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94-R-16RESOLUTION NO. 94-R-16 (SERIES RESOLUTION 1994 CAPITAL IMPROVEMENT BONDS, FLORIDA SHORES IMPROVEMENT AREA) A RESOLUTION SUPPLEMENTING RESOLUTION NO. 94-R-14 OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN PAVING AND DRAINAGE IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $16,500,OOOCAPITAL IMPROVEMENT BONDS, SERIES 1994 (FLORIDA SHORES IMPROVEMENT AREA) OF THE CITY TO FINANCE THE COST OF SUCH PROJECT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA; AS FOLLOWS: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapters 166 and 197, Florida Statutes, Section 1.01 of the City Charter of the City of Edgewater, Ordinance No. 91-0-1 of the City, and other applicable provisions of law (collectively, the "Act") and Section 5.01(F) of Resolution No. 94-R-14, adopted on August 15, 1994 (the "Master Resolution"), and is supplemental to the Master Resolution. SECTION 1.02 DEFINITIONS. Unless the context otherwise requires, the capitalized terms used in this resolution shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bond Resolution" means, collectively, the Master Resolution, this Resolution and all resolutions amendatory hereof and resolutions and resolutions supplemental hereto. "Consulting Engineers" means Dyer, Riddle, Mills and Precourt, or such other firm of registered professional engineers as may be retained by the City with respect to the 1994 Project. "Florida Shores Improvement Area" means Florida Shores Improvement Area Special Assessment District, as created and established pursuant to the Assessment Act. "Master Resolution" means Resolution No. 94-R-14, adopted by the Council of the City on August 15, 1994, as amended and supplemented from time to time. "1994 Assessment Resolutions" means the resolutions adopted by the Council providing for the levying and collection of the 1994 Special Assessments. "1994 Bonds" means the City's Capital Improvement Bonds, Series 1994 (Florida Shores Improvement Area Special Assessment District), issued pursuant to the Bond Resolution. "1994 Pledged Revenues" means the 1994 Special Assessments, the Excise Taxes and the Stormwater Utility Fees; provided, however, that, prior to the sale of the 1994 Bonds, the City may, by supplemental resolution, limit or eliminate the pledge of the Excise Tax Revenues and/or the Stormwater Revenues provided that the remaining 1994 Pledged Revenues shall be sufficient to pay the Debt Service on the 1994 Bonds. "1994 Project" means the acquisition and construction of certain paving and drainage improvements within Florida Shores Improvement Area, in accordance with the plans and specifications of the Consulting Engineers, to be filed with the City. "1994 Project Costs" means the cost of the acquisition and construction of the 1994 Project and the construction and acquisition of additions, extensions, and improvements thereto including, but not limited to: the acquisition of any lands or interests therein or any other properties deemed necessary or convenient therefor; engineering, accounting, and legal fees and expenses; expenses for plans, specifications and surveys and appraisals; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; interest on the 1994 Bonds for a reasonable period of time after the date of their delivery; reasonable reserves for the payment of Debt Service with respect to the 1994 Bonds; discount upon the sale of the 1994 Bonds; the cost of purchasing any Credit Facility with respect to the 1994 Bonds; such other expenses as may be necessary or incidental to the financing authorized by this Resolution, to the 1994 Project, and to the placing of the 1994 Project in operation; and reimbursement to the City for any sums expended for the foregoing purposes in anticipation of the issuance of the 1994 Bonds. "1994 Special Assessments" means the Special Assessments levied against the properties located within Florida Shore Improvement Area pursuant to the 1994 Assessment Resolutions. "1994 Subaccounts" means the separate accounts established and maintained pursuant to the provisions of this resolution for the benefit of the Owners of the 1994 Bonds. SECTION 1.03 FINDINGS. It is hereby ascertained, determined and declared that: A. It is necessary and in the best interests of the health, safety, and welfare of the City and its inhabitants that the City undertake the 1994 Project. The City is authorized pursuant to the provisions of the Act and the Assessment Act, to undertake the 1994 Project. B. The City is without adequate, currently available funds to pay 1994 Project Costs, and it is necessary and desirable and in the best interests of the City that it borrow the moneys 3Ng/EpO SMVRSUPR 2 August 16, 1"41:42 W necessary to accomplish the financing of the 1994 Project. The City is authorized pursuant to the provisions of the Assessment Act to borrow moneys necessary to pay the cost of the 1994 Project. C. The City anticipates receiving the 1994 Pledged Revenues, and the 1994 Pledged Revenues are not pledged or encumbered to pay any other debts or obligations of the City. D. The 1994 Pledged Revenues are estimated to be sufficient to pay the Debt Service on the Series 1994 Bonds and to make all other payments required to be made by the provisions of the Bond Resolution. E. The principal of and interest on the 1994 Bonds, and all required payments into the 1994 Subaccounts, shall be payable solely from the 1994 Pledged Revenues. Neither the City, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the 1994 Bonds or to make any of the required payments into the 1994 Subaccounts, and the 1994 Bonds shall not be secured by a lien upon any property owned by or situated within the corporate limits of the City other than the 1994 Pledged Revenues in the manner provided herein. SECTION 1.04 RESOLUTION AND MASTER RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the 1994 Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the same from time to time, this resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the City and such Registered Owners. The covenants and agreements in the Master Resolution and herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Registered Owners of any and all of such 1994 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 1994 Bonds over any other thereof, except as expressly provided therein and herein. 32a&EDG08.W1/RSUIT } August 16, 19941 A2 pm ARTICLE II AUTHORIZATION OF 1994 PROJECT; AUTHORIZATION OF ISSUANCE OF 1994 BONDS; DESCRIPTION, DETAILS AND FORM OF 1994 BONDS SECTION 2.01. AUTHORIZATION OF 1994 PROJECT. The Council hereby specifically authorizes the 1994 Project; and, to the extent previously authorized, re -authorizes the Series 1994 Project. The Council hereby specifically ratifies and affirms all actions previously taken in furtherance of the 1994 Project. SECTION 2.02, AUTHORIZATION OF 1994 BONDS. Subject and pursuant to the provisions of this Resolution and the Master Resolution, obligations of the City, to be known as "Capital Improvement Bonds, Series 1994 (Florida Shores Improvement Area)" are hereby authorized to be issued in an aggregate principal amount on original issuance of not exceeding $16,500,000 for the purpose of financing the 1994 Project Costs. SECTION 2.03. DESCRIPTION OF 1994 BONDS. The 1994 Bonds shall be in the form and subject to issuance, registration, transfer and exchange, all as provided herein and in the Master Resolution, as more particularly provided by the City at or prior to the time of sale of the 1994 Bonds. SECTION 2.04. FORM OF 1994 BONDS. The text of the 1994 Bonds shall be of substantially the form of Exhibit A of the Master Resolution, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or permitted by this resolution or by subsequent resolution or resolutions adopted prior to the issuance thereof. 324WE 8.00IfRSUPP 4 August 16, 19W 1:42 pm ARTICLE III APPLICATION OF PROVISIONS OF MASTER RESOLUTION SECTION 3.01 APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The 1994 Bonds shall for all purposes be considered to be Bonds issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in the Master Resolution shall be applicable to the 1994 Bonds herein authorized. SECTION 3.02. SECURITY FOR 1994 BONDS. (A) PLEDGE AND LIEN. The 1994 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the 1994 Pledged Revenues. The 1994 Bonds shall not be or constitute general obligations or an indebtedness of the City as "bonds" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the 1994 Pledged Revenues as provided herein and in the Master Resolution. No Owner of any 1994 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form of property therein to pay the Debt Service on the 1994 Bonds. The 1994 Bonds shall not constitute a lien upon the 1994 Project or upon any property of or in the City except the 1994 Pledged Revenues in the manner provided herein and in the Master Resolution. (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 "1994 Subaccounts:" (1) in the Sinking Fund, the "1994 Bonds Subaccount," which includes (a) the "1994 Bonds Debt Service Subaccount," (b) the "1994 Bonds Bond Amortization Subaccount," (c) the "1994 Bonds Reserve Subaccount," and (d) the "1994 Bonds Reserve Subaccount," and (d) the "1994 Bonds Redemption Account." (C) USE OF 1994 PLEDGED REVENUES. All 1994 Special Assessments and 1994 Investment Earnings shall be applied and deposited in the manner provided in Section 3.04(A) and (B) of the Master Resolution only into the 1994 Subaccounts. Moneys and Authorized Investments on deposit at any time in the 1994 Subaccounts may be used and applied only in the manner provided in Section 3.04(C) of the Master Resolution for the payment of Debt Service on, or the Redemption Price of, the 1994 Bonds. Moneys on deposit in the 1994 Subaccounts may be invested and reinvested only in Authorized Investments in the manner provided in Section 3.05 of the Master Resolution. (D) APPLICATION OF STORMWATER UTILITY FEES. All Stormwater Utility Fees shall, pursuant to Section 9.5-75 of the City Cade, immediately upon receipt, be deposited into the Stormwater Management Fund (the "Utility Fund"). After the provision for payment of operating expenses of the City's Stormwater Utility, the City shall transfer to the 1994 Bonds Subaccount Stormwater Utilities Fees until the aggregate amount transferred is equal to the amount certified by the City's Director of Finance as the portion of that fiscal year's Debt Service necessary to be paid out of the Stormwater Utility Fees. On the day prior to the date on which Debt Service is due on the 1994 Bonds, if the 1994 Special Assessment revenues are 32QIEDGO& WlM SUPP 5 AMua 16. 19961:42 pm insufficient therefor, sufficient Stormwater Utility Fees shall he withdrawn from the Utility Fund and deposited in the 1994 Bonds Subaccount to pay the Debt Service coming due on the 1994 Bonds. To the extent the Stormwater Utility Fees are not needed to pay Debt Service on the 1994 Bonds in any fiscal year, such monies may be used and applied as provided in Article IV of the City Code. (E) APPLICATION OF EXCISE TAXES. All Excise Taxes, as they are collected shall be deposited into the City of Edgewater, Florida Excise Tax Revenue Fund, hereby created (the "Excise Tax Revenue Fund"). To the extent moneys on deposit in the 1994 Bonds Subaccount are insufficient to pay the Debt Service on the 1994 Bonds, when due, and the Stormwater Utility Fees available therefor are insufficient to cure such deficiency, sufficient moneys shall be withdrawn from the Excise Tax Revenue Fund and deposited into the 1994 Bonds Subaccount, to the extent necessary to make up any deficiency therein. To the extent the Excise Tax Revenues are not needed to pay Debt Service on the 1994 Bonds in any fiscal year, as certified by the City's Director of Finance, such monies may be used and applied for any lawful purpose not inconsistent with applicable law. SECTION 3.03 REMEDIES. Any Registered Owner of, or any Credit Facility Issuer for, 1994 Bonds shall have available the remedies specified in Section 5.03 of the Master Resolution. 3248/EM W VR-SuRP 0 August 16, 19W 1:42 pm ARTICLE IV APPLICATION OF PROCEEDS OF 1994 BONDS There is hereby created and established in the Project Fund created pursuant to Section 4.02 of the Master Resolution a Series Subaccount to be known as the "1994 Project Account." Proceeds of the 1994 Bonds to be used to pay 1994 Project Costs shall be deposited in to the 1994 Project Account and used solely for the purpose of paying 1994 Project Costs, subject to the provisions of Section 4.02 of the Master Resolution regarding (a) conditions for expenditure of moneys, (b) investment of moneys application of Investment Earnings, and (c) use of moneys remaining after completion of the 1994 Project. All moneys received from the sale of any or all of the Series 1994 Bonds originally authorized and issued pursuant to this Resolution, shall be disbursed as provided in a subsequent resolution or resolution of the Council enacted at the time of sale of the Series 1994 Bonds. 33JA/FDPo WUR SUPP / August 16, 1W41:42 pm ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01. 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 the Master Resolution or this resolution or of the 1994 Bonds. SECTION 5.02. REPEALING CLAUSE. All resolutions of the City, or parts thereof, in conflict with the provisions of this resolution are to the extent of such conflict hereby superseded and repealed. SECTION 5.04. 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 15th day of August, 1994. CITY OF EDGEWATER, FLORIDA By: ack Hay , Mayor APPROVED AS TO FORM: Kriki A. Storey, Esq. City Attorney 32CB/ M,Wl/ -SVPP A.,. 16, 19%1:42 pm