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91-R-43 /" "'" " , ), · i v ~ .' RESOLUTION NO. 91-R-~ A RESOLUTION AWARDING $13,580,000 WATER AND SEWER REVENUE BONDS, SERIES 1991, OF THE CITY OF EDGEWATER, FLORIDA; AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT FOR SUCH BONDS; FIXING THE DATE, DENOMINATIONS, MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS WITH RESPECT TO SUCH BONDS; AUTHORIZING USE OF AN OFFICIAL STATEMENT IN CONNECTION WITH DISTRIBUTION OF SUCH BONDS AND OTHER ACTION IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; DESIGNATING A PAYING AGENT AND REGISTRAR FOR SUCH BONDS; CANCELLING REMAINING BOND AUTHORIZATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS. the City Council of the City of Edgewater, Florida (the "Issuer") has, by Resolution No. 90-R-35 duly adopted on June 7. 1990, as amended and restated (the "Bond Resolution") authorized the issuance of Water and Sewer Revenue Bonds, Series 1991 of the Issuer in the aggregate principal amount of not exceeding $15,000,000 (the "Bonds"): and WHEREAS, the Issuer desires to supplement the Bond Resolution by adoption of this Resolution: and WHEREAS, the Issuer hereby finds that the timing, size and complexity of the financing and the present volatility of the municipal bond market require that its terms be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the most favorable terms in the bond market and, therefore. has determined to sell the Bonds at private, negotiated sale: and WHEREAS, the Issuer has received an offer to purchase the Bonds in the form of a Bond Purchase Contract dated July 15, 1991 attached hereto as Exhibit "A" (the "Purchase Contract") from A G. Edwards & Sons, Inc. and William R Hough & Co. (the "Underwriters"), the acceptance of which the Issuer detennines to be in its best interest and hereby approves: and WHEREAS, the Issuer desires to approve and ratify the use of OffiCial Statements, in substantially the form of the Preliminary Official Statement attached to the Purchase Contract. to designate the Paying Agent and Registrar for the Bonds. and to authorize the taking of all necessary action in connection with the delivery of the Bonds; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCn. OF THE CITY OF EDGEWATER, FLORIDA: Section 1. AWARD OF BONDS. The Issuer hereby fmds. detennines and declares that the timing and size of the issue and complexity of the fmancing plan for the Bonds, and current rapidly changing bond market conditions require that the sale of the Bonds be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to change the maturities, redemption features and yields necessary to obtain the most favorable terms in the . LKL-Q7/12/91-2894-AwardRes -1- ,.1 , '-' "'-' bond market. The negotiated sale of the principal amount of Bonds stated in the Purchase Contract is hereby authorized pursuant to Section 218.385. Florida Statutes. The offer in the form of the Purchase Contract. attached hereto as Exhibit "A" and made a part hereof. relating to the purchase of the Bonds is hereby accepted and such principal amount of Bonds are hereby awarded and sold to the Underwriters at the purchase price and upon the terms and conditions set forth in the Purchase Contract attached hereto. The Issuer acknowledges receipt of the information required by Section 218.385. Florida Statutes. in connection with the negotiated sale of the Bonds. A copy of the Underwriters' letter containing the required information is attached hereto as Exhibit B. The principal amount of Bonds authorized in the Bond Resolution which is in excess of the principal amount of Bonds awarded in this Resolution is hereby cancelled. Section 2. APPROVAL OF OFFICIAL STATEMENTS FOR BONDS. The use of a final Official Statement relating to the Bonds. in substantially the form of the Preliminary Official Statement attached to the Purchase Contract. with such revisions as are consistent with the Purchase Contract and as shall hereafter be approved by the Mayor and City Manager of the Issuer. such approval to be evidenced by their execution thereof. is hereby authorized and approved in connection with marketing of the Bonds. and the proper officers of the Issuer are hereby authorized to certify that the Preliminary Official Statement is "deemed final" as of its date for purposes of. and except for certain omissions permitted by. SEC Rule 15c2-12. and are hereby authorized to execute the final Official Statement and to deliver same to the Underwriters. Use by the Underwriters of the Preliminary Official Statement in marketing the Bonds is hereby ratified and approved. Section 3. EXECUTION OF PURCHASE CONTRACT, PAYING AGENT AGREEMENT AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The proper officers of the Issuer are hereby authorized and directed to execute and deliver the Purchase Contract and to execute the Bonds when prepared and deliver the same to the Underwriters upon payment of the purchase price and pursuant to the conditions stated in the Purchase Contract. The proper officers of the Issuer are hereby authorized to execute and deliver a Paying Agent Agreement. in form approved by the Mayor. City Manager and City Attorney. and deliver the same to the Paying Agent. The Mayor. City Clerk. City Manager. City Attorney. and Uvermore Klein & Lott. PA.. bond counsel for the Issuer. are each designated agents of the Issuer in connection with the issuance and delivery of the Bonds. and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Bonds heretofore taken by the Issuer. Section 4. DESIGNATION OF PAYING AGENT AND REGISTRAR. Sun Bank, National Association, Orlando, Florida, is hereby designated and approved as paying agent and registrar for the Bonds. Section 5. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements, or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law. though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions LKL-Q7/12/91-2894-AwardRes -2- and shall in no way affect the validity of any of the other provisions hereof or of the 1991 Bonds. Section 6. REPEALING CLAUSE. All ordinances and resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 7. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. This Resolution was introduced and sponsored by Councilperson cillespig and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a Regular meeting of said Council held on the 15 day of July , 1991, and approved as provided by law. )WS: Authenticated this 15 day of �� 19@ 1. Mayor l�yLL Reviewed by: ity Attorney 1a07/12/e1-2e94-Awardes -3- "-" .." EXHIBIT B UNDERWRITER'S DISCLOSURE STATEMENT 'PURSUANT TO SECTION 218.385, FLORIDA STATUTES July 15, 1991 City council of the City of Edgewater, Florida Re: $13,580,000 City of Edgewater, Florida Water and Sewer Revenue Bonds. Series 1991 Ladies and Gentlemen: Pursuant to Chapter 218.385, Florida Statutes, and in refer- ence to the issuance of the above-captioned bonds (the "Bonds"), A.G. Edwards & Sons, Inc. and William R. Hough & Co. (the "Underwriters"), pursuant to the Bond Purchase Contract ("Purchase Contract") dated July 15, 1991, among the Underwriters and the City of Edgewater, Florida (the "City") hereby make the fOllowing disclosures to the City: (a) The Underwriter is acting as underwriter for the City for the public offering and sale of the Bonds. The total fee to be paid to the Underwriters pursuant to the Purchase Contract is equal to $168,935.20, or approximately $12.44/$1,000 of the total face amount of the Bonds. (b) The expenses estimated to be incurred by the Under- writers in connection with the issuance of the Bonds are equal to approximately $3.18/$1,000, as set forth on the itemized list attached hereto. (c) The names, addresses and estimated amounts of compen- sation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with either the City or the Underwriters, or both, for any paid or promised compensation or valuable consideration directly, ex- pressly or impliedly, to act solely as an intermediary between the City and the Underwriters for the purpose of influencing any transaction in the purchase of the Bonds are: None (d) The amount of underwriting spread expected to be re- alized is approximately $9.26/$1,000 (eXClusive of expenses) for the Bonds of which $1.50/$1,000 is equal to the management fee. (e) Any other fee, bonus or other compensation estimated to be paid by the Underwriters in connection with the Bonds to any person not regularly employed or retained by the Underwriters is as follows: None (f) The names and addresses of the Underwriters are: A.G. Edwards & Sons, Inc. Southeast Public Finance 500 N. Westshore Boulevard Suite 740 Tampa, Florida 33609 William R. Hough & Co. 1440 First Union Bldg. Jacksonville, Florida 32202 Very truly yours, A.G. EDWARDS & SONS, INC. WILLIAM R. HOUGH & CO. BY: A.G. EDWARDS & SONS, INC. By Tit e: 2 - 'W ~ ITEMIZATION OF EXPENSES Underwriters' Counsel Clearance Federal Funds PSA, MSRB, DTC Travel and Per Diem Communications, Fed X, Fax, Mail Closing Expenses Computer Miscellaneous Total Underwriters' Expenses $25,000.00 3,395.00 2,172.80 679.00 5,604.80 1,901.20 1,358.00 2,753.00 320.60 $43.184.40 - 3 - '~ ""'" " .. $13,580,000 CITY OF EDGEWATER, FLORIDA Water and Sewer Revenue Bonds Series 1991 BOND PURCHASE CONTRACT On July 15, 1991, A.G. Edwards & Sons, Inc. and William R. Hough & Co. (hereinafter referred to as the "Underwriters") and the City of Edgewater, a Florida municipal corporation (the "City"), enter into this Bond Purchase Contract, (the "Purchase contract") . Upon execution and delivery of this Purchase Con- tract, it shall be binding upon the City and the Underwriters. Any word not conventionally capitalized and not defined herein shall have the meaning indicated in the Official Statement (hereinafter defined) . 1. Purchase and Sale. Upon the terms and conditions and ~pon the basis of the representations, warranties and agreements set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from the City for offering to the public and the City hereby agrees to sell to the Underwriters for such purpose, all (but not less than all) of the city.s $13,580,000 aggregate principal amount of Water and Sewer Revenue Bonds, Series 1991 (the "Bonds"). The Bonds shall be dated August 1, 1991, and shall have the maturities and bear interest at the rates set forth on Schedule A hereto, such interest being payable on April 1, 1992 and semi-annually thereafter on October 1 and April 1 of each year. The purchase price for the Bonds shall be $13,332,147.70, (representing the aggregate principal amount of the Bonds less underwriting discount of $168,935.20 and original issue discount 0f $78,917.10) plus accrued interest, if any, from August 1, 1991 9ursuant to Section 8 hereof (such payment and delivery and the 0~her actions contemplated hereby to take place at the time of such payment and delivery being hereinafter referred to as the "Closing") . The Preliminary Official Statement of the City relating to the Bonds, dated July 8, 1991, including the cover page and Appendices thereto (the "Preliminary Official Statement"), is attached hereto and with such changes and amendments made thereto to conform to the terms of this Purchase Contract and such further changes and amendments as shall be made by the City and approved by the Underwriters is hereinafter referred to as the "Official Statement". Said offer of the Underwriters to purchase the Bonds shall extend until 9:00 P.M. Edgewater, Florida Time on the date hereof unless previously withdrawn or extended in writing by the Underwriters. \- . '" ....., 2. The Bonds. The Bonds shall be as described in, and shall be issued pursuant to the provisions of the Resolutions relating to the Bonds duly adopted by the City on July 15, 1991 (the "Resolution"), Chapter 166, Florida statutes, as amended, and other applicable provisions of law. 3. Authoritv of A.G. Edwards & Sons. Inc. A.G. Edwards & Sons, Inc., has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder by and on behalf of the other Underwriters with respect to all matters related to the sale and delivery of the Bonds. 4. Offerinq. It shall be a condition to the City's obli- gations to sell and to deliver the Bonds to the Underwriters and to the Underwriters' obligations to purchase, to accept delivery of and to pay for the Bonds that the entire $13,580,000 principal amount of the Bonds be issued, sold and delivered by the City and purchased, accepted and paid for by the Underwriters at the Clos- ing. The Underwriters agree to make a bona fide public offering of all of the Bonds, at not in excess of the initial public offer- ing prices or yields as set forth in the Official statement, plus interest accrued thereon from the date of the Bonds. 5. Good Faith Check. Delivered to the City herewith is a corporate check payable to the order of the City of Edgewater, Florida in the amount of $75,000 (such check being hereinafter referred to as the "Good Faith Check"), which shall be held uncashed by the City and returned to the Underwriters at the Closing. No interest shall be paid by the City to the Underwriters upon the amount of the Good Faith Check. In the event the City fails to deliver the Bonds at the closing, or in the event the City is unable to satisfy the conditions to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds, as set forth in this Purchase Contract (unless waived by the Under- Nriters), or in the event such obligations of the Underwriters are terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Good Faith Check shall be immediately returned to the Underwriters. In the event that the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, the city shall cash the Good Faith Check and retain the amount thereof as full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters and, except as set forth in Sections 11 and 13 hereof, nei ther party hereto shall have any further rights against the other hereunder. 6. Use of Documents. The city hereby authorizes the use by the Underwriters of the Resolution, the Official Statement (including any supplements or amendments ther~to), and the infor- mation contained therein, in connection with the public offering and sale of the Bonds. The City ratifies, approves and consents 2 .. ..., '\ to the use by the Underwriters prior to the date hereof of the Preliminary Official statement in connection with the Public Offering of the Bonds. Not later than July 24, 1991, the City shall deliver to the Underwriters a sufficient number of printed copies of the Official statement so as to enable the Underwriters to comply with the provisions of SEC Rule l5c2-l2 (the "SEC Rule") . 7. ReDresentations. Warranties and Aqreements. The City hereby represents, warrants and agrees as follows: (a) The City is duly organized and validly existing as a municipal corporation with the powers and authority set forth in Chapter 166, Florida statutes, as amended, its Charter and any other applicable laws (collectively, the "Act") ; (b) The City has full legal right, power and autho- rity to: (i) enter into this Purchase Contract, (ii) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iv) carry out and consummate the transactions contemplated by this Purchase Contract, the Resolution and the Official statement, and the City has complied in all respects with the terms of the Act and with the obligations on its part in connection with the issuance of the Bonds contained in the Resolution, the Bonds and this Purchase Contract; (c) By all necessary official action, the city has duly adopted the Resolution, has duly authorized and approved the Official statement, has duly authorized and approved the execution and delivery of, and the performance by the city of the obligations on its part in connection with the issuance of the Bonds contained in the Bonds, the Resolution and this Purchase Contract and the consummation by it of all other transactions contemplated by this Purchase Contract in con- nection with the issuance of the Bonds; the Resolution con- stitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms, Subject to applicable bankruptcy, insolvency, and similar laws affect- ing creditors' rights generally and subject, as to enforce- ability, to general principles of equity (regardlesa of whether enforcement is sought in a proceeding in equity or at law); and the Bonds, when issued, authenticated and delivered to the Underwriters in accordance with the Resolution and this Purchase Contract, will constitute legal, valid and binding Obligations of the city, enforceable in accordance with their terms, subj ect to applicable bankruptcy, insol vency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity 3 'w' ..." (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) Except as provided in the Official statement, the City is not in material breach of or material default under any applicable constitutional provision, law, or administra- tive regulation of the state of Florida (the "state") or the United states or any applicable judgment or decree, or any loan agreement, indenture, bond, note, or material resolution, agreement, or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subj ect, and no event has occurred and is contin- uing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of the Bonds, this Purchase Contract and the adoption of the Resolution, and compliance with the provisions on the city's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provisions, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature what- soever upon any of the property or assets of the water and sewer system of the City (the "System") or the Net Revenues or Allowable Impact Fees, under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution (for purposes of this Subsection 7Cd), "material" shall mean anything which should be disclosed in the Official Statement); (e) Except as provided in the Official statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter have been duly obtained which are required for the due authori- zation by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the issuance of the Bonds under this Purchase Contract and the Resolution, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the Offering and sale of the Bonds: (f) The descriptions of the Bonds and the Resolution in the Official Statement conform in all material respects to the Bonds and the Resolution; 4 '-'" ..., (g) The Bonds, when issued, executed and delivered in accordance with the Resolution and sold to the Underwriters as provided herein, will be validly issued and outstanding obligations of the city, entitled to the benefits of the Resolution; and, upon such issuance, execution and delivery, the Resolution will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and first lien on the Net Revenues and the Allowable Impact Fees, to the extent permitted by law and the Reso- lution; (h) Except as provided in the Official statement, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the officials of the City exe- cuting this Purchase Contract, threatened against the City, affecting or seeking to prohibit, restrain or enjoining the sale, issuance or delivery of the Bonds or the collection of the Allowable Impact Fees or Net Revenues of the System pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge of and lien on the Allowable Impact Fees and Net Revenues, or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution or this Purchase Contract, or contesting the exclusion from gross income for federal income tax purposes of interest on the Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City or any authority for the issuance of the Bonds, the adoption of the Resolution, or the execution and delivery by the City of this Purchase Contract; (i) On or prior to the date of the Official statement the City will furnish to the Underwriters a letter from Ernst & Young to the effect that: (i) they are independent certified public accountants engaged by the city, and (ii) they consent to the inclusion of their audit report in the Preliminary Official statement and the Official statement and to the use of their name in the Preliminary Official statement and the Official Statement; (j) The City will furnish such normal information, execute such instruments and take such other action in co- operation wi th the Underwri ters as the Underwri ters may reasonably request in order to (i) qualify the Bonds for ofter and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United states as the Underwriters may designate and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use 5 .~ ....., its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process, jurisdiction or venue or qualify to do business in connection with any such qualification or determination in any jurisdiction; (k) As of the date thereof, the preliminary Official statement (i) was deemed "final" by the city for purposes of paragraph (b) (l) of the SEC Rule and (ii) did not contain any untrue statement of a material fact or omit to state a mate- rial fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (I) At the time of the City's acceptance hereof and (unless an event occurs of the nature described in paragraph (n) of this Section 7) at all times subsequent thereto up to and including the date of the closing, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (m) If the Official statement is supplemented or amended pursuant to subsection en) of this Section 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including ninety days from the "end of the underwriting period" (as such term is defined in the SEC Rule), the Official Statement as so supplemented or amended will not contain any untrue state- ment of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; en) If between the date of this Purchase Contract and the date which is ninety days from the "end of the underwriting period" (as such term is defined in the SEC Rule) any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and, if in the opinion of the City or the Underwriters such event requires the preparation and publication of a suppl_ent or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriters and provide the Underwriters with sufficient copies of .such supplement or 6 '-'" ....." amendment so as to enable the Underwriters to comply with the provisions of the SEC Rule; and ',(0) The City has not, since December 31, 1975, been in default in the paYment of principal of, premium, if any, or interest on, or otherwise been in default with respect to, any bonds, notes or other Obligations which it has issued, assumed or guaranteed as to paYment of principal, premium, if any, or interest. 8. Closina. At 10:00 A.M., Edgewater time, on August 1, 1991, or at such earlier or later time as may be mutually agreed upon by the City and the Underwriters, the City will, subject to the terms and conditions hereof, deliver (i) the Bonds to the Underwriters in definitive form, duly executed and authenticated, and (ii) the other documents hereinafter mentioned to the Underwriters, and, subject to the terms and conditions hereof, the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by Federal Funds check or wire transfer to the order of the City or in other immediately available funds. Delivery and payment as aforesaid shall be made at the offices of Livermore, Klein & Lott, Jacksonville, Florida or such other place as may be mutually agreed upon by the City and the Underwriters. The Bonds shall be printed or lithographed and shall be prepared and delivered as fully registered bonds. 9. Closina Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the perfor- mance by the City of its respective obligations hereunder, both as of the date hereof and as of the date of the Closing. Accord- ingly, the Underwriters' obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and are also subj ect to the following additional conditions: (a) The representations and warranties of the city contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its terma and shall not have been further amended, modified or supple- mented, and the Official Statement shall not have been supple- mented or amended, except in any such case as may have been agreed to by the Underwriters; 7 '-" ..., (c) At the time of the Closing, all necessary official action of the City and the other parties thereto relatinq to this Purchase Contract and the Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any mate- rial respect, except in each case as may have been agreed to by the Underwriters; and (d) At or prior to the closing, the Underwriters shall have received copies of each of the following documents: (1) The Official statement and each supplement or amendment, if any, thereto, executed on behal f of the City by its Mayor and Acting City Manager and Finance Director; (2) A copy of the report of Dyer, Riddle, Mills & Precourt, Inc. included in the Official Statement as Appendix A, manually signed by a member or officer of such firm (the "Consultant's Report"); (3) The Resolution certified by the City Clerk under seal as having been duly adopted by the City Council and as being in effect, with such supplements or amendments as may have been agreed to by the Underwriters; (4) The opinion, dated the date of the Cloainq and addressed to the City, of Livermore, Klein & Lott, P.A., Jacksonville, Florida, Bond Counsel to the city, in substantially the form included in the Official statement as Appendix E, together with a letter of such counsel, dated the date of the Closing and addressed to the Underwriters, to the effect that the foreqoinq opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion was addressed to them; (5) An opinion, dated the date of the cloainq and addressed to the Underwriters, of Livermore, Klein & Lott, P.A., Jacksonville, Florida, Bond Counsel to the City, substantially in the form attached as Exhibit I hereto; (6) An op1n1on, dated the date of the cloainq and addressed to the Underwriters, of Baker & Hostetler, Orlando, Florida, Acting City Attorney, to the effect that (i) this Purchase Contract has been duly authorized, executed, and delivered by the city and constitutes a binding and enforceable agreement of the City in accordance with its terms except to the extent 8 ,..,. ., that the enforceability of the rights and remedies set forth herein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally; (ii) the City has duly authorized, executed, and delivered the Official statement: (iii) the information in the Official statement as to legal matters relating to the City, the Act, the Bonds, the Resolution and permitting of the System is correct in all material respects and does not omit any statement which, in such firm's opinion, should be included or referred to therein, and, in addition, such counsel shall state that, based upon its participation in the preparation of the Official statement as Acting City Attorney and wi thout having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official statement (except to the extent expressly set forth in this subparagraph (iii)), as of the date of the closing nothing has come to its attention causing it to believe that (A) the Official statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the Consultants' Reports and summaries thereof and references thereto, the financial and statistical infor- mation contained in the Official statement and the information therein with respect to the Bond Insurer, as to all of which no view need be expressed), or (8) the Official statement (as supplemented or amended pur- suant to paragraph (n) of Section 7 hereof, if applic- able) as of the date of the closing contains any untrue statement of a material fact or omits to state - a material fact required to be stated therein or necessary to make the statements therein, in the light of the cir- cumstances under which they were made, not misleading (except as aforesaid); (iv) the city, with respect to the System, is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the state or. the United states or any applicable judgment or decree or any loan agreement, indenture, bond, note, material resolution, material agreement or other material instrument to which the City is a party or to which the city or any of its property or assets is otherwi.e subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, except in each case as disclosed in the Official statement; and (v) the execution and delivery of the Bonds, this Purcha.e contract and the adoption of the ReSOlution, and cam- 9 '-" ..."" pliance with the provisions on the City's part con- tained therein, will not conflict with or constitute a breach of or default under any constitutional provi- 'sion, law, administrative regulation, jUdgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City i. a party or to which the City or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatso- ever upon any of the property or assets of the City or under the terms of any such law, regulation or instru- ment, except as expressly provided by the Bonds and the Resolution: (vi) the city has the right and power under the Act to adopt the Resolution and the Resolution has been duly and lawfully adopted by the City, confers a valid first lien upon the Net Revenues and Allowable Impact Fees to the extent set forth therein, is in full force and effect and constitutes the legal, valid and binding obligation of the City, enforceable in accor- dance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other authorization is required: (vii) the Bonds are valid and binding obligations of the City, enforceable in accordance with their terms and the terms of the ReSOlution, subject to applicable bankruptcy, insolv- ency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are entitled to the benefits of the Resolution and the Act: (viii) to the best of its knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equi ty before or by any court, government agency, public board or body, pending or threatened against or affect- ing the City, nor, is there any basis for any such action , suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the Official statement or the validity of the Bonds, the Resolution, or this Purchase Contract, except as described in the Official statement: and (ix) all authorizations, consents, approvals and review. of governmental bodies or regulatory authorities than required for the city's adoption, execution or perfor- mance of the Bonds, the Resolution and this Purchase Contract have been obtained or effected and, to the best of its knowledge, it has no reason to believe that the 10 '-' ...., ci ty will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for performance of any of them by the city; and, in addition, it shall give its opinion to the same effect set forth under the caption "Litigation" in the Official statement. (7) An opinion, dated the date of the Closing and addressed to the Underwriters, of Greenberq, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida, counsel for the Underwriters, to the effect that (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (ii) based upon their participation in the preparation of the Official statement as counsel for the Underwriters and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the date of the Closing nothing has come to the attention of such counsel causing them to believe that (A) the Official statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the Consultant's Report and summaries thereof and refer- ences thereto, the financial and statistical information contained in the Official statement and the information therein with respect to the Bond Insurer as to all of which no view need be expressed), or (B) the Official statement (as supplemented or amended pursuant to paragraph (n) of Section 7 hereof, if applicable) aa of the date of the Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (8) An opinion of general counsel of Municipal Bond Investors Assurance Corporation (the "Insurer"), dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (A) the Bond Insurer is dul.y qualified to do business in the state of Florida, (B) the Bond Insurer has full corporate power and authority to execute and deliver the insurance policy for the Bonds (the "Policy") and the Policy has been duly authorized, executed and delivered~by the Bond Insurer and constitutes a legal, valid and binding obligation 11 .....,. ..." of the Bond Insurer enforceable in accordance with their respective terms, and (C) the information contained in the Official statement under the hearing "Municipal Bond Insurance: is true and correct in all material respects and does not omit any statement which in such counsel's opinion should be stated therein in order to make the statements made therein in light of the circumstances under which they were made, not misleading; (9) A certificate, dated the date of Closing, signed by the Mayor and Acting City Manager and Finance Director of the City and approved and signed by the Acting City Attorney as to (iii) below or other appropriate officials satisfactory to the Underwriters, to the effect that, to the best of their knowledge: (i) the representations of the city herein are true and correct in all material respects as of the date of Closing; (ii) the City has performed all obligations to be performed hereunder as of the date of Closing; (iii) except as disclosed in the Official statement, no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of any of the Bonds, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution or this Purchase Contract, (C) in any way contesting the corporate existence or powers of the City, (D) to restrain or enjoin the collection of revenues pledged or to be pledged to pay the principal of , premi um, if any, and interest on the Bonds, (B) which may result in any material adverse change in the business, properties, assets or the financial condition of the System or (F) asserting that the Official statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circum- stances under which they were made, not misleading (but in lieu of such certificate, the Underwriters may in their sole discretion accept an opinion of Bond Counsel, acceptable to the Underwriters in form and substance, that, in the opinion of Bond Counsel, the issues raised in any such pending or threatened litigation are without substance or that the contentions of any plaintiffS therein are without merit); (iv) since September 30, 1990, no material and adverse change has occurred in the financial position or results of operations of the system except as set forth in or contemplated by the Official statement; (v) the System has not, since september 30, 1990, incurred any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement; and (vii) the Official Statement did not as of its date, and does not as of the date of Closing contain any untrue 12 '-" ""'" statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading: (10) of Closing, hereto: A letter of Ernst & Young, dated the date substantially in the form of Exhibit II (11) A certificate, dated the date of Closing, from Dyer, Riddle, Mills & Precourt, Inc. consenting to the references to them in the Preliminary Official statement and the Official statement and stating that based on their relationship with the City as consulting engineers to the City and their review of the state- ments in the Preliminary Official statement and the Official statement under the headings "THE SYSTEM" "PLANNED CAPITAL IMPROVEMENTS" and "RATES", as of the date of Closing nothing has come to their attention causing them to believe that (A) the statements contained in the Preliminary Official Statement and the Official statement under the headings "THE SYSTEM", "PLANNED CAPITAL IMPROVEMENTS" and "RATES", as of the respective dates of the Preliminary Official Statement and the Official Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) the statements contained in the Offi- cial Statement under the headings "THE SYSTEM", "PLANKED CAPITAL IMPROVEMENTS" and "RATES", (as supplemented or amended pursuant to paragraph (n) of Section 7 hereof, if applicable) as of the date of the Closing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or neces- sary to make the statements therein, in the light of the circumstances under which they were made, not misleading: (12) Evidence that Moody's Investors Service and Standard and Poor's corporation have assigned ratings of "Aaa" and "AAA", respectively, to the Bonds: (13) The policy of the Bond Insurer, insuring payment when due, of all regularly scheduled paYments of principal and interest on the Bonds: and (14) Such additional legal opinions, certifi- cates, instruments and other documents as the Under- 13 .....,. ." wri ters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the closing, of the City's representations and .warranties contained herein and of the statement and information contained in the Official statement and the due performance or satisfaction by the City on or prior to the date of the Closing of all the agreements then to be performed and conditions then to be satisfied by it. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriters. The opinion of Livermore, Klein & Lott, P.A. which is referred to in clause (4) of paragraph (d) of this Section shall be deemed satisfactory provided it is substantially in the form included in the Official statement as Appendix E. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the City shall be under any further obligation hereunder, except that: (i) the Good Faith Check shall immediately be returned to the Underwriters by the city; and (ii) the respective obligations of the City and the Underwriters set forth in Sections 11 and 13 hereof shall continue in full force and effect. 10. Termination. The Underwriters shall have the right-to terminate the Underwriters' obligations under this Purchase Con- tract to purchase, to accept delivery of and to pay for the Bonds by notifying the City of their election to do so if, after the execution hereof and prior to the Closing; (i) legislation shall have been introduced in or enacted by the Congress of the United states or enacted by the State of Florida, or legislation pending in the Congress of the United states shall have been amended, or legislation shall have been recommended to the Congress ot the United States or otherwise endorsed for passage (by press relea.e, other form of notice or otherwise) by the President of the United states, the Treasury Department of the United states, the Internal Revenue Service or the Chairman or ranking minority member ot the committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representativ.., or legislation shall have been proposed for consideration by either such committee, by any member thereof or presented as an option for consideration by either such committee, by the staff of such Committee or by the staff of the Joint committee on Taxation of the Congress of the United states, or legislation shall have been 14 -- iIlW' .",; favorably reported for passage to either House of Congress of the United states by a Committee of such House to which such leqis- lation has been referred for consideration, or a decision shall have been 'rendered by a court of the united states or the state of Florida, including the Tax Court of the united states, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been made or a regulation shall have been proposed or made or a preas release or other form of notice shall have been issued by the Treasury Department of the United states, or the Internal Revenue Service or other Federal or State of Florida authori ty , with respect to Federal or state of Florida taxation upon revenues or other income of the general character to be derived by the City or by any similar body, or upon interest on obligations of the general character of the Bonds, which may have the purpose or effect, directly or indirectly, of affecting the tax status of the City, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by the State of Florida or, in the opinion of the Underwriters, affects materially and adversely the market for the Bonds, or the market price generally of obligations of the general character of the Bonds: or ( ii) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or other national or international calamity shall have occurred or accelerated or escalated to such an extent as, in the opinion of the Underwriters, affects materially and adversely the market for the Bonds, or the market price generally of obligations of the general character of the Bonds: or (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by United States, New York State or State of Florida authorities: or (iv) an event described in paragraph (n) of Sec- tion 7 hereof shall have occurred which in the reasonable opinion of the City or the Underwriters requires the preparation and publication of a supplement or amendment to the Official state- ment: (v) any rating of the City'S bonds shall have been down- graded or wi thdrawn by Moody's Investors service or Standard & Poor's Corporation, and such action, in the opinion of the Underwriters, will materially adversely affect the marketability of the Bonds or the market price thereof, or (vi) the city has, without the prior written consent of the Underwriters, offered or issu~d any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, in either case payable from the revenues of the System or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or other- wise, of the System, in each case other than in the ordinary courae of its business. 11. EXDenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay, any. expense incident to the performance of the city's obligations hereunder including, but 15 -- "-" not limited to: (i) the cost of preparation, printing, delivery and distribution of the Resolution, the preliminary Official statement, the Official statement and any supplements and amend- ments thereto; (ii) the cost of preparation of the Bonds; (iii) the fees and disbursements of Livermore, Klein & Lott, P.A. Bond Counsel, and Baker & Hostetler, Acting City Attorney; (iv) the fees and disbursements of Dyer, Riddle, Mills & Precourt, Inc., and any other feasibility consultants and consulting engineers retained by the city; (v) the fees and disbursements of RaYmond Jame. , Associates, Inc. for their services as financial advisor to the City; (vi) the fees and disbursements of Ernst & Young for their services as independent auditors for the City; (vii) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisors retained by the City; (ix) fees for bond ratings; and (x) fees or premiums for the POlicy. (b) The Underwriters shall pay: (i) the cost of preparation and printing of this Purchase Contract and the Blue Sky and Legal Investment Surveys; (ii) all advertising expenses and Blue Sky filing fees in connection with the public Offering of the Bonds; and (iii) all other expenses incurred by them or any of them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by them. 12. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City of Edgewater, Florida, 104 North Riverside Drive, Edgewater, Florida 32132, Attention: Finance Director and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by deliver- ing the same in writing to A.G. Edwards & Sons, Inc., Southeast Public Finance, 500 W. Westshore Blvd., suite 740, Tampa, FL 33609, Attention: James Gollahon. 13. Parties In Interest. This Purchase Contract is made solely for the benefit of the city and the Underwriters (inClUd- ing the successors or assigns of any Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the city's representations, warranties and aqree- ments contained in this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investiga- tions made by or on behalf of any of the Underwriters and (ii) delivery of and paYment for the Bonds pursuant to this Purchase Contract. 14. Effectiveness. This Purchase Contract shall becoae effective upon the execution by the appropriate City officials ot the acceptance hereof by the City and shall be valid and enforce- able at the time of such acceptance. To the extent of any con- flict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern. 16 '-' w 15. Headinas. The headings of the sections of this Pur- chase Contract are inserted for convenience only and shall not be deemed to be a part hereof. A.G. EDWARDS & SONS, INC. WILLIAM R. HOUGH & co. By: A.G. EDWARDS & SONS, INC. /./ 7 i ' /~<-;; 0 Bv-:::/'/UZ.-z.1...-eu /' / U <:-I-f.. -i.- v :0--.. ,J{anaging Director CITY OF. E..DGEWA1' FLORIDA ~l'( , By: 0 QJ...P L, . \ a1:€:"" UI~ Mayor _J~f~ / City Clerk Approved as to form and legality for the use and reliance of the City of Edgewater only: ~'C4 <!!ity Attorney f~ city of Edgewater 17 ..., "- BXHIBI'l' I [Opinion ot Livermore, Klein' Lott, P.A.] [Closing Date] A.G. Edwards & Sons, Inc. William R. Hough & Co. RE: City of Edgewater, Florida $13,580,000 Water and Sewer Revenue Bonds. Series 1991 Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the City of Edgewater, Florida (the "Issuer") ot its $13,580,000 Water and Sewer Revenue Bonds, Series 1991 (the "Bonds"). At your request, we render this supplemental opinion to you. All terms used herein in capitalized form and not otherwise defined herein, shall have the same meaning as ascribed to those terms pursuant to the Resolution of the Issuer adopted on July 15, 1991 (the "Resolution"). The opinions expressed herein are supplemental to and are subject to all qualifications and limitations contained in our bond counsel opinion rendered to the Issuer as of the date hereof pertaining to the Bonds and printed on the reverse side thereof (the "Bond Counsel opinion"). 1. You are hereby entitled to rely on the Bond Counsel Opinion as though such opinion was addressed to you. 2. W. have reviewed the statements contained in the Offi- cial statement dated July 15, 1991, relating to the Bonds under the sections captioned liThe 1991 Bonds", "SECURITY FOR THE BONDS" and "TAX MA'r1'ERS" and in Appendix D "Extract of the Bond Resolution, II and believe insofar as such statements constitute extracts of the Bond Resolution, that such statements are correct in all material respects and do not omit any statement which, in our opinion, should be included or referred to therein and that the statements contained under the section captioned "TAX MATTERS" are accurate. Other than as set forth above, we express no opinion with respect to the accuracy, completeness, fairne,s or sufficiency of the Official Statement referred to above and the statistical or I-1 ~ .., A.G. Edwards & Sons, Inc. william R. Hough & Co. Page 2 financial data contained therein, or any exhibits or attachments thereto. 3. The 1991 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. This letter is furnished by us solely for your benefit in connection with the provisions of the Bond Purchase Contract and may not be relied upon by any other persons. Sincerely yours, LIVERMORE, KLEIN & LOTT, P. A. I-2 ..,. .., EXHIBIT II [Letter of Ernst , Young] [CLOSING DATE] William R. Hough & Co. 1440 First Union BUilding .~:--_ Jacksonville, Florida 32202 A.G. Edwards & Sons, Inc. 500 North Westshore Boulevard, suite 740 Tampa, Florida 33609 Dear Sirs: We have audited the general purpose financial statements of the City of Edgewater, Florida (the "city") as of September 30, 1990 and for the year then ended. Our report with respect thereto is included in the City'S Water and Sewer Revenue Bonds, Series 1991 Official Statement (the Official Statement). In connection with the Official Statements: 1. We are independent certified public accountants with respect to the City within the meaning of the code and rules of professional conduct of the American Institute of Certified Public Accountants. 2. We acknowledge the use of our report dated December 14, 1990, in the Official Statement of the City of Edgewater, Florida for the sale of $13,580,000 Water and Sewer Revenue Bonds, Series 1991. 3. We have not audited any financial statement of the city as of any date or for any period subsequent to september 30, 1990. The purpose (and therefore the scope) of our audi t for the year ended September 30, 1990 was to enable us to express our opinion on the general purpose financial statements at September 30, 1990 and for the year then ended, but not on the financial statements for any interim period within such year. Therefore, we are unable to express and we do not express an opinion on the financial position, results of operations or change sin financial position as of any date or for any period subsequent to September 30, 1990. II-1 '-' ." 4. For purposes of this letter, we have read the minutes of meetings of the city council as set forth in the minute books through July 19, 1991, officials of the City having advised us that the minutes of all such meetings through the date were set forth therein, and have carried out other procedures to July 24, 1991 as follows (our work did not extend to the period from July 25, 1991 to July 31, 1991 inclusive): With respect to the period from October 1, 1990 to June 30, 1991, we have: , (a) Read the unaudited financial statements of the Water and Sewer Fund as of June 30, 1991 and for the nine months then ended furnished to us by the city, officials of the city having advised us that no such financial statements as of any date or for any period subsequent to June 30, 1991 were available; and (b) made inquiries of certain officials of the City who have responsibility for financial and accounting matters as to whether the unaudited financial statements referred to under 4(a} above are stated on a basis substantially consistent with that of the audited financial statements included in the Official Statement. The foregoing procedures do not constitute an audit conducted in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations as to the sufficiency of the foregoing procedures for your purposes. 5. Nothing came to our attention as a result of the foregoing procedures that caused us to believe that: (a) the unaudited financial statements described in 4(a} above, not included in the Official statement, are not in conformity with generally accepted accounting principles applied on a baais substantially consistent with that of the audited financial statements. (b) (i) at June 30, 1991, there was any increase in long-term debt of the Water and Sewer Fund of the City or any decrease in net current assets or net assets as compared with the amounts shown in the II-2 '-' ...." september 30, 1990 audited balance sheet included in the Official statement, or (ii) for the period from October 1, 1990 to June 30, 1991, there was any decrease, as compared with the corresponding period in the preceding year, in operating revenues or net income, except in all instances for increases or decreases which the Official statement discloses have occurred or may occur. 6. As mentioned under 4 (a) above, city officials have advised us that no financial statements as of any date or for any period subsequent to June 30, 1991 are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after June 30, 1991, have, of necessity, been even more limited than those with respect to the periods referred to in 4 above. We have made inquiries of certain officials of the City who have responsibility for financial and accounting matters as to whether: (i) there was any increase at July 24, 1991 in long-term debt of the Water and Sewer Fund of the City or any decrease in net current assets or net assets as compared with the amounts shown on the June 30, 1991 unaudited balance sheet (not included in the Official statement), or (ii) for the period from July 1, 1991 to July 24, 1991, there was any decrease, as compared with the corresponding period in the preceding year, in operating revenues or in net income. On the bas is of these inquiries and our reading of the minutes as described in 4 above, nothing came to our attention that caused us to believe that there was nay such increase or decrease except in all instances for increases or decreases which the Official statement discloses have occurred or may occur. 7 . This letter is solely for the information of the addressees and to assist the underwriters in conducting and documenting their investigation of the affairs of the City in connection with the offering of the bonds covered by the Official statement, and is not to be used, circulated, quoted or otherwise referred to within or without the underwriting group for any other purpose, inClUding, but not limited to, the registration, purchase, or sale of bonds, nor it is to be filed with or referred to in whole or in part in the Official statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of the bonds covered by the Official Statement. II-3 '-' -.""I Schedule A $13,580,000 city of Edqevater, Florida Water and S.ver Revenue Bonds Series 1991 Interest Maturity Amount Rate Price ~-=--. :=..- October 1, 1994 $ 185,000 5.40 100% October 1, 1995 195,000 5.60 100 October 1, 1996 205,000 5.80 100 October 1, 1997 220,000 5.90 100 October 1, 1998 230,000 6.00 100 October 1, 1999 245,000 6.15 100 October 1, 2000 260,000 6.25 100 October 1, 2001 275,000 6.35 100 October 1, 2002 295,000 6.50 100 October 1, 2003 315,000 6.60 100 October 1, 2004 335,000 6.70 100 October 1, 2005 355,000 6.80 100 October 1, 2006 380,000 6.85 100 $3,495,000 6.75% Term. Bonds Due October 1, 2013 @ 97.742% $6,590,000 7.00% Term. Bonds Due October 1, 2021 @ 100. ()()()% A-1 'w' "wi Redemption provisions Mandatory Redemption. The Bonds maturing on October 1, 2013 are subject to mandatory redemption from amounts on deposit in the Bond Amortization Account of the Sinking Fund, established under the Resolution, by lot, at par plus accrued interest to the date fixed for redemption on October 1 of each of the following years in the following principal amounts: Year Mandatory Sinking Fund Reauirement 2007 2008 2009 2010 2011 2012 2013 $ 405,000 435,000 465,000 495,000 530,000 565,000 600,000* * Final Maturity The bonds maturing on October 1, 2021 are subject to mandatory redemption from amounts on deposit in the Bond Amortization Account of the Sinking Fund, established under the Resolution, by lot, at par plus accrued interest to the date fixed for redemption on October 1 of each of the following years in the following principal amounts: 2014 2015 2016 2017 2018 2019 2020 2021 Mandatory Sinking Fund Reauirement $ 645,000 690,000 735,000 785,000 840,000 900,000 965,000 1,030,000* Year * Final Maturity A-2 ~ '-.I Optional Redemption. The Bonds maturing in the years 1994 to 2001, both inclusive, shall not be redeemable prior to their stated dates of maturity. The Bonds maturing in the years 2002 to 2021, both inclusive, shall be redeemable prior to their stated dates of maturity, at the option of the City, from any funds available for such purpose on the date notice of such redemption is mailed to the registered owners of the Bonds (i) in part, in such order of maturities as the City may direct and by lot within maturities on October 1, 2001 or on any interest paYment date thereaf~r, and (ii) as a whole at any time on or after October 1, 200~at the price of par plus accrued interest to the date of redemption, plus the following redemption premium, expressed as percentages of the principal amount of the Bonds to be redeemed, if redeemed during ~~- the fallowing periods: Redemption Period (both dates inclusive) October 1, 2001 through September 30, 2002 October 1, 2002 through September 30, 2003 October 1, 2003 and thereafter 07' l.,.l\..UI\......~1GI A-3 RedemDtion Premium 2% 1% None .., 'V 20 EXHIBIT B UNDERWRITER'S DISCLOSURE STATEMENT 'PURSUANT TO SECTION 218.385, FLORIDA STATUTES July 15, 1991 City Council of the City of Edgewater, Florida Re: $13,580,000 City of Edgewater, Florida Water and Sewer Revenue Bonds. Series 1991 Ladies and Gentlemen: Pursuant to Chapter 218.385, Florida statutes, and in refer- ence to the issuance of the above-captioned bonds (the "Bonds"), A.G. Edwards & Sons, Inc. and William R. Hough & Co. (the "Underwriters"), pursuant to the Bond Purchase Contract ("Purchase Contract") dated July 15, 1991, among the Underwriters and the City of Edgewater, Florida (the "City") hereby make the following disclosures to the City: (a) The Underwriter is acting as underwriter for the City for the public offering and sale of the Bonds. The total fee to be paid to the Underwriters pursuant to the Purchase Contract is equal to $168,935.20, or approximately $12.44/$1,000 of the total face amount of the Bonds. (b) The expenses estimated to be incurred by the Under- writers in connection with the issuance of the Bonds are equal to approximately $3.18/$1,000, as set forth on the itemized list attached hereto. (c) The names, addresses and estimated amounts of compen- sation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with ei ther the City or the Underwriters, or both, for any paid or promised compensation or valuable consideration directly, ex- pressly or impliedly, to act solely as an intermediary between the City and the Underwriters for the purpose of influencing any transaction in the purchase of the Bonds are: None (d) The amount of underwriting spread expected to be re- alized is approximately $9.26/$1,000 (eXClusive of expenses) for the Bonds of which $1.50/$1,000 is equal to the management fee. "-" "'. " (e) Any other fee, bonus or other compensation estimated to be paid by the Underwriters in connection with the Bonds to any person not regularly employed or retained by the Underwriters is as follows: None (f) The names and addresses of the Underwriters are: A.G. Edwards & Sons, Inc. Southeast Public Finance 500 N. Westshore Boulevard Suite 740 Tampa, Florida 33609 William R. Hough & Co. 1440 First Union Bldg. Jacksonville, Florida 32202 Very truly yours, A.G. EDWARDS & SONS, INC. WILLIAM R. HOUGH & CO. BY: A.G. EDWARDS & SONS, INC. :VI /~~?it ,-. / - 2 - 0," " 'w' '. , . ITEMIZATION OP EXPENSES Underwriters' Counsel Clearance Federal Funds PSA, MSRB, DTC Travel and Per Diem Communications, Fed X, Fax, Mail Closing Expenses Computer Miscellaneous Total Underwriters' Expenses $25,000.00 3,395.00 2,172.80 679.00 5,604.80 1,901.20 1,358.00 2,753.00 320.60 $43.184.40 - 3 - ~- , ,/ .y . / " ,." " I :w. $3."85.000 Serial Boll. Price Price Principal Intezest or Principal IDtereat or :rw: Amou.n~ Baa lkld ~ AmoUD:t BaR Thkl 1994 $185.000 5.40% 100% 2001 $275.000 $6.35% l000~ 1995 195.000 5.60 100 2002 295.000 6.50 100 1996 205.000 5.80 100 2003 315.000 6.60 100 1997 220.000 5.90 100 2004 335.000 6.70 100 1998 230.000 6.00 100 2005 355.000 6.80 100 1999 245.000 6.15 100 2006 380.000 6.85 100 2000 260.000 6.25 100 ErR'T13IT "A.-1" INITIAL OFFERING PRICES $13.lS8O.ooo WA.TER AND SEWER REVENUE BONDS. SERIES 1991. dated August 1. 1991: fully registered bonds in denOminations of $5.000 or any integral multiple thereof. bearing interest (from their date or from the most recent interest payment date to which interest has been paid. and payable April 1. 1992 and Semi-annually thereafter on October 1 and April 1 of each year). payable at matUI1ty or earller redemption on October 1 in the years and amounts. as follows: $3.495.000 6.75% Term Bond Due October 1. 2013 Pr1ce 97.742% $6.590.000 7.00% Term Eond Due October 1. 2021 Pnce 100% .... .... IJCl.A:)7/16/91-2894A-EXH_A A-3