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RESOLUTION NO. 94-R-14
(MASTER ASSESSMENT BONDS RESOLUTION)
A RESOLUTION OF THE CITY OF EDGEWATER, FLORIDA PROVIDING
FOR THE CONSTRUCTION AND FINANCING OF ASSESSABLE
IMPROVEMENTS WITHIN THE CITY; PROVIDING FOR THE ISSUANCE
OF CAPITAL IMPROVEMENT BONDS OF THE CITY TO FINANCE THE
COST THEREOF; PROVIDING FOR THE PAYMENT THEREOF FROM
SPECIAL ASSESSMENTS LEVIED AGAINST BENEFITTED PROPERTY,
CERTAIN STORMWATER UTILITY FEES, CERTAIN EXCISE TAXES, AND
CERTAIN OTHER MONEYS; PROVIDING FOR THE RIGHTS, SECURITY,
AND REMEDIES OF THE REGISTERED OWNERS OF SUCH BONDS;
PROVIDING SEVERABILITY AND EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
ARTICLE I
AUTHORITY, DEFINITIONS,
FINDINGS AND CONTRACT
SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. This Resolution is enacted
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, and other applicable provisions of law.
SECTION 1.02. DEFINITIONS. As used herein, unless the context otherwise requires:
"Act" means Chapter 166, Part II, Florida Statutes, Sections 1.01 and 3.12 of the Charter
of the City, the Assessment Act, and other applicable provisions of law.
"Accreted Value" means, with respect to Capital Appreciation Bonds of any Series as of
any date, the amounts representing principal and accrued interest on Capital Appreciation Bonds
as of such date, which shall be determined by reference to the Table of Accreted Values.
"Accounting Principles" means generally accepted accounting principles applicable to
governmental entities.
"Additional Bonds" means any Series issued pursuant to the terms and conditions of this
Resolution subsequent to the Series 1994 Bonds.
"Amortization Installment" means, with respect to each maturity of Term Bonds of any
Series, the principal amounts (or Maturity Amounts) of such Term Bonds to be retired in
consecutive years by mandatory redemption from the applicable Bond Amortization Account
within the Sinking Fund; provided, that (i) each such Amortization Installment shall be deemed
to be due on the Interest Payment Date or Principal Maturity Date of each applicable year as is
fixed by resolution of the Council and (ii) the aggregate of such installments for each maturity
of Term Bonds shall equal the aggregate principal amount or, if applicable, the Maturity
Amounts at maturity of Term Bonds of such maturity delivered on original issuance.
"Assessment Act" shall mean Ordinance 91-0-1 of the City, as amended from time to
time
"Assessment Proceedings" means all meetings and public hearings of the Council and all
acts and actions by City staff, in each case to the extent related to the levy and collection of
Special Assessments, including, but not limited to, the preparation of maps, plans and
specifications for a Project, the publishing and mailing of notices, and the holding of
informational or other meetings related to the undertaking of a Project and the levy and
collection of Special Assessments.
"Assessment Resolutions" means the resolutions adopted by the Council pursuant to the
Assessment Act for the purpose of ordering the acquisition and construction of a Project and the
levy and collection of Special Assessments to pay Project Costs.
"Authorized Investments" means securities or obligations which are legal investments for
municipal funds under the provisions of Section 166.261, Florida Statutes, except as limited by
resolution, resolution or agreement of the City.
'Bond Counsel' means a firm of attorneys nationally recognized in the field of municipal
finance law selected by the City whose opinions are generally accepted by underwriters and
other purchasers of obligations issued by state and local governments.
"Bond Registrar" means, with respect to any Series, the Person or corporation designated
by the City to maintain the registration books required to be maintained hereunder and to serve
as paying agent for purposes of making payments of principal of and interest on the Bonds of
such Series to the Registered Owners.
"Bond Year" means, with respect to any Series, each twelve-month period beginning the
day after a Principal Maturity Date.
"Bonds" means the Series 1994 Bonds initially issued pursuant to this Resolution, and
any Additional Bonds.
"Book -Entry Form" or 'Book -Entry System" means a form or system, as applicable,
under which (i) Bonds are issued to a Depository or to its nominee, as Registered Owner,
(ii) Bonds are held by and "immobilized" in the custody of such Depository, and (iii) records
are maintained by the Depository and/or other persons to identify and record the transfer of
beneficial interests in the Bonds.
"Business Day" means any day of the year on which banks in the jurisdiction of the City
or in any of the cities in which the designated office of the Paying Agent or the principal office
of any Credit Facility Issuer are located, are not required or authorized by law to remain closed,
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and on which the Paying Agent and any Credit Facility Issuer and the New York Stock
Exchange, Inc. are open for business.
"Capital Appreciation Bonds" means Bonds, the interest on which shall be
(i) compounded on a periodic basis, (ii) payable only at maturity or upon prior redemption, and
(iii) determined by reference to the Table of Accreted Values.
"Code" means the Internal Revenue Code of 1986, as amended, including, when
appropriate, the statutory predecessor of the Code, and all applicable regulations (whether
proposed, temporary or final) under that Code and the statutory predecessor of the Code, and
any official rulings and judicial determinations under the foregoing applicable to the Bonds.
"City" means City of Edgewater, Florida a municipal corporation of the State and, in the
event of the assumption by any other Person of the City's obligations hereunder, shall mean that
Person.
"Council" means the City Council, as the governing body of the City.
"County" means Volusia County, Florida.
"Credit Facility" means, with respect to any Series, any municipal bond insurance policy,
a letter of credit, surety bond, guarantee, or other agreement under which any Person other than
the City guarantees timely payment of the principal of and interest on all or a portion of the
Series.
"Credit Facility Issuer" means a Person which has provided a Credit Facility or a
Reserve Account Credit Facility.
"Current Interest Bonds" means Bonds, the interest on which shall be payable on a
periodic basis.
"Debt Service" means, with respect to any Series for any period or at any time, the
principal of, premium, if any, and interest on the Bonds of such Series for that period or at that
time, whether due at maturity or redemption or otherwise.
"Debt Service Requirement" shall mean, with respect to any Series for any Bond Year,
the sum of:
(1) the amount required to pay the interest becoming due on the Current
Interest Bonds of such Series in such Bond Year;
(2) the amount required to pay the principal of Current Interest Bonds of such
Series maturing in such Bond Year;
(3) the amount required to pay the Maturity Amount of Capital Appreciation
Bonds of such Series payable in such Bond Year; and
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(4) the amount of the Amortization Installment for Tenn Bonds of such Series
payable in such Bond Year.
In calculating the Debt Service Requirement for any period for any Series
(A) the City may deduct from the amounts calculated in Subparagraphs
(1) through (3) above: (a) any accrued interest received from the sale of such
Series (b) any capitalized interest deposited into the Sinking Fund for such period
from the proceeds of the sale of such Series or otherwise and (c) any Series
Investment Earnings to be received on moneys on deposit in the Sinking Fund and
accounts therein established with respect to such Series and required by the terms
of this resolution to be retained in such Sinking Fund;
(B) the interest due in any ensuing Bond Year on Variable Rate Bonds of
such Series shall be assumed to be one hundred ten percent (110 %) of the greater
of (a) the daily average interest rate on such Variable Rate Bonds during the
twelve (12) months ending with the month preceding the date of calculation, or
such shorter period that such Variable Rate Bonds shall have been outstanding,
or (b) the rate of interest on such Variable Rate Bonds on the date of such
calculation;
(C)(i) the stated maturity date of any Current Interest Term Bonds of such
Series shall be disregarded and the Amortization Installments applicable to such
Current Interest Paying Term Bonds in such Bond Year shall he deemed to
mature in such Bond Year, and (ii) the principal amount of any Current Interest
Term Bonds having a single principal maturity and no Amortization Installments
therefor shall be calculated as if the amount of such single maturity had been
amortized over a term of years and was payable in such payments of principal
and interest as shall be set forth in a subsequent resolution of the Council adopted
on or prior to the delivery of such Bonds; and
(D) the stated maturity date of any Capital Appreciation Term Bonds of
such Series shall be disregarded and the Amortization Installments applicable to
such Capital Appreciation Term Bonds in such Bond Year shall be deemed to
mature in such Bond Year.
"Defeasance Obligations" mean:
(1) Federal Securities; and
(2) obligations described in Section 103(a) of the Code, provision for the
payment of the principal of, premium, if any, and interest on which shall have been
made by the irrevocable deposit with a bank or trust company (which is a member of the
FDIC and which has a combined capital, surplus and undivided profits of not less than
$25,000,000) acting as a trustee or escrow agent for holders of such obligations, of
securities described in subparagraph (1) above, the maturing principal of and interest on
which, when due and payable, will provide sufficient moneys, without reinvestment, to
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pay when due the principal of, premium, if any, and interest on such obligations, and
which securities described in subparagraph (1) above are not available to satisfy any other
claim, including any claim of the trustee or escrow agent or of any person claiming
through the trustee or escrow agent or to whom the trustee or escrow agent may be
obligated, including in the event of the insolvency of the trustee or escrow agent or
proceedings arising out of such insolvency and which are rated "Aaa" by Moody's and
"AAA" by S&P.
"Depository" means any securities depository that is operating and maintaining, with its
participants or otherwise, a Book -Entry System to record ownership of beneficial interests in
Bonds or Debt Service and to effect transfers of Bonds in Book -Entry Form, including, but not
limited to, The Depository Trust Company New York, New York.
"Event of Default" has the meaning specified in Section 5.02 hereof.
"Excise Tax Revenues" means, collectively the Gas Tax Revenues, the Guaranteed
Entitlement Revenues and the Utility Services Tax Revenues.
"Federal Securities" means direct and general obligations of the United States of
America, or obligations that are unconditionally guaranteed as to the timely payment of principal
and interest by the United States of America, including (in the case of direct and general
obligations of the United States of America) evidences of direct ownership of proportionate
interests in future payments of interest on or principal of such obligations, provided that
investments in such proportionate interests must be limited to circumstances where (a) a bank
or trust company acts as custodian and holds the underlying obligations; (b) the owner of the
investment is the real party in interest and has the right to proceed directly and individually
against the obligor of the underlying obligations; and (c) the underlying obligations are held in
safekeeping in a special account, segregated from the custodian's general assets, and are not
available to satisfy any claim of the custodian, any person claiming through the custodian, or
any person to whom the custodian may be obligated.
"Fiscal Year" means the period commencing on October 1 of each year and ending on
the succeeding September 30 or such other period as may be prescribed from time to time as the
fiscal year for the City.
"Fitch" means Fitch Investors Service, New York, New York, or any successor thereto.
"Funds and Accounts" means the various funds and accounts established by the City
pursuant to the provisions of Section 3.03(A) hereof.
"Gas Tax Revenues" means the City's share of the Local Option Gas Tax imposed by
the County pursuant to Section 336.025, Florida Statutes and received by the City pursuant to
that certain Interlocal Agreement among the City, the County and other incorporated
municipalities within the geographic boundaries of the County, as amended, supplemented or
substituted.
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"Guaranteed Entitlement Revenues" means the "guaranteed entitlement" of the revenue
sharing trust funds of the State, as defined in and as payable to the City pursuant to
Chapter 218, Part II, Florida Statutes.
"Independent Certified Public Accountants" means a firm of certified public accountants
(i) licensed to practice public accounting in the State, (ii) not in the regular employ of the City
on a salary basis, and (iii) retained by the City for the purpose of auditing the books and records
of the City, including those relating to the Pledged Revenues and performing such other
functions as are specified in this resolution.
"Interest Payment Date" means, with respect to any Series, (a) any date on which interest
is stated to be due on the Current Interest Bonds, as determined by subsequent resolution or
resolution of the Council adopted at or prior to the time of sale of such Series, and (b) any date
on which interest becomes due thereon on account of early redemption thereof or on account
of the happening of an event which under the terms of the Bonds, requires a payment of interest
to be made thereon.
"Investment Earnings" mean the interest received on, or the gain or loss from the
purchase and sale of, the Authorized Investments held in the Funds and Accounts, except to the
extent such amounts are required to be rebated to the United States of America.
"Master Resolution" means this resolution and any resolution amendatory hereof.
"Maturity Amounts" means, with respect to Capital Appreciation Bonds of any Series,
the amounts representing principal and interest on such Capital Appreciation Bonds at maturity.
"Maximum Debt Service Requirement" means, with respect to any Series as of any
particular date of calculation, the Debt Service Requirement for the then current or any future
Bond Year which is greatest in dollar amount with respect to all Outstanding Bonds of such
Series.
Woody's" shall mean Moody's Investors Service, Inc., New York, New York, or any
successor thereto.
"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 Bonds.
"Outstanding" means, with respect to any Series as of any applicable time, all Bonds
which have been issued and delivered or are then being issued and delivered under this
Resolution, except:
(a) Bonds of such Series cancelled upon surrender, exchange or transfer, or
cancelled upon purchase in the open market or because of payment or redemption prior
to that date;
(b) Bonds, or portions thereof, of such Series which are considered no longer
Outstanding pursuant to Section 6.04 hereof;
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(c) Bonds, or portions thereof, of such Series which are deemed paid upon
redemption or maturity thereof for which moneys sufficient to pay the Maturity Amount
or Redemption Price thereof have been deposited with the Paying Agent; provided that,
if such Bonds are to be redeemed before the maturity thereof, the Council shall have
adopted a resolution calling such Bonds for redemption and directing the Registrar to
mail notice of redemption to the Owners of Bonds so called for redemption;
(d) Bonds of such Series in lieu of which other Bonds have been issued under
Section 2.05 or 2.06 hereof.
For purposes of voting, giving directions and granting consents, Bonds of such Series held by
the City or by an agent of the City shall not be deemed outstanding.
"Paying Agent" means, with respect to any Series, the Person which is serving as
Registrar and, where the context so requires, shall include any co -paying agent appointed as
provided in this Resolution.
"Person" or words importing persons means firms, associations, partnerships, joint
ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal
entities and natural persons.
"Pledged Revenues" means (a) the Special Assessments, (b) the Stormwater Revenues,
(c) the Excise Tax Revenues, (d) the moneys on deposit in the Funds and Accounts, and (e) the
Investment Earnings.
"Principal Maturity Date" means, with respect to any Series, the annual or other periodic
date on which (i) principal matures on the Current Interest Bonds or (ii) Maturity Amounts are
payable on Capital Appreciation Bonds, in each case as determined by subsequent resolution of
the Council adopted at or prior to the sale of such Series, and includes applicable dates on which
Amortization Installments are required to be applied to retire Term Bonds.
"Project" means the acquisition and construction of road, drainage, water and sewer
improvements and other capital improvements, as more particularly described in a Series
Resolution.
"Project Costs" with respect to any Project, means, but shall not necessarily be limited
to: the cost of the acquisition and construction of the road, drainage, water and sewer
improvements; 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; expenses for estimates of costs and of revenues; the fees
of fiscal agents, financial advisors and consultants; administrative expenses; the capitalization
of interest on Bonds authorized hereby for a reasonable period of time after the date of issuance
and delivery thereof; the establishment of reasonable reserves for the payment of Debt Service
on Bonds; discount upon the sale of Bonds; the expenses and costs of issuance of the Bonds; the
cost of purchasing any Credit Facility or Reserve Account Credit Facility with respect to Bonds;
such other expenses as may be necessary or incidental to any financing authorized pursuant to
this Resolution, to any Project, and to the placing of the same in operation; and reimbursement
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to the City for any sums expended for the foregoing purposes. In connection with any particular
Series, Project Costs shall mean those of the foregoing costs which are to be paid or financed
by proceeds of such Series.
"Rating Agency" shall mean Fitch, Moody's, and S&P, or any other nationally
recognized company rating debt obligations of public and private obligations.
"Rating Category" means the established rating categories of the applicable Rating
Agency (such as "AAA" with regard to Fitch, "Aaa", "aa", "baa" and "P-l" with regard to
Moody's, and "AAA", "AA", "BBB" and "A-l" with respect to S&P) without regard to
modifiers such as pluses and minuses.
"Record Date" means, with respect to any Series, the fifteenth day of the calendar month
next preceding an Interest Payment Date applicable to that Series, or such other date as may
be specified by subsequent resolution of the Council.
"Redemption Date" means, with respect to any Bonds, the date as of which such Bonds
are called for redemption prior to maturity.
"Redemption Price" means the amount to be paid upon redemption prior to maturity of
any Bonds expressed as a percentage of the Principal Amount or Maturity Amount of such
Bonds.
"Refunding" means the retirement or defeasance of particular Bonds through the issuance
of other Bonds.
"Refunding Costs" shall mean but shall not necessarily be limited to: the cost of payment
of the principal of, premium, if specified, and interest on Bonds to be refunded; expenses for
estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants;
administrative expenses; the establishment of reasonable reserves for the payment of Debt
Service on Bonds; discount upon the sale of Bonds; the expenses and costs of issuance of Bonds;
the cost of purchasing any Credit Facility with respect to Bonds; such other expenses as may be
necessary or incidental to a Refunding, and to the accomplishing thereof, and reimbursement to
the City for any sums expended for the foregoing purposes.
"Register" means, with respect to any Series, the books kept and maintained by the
Registrar for the registration and transfer of Bonds pursuant to Article II hereof.
"Registered Owner" or "Owner" means the Person, including any nominee of a
Depository, in whose name a Bond is registered by the Registrar.
"Reserve Account Credit Facility" means, with respect to any Series, a municipal bond
insurance policy, surety bond, guarantee or other agreement which provides for payment of
amounts equal to all or any portion of the Reserve Account Requirement for a Series in the event
of an insufficiency of moneys in the Series Subaccount in the Sinking Fund to pay when due
principal of and interest on the Bonds of the Series.
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"Reserve Account Credit Facility Issuer" means a Person which has provided a Reserve
Account Credit Facility for a Series.
"Reserve Account Requirement" means, for any Series, as of the date of calculation, the
lesser of (i) the Maximum Debt Service Requirement for such Series, or (ii) the maximum
amount permitted under the Code as a reasonably required reserve or replacement fund for such
Series.
"S&P" shall mean Standard & Poor's Corporation, New York, New York, or any
successor thereto.
"Serial Bonds" means any Current Interest Bonds or Capital Appreciation Bonds for the
payment of the principal of which no fixed mandatory sinking fund or redemption deposits are
required to be made prior to the 12-month period immediately preceding the stated date of
maturity of the such Bonds.
"Series" means Bonds issued pursuant to a Series Resolution and designated by the City
as a single series, which may be issued in one or more installments.
"Series Excise Tax Revenues" means collectively, the Series Gas Tax Revenues, the
Series Guaranteed Entitlement Revenues and the Series Utility Service Tax Revenues.
"Series Gas Tax Revenues" means so much of the Gas Tax Revenues as are specifically
pledged to secure payment of Debt Service on a particular Series pursuant to a Series Resolution.
"Series Guaranteed Entitlement Revenues" means so much of the Guaranteed Entitlement
Revenues as are specifically pledged to secure payment of Debt Service on a particular Series
pursuant to a Series Resolution.
"Series Investment Earnings" means the Investment Earnings on the moneys on deposit
in specified Series Subaccounts, which are specifically pledged to pay Debt Service on a
particular Series.
"Series Pledged Revenues" means, with respect to a Series, (a) the Series Special
Assessments, (b) the Series Stormwater Revenues, (c) the Series Excise Taxes, (d) the moneys
on deposit in the Series Subaccounts in the Funds and Accounts, and (e) the Series Investment
Earnings.
"Series Resolution" means a resolution providing for the issuance of a particular Series
for the purposes of financing Project Costs.
"Series Special Assessments" means the Special Assessments specifically pledged to
secure payment of Debt Service on a particular Series.
"Series Stormwater Revenues" means the revenues and moneys received by or accruing
to the City from the levy and collection of the Stormwater Utility Fee specifically pledged to
secure payment of Debt Service on a particular Series.
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"Series Subaccounts" means the subaccounts created and established in the Funds and
Accounts to be used in connection with the deposit of Series Special Assessments and Series
Investment Earnings and which are specifically pledged to secure payment of Debt Service on
such particular Series.
"Series Utility Service Tax Revenues" means so much of the Utility Service Tax
Revenues as are specifically pledged to secure payment of Debt Service on a particular Series
pursuant to a Series Resolution.
"Special Assessments" mean all the proceeds derived from assessments levied against the
lands and real estate within the City to be specially benefitted by a Project, 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.
State" means the State of Florida.
"Stormwater Ordinance" means Article IV of the City Code, as amended from time to
time, which establishes a sormwater management utility and imposes the Stormwater Utility
Fee.
"Stormwater Revenues" means all revenues and moneys received by or accruing to the
City from the levy and collection of the Stormwater Utility Fee.
"Stormwater Utility Fee" means the stormwater fee imposed pursuant to the provisions
of Section 9.5-71 of Stormwater Ordinance.
"Table of Accreted Values" means, with respect to any Capital Appreciation Bonds, the
table which shows the sum of the principal and interest on such Bonds as of each Interest
Payment Date.
"Tax Compliance Certificate" means, with respect to any Series, the certificate executed
by an officer of the City responsible for the issuance of the Series, delivered in connection with
the issuance of such Series, relating to compliance by the City with the requirements of the Code
applicable to such Series, including any investment instructions attached to such certificate.
"Term Bonds" means, with respect to any Series, the Current Interest Bonds or Capital
Appreciation Bonds all of which are stated to mature on one date and which are subject to
retirement by operation of the applicable Bond Amortization Account in the Sinking Fund herein
established.
"Utility Service Tax Revenues" means the revenues generated by the tax levied by the
City on 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.
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"Variable Rate Bonds" means, with respect to any Series of Bonds, the interest rate on
which is subject to adjustment at such times and in such manner as shall be determined by the
Council prior to the sale thereof.
SECTION 1.03. FINDINGS. It is hereby ascertained, determined and declared that:
(A) It is necessary and desirable and in the best interests of the health, safety and
welfare of the residents of the City that the City be authorized to undertake Projects. The City
is authorized pursuant to the provisions of the Act to proceed with the construction from time
to time of one or more Projects.
(B) The City does not have and does not expect to have available funds to pay on a
current basis the cost of Projects, and the Council may determine from time to time to levy
Special Assessments to provide for payment of all or a portion of the cost of such Projects. The
City is authorized pursuant to the provisions of the Assessment Act to levy and collect such
Special Assessments.
(C) The City may further determine to pay all or part of the Project Costs related to
a particular Project at one time and, in order to accomplish this purpose, may determine to issue
a Series of Bonds and to pledge as security therefor, all or a portion of the Special Assessments,
the Excise Tax Revenues and/or all or a portion of the Stormwater Revenues. The City is
authorized pursuant to the provisions of the Act to issue Bonds and, depending on the nature of
the particular Project to pledge the Special Assessments, the Excise Tax Revenue and/or the
Stormwater Revenues to secure the repayment of a Series of Bonds.
(D) Determinations as to (1) whether to issue a particular Series to finance a particular
Project, (2) the details of such Series and (3) the Series Pledged Revenues and the details of such
pledge, shall be made by a Series Resolution and by resolutions supplemental thereto,
respectively, of the Council, adopted prior to the issuance of any Series hereunder.
(E) The Bonds to be issued pursuant to this resolution shall not be or constitute
general obligations or indebtedness of City as "bonds" within the meaning of any provision of
the Constitution of the State, but shall be and are hereby declared to be special, limited
obligations of City, the Debt Service on which is payable from and secured solely by the
Pledged Revenues in the manner provided herein. No Owners of any Bonds shall ever have the
right to require or compel City to levy taxes on any real property of or in City to pay the Debt
Service on the Bonds, or to make any of the sinking fund, reserve, or other payments provided
for herein. Furthermore, neither the Bonds nor the Debt Service thereon, shall be or constitute
a lien upon the Project or upon any other property of or in City, other than the Pledged
Revenues in the manner provided in this resolution.
SECTION 1.04. MASTER RESOLUTION CONSTITUTES A CONTRACT. In
consideration of the acceptance of the Bonds by those who shall be the Registered Owners
thereof from time to time, this Master Resolution shall be deemed to be and shall constitute a
contract between City and such Registered Owners. In consideration of the issuance of any
Credit Facility or Reserve Account Credit Facility, this Master Resolution shall be deemed to
be and shall constitute a commitment between City and the Credit Facility Issuer and the
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covenants and agreements herein shall be for the benefit, protection, and security of any Credit
Facility Issuer.
The covenants and agreements herein shall be for the equal benefit, protection, and
security of the Registered Owners and any Credit Facility Issuer. Bonds of each Series shall be
of equal rank and without preference, priority, or distinction over any other thereof, except as
expressly provided therein and in the Series Resolution. Additional Bonds shall be deemed to
have been issued pursuant to this Master Resolution the same as the Series 1994 Bonds originally
authorized and issued pursuant to this Master Resolution, and all of the covenants and other
provisions of this Master Resolution (except as to details of such Additional Bonds inconsistent
herewith), shall be for the equal benefit, protection and security of the Registered Owners of the
Bonds and the Registered Owners of any Additional Bonds within the limitations of and in
compliance with this Master Resolution.
SECTION 1.05. INTERPRETATION. Any reference herein to the City, to the Council
or to any member or officer of either, includes entities or officials succeeding to their respective
functions, duties or responsibilities pursuant to or by operation of law or lawfully performing
their functions.
Unless the context clearly indicates otherwise, any reference to a section or provision of
the Constitution of the State or the Act, or to a section, provision or chapter of the Laws of
Florida or the United States of America, includes that section, provision or chapter as amended,
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
modification, revision, supplement or superseding section, provision or chapter shall be
applicable solely by reason of this provision, if it constitutes in any way an impairment of the
rights or obligations of the City, the officers, employees and members of the Council of the
City, the Registrar, the Paying Agent, the Registered Owners, or any Credit Facility Issuer or
Reserve Account Credit Facility Issuer under this Resolution, the Bonds or any other instrument
or document entered into in connection with any of the foregoing.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder"
and similar terms refer to this resolution; and the term "hereafter" means after and the term
"heretofore" means before the date of this resolution. Words of any gender include the
correlative words of the other genders, unless the context indicates otherwise.
SECTION 1.06. CAPTIONS. The captions and headings herein are solely for
convenience of reference and in no way define, limit or describe the scope or intent of any
Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.
(End of Article I)
3248/ M$ WIYOAUTHOMZING2 12 Au n 16, IM I Q M
ARTICLE II
AUTHORIZATION OF BONDS;
DESCRIPTION, DETAILS AND FORM OF BONDS
AUTHORIZATION OF PROJECT AND BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. Subject and pursuant to the
provisions of this Master Resolution, obligations of City, to be known as "Capital Improvement
Bonds", are hereby authorized to be issued from time to time to finance Project Costs and
Refunding Costs.
SECTION 2.02. DESCRIPTION OF BONDS. Bonds may be issued hereunder in
Series. The Bonds of any Series may be issued all at one time or in installments from time to
time. Different installments and Series of the Bonds may have such characteristics as shall be
provided by the Council, and shall bear a designation to distinguish such Series or installment
from other Series or installments of the Bonds.
The Bonds of each Series shall be numbered; shall be in such denominations or maturity
amounts; shall be dated; shall bear interest at not exceeding the maximum rate allowed by law
payable on such dates; shall mature on the first day of such month, in such years, and such
amounts; and shall be issued as Current Interest Bonds, Capital Appreciation Bonds, Variable
Rate Bonds, Serial Bonds, Term Bonds, or any combination thereof; all as shall be determined
by the Council at or prior to the time of sale of such Series.
The Bonds of each Series shall be issued in fully registered form without coupons; shall
be payable with respect to principal at the office of the Registrar, as paying agent, or such other
paying agent as shall be subsequently determined by the Council; shall be payable in lawful
money of the United States of America; and shall bear interest from their date, or from the most
recent date to which interest has been paid, payable, in the case of Current Interest Bonds, by
check or draft mailed, on or before the Interest Payment Date, to the Registered Owner at his
address as it appears upon the books of the Registrar as of 5:00 P.M. Eastern Time on the
Record Date, and in the case of Capital Appreciation Bonds, at maturity upon presentation at
the office of the Registrar; provided that, for any Registered Owner of $1,000,000 of more in
face amount of Bonds, such payment shall, upon the express written request and at the expense
of such Registered Owner, be made by wire transfer or other medium acceptable to City and to
such Registered Owner.
SECTION 2.03. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds
of each Series shall be executed in the time of City by the Mayor, and attested and, if
applicable, countersigned by the City Clerk and the seal of the City or a facsimile thereof shall
be affixed thereto or reproduced thereon. The signatures of the Mayor and the City Clerk may
be manual or facsimile.
The Registrar shall serve as authenticating agent for the Bonds and is authorized to
authenticate Bonds. No Bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit under the provisions of this resolution until a certificate of authentication
13 Mpst 16, 19 1 42 P
substantially in the form set forth in Section 2.09 below shall have been signed by an authorized
signer of the authenticating agent. The authorized signature for the Registrar shall be either
manual or in facsimile, provided, however, that at least one of the above signatures, including
that of the authorized signature for the Registrar, appearing on the Bonds shall be a manual
signature. The authentication by the authenticating agent upon any Bond shall be conclusive
evidence that the Bond so authenticated has been duly delivered hereunder and is entitled to the
security and benefit hereof.
In case any officer who shall have signed or sealed any of the Bonds shall cease to be
such officer before the Bonds have been delivered, such Bonds may nevertheless be delivered
as if such officer had not ceased to hold such office. Any Bond may be signed and sealed on
behalf of the City by such person as at the time of execution shall hold the proper office,
although at the date of such Bonds such person may not have held such office.
SECTION 2.04. NEGOTIABILITY, REGISTRATION, TRANSFERABILITY AND
EXCHANGE. (a) The provisions of Section 2.04(b) shall apply to any Series for which the City
has not elected to utilize a Book -Entry System or issue such Series in Book -Entry Form. The
Bonds shall be and have all the qualities and incidents of negotiable instruments under the
Uniform Commercial Code - Investment Securities Laws of the State, and each successive
Registered Owner, in accepting any Bonds, shall be conclusively deemed so to have agreed.
(b) The Registrar shall be responsible for maintaining the books for the registration of
the transfer and exchange of the Bonds. Any Registrar, other than the City, shall be a transfer
agent qualified to act under the provisions of Section 17A(c) of the Securities Exchange Act of
1934, as amended. The City and the Registrar may treat the Registered Owner of any Bond as
the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and
shall not be bound by any notice to the contrary.
All Bonds presented for transfer or exchange (if so required by the City or the
Registrar) shall be accompanied by a written instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of signature satisfactory to the City or
the Registrar, duly executed by the Registered Owner or by his duly authorized attorney.
The Registrar may charge the Registered Owner a sum sufficient to reimburse it for any
expenses incurred in making any exchange or transfer after the first such exchange or transfer
following the initial delivery of the Bonds. The Registrar or the City may also require payment
from the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover
any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges
and expenses shall be paid before any new Bonds shall be delivered.
The City and the Registrar shall not be required to issue, transfer or exchange any Bonds
(a) during a period beginning at the opening of business on the 15th day next preceding any
Interest Payment Date and ending at the close of business on the Interest Payment Date or
(b) selected for redemption in whole or in part, whether or not notice of redemption has been
formally published.
14 Auiun 16, IM 142 pin
New Bonds delivered upon any transfer or exchange shall be valid obligations of the
City, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution,
and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds
surrendered.
Whenever any Bond shall be delivered to the Registrar for cancellation, upon payment
of the principal amount thereof, or for replacement, transfer or exchange, such Bond shall be
cancelled and destroyed by the Registrar as authorized by law, and counterparts of a certificate
of destruction evidencing such destruction shall be furnished to the City.
(c) The City may elect to use a Book -Entry System for issuance and registration of the
Bonds of any Series, and the details of any such system shall be fixed by the Council prior to
the time of issuance of such Bonds.
SECTION 2.05. REPLACEMENT OF BONDS MUTILATED, DESTROYED,
STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost,
the Registrar may in its discretion issue and deliver a new Bond, of like tenor as the Bond, so
mutilated, destroyed, stolen or lost, either in exchange and substitution for such mutilated Bond
upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, upon the Registered Owner's furnishing the Registrar proof of
his ownership and the loss thereof (if lost, stolen or destroyed), satisfactory indemnity in favor
of both the City and the Registrar, and complying with such other reasonable regulations and
conditions as the Registrar and City may prescribe, and paying (in advance if required by the
City) such expenses and attorneys fees as the City may incur. All Bonds so surrendered shall
be cancelled. If any such Bond shall have been matured or be about to mature, instead of
issuing a substitute Bond, the Registrar may pay the same, upon compliance with the foregoing
conditions.
Any such duplicate Bonds issued pursuant to this section shall constitute original,
additional contractual obligations on the part of the City, whether or not any lost, stolen or
destroyed Bonds are found.
SECTION 2.06. TEMPORARY BONDS. Until Bonds in definitive form are ready for
delivery, the City may deliver in lieu of such definitive Bonds, and subject to the same
provisions, limitations and conditions, one or more printed or typewritten Bonds in temporary
form, substantially of the tenor of the Bonds, with appropriate omissions and variations. The
City shall deliver Bonds in definitive form without unreasonable delay in exchange for the
temporary Bonds.
SECTION 2.07. ANTICIPATION NOTES. In anticipation of the delivery of any
Series, the City may issue anticipation notes, in the aggregate principal amount not to exceed
the aggregate authorized principal amount of such Series. Provisions regarding the form of such
anticipation notes and the security therefor shall be set forth in a separate resolution or resolution
of the Council adopted at or prior to the time of sale of such anticipation notes.
3] EOG0A.0 MAMnORIVNG2 15 Au 16, 1S 1:42"
SECTION 2.08. PROVISIONS FOR REDEMPTION. The Bonds of any Series or any
portions thereof may be subject to redemption prior to maturity upon such terms and conditions
as may be provided by the Council at or prior to the time of sale of the Bonds of such Series.
(A) NOTICE TO OWNERS. Not more than sixty (60) calendar days or less than
thirty (30) calendar days prior to the Redemption Date, notice of any such redemption, which
shall be dated and state (a) the Redemption Date, (b) the Redemption Price, (c) the identification
and respective principal amount of Bonds of such Series to be redeemed if less than all Bonds
of such Series are to be redeemed, (d) that on the Redemption Date the Redemption Price will
become due and payable on the Bonds of such Series or portion thereof called for redemption,
(e) that interest on such Bonds of such Series shall cease to accrue from and after such date, and
(f) the place where the Bonds are to be surrendered for payment of the Redemption Price
(i) shall be published in The Bond Buyer or a financial journal published in the Borough of
Manhattan, City and State of New York, (ii) shall be filed with the Registrar, and (iii) shall be
mailed by deposit in the U.S. Mail by Registered or Certified Mail, postage prepaid, to all
Registered Owners of Bonds of such Series to be redeemed at their addresses as they appear on
the registration books hereinabove provided for. Interest shall cease to accrue on the
Redemption Date on any Bonds of such Series duly called for prior redemption if payment of
the Redemption Price has been duly provided for. Failure of any Registered Owner to receive
notice properly given shall not affect (i) the validity of any such proceedings for redemption or
(ii) the cessation from and after the Redemption Date of the accrual of interest on the Bonds of
such Series called for redemption.
(B) NOTICE TO DEPOSITORIES. In addition to the foregoing notice, further notice
shall be given as set out below, but no defect in any such notice nor any failure to give all or
any portion of any notice shall in any manner defeat the effectiveness of a call for redemption
with respect to an Owner as to which notice is given as prescribed in Paragraph A above. Each
such further notice of redemption given hereunder shall contain the information required above
for an official notice of redemption plus: (i) the date of the Bonds of such Series being
redeemed; (ii) the rate of interest home by the Bonds of such Series being redeemed; (iii) the
maturity date of the Bonds of such Series being redeemed; (iv) the CUSIP number of the Bonds
of such Series being redeemed and (v) any other descriptive information needed to identify
accurately the Bonds of such Series being redeemed.
Each further notice of redemption under this Paragraph B shall be sent at least thirty-two
(32) days before the Redemption Date by registered or certified mail or overnight delivery
service (at the expense of the addressee) to all registered securities depositories then in the
business of holding substantial amounts of obligations of types such as the Bonds (such
depositories now being The Depository Trust Company of New York, New York, the Midwest
Securities Trust Company of Chicago, Illinois, and the Philadelphia Depository Trust Company
of Philadelphia, Pennsylvania) and to one or more national information services that disseminate
notices of redemption of obligations such as the Bonds (such as Financial Information, Inc.'s
Financial Daily Called Bond Service, Interactive Data Corporation's Bond Service, Kenny
Information Service's Called Bond Service and Standard & Poor's Called Bond Record).
16 Au" 16, 1� 142 M
SECTION 2.09. FORM OF BONDS. The text of the Bonds of each Series shall be in
substantially the following form, 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 resolution adopted prior to the issuance thereof.
17 Au 16, IM I M
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND
SERIES
[FORM OF FIRST PARAGRAPH OF CURRENT INTEREST PAYING BOND]
RATE OF INTEREST MATURITY DATE DATE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
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 Maturity Date specified above, the Principal Amount shown above, upon presentation
and surrender hereof at the corporate trust office of as Bond Registrar and
Paying Agent, and to pay solely from such funds, interest thereon 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, at the Rate of Interest per annum set forth above, such interest being payable
on , and thereafter on of each year 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 the Bond Registrar; provided, that for any Registered Owner of
one million dollars or more in principal amount of Bonds, such payment shall, at the written request of
such Registered Owner be by wire transfer or other medium acceptable to the City and to such Registered
Owner. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the
United States of America.
18 Au si 16, IM 1:42 M
[FORM OF FIRST PARAGRAPH OF COMPOUNDING INTEREST BOND]
PRINCIPAL AMOUNT AT
ISSUANCE PER $5,000
DATE OF
RATE OF ORIGINAL
INTEREST MATURITY DATE ISSUE MATURITY AMOUNT CUSIP
REGISTERED OWNER:
MATURITY AMOUNT:
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 Maturity Date specified above, the Maturity Amount shown above, upon presentation
and surrender hereof at the corporate trust office of as Bond Registrar and Paying
Agent provided, that for any Registered Owner of one million dollars or more in maturity amount of
Bonds, such payment shall, at the written request of such Registered Owner be by wire transfer or other
medium acceptable to the City and to such Registered Owner. The Maturity Amount and premium, if
any, of this Bond are payable in lawful money of the United States of America.
[FORM OF REMAINDER OF FACE OF BOND]
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 "Series Special Assessments"),
(ii) the Series Stormwater Revenues, (iii) the Series Excise Tax, (iv) certain Series Investment Earnings;
and (v) the moneys on deposit in the Series Subaccounts in the Funds and Accounts created pursuant to
the Resolution, hereinafter defined (collectively, the "Series Pledged Revenues"), 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.
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 Series Pledged Revenues, in the
manner provided in the Resolution.
19 A u 16, 19 1_42 M
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
APPEARING ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH ON THE FACE HEREOF.
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.
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 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 _ day of ,
(SEAL) CITY OF EDGEWATER, FLORIDA
ATTEST:
City Clerk
By:
Mayor
20 August 16, 19 1:42 -
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within -mentioned Resolution.
As Bond Registrar
By
Authorized Signature
Date of Authentication:
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds validated by judgment of the Circuit Court for Volusia
County, Florida rendered on
Mayor
(MATERIAL APPEARING ON REVERSE OF BONDS)
This Bond is one of [a Series] [an installment of a Series]] of Bonds, originally authorized to be
issued in the aggregate principal amount of $ , of like date, tenor and effect, except as to
number, interest rate, and date of maturity, issued to finance the cost of the acquisition and construction
of road, drainage, water, and sewer 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 of the Charter of the City, and other applicable
provisions of law, and a Resolution duly enacted by the City Council of the City on the _ day of
, as 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
21 Au 16, JW4 1:42 pm
empowered to do so, in a form satisfactory to the 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 Owners of the Bonds of this
Series for the terms of which reference is made to the Resolution. In particular, the City has reserved
the right to defense 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.
[INSERT REDEMPTION PROVISIONS]
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.
STATEMENT OF INSURANCE
[INSERT STATEMENT OF INSURANCE, IF ANY]
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 TEN - as joint tenants with right
of survivorship and not of
tenants in common
1108 9100I03II`JA41a
(Cost.)
Custodian for
(Minor)
under Uniform Gifts to Minors Act
of
22 Aug 16, IM I . p
Additional abbreviations may also be used although not listed 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.
Signature guaranteed:
(Commercial Bank, Trust Company or Member
Firm of the New York Stock Exchange)
(Authorized Officer)
NOTICE: The signature to this assignment
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.
(End of Article ❑)
3NWE[XM8 W1/0-AmHOMMNG-2 23 Augurs 16, i9 142 M
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATIONS OR INDEBTEDNESS OF
THE CITY. The Bonds shall not be or constitute general obligations or indebtedness of the City
or be "bonds" within the meaning of the State constitution but shall be special and limited
obligations of the City payable from and secured solely by a lien upon and a pledge of the
respective Series Pledged Revenues as herein provided. No Registered Owner or Owners of any
Bonds shall ever have the right to require or compel the exercise of the ad valorem taxing power
of the City, or taxation in any form on any property of or in the City, to pay the Bonds or Debt
Service thereon or to make any other payment required hereunder.
SECTION 3.02. SERIES SECURED BY SERIES REVENUES. The payment of Debt
Service on each Series of Bonds issued hereunder shall be secured forthwith equally and ratably
solely by a lien upon and pledge of the Series Pledged Revenues. Series Pledged Revenues, in
an amount sufficient both to pay the Debt Service on a specified Series and to make the
payments into the Series Subaccounts with respect to such Series in the Sinking Fund and to
make all other payments required by this Resolution with respect to such Series are hereby
irrevocably pledged in the manner stated herein to the payment of the Debt Service on such
Series as the same becomes due; provided that this pledge and lien may be released and
extinguished by defeasance as provided herein. Notwithstanding the foregoing, no provision
hereof is intended to prohibit the payment of Debt Service on any Series from, or the pledging
to such payment of, any lawfully available additional reserves, security, obligations or sources
of funds; in particular, and without limiting the generality of the foregoing, the City may, in
order to secure a more favorable interest rate on the Bonds of any one or more Series, pledge
Utility System Revenues to secure payment of such Series.
SECTION 3.03. FUNDS AND ACCOUNTS. (A) CREATION. There are hereby
created and established by the City the following special Funds and Accounts which shall be
subject to the lien hereof: a fund designated Special Assessment Improvement Bonds Sinking
Fund (hereinafter the "Sinking Fund"), separate accounts in which shall be established for each
Series, together with subaccounts therein to be known as the Debt Service Account, the Bond
Amortization Account, the Reserve Account, and the Redemption Account (together with any
subaccounts therein); and the Special Assessment Improvement Bonds Project Fund (hereinafter,
the 'Project Fund"), separate accounts in which shall be established for one or more Projects,
together with any accounts therein.
(B) MAINTENANCE. The designation and establishment of the Funds and Accounts
in and by this Resolution shall not be construed to require the establishment of any completely
independent, self -balancing funds or accounts, as such terms are commonly defined and used in
governmental amounting, but rather is intended solely to constitute an earmarking of specified
Pledged Revenues for certain purposes and to establish certain priorities for application of such
specified Pledged Revenues as provided herein and as more particularly provided in any
supplemental Resolution authorizing a particular Series. Cash and investments required to be
24 A , I, 6M I.42 M
accounted for in each of the Funds and Accounts may be deposited in a single bank account,
provided that standard accounting records are maintained to reflect control or restricted
allocation of the moneys therein for the various purposes of such Funds and Accounts.
The foregoing provisions notwithstanding, the Funds and Accounts shall constitute
restricted funds for the purposes provided herein and shall be maintained on the books of the
City as separate and distinct from all other Funds and Accounts of the City, in the manner
provided in this Resolution and in a supplemental resolution authorizing a particular Series. All
moneys in such Funds and Accounts shall be continuously secured in the same manner as City
deposits are required to be secured by the laws of the State.
Series Subaccounts shall be maintained for each Series of Bonds and identified by the
appropriate designation, and deposits into the Series Subaccount for each such Series of Bonds
shall be separate and independent from the deposits, if any, into the corresponding Series
Subaccount for each other Series of Bonds; provided that moneys on deposit in the Series
Subaccount established for a particular Series may be specified by resolution of the City to be
available to be used for payments required to be made from the corresponding accounts for any
other Series.
SECTION 3.04. APPLICATION OF PLEDGED REVENUES. For as long as the
Bonds of any Series shall be Outstanding or until (a) there shall have been set apart in the Series
Subaccounts in the Sinking Fund, a sum sufficient to pay when due the entire Debt Service
accrued and to accrue on such Series, or (b) provision for payment of the Bonds of such Series
shall have been made in accordance with the provisions of this Resolution and the Bonds of such
Series are deemed to have been paid and discharged, the City covenants with the Registered
Owners of, and any Credit Facility Issuer for, the Bonds of such Series as follows:
(A) APPLICATION OF SPECIAL ASSESSMENTS. All Series Special Assessments
shall, immediately upon receipt thereof, be deposited and applied as follows:
(1) First, into the Series Subaccount in the Debt Service Account to the extent
of the Debt Service Requirement on such Series for such Bond Year;
(2) Second, into the Series Subaccount in the Reserve Account to the extent
of any deficiency in the Reserve Account Requirement;
(3) Third, to reimburse the City for any advances made for previous deposits
into the Series Subaccount in the Debt Service Account or in the Reserve Account
therein;
(4) Fourth, into the Series Subaccount in the Redemption Account.
The amounts to be deposited into the Series Subaccount in the Debt Service Account shall
be adjusted in the months prior to the first Interest Payment Date and prior to any Redemption
Date so as to ensure that sufficient funds will be on hand to make the payments then required.
Credit shall be allowed against the required deposit amounts prescribed above to the extent of
any other funds on deposit and available for such purpose in the applicable Series Subaccount
25 Augur, 16, IM 1:42 "
in the Debt Service Account, including (i) accrued interest received from the sale of such Series,
(ii) capitalized interest provided from the proceeds of such Series and (iii) any Investment
Earnings transferred into the Series Subaccount and available for such purposes.
The foregoing provisions notwithstanding, no further deposits shall be required to be
made into the Series Subaccounts for a Series when (1) there shall be on deposit in the Series
Subaccounts in the Sinking Fund, an amount of money and Authorized Investments equal to all
principal and interest due on the Bonds of such Series to the final maturity thereof, and (2) the
City shall have been reimbursed for all sums advanced, if any, to make the required deposits
into the Series Subaccount in the Sinking Fund and accounts therein.
Any moneys remaining in the Series Subaccounts in the Sinking Fund after retirement
or provision for payment of all Bonds of any Series shall be used by the City for any lawful
purpose related to the providing of capital improvements within the geographic areas in which
the Project for which such Series was issued was constructed, or may be refunded to the owners
of property assessed in connection with the Project in such manner as shall be determined by
the Council to be fair and equitable.
(B) APPLICATION OF SERIES STORMWATER REVENUES AND SERIES
EXCISE TAX REVENUES. All Series Stormwater Revenues and Series Excise Tax Revenues
shall be applied as provided in the Series Resolution providing for the pledge thereof to one or
more particular Series.
(C) APPLICATION OF INVESTMENT EARNINGS. (1) Debt Service Account.
Series Investment Earnings realized in the Series Subaccount in the Debt Service Account for
a particular Series shall be retained therein to the extent necessary to provide for payment of the
Debt Service on such Series in the current Bond Year and, to the extent of any excess, shall be
transferred to the Series Subaccount in the Redemption Account for such Series.
(2) Reserve Account. Series Investment Earnings realized in the Series
Subaccount in the Reserve Account for a particular Series shall be retained therein to the
extent of any deficiency in such subaccount and, otherwise, shall he transferred to the
Series Subaccount in the Debt Service Account for such Series.
(3) Bond Amortization Account. Series Investment Earnings realized in the
Series Subaccount in the Bond Amortization Account for a particular maturity of Term
Bonds of a particular Series shall be retained therein to the extent necessary to provide
for payment of the Amortization Installment on such maturity of Term Bonds in the
current Bond Year and, to the extent of any excess, shall be transferred to the Series
Subaccount in the Debt Service Account for such Series.
(4) Redemption Account. Series Investment Earnings realized in the Series
Subaccount in the Redemption Account for a particular Series shall be retained therein
to the extent necessary to pay the Redemption Price of any Bonds called for redemption
and, to the extent of any excess, shall be transferred to the Series Subaccount in the Debt
Service Account for such Series.
26 A'+e'+t 16, 1S 1'42 M
(D) APPLICATION OF MONEYS ON DEPOSIT IN FUNDS AND ACCOUNTS.
Moneys on deposit in the Series Subaccounts in the Funds and Accounts shall be used and
applied in each Bond Year only as follows:
(1) Debt Service Account. Moneys on deposit in the Series Subaccounts in the
Debt Service Account shall be applied:
(a) First, to pay the interest on the Bonds of such Series coming due
during such Bond Year; and
(b) Second, to pay the principal of the Bonds of such Series maturing
in such Bond Year.
(2) Bond Amortization Account. Moneys on deposit in the Series Subaccount
in the Bond Amortization Account with respect to the Term Bonds of any Series shall be
used to pay the Amortization Installments of Term Bonds of such Series payable in such
Bond Year.
(3) Reserve Account. Moneys on deposit in the Series Subaccount in the
Reserve Account shall be used to supplement the moneys on deposit in the Series
Subaccount in the Sinking Fund and Series Subaccount in the Bond Amortization Account
to make the foregoing payments to the extent that the moneys in the Series Subaccount
in the Finking Fund and the Series Subaccount in the Bond Amortization Account are
insufficient therefor; provided, if the moneys on deposit in the Series Subaccount in the
Reserve Account exceed the Reserve Account Requirement for such Series, the excess
moneys may be withdrawn from the Reserve Account and deposited into the Series
Subaccount in the Sinking Fund for such Series.
(4) Redemption Account. Moneys on deposit in the Series Subaccount in the
Redemption Account shall be used to redeem or purchase prior to maturity Bonds of such
Series in such manner as is provided in the supplemental resolution authorizing such
Series; provided, that moneys on deposit in the Series Subaccount in the Redemption
Account may also be used to supplement the Reserve Account to the extent necessary to
pay the Debt Service Requirement on the Bonds of such Series.
(E) COVENANT TO BUDGET AND APPROPRIATE. In order to secure a more
favorable interest rate or more favorable terms for the issuance of Bonds of any one or more
Series, the City may covenant, for the benefit of the Owners of the Bonds of such Series, to
budget and appropriate in any Bond Year or Fiscal Year, solely from Non Ad Valorem
Revenues, such funds as may be necessary to supplement the Pledged Revenues to the extent
necessary to pay the Debt Service Requirement on the Bonds of such Series.
The City may enter into a similar covenant for the benefit of bonds, notes, or obligations
other than the Bonds; provided, that the City shall not enter into such covenants if the ratio of
the aggregate annual debt service requirements in any Fiscal Year on all obligations with respect
to which such covenant is made would exceed one hundred percent (100%) of the amount of
Non Ad Valorem Revenues expected to be received in such Fiscal Year.
3X92U Wl/O AUTHOPIZ 0-2 27 Au i 16, IM 1'.42 M
Unless provided otherwise, the obligation to budget and appropriate Non Ad Valorem
Revenues for the Bonds of any Series shall be deemed to be on a parity with the obligation to
budget and appropriate Non Ad Valorem Revenues for any other obligations with respect to
which the City has entered into the same covenant. In the event of the insufficiency of Non Ad
Valorem Revenues to satisfy all the City's obligations in any Bond Year or Fiscal Year, Non
Ad Valorem Revenues shall be applied pro rata based on the ratio of the deficiency for any
particular obligations additionally secured by such covenant to the total of the deficiencies for
all such obligations.
SECTION 3.05. INVESTMENT OF MONEYS IN FUNDS AND ACCOUNTS. All
moneys on deposit in the Funds and Accounts created hereunder may be invested and reinvested
only in Authorized Investments; such Authorized Investments shall mature or be redeemable at
par at the option of the City not later than the respective dates when such moneys will be
required for the purposes of such Funds and Accounts; provided, that at no time shall any
moneys constituting gross proceeds of Bonds be used in any manner to cause or result in a
"prohibited payment" under applicable regulations pertaining to, or in any other fashion as would
constitute failure of compliance with, Section 148 of the Code.
SECTION 3.06. PAYMENT ACCOUNTS. On or prior to each Interest Payment Date
when Debt Service is due on any Series, funds for the payment of the Debt Service then due
shall be transferred from the corresponding Series Subaccounts in the Sinking Fund and
deposited with the Paying Agent for such Series who shall deposit the same in a payment
account upon which Debt Service payment checks shall be drawn and other payments of Debt
Service shall be made. Such payment account shall be established in the name of the City and
moneys in any such payment account may be invested in overnight repurchase agreements fully
collateralized by United States Obligations held by a third party. Such payment account shall
be held solely for the benefit of the persons entitled to receive payment of the Debt Service with
respect to which such moneys were deposited, subject however to the provisions of the next
paragraph. All income on the investment of such moneys may be applied by the City for any
lawful purpose and shall not be considered Pledged Revenues hereunder.
SECTION 3.07. UNCLAIMED MONEYS. Any moneys deposited into the Sinking
Fund for the payment of principal of, premium, if any, and interest on the Bonds and remaining
unclaimed for a period of one (1) year from the date on which such moneys were due to pay
maturing principal of, premium, if any, or interest on such Bonds may be withdrawn by the City
and used for any lawful purpose; provided that (1) such withdrawal shall not give rise to any
claim for additional interest due on such Bonds on account of payment thereof not having been
duly provided for under the terms of this Resolution; and (2) such withdrawal shall not affect
the right, to the extent existing under the provisions of this Resolution or of the laws of the
State, of the Registered Owner of such Bonds to payment of the principal and interest thereon
to the Interest Payment Date with respect to which such moneys were originally deposited.
(End of Article III)
28 Au 16, 199 192 M
ARTICLE IV
APPLICATION OF BOND PROCEEDS
SECTION 4.01. APPLICATION OF BOND PROCEEDS. All moneys received from
the sale of any or all of the Bonds authorized and issued under the authority of this Resolution,
shall be disbursed as provided in a subsequent resolution or resolution adopted at or prior to the
time of delivery of such Bonds.
SECTION 4.02. PROJECT FUND. Moneys deposited into the Project Fund and Series
Subaccounts therein shall be withdrawn, used and applied by the City solely for the payment of
Project Costs and purposes incidental thereto, as described and set forth in the resolution
authorizing the particular Series. All expenditures or disbursements from the Project Fund shall
be made only after such expenditures or disbursements shall have been approved by the City.
All funds on deposit in the Series Subaccounts in the Project Fund, which in the opinion
of the City, are not immediately necessary for expenditure, as hereinabove provided, may be
invested in Authorized Investments, maturing at such time or times as such moneys will be
needed for the purposes of such Series Subaccounts. All Investment Earnings thereon shall be
retained in the Series Subaccounts and used to pay Project Costs, unless otherwise required by
the terms of any tax compliance certificate delivered in connection with any Series.
Any moneys remaining in the Series Subaccounts after the completion of the Project for
which such moneys were intended to be used may be withdrawn and applied, subject to the
opinion of Bond Counsel that such use will not adversely affect the exclusion from gross income
for federal income tax purposes of interest on the Bonds, by the City: (1) to the Series
Subaccount in the Sinking Fund to pay interest on the Bonds, (2) to the Reserve Account to the
extent of any deficiency therein, (3) to the Redemption Account to redeem Bonds, (4) to pay the
cost of further capital improvements benefitting the properties against which the Series Special
Assessments were originally levied, or (5) in such other manner as shall be determined by the
Council.
(End of Article IV)
29 AUSut 16, IM 1'42 M
ARTICLE V
COVENANTS OF THE CITY;
REMEDIES
SECTION 5.01. COVENANTS OF THE CITY. So long as any of the Bonds shall be
Outstanding, or until (a) there shall have been set apart in the Series Subaccounts in the Funds
and Accounts, a sum sufficient to pay when due, the entire principal amount of the Bonds of
each Series remaining unpaid, together with the premium, if any, with respect thereto and the
interest accrued and to accrue thereon, or (b) provision for payment of the Bonds of each Series
shall have been made in accordance with the provisions hereof and the Bonds of each Series are
deemed to have been paid and discharged, the City covenants with the Registered Owners of the
Bonds of each Series and any Credit Facility Issuer for the Bonds of each Series as follows:
(A) PERFECTION OF SPECIAL ASSESSMENTS. The City will forthwith,
whenever it shall first be timely, complete the Assessment Proceedings, including adoption of
the Assessment Resolutions necessary for the lawful levy of the Series Special Assessments
against all lands and properties specially benefitted by the construction of a Project and the
collection thereof in an amount equal to or not less than the aggregate of the Debt Service
Requirements on the Series to be paid from such Series Special Assessments. If any assessment
made with respect to any property shall be either in whole or in part annulled, vacated or set
aside by the judgment of any court, or if the City shall be satisfied that any such assessment is
so irregular or defective that the same cannot be enforced or collected, or if the City shall have
omitted to make any such assessment when it might have done so, the City covenants that it will
take all necessary steps to cause a new assessment to be made for the whole or any part of any
improvement or against any property benefitted by any improvement of the particular Project,
in the manner provided by law, and in any case any such second assessment or an initial Special
Assessment for one that shall have been omitted, shall be either in whole or in part annulled,
vacated, or set aside, or be unenforceable or uncollectible by reason of defect or irregularity,
the City shall obtain and make other assessments until a valid assessment shall be made.
(B) COLLECTION OF SPECIAL ASSESSMENTS. The City will diligently collect
all the Series Special Assessments and all of the installments thereof, interest thereon, and
penalties therefrom, in the manner prescribed by this Resolution, the Assessment Act and the
laws of the State pertaining thereto; provided that the City may elect to utilize the Uniform
Method provided in Chapter 197, Florida Statutes, for the collection of Series Special
Assessments, in which event the Series Special Assessments will be collected in the same manner
as ad valorem taxes.
If the City is not using the Uniform Method with respect to any Series Special
Assessments and if the owner of any lot or parcel of land assessed is delinquent in the payment
of any assessment, installment, interest due or penalty thereon for a period of sixty (60) days,
then the City (1) may declare the entire unpaid balance of said assessment, interest and penalties
to be in default and, at the City's expense, may cause such delinquent property to be foreclosed
in the manner provided by law for the foreclosure of mortgages on real estate, or as otherwise
provided by law, or (2) will deposit moneys into the Series Subaccount in the Sinking Fund to
30 A,, B. IM 1:dl M
the extent necessary to provide for timely payment of the principal of and interest on the Series
of Bonds to which such assessment is pledged.
If any foreclosure is not promptly filed and prosecuted and such failure causes an Event
of Default to occur hereunder, then any Registered Owner of the Series of Bonds to which such
assessment is pledged may file and prosecute said foreclosure action in the name of the City for
the benefit of the Registered Owners of all outstanding and unpaid Bonds of the Series of Bonds
to which such assessment is pledged. All moneys realized thereby shall be deposited in the
Series Subaccount in the Sinking Fund and applied in the manner hereinbefore provided.
If any property shall be offered for sale for the non-payment of any assessment,
installment thereof, or interest or penalty thereon, and no person or persons shall purchase the
same for an amount equal to the full amount due for the assessment (principal, interest, penalties
and the costs and expenses of collection), said property shall then be purchased in the name of
the City for an amount equal to the balance due on such assessment, and the City shall receive
title to said property for the benefit of the Registered Owners. The City covenants to use its
best efforts to sell, lease or rent said property, for the highest return obtainable, and to deposit
all of the net proceeds of any such sale, lease or rental into the Series Subaccount in the Sinking
Fund.
(C) PAYMENT. The City will duly and punctually pay or cause to be paid from the
Series Pledged Revenues the principal of, premium, if any, and interest on the Bonds of each
respective Series.
(D) BOOKS AND RECORDS. The City will keep books and records of Series
Pledged Revenues, in which complete and correct entries shall be made in accordance with
Accounting Principles, of all transactions relating to Series Pledged Revenues; any Registered
Owner of any Series and each Credit Facility Issuer with respect to any Series shall have the
right at all reasonable times to inspect all books, records, accounts and data of the City relating
to such Series.
The City shall, within one hundred and eighty (180) days after the close of each Fiscal
Year (or such later date as shall be specified by State law), cause the books, records and
accounts of the City for the Fiscal Year to be properly audited by the Independent Certified
Public Accountants, and the City shall mail upon written request, and make available generally,
said report, or a reasonable summary thereof, to any Registered Owner and each Credit Facility
Issuer.
(E) ISSUANCE OF OBLIGATIONS SECURED BY SERIES PLEDGED
REVENUES. The City will not issue any obligations, except Bonds issued under the conditions
and in the manner provided herein, secured by a lien upon or pledge of the Series Pledged
Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment,
encumbrance or any other charge or lien upon the Series Pledged Revenues other than the lien
of the Bonds.
31 AuS t 16, 19 I:42 M
(F) ISSUANCE OF ADDITIONAL BONDS. The City may issue one or more Series
of Bonds under and pursuant to the provisions of this resolution only under the following terms
and conditions and upon satisfaction of the following requirements:
(1) Additional Bonds must be authorized by a Series Resolution;
(2) Additional Bonds must be of a Series separate and distinct from other
Series and must be so designated in the Series Resolution;
(3) Additional Bonds must be secured by Series Pledged Revenues separate
and distinct from other Series Pledged Revenues, unless otherwise provided for herein
and in the Series Resolution for all Series to which specified Pledged Revenues or
portions thereof are pledged on a parity;
(4) Series Subaccounts must be established in the Funds and Accounts for each
Series and the Series Pledged Revenues for each Series maintained separate and distinct
from the Series Pledged Revenues for all other Series, unless otherwise provided for
herein and in the Series Resolution for all Series to which specified Pledged Revenues
or portions thereof are pledged on a parity; and
(5) The Series Resolution must recite that no Owner of any Bonds of any
Series shall have any rights in and to the Series Pledged Revenues of any other Series,
unless otherwise provided for herein and in the Series Resolution for all Series to which
specified Pledged Revenues or portions thereof are pledged on a parity.
(G) TAX COMPLIANCE. The City covenants that it will use, and will restrict the
use and investment of, the proceeds of each Series in such manner and to such extent as may
be necessary so that (a) the Bonds of such Series will not (i) constitute private activity bonds,
arbitrage bonds or hedge bonds under Section 141, 148 or 149 of the Code or (ii) be treated
other than as bonds to which Section 103(a) of the Code applies, and (b) the interest thereon will
not be treated as a preference item under Section 57 of the Code.
The City further covenants (a) that it will take or cause to be taken such actions that may
be required of it for the interest on the Bonds of each Series to be and remain excluded from
gross income for federal income tax purposes, (b) that it will not take or authorize to be taken
any actions that would adversely affect that exclusion, and (c) that it, or persons acting for it,
will, among other acts of compliance, (i) apply the proceeds of each Series to the governmental
purposes of the borrowing, (ii) restrict the yield on investment property, (iii) make timely and
adequate payments to the federal government, (iv) maintain books and records and make
calculations and reports, and (v) refrain from certain uses of those proceeds and, as applicable,
of property financed with such proceeds, all in such manner and to the extent necessary to assure
such exclusion of that interest under the Code.
32 Mu 16, 19% 1=42 Fm
SECTION 5.02. EVENTS OF DEFAULT. It shall be an Event of Default under this
Resolution if the City shall:
(1) fail to deposit with the Paying Agent for any Series on or before any
Interest Payment Date for such Series sufficient funds to pay the interest becoming due
and payable on the Bonds of such Series on such date;
(2) fail to deposit with the Paying Agent for any Series on or before a
Principal Maturity Date for such Series sufficient funds to pay the principal (including
Amortization Installments) maturing and becoming due on the Bonds of such Series on
such date;
(3) fail to deposit or pay within ten (10) days after the due date thereof any
other required deposit or payment under this Resolution pursuant to Section 3.04 hereof;
or
(4) fail to comply in any material respect with any other covenant made in this
Resolution, if (a) such failure shall continue for more than thirty (30) days following
notice of such failure to the City or (b) the City shall not (within thirty (30) days of
receipt of such notice have initiated steps to cure such default and thereafter have
proceeded diligently to cure such default; provided however that the Credit Facility Issuer
and Reserve Account Credit Facility Issuer may waive any such defect if compliance
shall be determined to be impossible of performance.
SECTION 5.03. REMEDIES. Any Registered Owner, any Credit Facility Issuer, or
any trustee acting for Registered Owners, in the manner hereinafter provided, may, either at law
or in equity, by suit, action, mandamus, or other proceedings, in any court of competent
jurisdiction, protect and enforce any and all rights, either under the laws of the State of Florida
or granted and contained in this Resolution and may enforce and compel the performance of all
duties required by this Resolution or by any applicable statutes to be performed either by the
City or by any officer thereof, including the receipt and application of any Series Pledged
Revenues and the taking of any and all actions necessary to entitle the City to receive the Series
Pledged Revenues.
If an Event of Default shall occur, the Registered Owners of not less than twenty-five
percent (25 %) in aggregate principal amount of Bonds of any Series Outstanding, or any trustee
appointed to represent such Registered Owners as hereinafter provided, shall be entitled as of
right to the appointment of a receiver of the Series Pledged Revenues for such Series in an
appropriate judicial proceeding in a court of competent jurisdiction, whether or not such
Registered Owners or trustee are also seeking or shall have sought to enforce any other right or
exercise any other remedy in connection with Bonds of such Series.
The receiver so appointed shall forthwith, directly or by his agents and attorneys, take
possession of the Series Subaccounts for such Series in the Funds and Accounts, and shall hold,
manage and control such Series Subaccounts, and in the name of the City shall exercise all the
rights and powers of the City with respect to such Series Subaccounts as the City itself might
do. Such receiver shall collect and receive all Series Pledged Revenues and maintain and apply
3NE/F .Wl/&AI ORIZING2 33 p ug,a/ 16, ISW 1:42 pm
the Series Subaccounts established by this Resolution for such Series in the manner provided
herein, and comply, under the jurisdiction of the court appointing such receiver, with all of the
provisions of this Resolution.
Whenever all Debt Service that is due upon any Series as to which a receiver has been
appointed, and all payments required under any covenants of this Resolution into Series
Subaccounts, shall have been paid and made good, and all Events of Default with respect to such
Series shall have been cured and made good, possession of the Series Subaccounts shall be
surrendered to the City upon the entry of an order of the court to that effect. Upon any
subsequent Event of Default with respect to any Series, any Registered Owner of the Bonds of
such Series, or any trustee appointed for Registered Owners as hereinafter provided, shall have
the right to secure the further appointment of a receiver upon any such subsequent Event of
Default.
Any receiver shall, in the performance of the powers hereinabove conferred upon him,
be under the direction and supervision of the court making such appointment, shall at all times
be subject to the orders and decrees of such court, and may be removed thereby and a successor
receiver appointed in the discretion of such court. Nothing herein contained shall limit or
restrict the jurisdiction of such court to enter such other and further orders and decrees as such
court may deem necessary or appropriate for the exercise by the receiver of any function not
specifically set forth herein.
Any receiver appointed as provided herein shall hold and apply the Series Subaccounts
for such Series in the name of the City, any Credit Facility Issuer for the Series, and the
Registered Owner of the Bonds of such Series as their interests shall appear. The receiver shall
have no power to sell, assign, mortgage, or otherwise dispose of any assets of any kind or
character belonging or pertaining to the City, but the authority of the receiver shall be limited
to the possession, and control, including the disbursement of moneys from, the Series
Subaccounts, for the sole purpose of the protection of the City, any Credit Facility Issuer and
the Registered Owners of the Bonds of such Series as their interests shall appear.
The Registered Owners of Bonds of such Series in an aggregate principal amount of not
less than twenty-five per centum (25 %) of Bonds of any Series then Outstanding may, by a duly
executed certificate in writing, appoint a trustee for Registered Owners of such Series with
authority to represent such Registered Owners in any legal proceedings for the enforcement and
protection of the rights of such Registered Owners. Such certificate shall be executed by such
Registered Owners or their duly authorized attorneys or representatives, and shall be filed in the
office of the Clerk and with the Mayor.
(End of Article V)
34 Au l 16, IM 1:42 "
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. VALIDATION AUTHORIZED. The City Attorney, in her discretion,
with the advice of Bond Counsel, is hereby authorized to institute on behalf of the City
proceedings in the Circuit Court for the City pursuant to the provisions of Chapter 75, Florida
Statutes, for validation of any Bonds and other matters necessary or incidental thereto.
SECTION 6.02. SALE OF BONDS. Bonds of each Series shall be issued and sold at
public sale, private placement, or negotiated sale at one time or in installments from time to time
and at such price or prices consistent with the provisions of the Act, the laws of the State, and
the requirements of this Resolution.
SECTION 6.03. NO RECOURSE. No recourse shall be had for the payment of the
Debt Service or for any claim based on the Bonds or on this resolution, against any present or
former member or officer of the Council or any person executing the Bonds.
SECTION 6.04. DEFEASANCE. Notwithstanding the foregoing provisions of this
Resolution, if, at any time, the City shall have paid, or shall have made provision for payment
of (a) Debt Service with respect to any Bonds and (b) all amounts owing to any Credit Facility
Issuer by virtue of draws on a Credit Facility or a Reserve Account Credit Facility to pay Debt
Service on such Bonds, then, and in that event, the pledge and lien created by this Resolution
in favor of the Registered Owners of such Bonds shall be no longer in effect. For purposes of
the preceding sentence, deposit of United States Obligations, the principal and interest on which
will be sufficient, without reinvestment, to make timely payment of the principal, interest, and
redemption premiums, if any, on the Bonds designated to be defeased, in irrevocable trust with
a banking institution or trust company, for the sole benefit of the Registered Owners of the
Bonds to be defeased, shall be considered "provision for payment". Nothing herein shall be
deemed to require the City to call any of the outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to impair the discretion of the City
in determining whether to exercise any such option for early redemption. Amounts, if any, paid
by a Credit Facility Issuer under its Credit Facility shall not be deemed paid pursuant to this
Section and shall continue to be due and owing hereunder until paid by the City in accordance
with this Resolution and such Credit Facility.
SECTION 6.05. NOTICES TO CREDIT FACILITY ISSUER. Any Credit Facility
Issuer providing a Credit Facility with respect to any Bonds shall be entitled to receive and shall
be provided all notices and reports which are required herein to be prepared and to be sent or
made available to Registered Owners of Bonds.
SECTION 6.06. MODIFICATION OR AMENDMENT. No material adverse
modification or amendment of this Resolution or of any resolution or resolution amendatory
hereof, may be made without the consent in writing of the Registered Owners of fifty-one
percent (51 %) or more in principal amount of the Bonds then Outstanding, provided, however,
that no modification or amendment shall permit a change in the maturity of any Bonds, a
35 116, IM 1:42 M
reduction in the rate of interest thereon, or a reduction in the amount of the principal obligation
represented thereby; nor shall any modification or amendment either affect the unconditional
promise of the City to pay the principal of and interest on the Bonds of any Series, as the same
shall become due, from the Series Pledged Revenues, or reduce the percentage of Registered
Owners of Bonds above required to consent to such material modifications or amendments,
without the consent of the Registered Owners of all such Bonds; provided further, however, that
no such modification or amendment shall allow or permit any acceleration of the payment of
principal of or interest on the Bonds upon any default in the payment thereof whether or not the
Registered Owners of the Bonds consent thereto.
The City, from time to time and at any time and without the consent or concurrence of
any Registered Owners of any Bonds, may enact a resolution amendatory hereof, if the
provisions of such amendatory resolution shall not adversely affect the rights of the Registered
Owners of the Bonds then outstanding, for any one or more of the following purposes:
(1) to make any changes or corrections in this resolution which the City shall
have been advised by counsel are required for the purpose of curing or correcting any
ambiguity or defect or inconsistent provision or omission or mistake or manifest error
contained herein, or to insert in this resolution such provisions clarifying matters or
questions arising hereunder as are necessary or desirable;
(2) to add additional covenants and agreements of the City for the purpose of
further securing the payment of the Bonds;
(3) to surrender any right, power or privilege reserved to or conferred upon
the City by the terms hereof;
(4) to confirm by further assurance any lien, pledge or charge created or to
be created by the provisions hereof;
(5) to grant to or confer upon the Registered Owners any additional right,
remedies, powers, authority or security that lawfully may be granted to or conferred
upon them;
(6) to assure compliance with the Code;
(7) to provide such changes which, in the opinion of the City, based upon such
certificates and opinions of the Independent Certified Public Accountant, Bond Counsel,
financial advisors or other appropriate advisors as the City may deem necessary or
appropriate, will not materially adversely affect the security of the Registered Owners,
including, but not limited to, such changes as may be necessary in order to adjust the
terms hereof so as to facilitate the issuance of other types of obligations, including, but
not limited to, bonds, notes, certificates, warrants or other evidences of indebtedness,
which are Subordinated Bonds;
(8) to modify any of the provisions of this resolution in any other respects,
provided that such modification shall not be effective (a) with respect to the Bonds
32G8/E &WIIO-AUTHORIZING-2 36 Au M.19 142M
outstanding at the time such amendatory resolution is adopted or (b) shall not be
effective (i) until the Bonds outstanding at the time such amendatory resolution is adopted
shall cease to be outstanding, or (ii) until the Registered Owners thereof consent thereto.
The foregoing provisions notwithstanding, (1) no consent of any Registered Owners shall
be required with respect to modification or amendment with respect to Bonds as to which a
Credit Facility (other than a Reserve Account Credit Facility) is in place and to which
modification or amendment the Credit Facility Issuer has provided its prior written consent and
(2) no modification or amendment shall be effective with respect to any Bonds as to which a
Credit Facility is effective without the prior written consent to such modification or amendment
of the Credit Facility Issuer.
SECTION 6.07. PAYMENTS DUE AND ACTS REQUIRED TO BE DONE ON
DAYS WHICH ARE NOT BUSINESS DAYS; TIME. The following provisions shall govern
the calculation of the time for performance hereunder: (a) in any case where any payment of
Debt Service is required to be paid on a date which is not a Business Day, then such payment
need not be made on such date, but shall be made on the next succeeding Business Day, with
the same force and effect as if made on the date fixed for such payment, and no interest shall
accrue on such payment for the period after such date if such payment is made on such next
succeeding Business Day; (b) in any case where any act is required or any notice is required to
be given hereunder on any day other than a Business Day, then such act shall be done or such
notice shall be given on the next succeeding Business Day, with the same force and effect as if
such act had been performed or such notice had been given on the date required; and (c) all
times for the making of any payment or the performance of any act, as provided in this
Resolution shall mean the local time prevailing in the City unless some other time is expressly
provided for.
SECTION 6.08. 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 6.09. REPEALING CLAUSE. All resolution and 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 6.10. EFFECTIVE DATE. This resolution shall take effect immediately
upon the final approval hereof.
3248/PDOO9 W MAU ORIZING 2 37 Aug 16, IM 1.42 M
PASSED AND ENACTED by the C%Council of the City of Edgewater, Florida at a
regular meeting duly called and held this 15 � day of G"41y{ 1994.
ATTEST:
CITY OF EDGEWATER,
FLORIDA
J ck man, ayor
APPROVED AS TO FORM:
L) .i 4La
Kfi9ta A. Store�, Esq.
City Attorney
38 n 16, Ira L <x w