Apr-2004
450,174.22
4,909,218.92
136,322.15
01-Oct-2004
450,174.22
4,587,175.31
128,130.61
01-Apr-2005
450,174.22
4,256,726.37
119,725.28
03'-Oct-2005
450,174.22
3,917,652.70
111,100.56
03-Apr-2006
450,174.22
3,569,729.22
102,250.74
02-Oct-2006
450,174.22
3,212,724.93
93,169.93
02-Apr-2007
450,174.22
2,846,402.83
83,852.12
01-Oct-2007
450,174.22
2,470,519.73
74,291.11
01 Apr-2008
450,174.22
2,084,826.07
64,480.56
01 Oct-2008
450,174.22
1,689,095.81
54,413.96
01-Apr-2009
450,174.22
1,282,976.21
44,084.62
01-Oct-2009
450,174.22
866,287.67
31,485.68
01-Apr-2010
450,174.22
438,723 .56
22,610.11
01-Oct-2010
----------------------------------------------------'
450,174.22
0.02
11,450.68
13,505,226.59
4,270,566.61
(6)
Annual
Debt
Service
156,927.58
213,245.40
900,348.4_
21,81811.11
224,522.08
900,348.44
230,382.11
236,395.08
900,348-49
242,564.99
248,895.94
900,348.44
255,392.12
262,057.85
900,348.44
268,897.56
275,915.79
900,348.44
283,117.19
290,506.55
900,348.44
298,088.
79
305,868-89
900,348.44
313,852.07
322,043.61
900,348.44
330,448.94
339,073.66
900,348.44
347,923.48
357,004.29
900,348.44
366,322.10
375,883.11
900,348.44
385,693.66
395,760.26
900,348.44
406,089.60
416,688.54
900,348.44
427,564.11
438,723.54
900,348.44
13,505,226.59
EXHIBIT B
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
Adjustment to Interest Rate
(a) Change in Maximum Comorate Tax Rate. If the maximum federal corporate income tax
rate for the Bank during any period in which interest is accruing, shall be other than 35%, then the
interest on the Bond during such period shall be modified by multiplying the interest on the Bond (as
adjusted) by a fraction equal to (I - A)/.65 where A equals the maximum marginal corporate income tax
rate then in effect.
(b) Loss of Federal Income Tax Deduction for State Income Taxes. If the federal income
tax deduction for state income taxes paid on the interest on the Bond during any period is reduced because
of any change in the tax laws or regulations then the interest on the Bond shall be increased during such
period by an amount equal to A x B x C x D where:
(1) A equals the fraction (expressed as a decimal) of the total state income tax
disallowed as a result of such tax law change;
(2) B equals the rate of the applicable state income tax (expressed as a decimal);
(3) C equals the maximum federal corporate tax rate then in effect for the Bank
(expressed as a decimal); Bud
(4) D equals the interest on the Bond (expressed as a percentage).
(c) Partial Taxability. If the interest on the Bond during any period becomes partially taxable
because of any change in the tax laws or regulations, then the interest on the Bond shall be increased
during such period by an amount equal to (A - B) x C where:
(1) A equals the Taxable Rate (expressed as a percentage);
(2) B equals the interest on the Bond (expressed as a percentage); and
(3) C equals the fraction of the interest on the Bond which has become taxable as the
result of such tax change (expressed as a decimal).
(d) Loss of Deduction Under Section 265(b)(3)(B) of Internal Revenue Code. In the event
the Bond is determined not to be a "qualified tax exempt obligation' within the meaning of
Section 265(b)(3)(B) of the Internal Revenue Code, then the original interest rate on the Bond shall be
adjusted to 5.90% per annum and any intervening adjustments made shall be recalculated using the
adjusted rate.
(e) Other Change in Tax Laws. If the tax laws or regulations are amended to cause the
interest on the Bond to be taxable, to be subject to a minimum tax or an alternative minimum tax or to
J]4VEDGM11CD'BOND 'I
otherwise change the after tax yield on the Bond to the Bank (directly or indirectly, other than a change
described in (a) through (d) above or because of a Determination of Taxability) then the interest on the
Bond shall be adjusted to cause the yield on the Bond, after payment of any increase in tax, to equal what
the yield on the Bond would have been in the absence of such change or amendment in the tax laws or
regulations.
The above adjustments shall be cumulative, but in no event shall the interest on the Bond exceed
the lesser of the maximum permitted by law or the Taxable Rate set forth below. The above adjustments
to the interest rate on the Bond shall be effective on the effective date of the applicable change in the tax
laws or regulations. All tax rates and interest rates are expressed as annual rates. However, proper
partial adjustment shall be made if the tax law change is effective after the first day of the Bank's tax year
or if the interest on the Bond does not accrue for the entire tax year of the Bank. Adjustments which
create a circular calculation because the interest on the Bond is affected by the calculation shall be carried
out sequentially, adjusting the interest on the Bond accordingly in each successive calculation using as
the new value the adjusted interest rate on the Bond, until the change on the interest rate on the Bond
caused by the next successive calculation of the adjustment is de minions. If more than one of paragraphs
(a) through (e) apply, then the interest on the Bond shall be adjusted in the order in which listed above.
Taxable Rate
Notwithstanding the foregoing, in the event of a "Determination of Taxability" (as hereinafter
defined), this Note shall bear interest at the rate of seven and eighty-three one hundredths percent
(7.53 %) per annum (the "Taxable Rate"), from and after and retroactively to the date as of which such
Determination of Taxability is made and the Bondholder shall be entitled to such additional interest on
this Note. For purposes hereof, 'Determination of Taxability" means the circumstance of the interest
on the Bond becoming includable for federal income tax purposes in the gross income of the Bank as a
consequence of any act, omission or event whatsoever and regardless of whether the same was within or
beyond the control of the City. A Determination of Taxability will be deemed to have occurred upon
(i) the receipt by the City or the Bank of an original or a copy of an Internal Revenue Service Technical
Advice Memorandum or Statutory Notice of Deficiency which holds that the interest on the Bond is
includable in the gross income of the Bank; (ii) the issuance of any public or private ruling of the Internal
Revenue Service that the interest on the Bond is includable in the gross income of the Bank; or
(iii) receipt by the City or Lender of an opinion of a Bond Counsel that the interest on the Bond has
become includable in the gross income of the Bank 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 Bond is deemed includable in the gross income of the Bank.
In no event, however, shall interest be charged or paid in an amount in excess of the maximum
interest rate permitted to be paid under applicable law.
32&FDC 1/00 BOND I
EXHIBIT C
CALCULATION OF PREPAYMENT PENALTY
Each prepayment of the principal of the Bond, in whole or in part and whether voluntary,
mandatory, upon acceleration or otherwise, shall be accompanied by an additional amount deemed
necessary by the Bank to compensate the Bank for any losses, costs or expenses which the Bank may
incur as a result of such prepayment. The prepayment penalty due the Bank shall be determined in
accordance with the following formula:
Prepayment Compensation = (A - B) x C x D
A = The sum, determined as of the date of delivery of the Bond, of (i) the Bond equivalent
bid side yield of the U.S. Treasury Note with a maturity closest to the final maturity of
the Bond as quoted by the Wall Street Journal (or other published source), I�us (ii) the
corresponding bid side market swap spread as determined by the Bank from quotes
generally available in the interbank dealer market for interest rate swaps, olus (iii) three -
eighths -half percent (3/8%).
B = The sum, determined as of the prepayment date of the Bond, of (i) the Bond equivalent
bid side yield of the U.S. Treasury Note with a maturity closest to the final maturity of
the Bonds as quoted by the Wall Street Journal (or other published source), plus (ii) the
corresponding bid side market swap spread as determined by the Bank from quotes
generally available in the interbank dealer market for interest rate swaps.
C = Principal Amount Prepaid.
D = Number of days from the date of prepayment to the final maturity of the Bonds divided
by a year base of 360 days.
In the event the amount determined as variable Babove is greater than the amount
determined as variable A above, no prepayment penalty shall be due hereunder. The
determination of prepayment penalty due the Bank hereunder shall be made by the Bank
in good faith using such methodology as the Bank deems appropriate and customary
under the circumstances and shall be conclusive absent manifest error.
3NWEDMW[/ D.eoao-i 10