95-R-13RESOLUTION NO. 95-R-13
A RESOLUTION AMENDING RESOLUTION NO. 95-R-09 OF THE CITY OF
EDGEWATER,FLORIDA, DULY ADOPTED ON JULY 17, 1995, BY THE
CITY, BY CONFORMING THE RESOLUTION TO THE PROPOSAL
SUBMITTED BY FIRST UNION NATIONAL BANK OF FLORIDA; AND
PROVIDING AN EFFECTIVE DATE.
BE IT ADOPTED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted
pursuant to the provisions of Chapter 166, Part II, Florida Statutes, Sections 1.01 and 3.12 of
the Charter of the City, the Assessment Act, Sections 5.01(F) and 6.06 of the Master Resolution
and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that:
A. The City Council (the "Council') of the City of Edgewater, Florida (the "City"),
heretofore duly adopted Resolution No. 94-R-14, on August 15, 1994 (the "Master Resolution'),
as supplemented by Resolution No. 95-R-09, duly adopted by the Council on July 17, 1995 (the
"Series Resolution") authorizing the issuance of not exceeding $16,500,000 Capital Improvement
Bonds, Series 1995 (Florida Shores Improvement Area) (the "1995 Bonds"),
B. Pursuant to Section 5.02 of the Series Resolution, proposals were solicited from
William R. Hough and First Union National Bank of Florida by the City for the purchase of the
Capital Improvement Bonds, Series 1995A (Florida Shores Improvement Area) (the "1995A
Bonds"). On August 8, 1995, such proposals were received by the City Manager and reviewed
by the City Manager and Finance Director to determine which proposal provided the lowest
overall borrowing cost and best financing terms to the City for the financing of the 1995 Project.
The 1995A Bonds were then awarded to First Union National Bank of Florida as the successful
bidder and purchaser thereof (the "Purchaser"), pursuant to a Certificate of Award duly executed
by the City Manager and Finance Director, a copy of which is on file with the City.
C. It is necessary and desirable and in the best interests of the City that the Series
Resolution be amended to conform certain provisions of the Series Resolution to the Purchase
Proposal submitted to the City by the Purchaser in connection with the purchase of the 1995A
Bonds.
SECTION 3. AMENDMENTS TO RESOLUTION. The Series Resolution is hereby
amended as follows:
A. Section 1.02 of the Series Resolution is amended by adding a new definition to
read as follows:
"Non -Ad Valorem Revenues" means all revenues of the City derived from
sources other than ad valorem taxes and legally available to pay Debt Service on
the 1995 Bonds, but excluding the Franchise Fees,
B. Section 1.03 of the Series Resolution is hereby amended by adding new subsections
L. and M. under Findings to read as follows:
L. The City currently receives the Non -Ad Valorem Revenues, and
is legally entitled to covenant to budget and appropriate from such Non -Ad
Valorem Revenues sufficient amounts in each Fiscal Year to pay the principal of
and interest on the 1995 Bonds, when due, subject to any prior liens or
encumbrances on such Non -Ad Valorem Revenues, whether now existing or
hereafter created.
M. It is in the best interest of the health, safety, and welfare of the
City and the inhabitants thereof that the City covenant to budget and appropriate
from the Non -Ad Valorem Revenues amounts sufficient to repay the principal of
and interest on the 1995 Bonds when due in the event that Pledged Revenues are
insufficient for such purpose.
Paragraph B of Section 3.02 is hereby amended to read as follows:
(B) SERIES SUBACCOUNTS. There are hereby created and
established in the Funds and Accounts created and established pursuant to Section
3.03(A) of the Master Resolution the following Series Subaccounts, hereinbefore
defined as the "1995 Subaccounts:" (1) in the Sinking Fund, the "1995 Bonds
Subaccount," which includes (a) the "1995A Bonds Debt Service Subaccount,"
and the "199511 Bonds Debt Service Subaccount," (b) the "1995 Bonds Bond
Amortization Subaccount," (c) the "1995 Bonds Reserve Subaccount," and (d) the
"1995 Bonds Redemption Account." Notwithstanding the foregoing the Reserve
Account Requirement and the funding method, if any, for any installment of the
1995 Bonds shall be as set forth in the Award Certificate of any installment of
1995 Bonds pursuant to Section 5.02 hereof. To the extent the purchaser of any
installment of 1995 Bonds waives the Reserve Account Requirement for such
installment then the City shall not be required to maintain the respective Reserve
Subaccount and the Reserve Account Requirement for such installment shall be
zero.
D. Article III of the Series Resolution is hereby amended by adding new sections 3.04
and 3.05 to read as follows:
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SECTION 3,04. COVENANT TO BUDGET AND APPROPRIATE. If
necessary, until the 1995 Bonds are paid or deemed paid pursuant to the
provisions of this Resolution, the City hereby covenants (i) to budget and
appropriate in each Fiscal Year from Non -Ad Valorem Revenues, sufficient
moneys to pay the principal of and interest on the 1995 Bonds coming due in said
Fiscal Year in the event Pledged Revenues are insufficient for such purpose, and
(ii) from such appropriated funds to pay said principal and interest in such Fiscal
Year.
Such covenant on the part of the City to budget and appropriate such
amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid,
and shall continue until such Non -Ad Valorem Revenues in amounts sufficient to
make such required payments shall have been budgeted, appropriated and actually
deposited. Notwithstanding the foregoing covenant of the City, the City does not
covenant to maintain any services or programs, now provided or maintained by
the City, which generate all or any portion of Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or
pledge of all or any portion of such Non -Ad Valorem Revenues, nor does it
preclude the City from hereafter pledging all or any portion of its Non -Ad
Valorem Revenues, except as otherwise provided herein with respect to
subsequent covenants or pledges, nor does it require the City to levy and collect
any particular Non -Ad Valorem Revenues, nor does it give the Purchaser a prior
claim on all or any portion of the Non -Ad Valorem Revenues as opposed to
claims of general creditors of the City. Furthermore, such covenant is subject to
the payment of obligations now or hereafter issued by the City, secured by a
pledge of and lien upon all or any portion of the Non -Ad Valorem Funds.
However, such covenant to budget and appropriate shall be subject in all respects
to the restrictions of Section 166.241, Florida Statutes (which provides that the
governing body of each municipality make appropriations for each fiscal year
which, in any one year, shall not exceed the amount to be received from taxation
or other revenue sources); and to the payment of services and programs which are
for essential public purposes affecting the health, welfare and safety of the
inhabitants of the City, or which are legally mandated by applicable taw.
SECTION 3.05. ISSUANCE OF ADDITIONAL BONDS. No Additional
Bonds shall be issued after the issuance of any Bonds pursuant to this Resolution,
except upon the following terms and conditions; provided, that the issuance of the
Series 1995B Bonds is not subject to such terms and conditions:
(A) Additional Bonds payable from the Pledged Revenues may
be issued by the City only if the Pledged Revenues received by the City
in the last two Fiscal Years immediately preceding the sale of the
Additional Bonds, as evidenced by the written certificate of the
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Independent Certified Public Accountants, shall have been at least equal
to the sum of (a) one hundred twenty -per cenmm (120%) of the Maximum
Debt Service Requirement on (1) the Bonds issued pursuant to this
Resolution then outstanding, (2) any Additional Bonds theretofore issued
and then outstanding, and (3) the Additional Bonds proposed to be issued,
and (b) one hundred per centum (100%) of Reserve Account Credit
Facility Costs, if any; provided, that the City shall not be required to
comply with the foregoing test with respect to any Additional Bonds
issued for the purpose of refunding Outstanding Bonds where such
refunding does not result in any increase in (i) the aggregate Debt Service
Requirement with respect to the Bonds being refunded and (it) the
Maximum Debt Service Requirement for the Bonds.
No Additional Parity Bonds, shall be issued at any time, however,
unless all of the payments into the respective funds and accounts provided
for in this Resolution on Bonds then outstanding, and all other Sinking
Fund, Reserve Account or other payments provided for in this Resolution,
shall have been made in full to the date of issuance of said Additional
Bonds, and the City shall be in substantial compliance with all of the
covenants, agreements and terms of this Resolution.
(B) Non -Ad Valorem Revenues (less expenses of essential
services - health, safety and welfare), (average of actual receipts over the
prior two fiscal 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 one and forty percenmm (140%); provided
that Non -Ad Valorem Revenues may be defined to exclude the Franchise
Fees.
(C) 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.
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D. Exhibit "A" to the Series Resolution is amended to read as follows:
EXHIBIT "A"
Purchase Price: Not less than 98% of par without
regard to Original Issue Discount, if
any
Interest Rate:
Maturity:
Construction funds needed:
Costs of Issuance:
Level Principal and Interest
Payments:
Semi -Annual Payments:
Not greater than 8.00% per annum
(NIC)
Not to exceed October 1, 2010
$14,550,000 (net estimate)
Include all cost of issuance for the
Bonds
Approximately level semi-annual
principal and interest payments
to Maturity
October 1 and April 1
SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions of this resolution should be held to be contrary to any
express provision of law or to be contrary to the policy of express law, though not expressly
prohibited, or to be against public policy, or should for any reason whatsoever be held invalid,
then such covenants, agreements, or provisions shall be null and void and shall be deemed
separate from the remaining covenants, agreements, or provisions of, and in no way affect the
validity of, all the other provisions of this resolution or of the Bonds.
SECTION 5. REPEALING CLAUSE. All resolution and resolutions of the City, or
pans thereof, in conflict with the provisions of this resolution are to the extent of such conflict
hereby superseded and repealed.
SECTION 6. EFFECTIVE DATE. This resolution shall take effect immediately upon
the final approval hereof.
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C Q
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.
CITY OF EDGEWATER,
FLORIDA
ay:
J ck Hayman, ay r
ATTEST:
APPROVED AS TO FORM:
&
Krisut A. Storey, Esq.
City Attorney
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