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RESOLUTION NO. 91-R-11 d...
A RESOLUTION AMENDING AND RESTATING RESOLUTION
NO. 90-R-35, ADOPTED ON JUNE 7, 1990, ENTITLED:
"A RESOLUTION AUTHORIZING THE ACQUISITION AND
CONSTRUCTION OF EXTENSIONS AND IMPROVEMENTS TO
THE WATER AND SEWER SYSTEM OF THE CITY OF
EDGEWATER, FLORIDA AND THE REFINANCING OF CERTAIN
OUTSTANDING DEBT OF THE CITY; PROVIDING FOR THE
ISSUANCE OF NOT EXCEEDING $15,000,000 WATER AND
SEWER REVENUE BONDS, SERIES 1990 AND NOT
EXCEEDING $4,700,000 WATER AND SEWER REVENUE BOND
ANTICIPATION NOTES, SERIES 1990, TO FINANCE THE COST
OF SUCH PROJECT AND REFINANCING; PROVIDING FOR THE
PAYMENT THEREOF; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF THE BONDS AND NOTES; MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; REPEALING PRIOR AUTHORITY TO ISSUE
BONDS; DESIGNATING THE NOTES AS A QUALIFIED TAX-
EXEMPT OBLIGATION; PROVIDING FOR NEGOTIATED SALE
OF THE NOTES TO SUN BANK, NATIONAL ASSOCIATION
UPON TERMS SPECIFIED HEREIN; AND PROVIDING AN
EFFECTIVE DATE;" SO AS TO ADD TERMS REQUIRED BY THE
BOND INSURANCE COMPANY; PROVIDING AN EFFECTIVE
DATE.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA (the "Issuer"), that Resolution No. 90-R-35, adopted on June 7, 1990, is
hereby amended and restated to read as follows:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This
resolution is adopted pursuant to the provisions of Chapter 166. Part II. Florida
Statutes. Chapter 180. Florida Statutes. Section 215.431. Florida Statutes. and other
applicable provisions of law (hereinafter collectively referred to as the "Act".
SECTION 2. DEFINITIONS. All terms defmed herein shall have
the following meanings unless the text otherwise expressly requires. Words importing
singular number shall include the plural number in each case and vice versa. and
words importing persons shall include firms and corporations:
"1991 Bonds" shall mean the Water and Sewer Revenue Bonds. Series
1991. herein authorized to be issued.
"Accreted Value" shall mean. as of any date of computation with respect
to any Capital Appreciation Bond. an amount equal to the principal amount of such
Capital Appreciation Bond (the principal amount at its initial offering) plus the interest
accrued on such Capital Appreciation Bond from the date of delivery to the original
purchasers thereof to the Interest Payment Date next preceding the date of
computation or the date of computation if an Interest Payment Date. such interest to
accrue at a rate not exceeding the legal rate. compounded semi-annually. plus. with
respect to .matters related to the payment upon redemption or acceleration of the
Capital Appreciation Bonds. if such date of computation shall not be an Interest
Payment Date. a portion of the difference between the Accreted Value as of the
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immediately preceding Interest Payment Date and the Accreted Value as of the
immediately succeeding Interest Payment Date. calculated based on the assumption
that Accreted Value accrues during any semi-annual period in equal daily amounts on
the basis of a 360 day year.
"Act" means the laws described in Section 1 hereof.
"Additional Parity Bonds" shall mean additional bonds issued by the
Issuer in compliance with the terms. conditions and limitations contained herein
which have an equal lien on the Pledged Funds with the 1991 Bonds.
"Allowable Impact Fees" shall mean. in any period and for each series of
Bonds. an amount of Impact Fees not in excess of the Impact Fee Percentage times the
aggregate Bond Service Requirements for such series of Bonds. less the amount of
Allowable Impact Fees actually used in all prior periods to pay Bond Service
Requirements on such series of Bonds and actually deposited into the Reserve
Account and previously applied to reduce the Allowable Impact Fees for such series of
Bonds: provided. that the Allowable Impact Fees in any period for each series of Bonds
shall not exceed the Bond Service Requirements for such series maturing or redeemed
in such period and in all prior periods.
"Amortization Installment". with respect to any Term Bonds of a series.
shall mean an amount or amounts so designated which is or are established for the
Term Bonds of such series.
"Authorized Investments" shall mean any of the following if and to the
extent the same are at the time legal for investment of municipal funds:
(1) Direct obligations of. or obligations the principal of and
interest on which are unconditionally guaranteed by. the United States of America.
including obligations issued or held in book entry form on the books of the
Department of the Treasury of the United States:
(2) Bonds. debentures. notes or other evidences of
indebtedness issued. or the principal of and interest on which are unconditionally
guaranteed. by any of the following federal agencies and provided such obligations are
backed by the full faith and credit of the United States of America:
1. U.S. Export-Import Bank: Direct obligations or fully
guaranteed certificates of beneficial ownership
2. Farmers Home AdminiStration (FHA): Certificates of
beneficial ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration: Participation
certificates
6. Government National Mortgage Association "GNMA"):
GNMA - guaranteed mortgage-backed bonds: GNMA - guaranteed pass-through
obligations
7.
U.S. Maritime AdminiStration: Guaranteed Title XI
financing
8.
U.S. Department of Housing and Urban Development
Project Notes
(HUD) :
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Local Authority Bonds
New Community Debentures - U.S. government
guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds;
(3) Bonds. debentures. notes or other evidence of indebtedness
issued or guaranteed by any of the following non-full faith and credit U.S. government
agencies (stripped securities are only pennitted if they have been stripped by the
agency itself:
1. Federal Home Loan Bank System; Senior debt
obligation
2. Federal Home Loan Mortgage Corporation (FHLMC or
"Freddie Mac"): Participation Certificates; Senior debt obligations
3. Federal national Mortgage Association (FNHA or
"Fannie Mae"): Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association (SLMA or "Sallie
Mae"): Senior debt obligations
5. Resolution Funding Corp. (REFCORP) obligations;
(4) Money market funds registered under the Federal
Investment Company Act of 1940. whose shares are registered under the Federal
Securities Act of 1933. and having a rating by S&P of AAAm-G; AAAm: or AAm;
(5) Bank time deposits evidenced by certificates of deposit.
issued by any commercial bank, savings and loan association. or mutual savings bank
insured by the Federal Deposit Insurance Corporation. or the Federal Savings and
Loan Insurance Corporation or fully and continuously secured by obligations
described in paragraphs (1) or (2) of this definition, and provided the collateral is held
by a third party and the Registered Owners of the Bonds have a perfected first security
interest in the collateral;
(6) Investment agreement. including GIC's acceptable to the
Insurer;
(7) Commercial paper rated. at the time of purchase. "Prime -
I" by Moody's or "A-I" or better by S&P;
(8) Bonds or notes issued by any state of municipality which
are rated by Moody's or S&P in one of the two highest rating categories assigned by
such agencies;
(9) Federal Funds or bankers acceptances with a maximum
term of one year of any bank which has an unsecured and unguaranteed obligation
rating of "Prime -1" or "A3" or better by Moody's and "A-I" or "A" or better by S&P.
(10) Repurchase agreements which provide for the transfer of
securities from a dealer bank or securities firm (seller /borrower) to the Issuer
(buyer/lender). and the transfer of cash from the Issuer to the dealer bank or
securities fl.rm with an agreement that the dealer bank or securities firm will repay the
cash plus a yield to the Issuer in exchange for the securities at a specified date.
Repurchase agreements must satisfy the following criteria or be approved by the
Issuer:
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(a) The agreement must be between the Issuer and a
dealer bank or securities firm described below:
(i) Primary dealers on the Federal Reserve
Reporting dealer list which are rated A or better by Standard & Poor's Corporation and
Moody's Investor Services, or
(ii) Banks rated "A" or above by Standard & Poor's
Corporation and Moody's Investor Services.
(b) The written contract must include the following:
(1) Securities which are acceptance for transfer
are:
(1) Direct U.S. governments, or
(2) Federal agencies backed by the full
faith and credit of the U.S. government (and FNMA & FMAC)
(ii) The term of the agreement may be up to 30
days
(iii) The collateral must be delivered to the Issuer
before or simultaneously with payment (perfection by possession of certificated
securities).
(1v) The securities must be valued weekly.
marketed-to marketed at current market price plus accrued interest. The value of
collateral must be equal to 104% of the amount of cash transferred by the Issuer to
the dealer bank or security firm under the agreement plus accrued interest. If the
value of securities held as collateral drops below 104% of the value of the cash
transferred by municipality, then additional cash and/or acceptable securities must
be transferred. If. however, the securities used as collateral are FNMA or FMAC. then
the value of the collateral must equal 105%.
(c) A legal opinion must be delivered to the Issuer to the
effect that the repurchase agreement meets guidelines under state law for legal
investment of public funds.
(10) Investments under the "Investment of Local Government
Surplus Funds Act", being Part IV, Chapter 218, Florida Statutes (1989).
"Bond Service Requirement" as of any date of calculation and with
respect to any period, as applied to the Bonds of any series, shall mean the sum of:
(1) The amount required to pay the interest becoming due on
the Bonds of such series during such period except to the extent that such interest
shall have been provided by payments into the Sinking Fund out of Bond or Note
proceeds;
(2) The amount required to pay the principal of Serial Bonds of
such series maturing in such period; and
(3) The Amortization Installment for the Term Bonds of such
series for such period. In computing the Bond Service Requirement for any period for
Bonds of any series, the Issuer shall assume that a principal amount of Term Bonds
and the Accreted Value of the Capital Appreciation Term Bonds for such period will be
retired by purchase or redemption in such period and that on that stated maturity
date, only the remaining Amortization Installment applicable to Term Bonds and
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Capital Appreciation Term Bonds in such year shall be deemed to mature in such
year. The Bond Service Requirement for any Bond Year shall be adjusted to reflect
any amounts on deposit in the Sinking Fund in excess of current requirements
(including deficiencies in prior requirements) and available for the payment of the
Bond Service Requirement in such Bond Year.
"Bond Year" shall mean the annual period ending on a principal
maturity date.
"Bonds" shall mean the 1991 Bonds and all Additional Parity Bonds
hereafter issued by the Issuer.
"Capital Appreciation Bonds" shall mean Bonds the interest on which
is payable only at maturity or redemption. as determined by subsequent resolution.
"Capital Appreciation Term Bonds" shall mean Capital Appreciation
Bonds of a series all of which shall be stated to mature on one date. which shall be
subject to retirement by operation of the Bond Amortization Account. and the interest
on which is payable only at maturity or redemption.
"Consulting Engineers" shall mean Dyer. Riddle. Mills and Precourt.
Inc.. Orlando. Florida. or such other qualified and recognized consulting engineers.
having a favorable repute for skill and experience as consulting engineers with respect
to facilities similar to the System. at the time retained by the Issuer to perform the
acts and cany out the duties as herein provided for such Consulting Engineers. The
functions of the Consulting Engineers hereunder may be divided between or among
consulting engineers.
"Cost of Operation and Maintenance" of the System shall mean the
current expenses. paid or accrued. of operation. maintenance and repair of the
System. calculated in accordance with generally accepted accounting principles. but
shall not include any (1) reserves or renewals and replacements. (ii) extraordinary
repairs. (ill) any allowance for depreciation or amortization. (iv) reimbursement to the
City's general or other funds for the cost of services provided for the benefit of the
System. (v) interest on any debt payable from Net Revenues. or (vi) expenses actually
funded from sources other than Gross Revenues.
"Federal Securities" shall mean: :
(1) U.S. Treasury Certificates. Notes and Bonds (including
State and Local Government Series -- "SLGS").
(2) Direct obligations of the Treasury which have been stripped
by the Treasury itself. CATS. nGRS and similar securities.
(3) Resolution Funding Corp. (REFCORP: Only the interest
component of REFCORP strips which have been stripped by request to the Federal
Reserve Bank of New York in book entry form are acceptable.
(4) Pre-refunded municipal bonds rated "Aaa" by Moody's or
"AM" by S&P. If however. the issue is only rated by S&P (I.e.. there is no Moody's
rating). then the pre-refunded bonds must have been pre-refunded with cash. direct
U.S. or U.S. guaranteed obligations. or AM rated pre-refunded municipals to satisfy
this condition.
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(5) Obligations issued by the following agencies which are
backed by the full faith and credit of the U.S.:
A U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of
beneficial ownership.
B. Farmers Home Administration (FHA)
Certificates of beneficial ownership
C. Federal Financing Bank
D. Federal Housing Administration Debentures (FHA)
E. General Services Administration
Participation certificates
F. U.S. Maritime Administration
Guaranteed Title XI financing
G. U.S. Department of Housing and Urban Development
Proj ect Notes
Local Authority Bonds
New Communities Debentures - U.S. government
guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds
(HUD )
"Gross Revenues" shall mean all income or earnings derived by the
Issuer from the operation of the System. determined in accordance with generally
accepted accounting principles, excluding (i) Impact Fees, (ii) interest earnings on the
Construction Fund and the Improvement Fund and (iii) transfers from the Revenue
Fund into the Rate Stabilization Fund, and including (y) transfers from the Rate
Stabilization Fund to the Revenue Fund and (z) investment earnings on all funds and
accounts established hereunder except the Construction Fund and the Improvement
Fund.
"Gulf Breeze Loan" shall mean the Issuer's Loan from the City of Gulf
Breeze, Florida Local Government Loan Program Floating Rate Demand Revenue
Bonds, Series 1985B, in the original amount of $650,000 dated September 1, 1988.
"Impact Fee Percentage" shall mean. for each series of Bonds that
percentage obtained by dividing the New User Facilities Portion for such series of
Bonds by the original principal amount of such series of Bonds.
"Impact Fees" shall mean the charges levied upon and collected from
new users of the System by the Issuer to the extent that such fees are legally available
solely for the construction and acquisition of New User Facilities or the financing
thereof and administrative fees.
"Improvement Fund" shall mean the Water and Sewer Fund created by
the Issuer for deposit of Impact Fees.
"Interest Payment Date" shall mean, as to the Capital Appreciation
Bonds. the semi-annual dates fixed by subsequent resolution, on which accreted
interest is computed to compound, and, as to the other Bonds, on which interest is
payable.
"Insurer' shall mean Municipal Bond Investors Assurance Corporation.
its successors and assigns.
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"Issuer" shall mean the City of Edgewater. Florida.
"Maturity Amount" means the amount payable upon the stated
maturity of a Capital Appreciation Bond equal to the principal amount thereof plus all
accrued interest thereon from the date of issue to the date of maturity.
"Maximum Bond Service Requirement" for all Bonds or any series of
Bonds shall mean. as of any particular date of calculation and with respect to any
period. the Bond Service Requirement as contemplated for the then current or any
future period in which such sum is the greatest.
"Net Revenues" of the System shall mean the Gross Revenues after
deduction of the Cost of Operation and Maintenance.
"New User Facilities" shall mean improvements. extensions and
additions to the System. together with all lands or interests therein. including plants.
buildings. machinery. franchises. pipes. mains. fixtures. equipment and all property.
real or personal. tangible or intangible. heretofore or hereafter constructed or acquired
in order to meet the increased demand upon the System. whether actual or
anticipated. created by new users connecting to the System.
"New User Facilities Portion" shall mean. for each series of Bonds. that
portion of such Bonds issued hereunder. the proceeds of which are used to finance or
to hereafter refmance New User Facilities.
"Notes" shall mean the Water and Sewer Revenue Bond Anticipation
Notes. Series 1990. herein authorized.
"Outstandingt' or "outstandingt'. when referring to Bonds or Notes. shall
mean Bonds or Notes issued hereunder except (1) those which have been paid. or for
which provision for paYment has been made (under Section 18 for Bonds or Section
32A(I) for Notes). and (ii) those in exchange for which new Bonds or Notes have been
issued under Section 9. 10 or 11 hereof. as to Bonds. or Sections 27 or 28. as to
Notes.
"Owners" shall mean the owners of the Bonds as shown on the
registration books of the Registrar. and the holders or registered owners. as
appropriate. of the Notes.
"Paying Agent" shall mean the Clerk of the Issuer or such other paying
agent as is appointed by the Issuer from time to time to serve as paying agent
hereunder.
"Pledged Funds" shall mean the Net Revenues. the Allowable Impact
Fees. the income on investment of funds held in the Construction Fund under this
Resolution. and. until applied as herein provided. the proceeds of the Notes and the
Bonds.
"Prior Lien Bonds" shall mean the Issuer's outstanding Waterworks and
Sewer System Refunding and Improvement Revenue Bonds. dated February 1. 1964.
and the Gulf Breeze Loan.
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"Prior Notes" shall mean the Issuer's Water and Sewer Revenue Bond
Anticipation Notes, Series 1989, dated July 28. 1989 and maturing on July 26. 1990.
"Polley" shall mean the municipal bond insurance policy issued by the
Insurer. insuring timely payment of the principal of and interest on the 1991 Bonds.
"Project" shall mean the acquisition and construction of extensions and
improvements to the System consisting of a new western water treatment plant.
expansion of water supply we1lfield. water transmission mains. expansion of capacity
of and upgrading of treatment by existing wastewater treatment plant. new wastewater
collection system and fire protection water distribution improvements in Florida
Shores area, wastewater reuse distribution system. and minor improvements. more
particularly described in the plans and speciflcations on file or to be on file with the
Issuer, as may be revised or supplemented from time to time: including. without
limitation. the acquisition of private utility systems in the Issuer's Chapter 180 reserve
area and in accordance with the Issuer's Southern Reserve Planning Area Water and
Wastewater Master Plan.
"Rate Consultant" shall mean an engineer or other consultant having
recognized expertise in public utility finance, including projections of utility revenues
and development of utility rate studies.
"Registrar" shall mean the Clerk of the Issuer or such other registrar as
shall be appointed from time to time by resolution of the Issuer.
"Reserve Requirement" shall mean the Maximum Bond Service
Requirement coming due in any future Bond Year.
"Resolution" shall mean this resolution of the Issuer. as hereafter
amended and supplemented from time to time in accordance with the provisions
hereof.
"Serial Bonds" shall mean the Bonds of a series which shall be stated to
mature in annual installments.
"System" shall mean the Issuer's presently existing water and sewer
system, together with all additions. extensions and improvements thereto heretofore or
hereafter constructed or acquired.
''Tax Code" shall mean Section 103 and Part N of Subchapter B of
Chapter I of the Internal Revenue Code of 1986, as amended. or any successor law.
and any valid and applicable rules and regulations promulgated thereunder.
"Term Bonds" shall mean the Bonds of a series all of which shall be
stated to mature on one date and which shall be subject to retirement by operation of
the Bond Amortization Account.
SECTION 3.
and declared that:
FINDINGS. It is hereby ascertained. determined
A The Issuer now owns, operates and maintains the System
and derives Gross Revenues and Impact Fees from fees. rates. rentals and other
charges made and collected for the products. services and facilities of the System.
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B. The Net Revenues are not now pledged or encumbered in
any manner. except for the payment of the Prior Lien Bonds and the Prior Notes now
outstanding. The Impact Fees are not presently pledged or encumbered in any
manner; except that such Impact Fees are legally available solely for the construction
and acquisition of New User Facilities or the fmancing thereof.
C. It is necessary and desirable to acquire and construct the
Project in order to preserve and protect the public health. safety. and welfare of the
inhabitants of the Issuer. and to provide for the retirement of the Prior Lien Bonds and
the Prior Notes.
D. It is estimated that the aggregate amount of permanent
fmancing needed to provide funds to acquire and construct the Project and to provide
for the retirement of the Prior Lien Bonds and the Prior Notes is an amount not
exceeding $39.000.000. to be provided from the issuance of 1990 Bonds in an amount
not exceeding $15.000.000 and from State of Florida. Department of Environmental
Regulation revolving loans or other sources.
E. The principal of and interest on the 1990 Bonds and all
required sinking fund. reserve and other payments shall be payable solely from the
Pledged Funds as provided herein. The Issuer shall never be required to levy ad
valorem taxes on any property therein to pay the principal of and interest on the 1990
Bonds or to make any of the required sinking fund. reserve or other payments and
such Bonds shall not constitute a lien upon any property of. or in. the Issuer. The
1990 Bonds shall not constitute a general indebtedness of the Issuer within the
meaning of any constitutional or statutory provision.
F. The Issuer has previously issued the Prior Notes to provide
money for a portion of the cost of the acquisition and construction of the Project. The
timing of construction of various portions of the Project. the sources of finanCing
available. and the nature of the revenue sources to be utilized to secure the entire
financing needs of the Issuer have resulted in a financing plan in which the Issuer
intends to (i) issue the Notes. in anticipation of a later sale of 1990 Bonds. in an
amount sufficient to to provide for retirement of the Prior Lien Bonds. and to retire a
portion of the Prior Notes (ii) utilize unspent proceeds of the Prior Notes to retire a
portion of the Prior Notes and (ill) subsequently issue the 1990 Bonds in one or more
installments to retire the Notes and to fund a portion of the costs of the Project.
G. A portion of the Project includes a new water treatment plant and
new wellfield. and new water transmission lines. the total cost of construction of which
is estimated to be $8.693.300. of which the Issuer's Consulting Engineers have
estimated that 55%. or $4.781.315 is estimated to provide capacity for new users
connecting to the water facilities portion of the System. and is. therefore. used to
provide New User Facilities as defined herein. Therefore. the New User Facilities
Portion of the proceeds of the Bonds shall be $4.781.315 divided by the total use of
proceeds of the 1991 Bonds. excluding financing costs and reserves. which is
$10.158.167. and the resulting Impact Fee Percentage is 47.1 %. The Allowable Impact
Fees which may be applied to the annual Bond Service Requirement in any year for
the 1991 Bonds shall be the Impact Fee Percentage of 47.1 % multiplied by the
aggregate Bond Service Requirements for the 1991 Bonds. less the amount of
Allowable Impact Fees actually used in all prior periods to pay Bond Service
Requirements for the 1991 Bonds.
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SECTION 4. AUTHORIZATION OF PROJECT AND
REFUNDING. A There is hereby authorized the acquisition. installation.
construction and outfitting of the Project pursuant to the report of the Consulting
Engineers. presently on file or to be filed with the Issuer. The cost of the Project in
addition to the items set forth in the plans and specifications. may include. but need
not be limited to. the acquisition of any lands. rights-of-ways or interest therein or any
other properties deemed necessary or convenient therefor; engineering. legal and
fll1ancing expenses. expenses for estimates of costs and of revenues; expenses for
plans. specifications and surveys; the fees of fiscal agents. financial advisors or
consultants: operating costs incurred during construction; administrative expenses
relating solely to the construction and acquisition of the Project; the capitalization of
interest on those 1991 Bonds attributable to the cost of the Project for a reasonable
period after the issuance of the 1991 Bonds: the creation and establishment of
reasonable reserves for debt service: the discount on the sale of the 1991 Bonds. if
applicable: repayment of interim advances and indebtedness: premiums for bond
insurance or other credit enhancement fees: and such other costs and expenses as
may be necessary or incidental to the financing herein authorized and the
construction and acquisition of the Project and the placing of same in operation.
B. There is hereby authorized the refunding of the Prior Lien Bonds
and the Prior Notes. as provided herein.
SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be issued hereunder by
those who shall own the same from time to time. this Resolution shall be deemed to be
and shall constitute a contract between the Issuer and such Owners. The covenants
and agreements herein and therein set forth to be performed by the Issuer shall be for
the equal benefit. protection and security of the legal Owners of any and all of the
Bonds all of which shall be of equal rank and without preference. priOrity or
distinction of any of the Bonds over any other thereof. except as expressly provided
therein and herein.
SECTION 6. AUTHORIZATION OF 1991 BONDS. Subject and
pursuant to the provisions hereof. bonds of the Issuer to be known as 'Water and
Sewer Revenue Bonds. Series 1990". herein sometimes referred to as "1991 Bonds".
are authorized to be issued in the aggregate principal amount of not exceeding Fifteen
Million Dollars ($15,000.000).
SECTION 7. DESCRIPTION OF 1991 BONDS. The 1991 Bonds
shall be in such denominations. and shall be dated, shall bear interest. payable on
such dates. at such rate or rates not exceeding the maximum rate flxed by the Act or
other applicable law, and shall mature on such date and in such years and amounts
all as shall be determined by resolution of the Issuer adopted prior to the delivery
thereof.
The 1991 Bonds shall be issued in fully registered form, without
coupons: shall be payable with respect to both principal and interest upon
presentation and surrender thereof on the date fixed for maturity or redemption
thereof at the office of the Bond Registrar in lawful money of the United States of
America: and shall bear interest from such date. but not earlier than the date of the
1991 Bonds. payable at such times. all as is fixed by subsequent resolution of the
Issuer.
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Interest on the 1991 Bonds which is payable prior to maturity or
redemption shall be paid by check or draft mailed to the Owners. at their addresses
as they appear on the Bond Register. at the close of business on the 15th day of the
month (whether or not a business day) next preceding the Interest Payment Date for
the 1991 Bonds (the "Record Date"). irrespective of any transfer of the 1991 Bonds
subsequent to such Record Date and prior to such Interest Payment Date. unless the
Issuer shall be in default in the payment of interest due on such Interest Payment
Date. In the event of any such default. such defaulted interest shall be payable to the
Owners at the close of business on a special record date for the payment of defaulted
interest as established by notice mailed to the Owners in whose names such 1991
Bonds are registered at the close of business on the fifth (5th) day preceding the date
of mailing.
If the date for payment of the principal of. premium. if any. or interest on
the 1991 Bonds shall be a Saturday. Sunday. legal holiday or a day on which the
banking institutions in the city where the principal office of the Paying Agent is located
are authorized by law or executive order to close. then the date for such payment shall
be the next succeeding day which is not a Saturday. Sunday or legal holiday or a day
on which such banking institutions are authorized to close. and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
The 1991 Bonds (except Capital Appreciation Bonds) may be issued or
exchanged for 1991 Bonds in coupon form. payable to bearer. in such form and with
such attributes as the Issuer may provide by supplemental resolutions. upon receipt
of an opinion from a nationally recognized bond counsel that such issuance or
exchange will not cause interest on the 1991 Bonds to be includable in gross income
of the Owner for federal income tax purposes.
SECTION 8. EXECUTION OF BONDS. The Bonds shall be
executed in the name of the Issuer by the Mayor and attested and countersigned by
the City Clerk of the Issuer. and the corporate seal of the Issuer or a facsimile thereof
shall be affixed thereto or reproduced thereon. The facsimile signatures of such
officers shall be imprinted or reproduced on the Bonds. The Certificate of
Authentication of the Bond Registrar. hereinafter described. shall appear on the
Bonds. and no Bonds shall be valid or obligatory for any purpose or be entitled to any
security or benefit under this Resolution unless such certificate shall have been duly
executed on such Bond. The authorized signature for the Bond Registrar shall at all
times be a manual signature. In case any officer whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such Bonds. such signature
or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he
had remained in office until such delivery. Any Bond may be signed and sealed on
behalf of the Issuer by such person who at the actual time of the execution of such
Bonds shall hold the proper office with the Issuer. although at the date of delivery of
such Bonds such person may not have held such office or may not have been so
authorized.
If any series of the Bonds are validated. the validation certificate on
Bonds shall be executed with the manual or facsimile signature of the Mayor. The
Issuer may adopt and use for such purposes the facsimile signature of any person who
shall have held such office at any time on or after the date of adoption of this
Resolution. notwithstanding that he may have ceased to be such officer at the time the
Bonds are actually delivered.
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..."
SECTION 9.
NEGOTIABILITY AND REGISTRATION.
A NEGOTIABILI1Y. The Bonds shall be and shall have all of
the qualities and incidents of negotiable instruments under the Uniform Commercial
Code-Investment Securities of the State of Florida. and each successive Owner. in
accepting any of the Bonds shall be conclusively deemed to have agreed that such
Bonds shall be and have all of the qualities and incidents of negotiable instruments
under the Uniform Commercial Code-Investment Securities of the State of Florida.
B. REGISTRATION AND TRANSFER There shall be a
Registrar for the Bonds which shall be the City Clerk or a bank or trust company
located within or without the State of Florida. The Registrar shall maintain the
registration books of the Issuer (the "Bond Register") and be responsible for the
transfer and exchange of the Bonds. The Issuer shall. prior to the proposed date of
delivery of any Bonds. by resolution designate the Registrar and Paying Agent. The
Registrar shall maintain the Bond Register for the registration of the transfer and
exchange of the Bonds in compliance with an agreement to be executed between the
Issuer and such Registrar.
The Bonds may be transferred upon the Bond Register. upon delivery to
the Registrar. accompanied by a written instrument or instruments of transfer or
authorization for exchange. in form and with guaranty of signature satisfactory to the
Issuer and the Registrar duly executed by the Owner or by his duly authorized
attorney. together with written instructions as to the details for the transfer of such
Bonds. along with the social security or federal employer identification number of such
transferee and. if such transferee is a trust. the name and social security or federal
employer identification numbers of the settlor and beneficiaries of the trust. the date of
the trust and the name of the trustee. No transfer of any Bond shall be effective
against the Issuer. Registrar or Paying Agent until entered on the Bond Register
maintained by the Registrar.
In all cases of the transfer of the Bonds. the Registrar shall enter the
transfer of ownership on the Bond Register and shall authenticate and deliver in the
name of the transferee or transferees a new fully registered Bond or Bonds of
authorized denominations of the same maturity and interest rate for the aggregate
principal amount which the Owner is entitled to receive at the earliest practicable time
in accordance with the provisions of this Resolution. Any Bond or Bonds shall be
exchangeable for a Bond or Bonds of the same maturity and interest rate. in any
authorized denomination. but in a prinCipal amount equal to the unpaid principal
amount of the Bond or Bonds presented for exchange. Bonds to be exchanged shall be
surrendered at the principal office of the Registrar. and the Registrar shall deliver in
exchange therefor the Bond or Bonds which the Owner making the exchange shall be
entitled to receive. The Issuer or the Registrar may charge the Owner of such Bond for
every such transfer or exchange. an amount sufficient to reimburse them for any tax.
fee. or other governmental charge required to be paid with respect to such transfer or
exchange. and may require that such charge be paid before any such new Bond shall
be delivered.
If the Issuer at any time or from time to time determines that a Book
Entry Registration System shall be used for any series of Bonds. the Issuer is
authorized. to enter into an agreement in the form attached hereto as Exhibit B (the
"Book Entry Agreement") with the Registrar and Paying Agent and with the Depository
nust Company ("DTC"). or any successor thereto. or other securities depository. and
LKL-07/12/9Q-2894-AmendRes
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...."
JI
make such other provisions and perform such further acts as are necessary or
appropriate to provide for the distribution of such series of Bonds in book-entry form.
The Issuer shall issue such series of Bonds directly to beneficial Owners
of such series of Bonds other than DTC. or its nominee. in the event that:
(a) DTC determines not to continue to act as securities depository for
such series of Bonds: or
(b) The Issuer has advised DTC of its detennination that DTC is
incapable of discharging its duties: or
(c) The Issuer determines that it is in the best interest of the Issuer
not to continue the book-entry system or that the interests of the beneficial Owners of
such series of Bonds might be adversely affected if the book-entry system is continued.
Upon occurrence of the events described in (a) or (b) above the Issuer
shall attempt to locate another qualified securities depository.
In the event the Issuer make the determination noted in (b) or (c) above
(the Issuer undertakes no obligation to make any investigation to determine the
occurrence of any events that would permit the Issuer to make any such
determination) or if the Issuer fails to locate another qualified securities depository to
replace DTC upon occurrence of the events described in (a) or (b) above. the Issuer
shall mail a notice to DTC for distribution to the beneficial Owners of such series of
Bonds stating that DTC will no longer serve as securities depository. whether a new
securities depository will or can be appointed. the procedures for obtaining the Bonds
of such series and the provisions of the Resolution which govern such series of Bonds
including. but not limited to. provisions regarding authorized denominations. transfer
and exchange. principal and interest payment and other related matters.
The Issuer reserves the right to initially issue any series of Bonds directly
to the beneficial Owners of such series of Bonds if the Issuer detennines that use of
the book-entry system would cause the interest on such series of Bonds to be included
in gross income pursuant to Section 103 of the Internal Revenue Code of 1986. as
amended.
SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated. or be destroyed. stolen or lost. the
Issuer shall issue and deliver a new Bond of like tenor as the Bond so mutilated.
destroyed. stolen or lost. 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. and upon the Owner furnishing the Issuer proof of
his ownership thereof and satisfactory indemnity and complying with such other
reasonable regulations and conditions as the Issuer may prescribe and paying such
expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the
Registrar. If any such Bonds shall have matured or be about to mature. instead of
issuing a substitute Bond. the Issuer may pay the same. upon being indemnified as
aforeSaid. and if such Bond be lost. stolen or destroyed. without surrender thereof.
Any such duplicate Bonds issued pursuant to this section shall
constitute original. additional contractual obligations whether or not the lost. stolen or
destroyed Bonds be at any time found by anyone. and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rights as to lien on and source and
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security for payment from the funds. as hereinafter pledged. to the extent as all other
Bonds issued hereunder.
SECTION 11.
PROVISIONS FOR REDEMPTION.
A The Bonds of each series shall be subject to mandatory
redemption by operation of the Bond Amortization Account. or at the option of the
Issuer. or upon such other terms. as provided by subsequent resolution of the Issuer
adopted at or prior to the sale of the such series of Bonds.
B. Bonds in denominations greater than a rmrumum
authorized denomination (or a minimum authorized Maturity Amount in the case of
Capital Appreciation Bonds) shall be deemed to be an equivalent number of Bonds in
the denomination of a minimum authorized denomination or Maturity Amount. If a
Bond is of a denomination or Maturity Amount larger than a minimum authorized
denomination or Maturity Amount. a portion of such Bond may be redeemed. in the
amount of such minimum authorized denomination or Maturity Amount or integral
multiples thereof.
C. Notice of such redemption. identifYing the Bonds or
portions thereof called for redemption (i) shall be filed with the Paying Agent and
Registrar: and (ii) shall be mailed by the Paying Agent. first-class mail. postage
prepaid. to all Owners of the Bonds to be redeemed not more than forty-five (45) days
and not less than thirty (30) days prior to the date fixed for redemption at their
addresses as they appear on the Bond Register and. if any Bonds are not fully
registered. by publication at least once not more than forty-five (45) days nor less than
thirty (30) days prior to the redemption date in a financial newspaper or journal of
general circulation in the City of New York. New York. Failure to give such notice by
mailing to any Owner of Bonds. or any defect therein. shall not affect the validity of
any proceeding for the redemption of other Bonds.
D. Notice having been mailed and filed in the manner and
under the conditions hereinabove provided. the Bonds or portions of Bonds so called
for redemption shall. on the redemption date designated in such notice. become and
be due and payable at the redemption price provided for redemption of such Bonds or
portions of Bonds on such date. On the date so designated for redemption, notice
having been mailed and filed and moneys for payment of the redemption price being
held in separate accounts in trust for the Owners of the Bonds or portions thereof to
be redeemed. all as provided in this Resolution. interest on the Bonds or portions of
Bonds so called for redemption shall cease to accrue. such Bonds and portions of
Bonds shall cease to be entitled to any lien. benefit or security under this Resolution.
and the Owners of such Bonds or portions of Bonds. shall have no rights in respect
thereof. except the right to receive payment of the redemption price thereof.
E. Upon surrender of any Bond for redemption in part only.
the Issuer shall issue and deliver to the Owner thereof. the costs of which shall be paid
by the Owner. a new Bond or Bonds of authorized denominations or Maturity
Amounts in aggregate principal amount equal to the unredeemed portion surrendered.
F. In addition to the foregOing notice requirements. the Issuer
shall give notice and make redemptions in accordance with Securities and Exchange
Commission Release No. 34-3856. if then in effect. or any other release. regulation.
procedure. ruling. decision or statute modifYing or superseding that release then in
effect: provided that if notice complying with Subsections C and D of this Section is
LKL-Q7/12/9Q-2894-AmendRes
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.....,
given. neither the failure to comply with this Subsection F nor any defect in the giving
of any notice pursuant to this Subsection F shall affect or invalidate the proceedings
for such redemption.
SECTION 12. FORM OF BONDS. The Bonds. the Capital
Appreciation Bonds. the Certificate of Authentication. and the Assignment shall be in
substantially the following form. with such omissions. insertions and variations as
may be necessary and desirable and which are herein authorized or permitted or
which are subsequently authorized or permitted prior to the issuance of the Bonds.
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....",
No. R-_
(FORM OF BOND
OlliER 1HAN CAPITAL APPRECIATION BOND)
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER
WATER AND SEWER REVENUE BOND, SERIES _
Rate of
Interest
Maturity Date
Date of Issue
Cusip
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS. that the City of Edgewater.
Florida (hereinafter called "Issuer"). for value received. hereby promises to pay. solely
from the Pledged Funds hereinafter mentioned. to the Registered Owner identified
above. or registered assigns. on the Maturity Date specified above. the Principal
Amount shown above. and to pay interest on said sum from the Date of Issue of this
Bond or from the most recent interest payment date to which interest has been paid.
at the Rate of Interest per annum set forth above until payment of such Principal
Amount. such interest being payable 1. and semiannually
thereafter on 1 and 1. of each year. The principal of
and premium. if any. and interest payable on this Bond at maturity or redemption are
payable upon presentation and surrender hereof on the date fIxed for maturity or
redemption at the principal corporate trust office of
(the "Paying Agent" and "Registrar") in
. Florida. or at the office designated for such payment of any
successor thereof. The interest on this Bond. when due and payable. other than at
maturity or redemption. shall be paid by check or draft mailed to the person in whose
name this Bond is registered. at his address as it appears on the Bond Register. at the
close of business on the fifteenth day of the month (whether or not a business day)
next preceding the interest payment date (the "Record Date") or. in the case of
payment after default. a special record date. as provided in the Resolution hereinafter
mentioned. All amounts due hereunder shall be payable in any coin or currency of the
United States which is at the time of payment legal tender for the payment of public or
private debts.
This Bond is one of an authorized issue of Bonds in the aggregate
principal amount of $ . of like tenor and effect. except as to [insert as
appropriate] (date. number. series. interest rate. redemption provisions. and Maturity
Date), issued to [refund (describe Bonds or Notes refunded] [fInance part of the cost of
the acquisition and construction of extensions and improvements to the water and
sewer system (the "System") of the Issuer (the "Project")]. pursuant to the authority of
LKL-Q7/09/9Q-2894-AmendRes
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'-'
.....,
and in full compliance with the Constitution and laws of the State of Florida. including
particularly Chapter 166. Part II. and Chapter 180. Florida Statutes. and other
applicable provisions of law. and a resolution duly adopted by the Issuer on
. _' as [amended and] supplemented (hereinafter collectively called
the "Resolution"). and is subject to all the terms and conditions of such Resolution. the
provisions of which are incorporated herein by reference.
This Bond and the issue of Bonds of which it is a part are special
obligations of the Issuer payable solely from and secured by (1) the net revenues
derived from the operation of the System (the "Net Revenues"). (2) certain allowable
impact fees related to the System ("Allowable Impact Fees"). (3) the income on
investment of funds held in the Construction Fund under the Resolution. and (4) until
applied as provided in the Resolution. the proceeds of the Bonds. and the Issuer's
Water and Sewer Revenue Bond Anticipation Notes. Series 1990. all in the manner
provided in the Resolution (such sources hereinafter collectively called the "Pledged
Funds ").
The Bonds shall not constitute a general indebtedness or a pledge of the
faith or credit of the Issuer within the meaning of any constitutional or statutory
provision. and the Issuer shall never be required to levy ad valorem taxes on any
property to pay the principal of or interest on the Bonds or to make any of the required
payments under the Resolution. or be required or compelled to pay the same from any
funds of the Issuer except the Pledged Funds. in the manner provided in the
Resolution. The acceptance of the Bonds by the Registered Owners from time to time
thereof shall be deemed an agreement between the Issuer and each of such Registered
Owners that the Bonds and the obligations evidenced thereby shall not constitute a
lien upon any property of or in the Issuer. but shall constitute a lien only upon the
Pledged Funds in the manner provided in the Resolution.
It is hereby certified and recited that all acts. conditions and things
required to happen. exist and be performed. precedent to and in the issuance of this
Bond. have happened. exist, and have been performed in due time. form and manner
as required by the Constitution and laws of the State of Florida applicable thereto. and
that the issuance of the Bonds of this issue does not violate any constitutional or
statutory limitations or provisions.
(INSERT REDEMPTION PROVISIONS)
Bonds in denominations greater than $5.000 Principal Amount shall be
deemed to be an equivalent number of Bonds of the denomination of $5.000 Principal
Amount. In the event a Bond is of a Principal Amount larger than $5.000. a portion of
such Bond may be redeemed. but Bonds shall be redeemed only in the Principal
Amount of $5.000 or any integral multiple thereof. Notice of redemption identifying
the Bonds or portions thereof to be redeemed will be given by the Registrar by mailing
a copy of the redemption notice by first-class mail (postage prepaid) not more than
forty-five (45) days and not less then thirty (30) days prior to the date flxed for
redemption to the Registered Owner of each Bond to be redeemed in whole or in part
at the address shown on the Bond Register. and otherwise as provided in the
Resolution. Failure to give such notice by mailing to any Registered Owner of Bonds.
or any defect therein. shall not affect the validity of any proceeding for the redemption
of other Bonds. All Bonds so called for redemption will cease to bear interest after the
specified redemption date provided funds for their redemption are on deposit at the
place of payment at that time. Upon surrender of any Bond for redemption in part
only. the Issuer shall issue and deliver to the Registered Owner thereof. the costs of
LKL-07/09/90-2894-AmendRes
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.......
.",.,
which shall be paid by the Registered Owner. a new Bond or Bonds of authorized
denominations in aggregate principal amount equal to the unredeemed portion
surrendered.
If the date for payment of the principal of. premium. if any. or interest on
this bond shall be a Saturday. Sunday. legal holiday or a day on which banking
institutions in the city where the principal corporate trust office of the Paying Agent is
located are authorized by law or executive order to close. then the date for such
payment shall be the next succeeding day which is not a Saturday. Sunday. legal
holiday or a day on which such banking institutions are authorized to close. and
payment on such date shall have the same force and effect as if made on the nominal
date of payment.
(To be inserted where appropriate on face of bond: "Reference is hereby
made to the further provisions of this Bond set forth on the reverse side hereof. and
such further provisions shall for all purposes have the same effect as if set forth on
this side. ")
Subject to the provisions of the Resolution regarding registration. this
Bond is and has all the qualities and incidents of a negotiable instrument under the
Uniform Commercial Code-Investment Securities of the State of Florida.
Subject to the limitations and upon payment of the charges provided in
the Resolution. Bonds may be exchanged for a like aggregate Principal Amount
(Maturity Amount of Capital Appreciation Bonds) of Bonds of the same maturity in
other authorized denominations and are transferable by the Registered Owner in
person or by his attorney duly authorized in writing at the above-mentioned office of
the Registrar.
The Issuer shall deem and treat the Registered Owner hereof as the
absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of
receiving payment of or on account of principal hereof and interest due hereon and for
all other purposes. and the Issuer shall not be affected by any notice to the contrary.
In and by the Resolution. the Issuer has covenanted and agreed with the
Registered Owners of the Bonds that it will fix. establish and maintain such rates and
collect such fees. rentals and other charges for the services and facilities of the System
and revise the same from time to time whenever necessary. as will always provide
Gross Revenues in each Fiscal Year sufficient to pay (1) 100% of all Costs of Operation
and Maintenance of the System in such year and 100% of the payments required to
be made into the Reserve Account and Renewal and Replacement Fund in such year.
plus (2) together with all other funds pledged to secure junior lien debt. 100% of all
Bond Service Requirements becoming due in such year on all outstanding obligations
payable from the Net Revenues of the System which are junior and subordinate as to
lien and pledge of such Net Revenues to the Bonds. plus (3) 100% of the Bond Service
Requirement becoming due in such year on the Bonds. plus (4) together with the
Allowable Impact Fees. 115% of the Bond Service Requirement becoming due in such
year on the Bonds. The Issuer has entered into certain other covenants and
agreements respecting the Bonds. as to which reference is made to the Resolution.
This Bond shall not be valid or become obligatory for any purpose or be
entitled tQ any security or benefit under the Resolution until the certificate of
authentication hereon shall have been executed by the Registrar.
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'-'"
"'"
IN WITNESS WHEREOF, the City of Edgewater. Florida. has issued this
Bond and has caused the same to be executed by the manual or facsimile signature of
its Mayor and attested and countersigned by the manual or facsimile signature of its
City Clerk. and its official seal or a facsimile thereof to be affIXed. impressed.
imprinted. lithographed or reproduced hereon. all as of
CITY OF EDGEWATER.
FLORIDA
Mayor
(SEAL)
Attested and Countersigned:
City Clerk
(IF VALIDATED, FORM OF VALIDATION STATEMENT]
VALIDATION STATEMENT
This Bond is one of an issue of Bonds which were validated by judgment
of the Circuit Court for Volusia County, Florida. rendered on
Mayor,
City of Edgewater. Florida
LKL-Q7/09/9Q-2894-AmendRes
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..,.
......
CERTIFICATE OF AUTHENTICATION OF REGISTRAR
This Bond is one of the Issue of the within described Bonds. The Rate of
Interest. Maturity Date. Registered Owner and Principal Amount shown above are
correct in all respects and have been recorded. along with the applicable federal
taxpayer identification number and the address of the Registered Owner. in the Bond
Register maintained at the principal offices of the undersigned.
Registrar
Authorized Signature
Date of Authentication
LKL-D7 /09 /90-2894-AmendRes
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...."
ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED, the undersigned
(the 'Transferor"), hereby sells, assigns. and transfers unto
(Please insert name and Social Security or Federal Employer Identification number of
assignee) the within Bond and all rights thereunder. and hereby irrevocably
constitutes and appoints
(the
'Transferee") as attorney to register the transfer of the within Bond on the books kept
for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee. unless the
signature(s) to this assignment
corresponds with the name as it
appears upon the face of the within
Bond in every particular. without
alteration or enlargement or any change
whatever and the Social Security or
Federal Employer Identification Number
of the Transferee is supplied.
LKL-07/09/90-2894-AmendRes
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'-'
v
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:
1EN COM
as tenants in
common
as tenants by the
as joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust.)
1EN ENT
Custodian for
JT 1EN
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
LKL-07 109 19Q-2894-AmendRes
-22-
...
..",.;
(FORM OF CAPITAL APPRECIATION BONDS)
NO.CA
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER
WATER AND SEWER REVENUE BOND, SERIES
Annual Yield
(Approximate)
Original
Principal
Amount
Maturity
Date
Date of
Issue
Cusi P
Registered Owner:
Maturity Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater.
Florida (hereinafter called "Issuer"). for value received. hereby promises to pay. solely
from the Pledged Funds hereinafter mentioned. to the Registered Owner identified
above. or registered assigns. on the Maturity Date specified above. the Maturity
Amount shown above. The Original Principal Amount identified above will accrete
from the Date of Issue at the approximate Annual Yield identified above (subject to the
rounding of the Accreted Values). compounded on and semiannually
thereafter on 1 and 1 of each year. The
Accreted Value will be paid on the Maturity Date (or upon earlier redemption) but only
upon presentation and surrender of this Bond. provided that on the Maturity Date or
upon earlier redemption hereof. the Accreted Values (per $5.000 Maturity Amount) as
set forth in the Table of Accreted Values shall determine the total amount due (per
$5.000 Maturity Amount) to the Maturity Date or date of redemption. Accreted Value
for any date not set forth in the Table of Accreted Values shall be accrued from the
immediately preceding Accreted Value in the Table in equal daily amounts on the basis
of a 360 day year. Both principal of. premium. if any. and interest on this Bond are
payable in any coin or currency of the United States which at the time of payment is
legal tender for the payment of public or private debts. The Accreted Value of this
Bond shall be payable upon presentation and surrender hereof on the Maturity Date
or the date fixed for redemption at the principal corporate trust office of
(the "Paying Agent" and "Registrar") in . Florida. or at
the office designated for such payment of any successor thereof.
This Bond is one of a duly authorized issue in the aggregate principal
amount of $ . of like tenor and effect. except as to [insert as appropriate]
(number. date. series. redemption provisions. interest rate. and Maturity Date). issued
to [refund (describe Bonds or Notes refunded] [finance part of the cost of the
acquisition. construction. extensions and improvements to the water and sewer
system (the "System") of the Issuer (the "Project")]. pursuant to the authority of and in
full compliance with the Constitution and laws of the State of Florida. including
particularly Chapter 166. Part II. and Chapter 180. Florida Statutes. and other
applicable provisions of law. and a resolution duly adopted by the Issuer on
LKL-07/09/90-2894-AmendRes
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~
, , as [amended and] supplemented (hereinafter collectively
called the "Resolution"), and is subject to all the terms and conditions of such
Resolution, the provisions of which are incorporated herein by reference.
This Bond and the issue of Bonds of which it is a part are special
obligations of the Issuer payable solely from and secured by (1) the net revenues
derived from the operation of the System (the "Net Revenues"), (2) certain allowable
impact fees related to the System ("Allowable Impact Fees"), (3) the income on
investment of funds held in the Construction Fund under the Resolution. and (4) until
applied as provided in the Resolution, the proceeds of the Bonds, and the Issuer's
Water and Sewer Revenue Bond Anticipation Notes, Series 1990), all in the manner
provided in the Resolution (such sources hereinafter collectively called the "Pledged
Funds").
The Bonds shall not constitute a general indebtedness or a pledge of the
faith or credit of the Issuer within the meaning of any constitutional or statutory
provision, and the Issuer shall never be required to levy ad valorem taxes on any
property to pay the principal of or interest on the Bonds or to make any of the required
payments under the Resolution. or be required or compelled to pay the same from any
funds of the Issuer except the Pledged Funds, in the manner provided in the
Resolution. The acceptance of the Bonds by the Registered Owners from time to time
thereof shall be deemed an agreement between the Issuer and each of such Registered
Owners that the Bonds and the obligations evidenced thereby shall not constitute a
lien upon any property of or in the Issuer, but shall constitute a lien only upon the
Pledged Funds in the manner provided in the Resolution.
It is hereby certified and recited that all acts, conditions and things
required to exist. to happen and to be performed precedent to and in the issuance of
this Bond exist, have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of Florida applicable
thereto, and that the issuance of the Bonds of this issue does not violate any
constitutional or statutory limitations or provisions.
(INSERT REDEMPTION PROVISIONS)
Bonds in Maturity Amounts greater than $5.000 shall be deemed to be
an equivalent number of Bonds of the Maturity Amount of $5,000. In the event a
Bond is of a Maturity Amount larger than $5,000, a portion of such Bond may be
redeemed, but Bonds shall be redeemed only in the Maturity Amount of $5.000 or any
integral multiple thereof. Notice of redemption identifying the Bonds or portions
thereof to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first-class mail (postage prepaid) not more than forty-five (45)
days and not less then thirty (30) days prior to the date fixed for redemption to the
Registered Owner of each Bond to be redeemed in whole or in part at the address
shown on the Bond Register, and otherwise as provided in the Resolution. Failure to
give such notice by mailing to any Registered Owner of Bonds, or any defect therein,
shall not affect the validity of any proceeding for the redemption of other Bonds. All
Bonds so called for redemption will cease to bear interest after the specified
redemption date provided funds for their redemption are on deposit at the place of
payment at that time. Upon surrender of any Bond for redemption in part only. the
Issuer shall issue and deliver to the Registered Owner thereof, the costs of which shall
be paid by the Registered Owner, a new Bond or Bonds of authorized denominations in
aggregate principal amount equal to the unredeemed portion surrendered.
LKL-Q7/09/90-2894-AmendRes
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"w'
..."".
If the date for payment of the principal of. premium. if any. or interest on
this bond shall be a Saturday. Sunday. legal holiday or a day on which banking
institutions in the city where the principal corporate trust office of the Paying Agent is
located are authorized by law or executive order to close. then the date for such
payment shall be the next succeeding day which is not a Saturday. Sunday. legal
holiday or a day on which such banking institutions are authorized to close. and
payment on such date shall have the same force and effect as if made on the nominal
date of payment.
(To be inserted where appropriate on face of bond: "Reference is hereby
made to the further provisions of this Bond set forth on the reverse side hereof. and
such further provisions shall for all purposes have the same effect as if set forth on
this side.)"
Subject to the provisions of the Resolution regarding registration. this
Bond is and has all the qualities and incidents of a negotiable instrument under the
Uniform Commercial Code - Investment Securities of the State of Florida.
In and by the Resolution. the Issuer has covenanted and agreed with the
Registered Owners of the Bonds that it will fix. establish and maintain such rates and
collect such fees. rentals and other charges for the services and facilities of the System
and revise the same from time to time whenever necessary. as will always provide
Gross Revenues in each Fiscal Year sufficient to pay (1) 100% of all Costs of Operation
and Maintenance of the System in such year and 100% of the payments required to
be made into the Reserve Account and Renewal and Replacement Fund in such year.
plus (2) together with all other funds pledged to secure junior lien debt. 100% of all
Bond Service Requirements becoming due in such year on all outstanding obligations
payable from the Net Revenues of the System which are junior and subordinate as to
lien and pledge of such Net Revenues to the Bonds. plus (3) 100% of the Bond Service
Requirement becoming due in such year on the Bonds. plus (4) together with the
Allowable Impact Fees. 115% of the Bond Service Requirement becoming due in such
year on the Bonds. The Issuer has entered into certain other covenants and
agreements respecting the Bonds. as to which reference is made to the Resolution.
Subject to the limitations and upon payment of the charges provided in
the Resolution. Bonds may be exchanged for a like aggregate Principal Amount
(Maturity Amount for Capital Appreciation Bonds) of Bonds of the same maturity in
other authorized denominations and are transferable by the Registered Owner in
person or by his attorney duly authorized in writing. at the above-mentioned office of
the Registrar.
The Issuer shall deem and treat the Registered Owner hereof as the
absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of
receiving payment of or on account of principal hereof and interest due hereon and for
all other purposes. and the Issuer shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purposes or be
entitled to any security or benefit under the Resolution until the certificate of
authentication hereon shall have been duly executed by the Registrar.
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IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this
Bond and has caused the same to be executed by the manual or facsimile signature of
its Mayor and attested and countersigned by the manual or facsimile signature of its
City Clerk, and its official seal or a facsimile thereof to be affixed, impressed,
imprinted, lithographed or reproduced hereon, as all of
CITY OF EDGEWATER,
FLORIDA
Mayor
(SEAL)
Attested and Countersigned:
City Clerk
[IF VALIDATED, FORM OF VALIDATION STATEMENT)
VALIDATION STATEMENT
This Bond is one of an issue of Bonds which were validated by judgment
of the Circuit Court for Volusia County, Florida, rendered on
Mayor,
City of Edgewater,
Florida
LKL-07 109 190-2894-AmendRes
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..
CERTIFICATE OF AUTHENTICATION OF REGISTRAR
This Bond is one of the Issue of the within described Bonds. The Annual
Yield Interest. Maturity Date. Registered Owner. Maturity Amount and Original
Principal Amount shown above are correct in all respects and have been recorded.
along with the applicable federal taxpayer identification number and the address of the
Registered Owner. in the Bond Register maintained at the principal offices of the
undersigned.
Registrar
Authorized Signature
Date of Authentication
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ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED, the undersigned
(the "Transferor"). hereby sells. assigns. and transfers unto
(Please insert name and Social Security or Federal Employer Identification number of
assignee) the within Bond and all rights thereunder. and hereby irrevocably
constitutes and appoints
(the
'Transferee") as attomey to register the transfer of the within Bond on the books kept
for registration thereof. with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee. unless the
signature(s) to this assignment
corresponds with the name as it
appears upon the face of the within
Bond in every particular. without
alteration or enlargement or any change
whatever and the Social Security or
Federal Employer Identification Number
of the Transferee is supplied.
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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
as tenants by the
as Joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust.)
TEN ENT
Custodian for
JT TEN
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
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SECTION 13. APPLICATION OF PROCEEDS OF 1991
BONDS. All moneys received from the sale of the 1991 Bonds shall be applied by the
Issuer as follows:
A Upon issuance of the first installment of the 1991 Bonds. an
amount sufficient. together with any other available moneys to be applied for such
purpose. to payor provide for payment of the principal of and interest on the Notes in
accordance with Section 32A( 1) hereof shall be applied as provided in such Section.
B. All accrued interest on the 1991 Bonds being issued to the date of
delivery plus. at the option of the Issuer. an additional amount sufficient to pay all or
a portion of the interest to accrue on any or all of the 1991 Bonds attributable to the
Project through the estimated date of completion of the Project (as determined by the
Consulting Engineer) and for not more than one year thereafter. shall be deposited in
the Sinking Fund and shall be used only for the purpose of paying interest becoming
due on the 1991 Bonds.
C. (1) The balance of the monies shall be paid into a separate
trust fund to be designated Water and Sewer Revenue Bonds. Series 1991
Construction Fund" (herein called "Construction Fund"). hereby created and
established. shall be withdrawn. used and applied by the Issuer solely to the payment
of the costs of the Project and purposes incidental thereto. as herein described and set
forth.
(2) Any funds on deposit in the Construction Fund may be
invested and reinvested in Authorized Investments maturing at such times as the
moneys in this Fund will be needed for their intended purposes. and all income
derived therefrom shall be deposited in the Construction Fund until the Project has
been completed. at which time said income together with any balance remaining in the
Construction Fund shall be deposited in the Sinking Fund or the Renewal and
Replacement Fund. and the Construction Fund shall be closed.
(3) All expenditures or disbursements from the Construction
Fund. except costs of issuing the Bonds or Notes. shall be made only after such
expenditures or disbursements shall have been approved in writing by the Consulting
Engineer. The date of completion and acceptance of each portion of the Project shall
be determined by the Consulting Engineer. who shall certify such fact in writing to the
Issuer. All such proceeds shall be and constitute trust funds for such purposes. and
there is hereby created a lien upon such moneys until so applied in favor of the
Owners of 1990 Bonds.
(4) Whenever necessary to prevent a default in the payment of
the principal of or Amortization Installments of or interest on the Bonds or the Notes.
but only after other available moneys in all other funds and accounts under this
Resolution have been so applied. the Issuer shall transfer from the Construction Fund
to the Sinking Fund an amount sufficient to prevent such default.
SECTION 14. SECURITY FOR BONDS. The payment of the
principal of and interest on the Bonds shall be secured forthwith equally and ratably
by a pledge of and an irrevocable lien on the Pledged Funds. The Issuer does hereby
irrevocably pledge such funds to the payment of the principal of and interest on the
Bonds issued pursuant to this Resolution. and to the payment therefrom into the
Sinking Fund at the times provided of the sums required to secure the payment of the
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principal of and interest on the Bonds at the respective maturities of the Bonds. The
Bonds and interest thereon shall not be or constitute a general indebtedness of the
Issuer within the meaning of any constitutional or statutory limitation or provision.
bu t shall be payable solely from and secured by a lien upon and pledge of the Pledged
Funds. No Owner of any of the Bonds shall ever have the right to require or compel
the exercise of the ad valorem taxing power of the Issuer for payment of the principal
of and interest on the Bonds or the making of any sinking fund. reserve. or other
payments provided for in this Resolution. The Bonds and the obligation evidenced
thereby shall not constitute a lien upon the System. or any part thereof. or on any
property of or in the Issuer. but shall constitute a lien only on the Pledged Funds. in
the manner provided herein.
SECTION 15. COVENANTS OF THE ISSUER. For as long as any
of the principal of and interest on any of the Bonds or Notes shall be outstanding and
unpaid. or until payment has been provided for as herein permitted. the Issuer
covenants with the Owners of any and all Bonds as follows and. subject to the terms of
Section 32B hereof. with the Owners of any and all Notes as follows:
A. Revenue Fund. The entire Gross Revenues derived from
the operation of the System shall upon receipt thereof be deposited in the "City of
Edgewater Utility System Revenue Fund" (hereinafter called the "Revenue Fund"),
hereby created and established. The Revenue Fund shall constitute a trust fund for
the purposes herein provided. and shall be kept separate and distinct from all other
funds of the Issuer and used only for the purposes and in the manner herein provided.
B. Sinking Fund and Rate Stabilization Fund. There are
hereby created and established separate funds to be designated "City of Edgewater
Water and Sewer Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund")
and the City of Edgewater Utility Rate Stabilization Fund" (hereinafter called "Rate
Stabilization Fund"). There are also hereby created and established in the Sinking
Fund four accounts to be known as the "Interest Account". "Principal Account".
"Reserve Account" and "Bond Amortization Account".
C. Disposition of Revenues. All Gross Revenues at any time
remaining on deposit in the Revenue Fund shall be applied and allocated on a monthly
basis. commencing in the month immediately following the delivery of the Bonds only
in the following manner and in the following order of priority:
(1) Gross Revenues shall frrst be used to deposit in the
"City of Edgewater Utility System Operation and Maintenance Fund" (the "Operation
and Maintenance Fund") which fund is hereby created and established. such sums as
are necessary for payment of the Cost of Operation and Maintenance for the next
ensuing month.
(2) Gross Revenues shall next be used to deposit into
the Interest Account. such sums as will. in equal monthly installments. collectively be
sufficient to pay all interest not capitalized becoming due on the Bonds on the next
interest payment date.
(3) Gross Revenues shall next be used for deposit into
the Principal Account. in any Bond Year in which a Serial Bond matures. such sums
as will. in equal monthly installments, be sufficient to pay the principal (Maturity
Amount for Capital Appreciation Bonds) maturing on Serial Bonds in such Bond Year.
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(4) (a) On a parity with required deposits under
paragraph (3) above. Gross Revenues shall next be used for deposit into the Bond
Amortization Account. in any Bond Year in which an Amortization Installment is due.
such sums as will. in equal monthly installments. be sufficient to pay the Amortization
Installment required to be made in such Bond Year. Such payments shall be credited
to a separate account for each series of Term Bonds outstanding. and if there shall be
more than one stated maturity for Term Bonds of a series. then into a separate special
account in the Bond Amortization Account for each such separate maturity of Term
Bonds. The funds and investments in each such separate account shall be applied to
the payment of principal of the Term Bonds of the series or maturity for which it is
established. as provided in Section 15D herein.
(b) Upon the sale of any series of Term Bonds. the
Issuer. shall by resolution. establish the amounts and maturities of such Amortization
Installments for each series. and if there shall be more than one maturity of Term
Bonds within a series. the Amortization Installments for the Term Bonds of each
maturity.
(c) Moneys on deposit in each of the separate
accounts in the Bond Amortization Account shall be used for the open market
purchase or the redemption of Term Bonds of the series or maturity of Term Bonds
within a series for which such separate account is established.
(5) The required deposits to the Principal Account.
Interest Account and Bond Amortization Account shall be adjusted in order to take
into account the amount of money then on deposit therein.
(6) (a) Gross Revenues shall next be applied by the
Issuer to establish and maintain in the Reserve Account a sum equal to the Reserve
Requirement. Such sum shall be initially established and funded by deposit at the
time of issuance of any Bonds.
(b) Moneys in the Reserve Account shall be used
only for the purposes of (1) the payment of maturing principal of or interest on the
Bonds. or maturing Amortization Installments. if any. when the other moneys in the
Sinking Fund are insufficient therefor. or (ii) transfers to the Revenue Fund of
amounts in the Reserve Account in excess of the Reserve Requirement.
(c) Any withdrawals from the Reserve Account
under clause (b)(i) above shall be subsequently restored from the first moneys
available in the Revenue Fund after all required current deposits under paragraphs
(1). (2). (3) and (4) above (including all deficiencies in prior deposits) have been made in
full.
(d) Notwithstanding the foregoing provisions. in
lieu of the required deposits of Gross Revenues into the Reserve Account. the Issuer
may cause to be deposited into the Reserve Account for any series of Bonds a surety
bond. a letter of credit or an insurance policy issued by a reputable and recognized
insurer for the benefit of the Owners in an amount equal to the difference between the
Reserve Requirement and the sums then on deposit in the Reserve Account. if any.
which surety bond. letter of credit or insurance policy shall be payable (upon the
giving of notice as required thereunder) on any interest payment date on which a
deficiency exists which cannot be cured by funds in any other fund or account held
pursuant to this Resolution and available for such purpose. The insurer providing
such surety bond or insurance policy shall be an insurer whose municipal bond
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insurance policies insuring the payment. when due, of the principal of and interest on
municipal bond issues results in such issues being rated in the highest rating
category by either Standard & Poor's Corporation or Moody's Investors Service, Inc., or
their successors or any insurer who holds the highest policyholder rating accorded
insurers by AM. Best & Co. or any comparable service. The bank. providing such
letter of credit shall be a bank. which is rated in the highest rating category by either
Standard & Poor's Corporation or Moody's Investors Service, or their successors. If a
disbursement is made from a surety bond, letter of credit or an insurance policy
provided pursuant to this paragraph, the Issuer shall be obligated to either reinstate
the maximum limits of such surety bond, letter of credit or insurance policy
immediately following such disbursement or to deposit into the Reserve Account, as
herein provided in this paragraph (6)(d) for restoration of withdrawals from the Reserve
Account, funds in the amount of the disbursement made under such policy, or a
combination of such alternatives.
(7) Upon the issuance of any Additional Parity Bonds
under the terms, limitations and conditions as are herein provided, the payments into
the several accounts in the Sinking Fund shall be increased in such amounts as shall
be necessary to make the payments for the principal of, interest on and reserves for
such Additional Parity Bonds and, if Term Bonds are issued, the Amortization
Installments, on the same basis as hereinabove provided with respect to the 1990
Bonds initially issued under this Resolution.
(8) The Issuer shall not be required to make any further
payments into the Sinking Fund in any Bond Year when (i) the aggregate amount of
money in the Interest Account, Principal Account and Bond Amortization Account in
the Sinking Fund is at least equal to the total annual Bond Service Requirements
becoming due in such Bond Year on the Bonds then outstanding, plus the amount of
redemption premium. if any, then due and thereafter to become due in such Bond
Year on such Bonds then outstanding by operation of the Bond Amortization Account.
and (ii) the full amount of the Reserve Requirements is on deposit in the Reserve
Account.
(9) Gross Revenues shall next be used to provide for
monthly payments or accruals of maturing principal of and interest on any debt of the
Issuer which is payable from Net Revenues on a junior and subordinate basis to the
Bonds.
(10) Gross Revenues shall next be deposited monthly into
a special account to be known as the "City of Edgewater Utility System Renewal and
Replacement Fund" (hereinafter called the "Renewal and Replacement Fund"), which
fund is hereby created and established. in an amount equal to one-twelfth (1/12) of
five per centum (5%) of the Gross Revenues of the System for the previous Fiscal Year;
provided, however, that so long as there shall be on deposit in such Renewal and
Replacement Fund a balance of at least five per centum (5%) of the value of the fixed
assets of the System, according to the most recent annual audit of the Issuer, no
additional deposits in such Fund shall be required. The moneys in the Renewal and
Replacement Fund shall be used only for the purposes of (a) paying the cost of
extensions, enlargements or additions to, or the replacement of capital assets of, the
System and emergency repairs thereto, upon the authorization of the governing body
of the Issuer and, for projects costing in excess of $100,000, approval of the
Consulting Engineers, and (b) transfers to the Reserve Account, if necessary in order
to prevent a default in the payment of the principal or Amortization Installments of
and interest on the Bonds.
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(11) Gross Revenues shall next be used to transfer from
the Revenue Fund to the Rate Stabilization Fund the amount, if any, budgeted for
deposit into the Rate Stabilization Fund for then current period as set forth in the
current annual budget of the Issuer, or the amount otherwise determined by the
Issuer to be credited to the Rate Stabilization Fund for such period:
(12) Gross Revenues remaining in the Revenue Fund after
all of the above required payments have been made may be used by the Issuer for any
lawful purpose.
(13) The Operation and Maintenance Fund. the Sinking
Fund, the Renewal and Replacement Fund, the Revenue Fund, the Improvement
Fund, the Rate Stabilization Fund, and all accounts therein and any other special
funds herein established and created shall constitute trust funds for the purposes
provided herein for such funds.
(14) Monies on deposit in the Revenue Fund. the
Operation and Maintenance Fund. and the Sinking Fund (except the Reserve Account
therein) may be invested and reinvested in Authorized Investments, provided such
investments either mature or are redeemable at not less than par without penalty at
the option of the Issuer not later than the dates on which the moneys on deposit
therein will be needed for the purpose of such fund. The moneys in the Reserve
Account in the Sinking Fund. in the Rate Stabilization Fund and in the Renewal and
Replacement Fund may be invested and reinvested only in Authorized Investments in
the manner provided by law. provided such investments mature within five years of
the date of purchase. All income on all such investments shall be deposited into the
Revenue Fund. except that investment income earned in the Reserve Account shall
remain therein whenever the amount on deposit therein is less than the Reserve
Requirement.
(15) Investments in the Reserve Account and the Renewal
and Replacement Fund shall be valued at their market value as of the last business
day of each Fiscal Year. In the ensuing Fiscal Year, as a result of such revaluation, (i)
any amount in the Reserve Account in excess of the Reserve Requirement may be
transferred to the Revenue Fund, and (ii) any deficiency in the Reserve Account shall
be restored from 12 equal monthly deposits from the Revenue Fund as provided in
Subsection C(6) hereof.
D. Operation of Bond Amortization Account. Money held
for the credit of the Bond Amortization Account, and each separate account
established therein. shall be applied to the retirement of Term Bonds as follows:
(1) The Issuer shall endeavor to purchase Term Bonds
subject to mandatory redemption in the then current Bond Year at the most
advantageous price obtainable with reasonable diligence, such price not to exceed the
principal of such Term Bonds. or the Accreted Value of Capital Appreciation Term
Bonds on the mandatory redemption date. plus the accrued interest to the date of
delivery thereof. No such purchase shall be made by the Issuer within the period of 45
days immediately preceding any interest payment date on which Term Bonds are
subject to call for mandatory redemption.
(2) The Issuer shall call for redemption from money in
the Bond Amortization Account the amount of Term Bonds subject to mandatory
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redemption, in the then current Bond Year, less the principal amount of such Term
Bonds, or Accreted Value of such Capital Appreciation Term Bonds, which have been
purchased under Subsection D(1) above.
(3) The Issuer shall pay the interest accrue4 on Term
Bonds (but not on Capital Appreciation Term Bonds) being purchased or redeemed to
the date of delivery or redemption from the Interest Account and the purchase or
redemption price from the Bond Amortization Account.
E. Operation and Maintenance. The Issuer will maintain the
System and all parts thereof in good condition and will operate the same in an efficient
and economical manner making such expenditures for equipment and for renewals.
repairs and replacements as may be proper for the economical operation and
maintenance thereof.
F. Annual Budget. The Issuer shall annually prepare and
adopt in accordance with applicable law a detailed budget of the estimated Cost of
Operation and Maintenance of the System during each next succeeding Fiscal Year.
No expenditure for the Cost of Operation and Maintenance of the System shall be
made in any Fiscal Year in excess of the amount provided therefor in such budget
without a fmding and recommendation by the duly authorized officer in charge
thereof, which finding and recommendation shall state in detail the purpose of and
necessity for such increased expenditures for the Cost of Operation and Maintenance
of the System, and no such expenditure shall be made until the governing body of the
Issuer shall have approved such finding and recommendation by resolution duly
adopted. The Issuer shall, upon request, mail copies of such annual budgets to any
Owner of Bonds or Notes who shall file his address with the Issuer and request in
writing that copies of all such budgets be furnished him, and shall make available
such budgets at all reasonable times to any Owner of Bonds or Notes or to anyone
acting for and on behalf of such Owner, providing that such Owner shall pay the
reasonable cost of such documents.
G. Rate Ordinance. (1) The Issuer will enact a rate ordinance
and thereby will fix, establish and maintain such rates and will collect such fees.
rentals or other charges for the services and facilities of the System and revise the
same from time to time, whenever necessary, as will always provide Gross Revenues in
each Fiscal Year sufficient to pay (a) one hundred per centum (100%) of all Costs of
Operation and Maintenance of the System in such Fiscal Year, one hundred per
centum (100%) of the payments required to be made into the Reserve Account, and
Renewal and Replacement Fund in such Fiscal Year, plus (b) together with all other
funds pledged to secure junior lien debt, one hundred per centum (100%) of all Bond
Service Requirements becoming due in such Fiscal Year on all outstanding obligations
payable from the Net Revenues of the System which are junior and subordinate as to
lien on and pledge of such Net Revenues to the lien and pledge securing payment of
the Bonds, plus (c) one hundred per centum (100%) of the Bond Service Requirement
becoming due in such year on the Bonds, plus (d) together with the Allowable Impact
Fees, one hundred fifteen per centum (115%) of the Bond Service Requirement
becoming due in such Fiscal Year on the Bonds. The Issuer will not reduce its
schedule of rates, fees, rentals and other charges unless (1) the Issuer is not in default
of any covenant or provision of this Resolution, (ii) all required payments under this
Resolution have been made in full, and (ill) the Consulting Engineer certifies that the
proposed reduced schedule will provide sufficient Gross Revenues in each Fiscal Year
to comply with all covenants and required payments under this Resolution.
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(2) Whenever Gross Revenues are less in any Fiscal Year
than the amount required in Subsection G(l) above. the Issuer will promptly retain a
Rate Consultant to prepare and present to the governing body of the Issuer a rate
study recommending such revisions in rates. fees. rentals and other charges for the
services and facilities of the System as will. in the opinion of the Rate Consultant.
generate Gross Revenues sufficient to meet such requirements in the next five (5) full
Fiscal Years. The Issuer will implement the recommendations of the Rate Consultant
or. with the concurrence of the Rate Consultants. such other rate revisions as the
Issuer may find will generate such Gross Revenues.
H. Books and Records. The Issuer shall keep books and
records of the Pledged Funds and the financial affairs of the System which shall be
kept separate and apart from all other books. records and accounts of the Issuer. and
the Owners of the Bonds and Notes shall have the right at all reasonable times to
inspect all records. accounts and data of the Issuer relating thereto.
I. Annual Audit. The Issuer shall. at least once a year. within
120 days after the close of its Fiscal Year. cause the books. records and accounts
relating to the System to be properly audited by a recognized independent fIrm of
certified public accountants and shall make generally available the report of such
audits to any Owner of Bonds and Notes. Such audits shall contain a complete report
of the operations of the System including. the balance sheet. a statement of income
and expense. the statement of changes in cash flow. and a certificate by the auditors
stating no default on the part of the Issuer of any covenant herein has been disclosed
by reason of the audit (or a statement specifying such default). The auditors selected
shall be changed at any time by a written request signed by the Owners of a majolity
of the principal amount (Accreted Value for Capital Appreciation Bonds) of the Bonds
and Notes outstanding or their duly authorized representatives. A copy of such
annual audit shall be furnished to any rating services maintaining a rating on the
Bonds or Notes and to any Owner of any Bonds or Notes who shall have requested in
writing that a copy of such reports be furnished him.
J. No Mortgage or Sale of the System.
(1) The Issuer will not sell. lease. mortgage. pledge or
otherwise encumber the System. or any substantial part thereof. or any revenues to be
derived therefrom. except as herein provided.
(2) (a) The Issuer shall have and hereby reserves the
light to sell. lease or otherwise dispose of any of the property complising a part of the
System which the Issuer shall hereafter determine. in the manner provided herein. to
be no longer necessary. useful or profitable in the operation of the System.
(b) Prior to any such sale. lease or other
disposition of said property. if the amount to be received therefor is not in excess of
$50.000. the City Manager of the Issuer or other duly authorized officer in charge
thereof shall make a finding in writing determining that such property comprising a
part of the System is no longer necessary. useful or profitable in the operation thereof.
(c) If the amount to be received from such sale.
lease or other disposition of said property shall be in excess of $50.000 but not in
excess of $100.000 such City Manager or other officer shall first make a finding in
writing determining that such property comprising a part of the System is no longer
necessary. useful or profitable in the operation thereof. and the governing body of the
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Issuer shall. by resolution duly adopted. approve and concur in the finding of the City
Manager or other officer. and authorize such sale. lease or other disposition of said
property.
(d) If the amount to be received from such sale.
lease or other disposition of said property shall be in excess of $100.000. the City
Manager or other officer shall first make a finding in writing determining that such
property comprising a part of the System is no longer necessary. useful or profitable in
the operation thereof. and the Consulting Engineer shall make a finding that it is in
the best interest of the System that such property be disposed of. and the governing
body of the Issuer shall by resolution. duly adopted. approve and concur in the
fmdings of the City Manager or other officer and of the Consulting Engineer. and shall
authorize such sale. lease or other dispOSition of said property.
(3) The governing body of the Issuer shall have and
reserves the right to authorize the sale or other disposition of any of the property
comprising a part of the System. if the Consulting Engineer shall certify that the Net
Revenues of the System will not be materially adversely affected by reason of such sale
or disposition.
(4) If the proceeds derived from any sale or other
disposition of the property of the System are in excess of 10% of the value of the fixed
assets of the System according to the most recent annual audit and operating report.
such proceeds shall be used for the retirement of outstanding Bonds or Notes. If the
proceeds derived from any such sale or other disposition of property are less than 10%
of the value of the fixed assets of the System according to the most recent annual
audit and operating report. such proceeds shall be placed in the Renewal and
Replacement Fund or used for the retirement of outstanding Bonds or Notes. in such
proportions as are determined by the governing body of the Issuer upon the
recommendations of the City Manager. The payment of such proceeds into the
Renewal and Replacement Fund shall not reduce the amounts required to be paid into
such Fund by Section 15C( 1 0) herein.
K. Insurance. The Issuer will carry adequate fire and
windstorm insurance on all buildings and structures of the works and properties of
the System which are subject to loss through fire or windstorm. and will otherwise
carry insurance of all kinds and in the amounts normally carried in the operation of
similar facilities and properties in Florida; provided. however. that in lieu of such
insurance the Issuer may establish a qualified plan of self-insurance in accordance
with the laws of the State of Florida. Any such insurance shall be carried for the
benefit of the Owners of the Bonds and Notes. All moneys received for losses under
any of such insurance. except public liability. are hereby pledged by the Issuer as
security for the Bonds and Notes. until and unless such proceeds are used to remedy
the loss or damage for which such proceeds are received. either by repairing the
property damaged or replacing the property destroyed as soon as practicable. Any
such proceeds not used for repair or replacement shall be used for the retirement of
outstanding Bonds or Notes.
L. No Free Service. The Issuer will not render or cause to be
rendered any free services of any nature by its System. nor will any preferential rates
be established for users of the same class. Whenever the Issuer. including its
departments. agencies and instrumentalities. shall avail itself of the product. facilities
or services provided by the System. or any part thereof. the same rates. fees or charges
applicable to other customers receiving like services under similar circumstances shall
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be charged to the Issuer and any such department, agency or instrumentality. Such
charges shall be paid as they accrue, and the Issuer shall transfer from its general
funds to the Revenue Fund sufficient sums to pay such charges. The revenues so
received shall be deemed to be Gross Revenues derived from the operation of the
System, and shall be deposited and accounted for in the same manner as other Gross
Revenues derived from such operation of the System.
M. Mandatory Cut Off. To the extent permitted by law, upon
failure of any user to pay for services rendered by the System within not more than
sixty (60) days, the Issuer shall shut off the connection of such user and shall not
furnish him or permit him to receive from the System further service until all
obligations owed by him to the Issuer on account of services shall have been paid in
full. This covenant shall not, however, prevent the Issuer from causing the System
connection to be shut off sooner.
N. Enforcement of Collections. The Issuer will diligently
enforce and collect the rates, fees and other charges for the services and facilities of
the System herein pledged: will take all steps, actions and proceedings for the
enforcement and collection of such rates, charges and fees as shall become delinquent
to the full extent permitted or authorized by law: and will maintain accurate records
with respect thereof. All such fees, rates, charges and revenues herein pledged shall,
as collected, be held in trust to be applied as herein provided and not otherwise.
O. Default and Remedies. If either (i) the Issuer shall fail to
pay the principal of or interest, or premium, if any, on any of the Bonds or Notes as
the same shall become due, or (ii) the Issuer shall fail in the observance or
performance of any of the applicable covenants contained in this Resolution, then any
Owner of Bonds or Notes 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, including the right to the appointment of a receiver, existing under the laws
of the State of Florida, or granted and contained herein. and may enforce and compel
the performance of all duties required herein or by any applicable statutes relating to
the System or the Bonds or Notes to be performed by the Issuer or by any officer
thereof. Nothing herein, however, shall be construed to grant to any Owner of the
Bonds or Notes any lien on the System or any other real or tangible personal property
of the Issuer.
P. Consulting Engineer.
(1) The Consulting Engineer shall provide the Issuer
with competent advice respecting the proper, efficient and economical operation and
maintenance of the System and the making of capital improvements and renewals and
replacements to the System. The Issuer shall, on an annual basis prior to completion
of the Project, and on a triennial basis thereafter, cause to be prepared by the
Consulting Engineer a report or survey of the System, with respect to the management
of the properties thereof, the proper maintenance of the properties of the System, and
the necessity for capital improvements and recommendations therefor. Such a report
or survey shall also show any failure of the Issuer to perform or comply with the
covenants herein contained.
(2) If any such report or survey of the Consulting
Engineer shall set forth that the provisions hereof or any reasonable recommendations
of such Consulting Engineer have not been complied with, the Issuer shall
immediately take such reasonable steps as are necessary to comply with such
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requirements and recommendations. Copies of each report or survey shall be placed
on file with the City Manager and shall be open to the inspection of any Owner of
Bonds or Notes.
Q. No Competing System. To the full extent pennitted by
law, the Issuer will not hereafter grant. or cause, consent to, or allow the granting of.
any franchise or permit to any person. firm. corporation or body, or agency or
instrumentality whatsoever. for the furnishing of water or sewer services to or within
the boundaries of the Issuer.
R. Issuance of Other Obligations. Except for the Notes and
the 1991 Bonds. the Issuer will not issue any other obligations payable from the
Pledged Funds nor voluntarily create or cause to be created any debt. lien. pledge.
assigrunent. encumbrance or other charge having priority to or being on a parity with
the lien of the Notes and the 1991 Bonds and the interest thereon upon Pledged
Funds. except under the conditions and in the manner provided in Subsection S
below. Any obligations issued by the Issuer other than the Notes and the 1991 Bonds
herein authorized and Additional Parity Bonds provided for in Subsection S below.
payable from Pledged Funds. shall contain an express statement that such obligations
are junior and subordinate in all respects to the Notes and the 1991 Bonds. as to lien
on and source and security for payment from Pledged Funds.
S. Issuance of Additional Parity Bonds. Additional Parity
Bonds. payable on a parity from the Pledged Funds with the 1991 Bonds. may be
issued after the issuance of any 1991 Bonds and the payment. or provision for
payment as provided in Section 32A(1) hereof. of any Notes issued hereunder. for the
construction and acquisition of any additions. extensions and improvements to the
System or for refunding purposes and upon the conditions and in the manner herein
provided:
(1) There shall have been obtained and filed with the
Issuer a certificate of an independent certified public accountant or firm of such
accountants of suitable experience and responsibility: (a) stating that the books and
records of the Issuer relating to the collection and receipt and application of Gross
Revenues have been audited by it for the Fiscal Year immediately preceding the date of
delivery of the proposed Additional Parity Bonds. or for any twelve (12) consecutive
months period out of the eighteen (18) consecutive months immediately preceding the
date of sale of the proposed Additional Parity Bonds: (b) setting forth the amount of
Net Revenues received by the Issuer for the audited period referred to in (a) above. with
respect to which such certificate is made; (c) stating that the Net Revenues described
in (b) above. as adjusted in the manner permitted in Subsection S(2) below. equal at
least 1.20 times the Maximum Bond Service Requirements coming due in any future
Bond Year on all Bonds then outstanding and on the proposed Additional Parity Bonds
with respect to which such certificate is made.
(2) The Net Revenues for such period may be adjusted
by the Consulting Engineers or Rate Consultants as follows: (a) to reflect for such
period changes made in the rates. fees. rentals and other charges from the operation of
the System which are in effect before the date of such certificate. as though such
changes had been in effect during all of such preceding audited period referred to in
Subsection S( 1) above: (b) to reflect for such period any change in such Net Revenues
caused by -any new projects of the System having been placed into use and operation
subsequent to the date of commencement of such period and prior to the date of such
certificate provided for in Subsection S( 1) above: (c) to include for such period an
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amount equal to not more than 75% the Net Revenues estimated to be derived from
the operation of any project which will be placed in operation within 3 years following
the date of delivery of and to be acquired or constructed out of the proceeds of such
Additional Parity Bonds during the first Fiscal Year commencing after such project is
fIrst placed in operation; (d) to include for such period an amount equal to not more
than 75% of the Net Revenues estimated to be derived from the operation of any other
project of the System. actually under construction but which will not be placed into
use and operation until after the date of issuance (but in no event later than three
years after such date) of such Additional Parity Bonds. during the fIrst Fiscal Year
commencing after such project is first placed in service; and (e) to include for such
period interest income estimated to be earned during the ensuing Fiscal Year on
moneys deposited into the Reserve Account from a portion of the proceeds of such
Additional Parity Bonds.
(3) Each ordinance or resolution authorizing the
issuance of Additional Parity Bonds shall recite that all of the covenants herein
contained will be applicable to such Additional Parity Bonds.
(4) The Issuer shall not be in default in performing any
of the covenants and obligations assumed hereunder. and all payments herein
required to have been made into the accounts and funds. as provided hereunder. shall
have been made to the full extent required.
(5) Refunding bonds for the purpose of refunding all of
the then outstanding Bonds may be issued without compliance with any of the above
paragraphs (1) through (4) of this Subsection S. Refunding bonds for the purpose of
refunding all or part of any series of the then outstanding Bonds. but less than all
then outstanding Bonds. may be issued without compliance with paragraphs (1), (2)
and (4). above. provided that the annual Bond Service Requirement on all Bonds
outstanding after issuance of the refunding bonds. in each Bond Year in which any
principal of or interest on the Bonds outstanding immediately prior to issuance of the
refunding bonds is due or subject to mandatory redemption. is equal to or less than
the annual Bond Service Requirement in each such corresponding Bond Year prior to
issuance of such refunding bonds.
T. Creation of Superior Liens. The Issuer will not issue any
other notes. bonds. certificates or obligations of any kind or nature or create or cause
or pennit to be created any debt. lien. pledge. assignment or encumbrance or charge
payable from or enjoying a lien upon any of the Pledged Funds ranking prior and
superior to the lien created by this Resolution for the benefit of the Notes and the
Bonds.
U. Compliance with Laws and Regulation. The Issuer will
perform and comply with. in every respect. any loan agreement which it might have
with any governmental agency and all applicable Federal and State laws and
regulations respecting the Bonds and the ownership and operation of the System.
V. Fidelity Bond. The Issuer will require each employee
who may have possession of any Pledged Funds to be covered by a fidelity bond
written by a responsible indemnity company in an amount fully adequate to protect
the Issuer from loss.
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W. Rate Stabilization Fund.
(1) Each month the Issuer shall transfer from the Rate
Stabilization Fund to the Revenue Fund the amount budgeted. if any. for transfer into
the Revenue Fund for the then current month as set forth in the current annual
budget or the amount otherwise detennined by the Issuer to be deposited into the
Revenue Fund for the month.
(2) At any time and from time to time the Issuer may
transfer for deposit in the Rate Stabilization Fund from any lawful source such
amounts as the Issuer deems necessary or desirable; such amounts shall be applied
for purposes of the Rate Stabilization Fund in accordance with paragraph (1) of this
Subsection W.
X. Impact Fees. The Issuer shall cause its Consulting
Engineer upon the issuance of each series of Bonds. to calculate the New User
Facilities Portion. the Impact Fees Percentage and the aggregate Allowable Impact Fees
for such series of Bonds. Separate calculations shall be made for water projects and
water Impact Fees and for sewer projects and sewer Impact Fees. Impact Fees, as
received. shall first be deposited into the Water and Sewer System Capital
Improvement Fund (the "Improvement Fund"). Water Impact Fees and sewer Impact
Fees shall be maintained in separate accounts in the Improvement Fund. If necessary
in order to make the deposits required by Subsection 15C. clauses (1) through (7),
inclusive. the Issuer shall or. if not so required. the Issuer may. in lieu of required
deposits of Gross Revenues. make monthly withdrawals from each account in the
Improvement Fund and apply such moneys to the Sinking Fund to be used solely for
the purposes of the Sinking Fund; provided that the aggregate amount of such
withdrawals from each account in any Fiscal Year does not exceed the sum of the
Allowable Impact Fees for each series of Bonds for such Fiscal Year. Moneys on
deposit in each account in the Improvement Fund in excess of the Allowable Impact
Fees in each Fiscal Year shall be used by the Issuer for any lawful purpose. Pending
their application. all Impact Fees on deposit in the Improvement Fund may be invested
and reinvested in Authorized Investments maturing. in the case of Allowable Impact
Fees. at the times and in the amounts such moneys are required or intended to be
transferred to the Sinking Fund. and in the case of other Impact Fees, at such time as
the Issuer shall determine. The income on such investments shall remain in the
Improvement Fund and be applied for any lawful purpose.
SECTION 16. FUNDS AND ACCOUNTS. The cash required to be
accounted for in each of the funds and accounts established herein shall be deposited
in separate and segregated bank accounts, and adequate accounting records shall be
maintained to reflect and control the restricted allocation of the cash on deposit
therein for the various purposes of such funds as herein provided.
The designation and establishment of the various funds in and by this
Resolution shall not be construed to require the establishment of any completely
independent. self-balancing funds as such term is commonly defined and used in
governmental accounting. but rather is intended solely to constitute an earmarking of
certain revenues and assets of the System for certain purposes and to establish
certain priorities for application of such revenues and assets as herein provided.
SECTION 17. TAX CODE. The Issuer at all relevant times while
the Bonds are outstanding will comply with the requirements of the Tax Code in order
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that interest on the Bonds shall be excluded from gross income for federal income tax
purposes.
SECTION 18. DEFEASANCE. If. at any time. the Issuer shall have
paid. or shall have made provision for payment of. the principal. interest. Amortization
Installments and redemption premiums. if any. with respect to all or any of the Bonds
and all rebate payments. if any. required under the Tax Code. with respect to the
Bonds to be defeased. then. and in that event. with respect to the Bonds to be
defeased. the pledge of and lien on the Pledged Funds. and all other covenants and
pledges made in this Resolution in favor of the Owners of such Bonds shall no longer
be in effect. For purposes of the preceding sentence. deposit of cash and! or Federal
Securities in irrevocable trust with a banking institution or trust company. for the sole
benefit of the Owners of the Bonds to be defeased. in respect to which such Federal
Securities. the principal and interest received will be sufficient to make timely
payment of the principal. interest. Amortization Installments and redemption
premiums. if any. on such Bonds. shall be considered "provision for payment",
Nothing herein shall be deemed to require the Issuer 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 Issuer in determining whether
to exercise any such option for early redemption. Payment of all rebate payments
required under the Tax Code may be evidenced by an opinion of counsel rendered to
the Issuer by nationally recognized bond counsel.
SECTION 19. MODIFICATION OR AMENDMENT. No modification
or amendment of this Resolution or of any resolution amendatory hereof or
supplemental hereto which is materially adverse to the Owners of the Notes and Bonds
may be made without the consent in writing of the Owners of two-thirds or more in the
principal amount of the Notes and Bonds (Accreted Value for Capital Appreciation
Bonds) then outstanding; provided. however. that no modification or amendment shall
permit a change in the redemption provisions or maturity of such Notes or Bonds or a
reduction in the rate of interest thereon or in the amount of the principal obligation
thereof or affecting the promise of the Issuer to pay the principal of and interest on the
Notes and Bonds as the same shall become due from the Pledged Funds or reduce the
percentage of the Owners of the Notes and Bonds required to consent to any material
modification or amendment hereof without the consent of the Owners of all such Notes
and Bonds.
SECTION 20. SEVERABILITY OF INVALID PROVISIONS. If any
one 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 and shall in no way affect the validity of any of the other
provisions hereof or of the Notes and Bonds issued hereunder.
SECTION 21. SALE OF 1991 BONDS AND NOTES. The 1991
Bonds and Notes shall be issued and sold in such manner and at such price or prices
consistent with the Act. all at one time or in installments from time to time. as shall be
hereafter determined by resolution of the governing body of the Issuer; provided. that
(1) the sale of the Notes shall be an amount sufficient to provide for retirement of the
Prior Uen Bonds in accordance with Section 31C hereof and the retirement of the Prior
Notes in accordance with Section 310 hereof; (2) the sale of the first installment of the
1991 Bonds shall be an amount sufficient to provide for retirement of the Notes in
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accordance with Section 32A(1) hereof; (3) no 1991 Bonds in excess of the amount
required in clause (2) above shall be sold unless there shall have been obtained and
filed with the Issuer a report of the Consulting Engineers which projects that the rate
covenant requirements of Section 15G hereof will be met in the then current Fiscal
Year and in each of the next ensuing five Fiscal Years. In making such projections,
the Consulting Engineer shall be entitled to include Net Revenues to be derived from (i)
new System customers in the Florida Shores area which are anticipated to result from
completion of Project facilities making the System available to premises which are at
the time of the report improved for occupancy, (ii) other new connections estimated to
be made to the System. based upon historical and anticipated growth trends in the
System service area. and (ill) rate increases which have been enacted prior to the date
of the report and which are then in effect or are scheduled to take effect on specified
future dates. In the event any 1991 Bonds are issued as a result of a report which
includes revenues projected from any rate increases described in subclause (iii), the
Issuer covenants not to reduce or repeal any of such increases for five (5) full Fiscal
Years following the date of such report.
SECTION 22. VALIDATION AUTHORIZED. The City Attorney and
Bond Counsel for the Issuer are authorized to prepare and file proceedings to validate
the Notes and 1991 Bonds in the manner provided by law. if in their discretion the
Notes or 1991 Bonds should be validated.
SECTION 23. CAPITAL APPRECIATION BONDS. For the
purposes of (1) receiving payment of the redemption price if a Capital Appreciation
Bond is redeemed prior to maturity. or (ii) receiving payment of a Capital Appreciation
Bond if the principal of all Bonds is declared immediately due and payable under the
provisions of this Resolution. or (iii) computing the amount of the Maximum Bond
Service Requirement and of Bonds held by the registered owner of a Capital
Appreciation Bond in giving to the Issuer or the Trustee any notice. consent. request
or demand pursuant to this Resolution for any purpose whatsoever. the principal
amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value.
SECTION 24. AUTHORIZATION OF NOTES. Subject and
pursuant to the provisions of this Resolution and in anticipation of the sale and
delivery of the 1991 Bonds. notes of the Issuer to be known as 'Water and Sewer
Revenue Bond Anticipation Notes. Series 1991". are hereby authorized to be issued in
the aggregate principal amount of Four Million Seven Hundred Thousand Dollars
($4.700.000).
SECTION 25. DESCRIPTION OF NOTES. The Notes shall be fully
registered notes. shall be numbered consecutively from R-l upward. in the
denomination of $100.000 each or integral multiples thereof. shall be dated June 1.
1990. shall all mature on September 3. 1991. shall bear interest at 6.75% per annum.
calculated on the basis of a 360 day year and 30 day month. payable on June 3. 1991
and at maturity. The Notes shall be redeemable at the option of the Issuer, in whole or
in part in $100.000 denominations. on any date on or after 120 days after the date of
the Notes. at the price of par plus interest accrued to the redemption date and without
premium. upon notice given as provided for redemption of Bonds in Section 11 hereof.
SECTION 26. EXECUTION OF NOTES. The Notes shall be
executed in the name of the Issuer by its Mayor and countersigned and attested by the
City Clerk. and its corporate seal or a facsimile thereof shall be affixed thereto or
reproduced thereon in the same manner and pursuant to the same conditions as are
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set forth herein for the Bonds. all as more particularly set out in Section 8 of this
Resolution.
SECTION 27. NEGOTIABILITY AND REGISTRATION. The
Notes issued hereunder shall be and have all of the qualities and incidents of
negotiable instruments. and shall be registered pursuant to the terms and conditions
of and in full compliance with Section 9 of this Resolution, in the same manner and
pursuant to the same conditions as are set forth herein for the Bonds, all as more
particularly set out in Section 9 of this Resolution. except that if the Notes are issued
in bearer form. registrable as to principal and interest. the Notes shall be transferable
to bearer and subject to registration as provided in the form of Notes so issued.
SECTION 28. NOTES MUTILATED. DESTROYED. STOLEN OR
LOST. The provisions contained in Section 10 hereof pertaining to the Bonds shall
also apply to the Notes.
SECTION 29. FORM OF NOTES. The Notes shall be in
substantially the follOwing form. with such Omissions, insertions and variations as
may be necessary and desirable and authorized or permitted by this Resolution or by
any subsequent resolution adopted prior to the issuance thereof:
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No. R-
$
(Form of Fully Registered Note)
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER
WATER AND SEWER REVENUE BOND
ANTICIPATION NOTE, SERIES 1990
Rate of Interest
6.75%
Maturity Date
September 3, 1991
Date of Original Issue
June 7, 1990
CUSIP
Registered Owner: Sun Bank, National Association
Principal Amount
Dollars
KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater.
Florida (hereinafter called "Issuer"). for value received, hereby promises to pay to the
Registered Owner identified above, or registered assigns, on the Maturity Date
specified above, the Principal Amount shown above. and to pay interest on said sum
from the Date of Original Issue of this Note at the Rate of Interest per annum set forth
above until payment of such Principal Amount. such interest being payable on June 3.
1991 and at maturity. The principal of and interest payable on this Note at maturity
or redemption is payable upon presentation and surrender hereof on the Maturity
Date or date fixed for redemption at the office of the City Clerk of the Issuer (the
"Paying Agent"). in Edgewater. Florida. or at the office designated for such payment of
any successor thereof. The interest on this Note. when due and payable. other than at
maturity or redemption shall be paid by check or draft mailed to the Registered
Owner. at his address as it appears on the Note Register. at the close of business on
the Record Date or, in the case of payment after default, a special record date, as
provided in the Resolution hereinafter mentioned. All amounts due hereunder shall be
payable in any coin or currency of the United States which is at the time of payment
legal tender for the payment of public or private debts.
This Note is one of an authorized issue of notes in the aggregate principal
amount of $4,700,000 issued to retire the Issuer's outstanding Waterworks and Sewer
System Refunding and Improvement Revenue Bonds, dated February I, 1964. and
loan from the City of Gulf Breeze, Florida Local Government Loan Program Floating
Rate Demand Revenue Bonds. Series 1985B. and a portion of the Issuer's outstanding
Water and Sewer Revenue Bond Anticipation Notes. Series 1989. pursuant to the
Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida
Statutes, Section 215.431, Florida Statutes, and other applicable provisions of law,
and a resolution duly adopted by the Issuer on May 21, 1990, (herein referred to as
"Resolution"). in anticipation of the receipt by the Issuer of the proceeds from the sale
of not exceeding $15,000,000 Water and Sewer Revenue Bonds. Series 1990
(hereinafter called "1990 Bonds") of the Issuer, and is subject to the terms and
conditions of the Resolution, the provisions of which are incorporated herein by
reference.
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The principal of and the interest due on this Note are payable solely from
and secured by a lien upon and pledge of the Pledged Funds as defined in the
Resolution.
This Note shall not constitute a general obligation of the Issuer and the
Registered Owners thereof shall never have the right to require or compel the exercise
of the power of the Issuer to levy ad valorem taxes for the payment of the principal of
and interest on this Note. Reference is made to the Resolution for the provisions
relating to the security of this Note and the duties and obligations of the Issuer.
This Note shall be redeemable at the option of the Issuer. in whole or in
part in $100.000 denominations. on any date on or after 120 days after the date of
this Note. at the price of par plus interest accrued to the redemption date and without
premium.
Resolution.
Notice of such redemption shall be given in the manner required by the
Notes in denominations greater than $100.000 Principal Amount shall be
deemed to be an equivalent number of Notes of the denomination of $100.000
Principal Amount. Notice of redemption identifying the Notes or portions thereof to be
redeemed will be given by the Registrar as provided in the Resolution. All Notes so
called for redemption will cease to bear interest after the specified redemption date
provided funds for their redemption are on deposit at the place of payment at that
time. Upon surrender of any Note for redemption in part only. the Issuer shall issue
and deliver to the Registered Owner thereof. the costs of which shall be paid by the
Registered Owner. a new Note or Notes of authorized denominations in aggregate
principal amount equal to the unredeemed portion surrendered.
It is hereby certified. recited and declared that all acts. conditions and
things required to exist. to happen, and to be performed precedent to and in
connection with the issuance of this Note. exist. have happened. and have been
performed in regular and due form, time and manner as required by the laws and
Constitution of the State of Florida applicable thereto. and that the issuance of this
Note does not violate any constitutional or statutory limitations or provisions and this
recital is made with knowledge that the Registered Owner of this Note has acted in
reliance thereon.
This Note is and has all the qualities and incidents of a negotiable
instrument under the Uniform Commercial Code - Investment Securities of the State
of Florida.
Subject to the limitations and upon payment of the charges provided in
the Resolution, Notes may be exchanged for a like aggregate Principal Amount of Notes
of the same maturity of other authorized denominations and are transferable by the
Registered Owner in person or by his attorney duly authorized in writing at the above-
mentioned office of the Registrar.
The Issuer shall deem and treat the Registered Owner hereof as the
absolute owner hereof (whether or not this Note shall be overdue) for the purpose of
receiving payment of or on account of principal hereof and interest due hereon and for
all other purposes, and the Issuer shall not be affected by any notice to the contrary.
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This Note 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
Note and has caused the same to be signed by the manual or facsimile signatures of
its Mayor. and countersigned and attested by its City Clerk. and its corporate seal or a
facsimile thereof to be affixed. impressed. imprinted. lithographed or reproduced
hereon as of the 1st day of June. 1990.
CITY OF EDGEWATER.
FLORIDA
Mayor
(SEAL)
Countersigned and Attested:
City Clerk
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CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Note is one of the Issue of the within described Notes. The Rate of
Interest. Maturity Date, Registered Owner and Principal Amount shown above are
correct in all respects and have been recorded, along with the applicable federal
taxpayer identification number and the address of the Registered Owner, in the Note
Register maintained at the principal offices of the undersigned.
CITY CLERK, CITY OF EDGEWATER,
FLORIDA
Authorized Signature
June 7, 1990
Date of Authentication
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ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED, the undersigned
(the 'Transferor"). hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer Identification number of
assignee) the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
(the
'Transferee") as attorney to register the transfer of the within Bond on the books kept
for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee, unless the
signature(s) to this assignment
corresponds with the name as it
appears upon the face of the within
Bond in every particular. without
alteration or enlargement or any change
whatever and the Social Security or
Federal Employer Identification Number
of the Transferee is supplied.
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.....,
.....,
The following abbreviations. when used in the inscliption on the face of
the within Note. shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM
as tenants in
common
as tenants by the
as joint tenants with
light of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust.)
TEN ENT
Custodian for
JT TEN
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
LKL~7/09/9~2894-Ar.nend~
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"WI
SECTION 30. SECURITY OF NOTES: NOTES NOT DEBT OF
ISSUER. The principal of and interest on the Notes shall be payable solely from and
secured forthwith. equally and ratably. by a prior lien on and a pledge of the Pledged
Funds. The Notes shall not constitute general obligations of the Issuer. and the
holders thereof shall never have the right to require or compel the exercise of the
power of the Issuer to levy ad valorem taxes for the payment of the principal of and
interest on the Notes. The Issuer does hereby irrevocably pledge the Pledged Funds to
the payment of the principal of and interest on the Notes. and to the payment into the
Sinking Fund. at the times provided. of the sums required to secure to holders of the
Notes issued hereunder the payment of the principal thereof and interest thereon as
the same become due.
SECTION 31. APPLICATION OF NOTE PROCEEDS. The moneys
received from the sale and delivery of the Notes shall be deposited and applied as
follows:
A All accrued interest. if any. shall be deposited into the
Interest Account in the Sinking Fund created in Section 15 hereof and used solely to
pay the interest due on the Notes.
B. An amount not exceeding interest to accrue on the Notes
through the estimated date of completion of the Project and for not more than one year
thereafter. or until the maturity of the Notes. whichever is earlier. may be deposited
into the Interest Account in the Sinking Fund and used to pay interest on the Notes.
C. (1) Simultaneously with the delivery of the Notes. the
Issuer shall enter into an escrow deposit agreement with a bank or trust company
approved by the Issuer. in the form attached hereto as Exhibit A. which shall provide
for the deposit of sums into an escrow account and for the investment of such moneys
so as to produce cash and maturing principal and interest on such investments which
will be sufficient to pay. as of any date of calculation. the principal of and premium. if
any. and interest on the Prior Lien Bonds as the same shall become due or are
redeemed as specified in the escrow deposit agreement. whichever is earlier. and to
pay the expenses specified in the escrow deposit agreement. At the time of execution
of the escrow deposit agreement. the Issuer shall furnish to the escrow holder named
therein appropriate documentation to demonstrate that the sums being deposited and
the investments to be made will be sufficient for such purposes.
(2) The funds to be deposited in escrow shall be derived from
proceeds of the Notes. the Prior Notes. the Prior Lien Bonds. or such other lawful
sources as the Issuer may specify in the escrow deposit agreement. Such funds shall
be kept separate and apart from all other funds of the Issuer and the moneys on
deposit therein shall be withdrawn. used and applied by the escrow holder solely for
the purposes set forth herein and in such escrow deposit agreement.
D. The balance of the proceeds shall be applied. with other
available funds on deposit in the Construction Fund established upon issuance of the
Prior Notes sufficient to provide for retirement of all principal of and interest due on
the Prior Notes. and shall be applied to retire the Prior Notes on the date of issuance of
the Notes in accordance with the Resolution authorizing issuance of the Prior Notes.
SECTION 32. COVENANTS OF THE ISSUER. For so long as the
principal of and interest on the Notes shall be outstanding and unpaid or until
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w
.....,
payment has been provided for as herein permitted. the Issuer covenants with the
Owners of the Notes as follows:
A PROCEEDS from 1991 BONDS. Upon the receipt of the
first proceeds of the 1991 Bonds. the Issuer shall apply such proceeds. together with
moneys on deposit in the Sinking Fund herein created. as follows:
(1) There shall be transmitted (i) to the paying agent for
the Notes. or (il) if the Issuer or any of its officers is the paying agent. to an escrow
agent to be held in irrevocable escrow. the amount of (y) funds sufficient to pay. or
investments of Federal Securities the maturing principal of and interest on which will
be sufficient to pay. the outstanding principal of the Notes and the interest accrued
thereon to the date of maturity or earlier redemption thereof. and (z) all rebate
payments required under the Tax Code. as detennined or approved by an opinion of
counsel rendered to the Issuer by nationally recognized bond counsel. Upon such
deposit of funds or Federal Securities. the Issuer's obligations and covenants under.
and the pledges and liens created by. this Resolution relating to the Notes shall
tenninate and be discharged. and the Owners of the Notes shall be entitled to payment
only from the funds and proceeds of Federal Securities so deposited.
(2) The remaining balance. if any. shall be applied
pursuant to the provisions of Section 13 of this Resolution.
B. APPLICATION OF BOND COVENAN1S. The covenants
made by the Issuer in Section 15 of this Resolution shall apply equally for the benefit
and protection of the Owners of the Notes as follows:
(1) Immediately upon issuance of the Notes:
(a) The Interest Account in the Sinking Fund
shall be created. and moneys shall be deposited therein as required by Section 31 and
Section 15C(2) for payment of interest on the Notes; and
(b) The covenants in Section 15. Subsections E.
F. H. I. J. K. L. M, N, O. P. Q. R, S, T. U and V shall then become effective and
enforceable by the Owners of the Notes.
(2) In the event that the Issuer shall fail to sell a
sufficient amount of 1991 Bonds to fully retire the Notes on their maturity date, the
remaining covenants in Section 15 shall then become effective and enforceable by the
Owners of the Notes.
C. SALE OF 1991 BONDS TO PAY NOTES. The Issuer in good
faith shall endeavor to sell a sufficient principal amount of the 1991 Bonds in order to
have funds available to pay the principal of and interest on the Notes as the same
become due. The Issuer shall not sell any 1991 Bonds for any purpose other than to
retire the Notes until payment of the principal of and interest on the Notes has been
fully provided for in accordance with Section 31A(1) hereof.
SECTION 33. QUALIFIED TAX EXEMPT OBLIGATIONS, The
Issuer hereby represents and finds that it reasonably anticipates not more than
$10.000.000 of tax exempt obligations (other than certain private activity Bonds) will
be issued by the Issuer and its subordinate governmental entities in calendar year
1990. The Issuer hereby directs its Mayor to recertify these representations upon
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.""""
issuance of the Notes. and the Notes are hereby designated as a "qualified tax exempt
obligation" under Section 265(b)(3) of the Tax Code.
SECTION 34. SALE OF NOTES. The Issuer hereby finds.
determines and declares that the recent volatility in the municipal bond market
indicates that a competitive public sale on a date which must be fixed well in advance
for the receipt of bids would prove extremely costly should such date occur during an
upswing in the market. Therefore. the flexibility to choose to award or not to award
the Notes on a day to day basis is needed to assure the best interest rate obtainable
for the Notes which can only be accomplished by sale on a negotiated basis. The
negotiated sale of the full principal amount of the Notes to Sun Bank. National
Association is hereby authorized. The Notes are herby awarded and sold to Sun Bank
National Association. in accordance with the amounts and at the interest COmmitment
letter attached to Exhibit B. The Issuer has received the disclosure required by
Section 218.385. Florida Statutes. as amended. a copy of which is attached hereto as
Exhibit C.
SECTION 35. EXECUTION OF NOTES AND AUTHORIZATION OF
ALL OTHER NECESSARY ACTION. The proper officers of the Issuer are hereby
authorized and directed to execute the Notes when prepared and to deliver the same to
the Registrar for authentication and delivery to the Underwriter upon payment of the
purchase price pursuant to the conditions stated in the Purchase Contract. The
Mayor. City Clerk. City Manager. City Attorney. and Livermore Klein & Lott. P.A.. Bond
Counsel to the Issuer. are each designated agents of the Issuer in connection with the
issuance and delivery of the Notes. and are authorized and empowered. collectively or
individually. to take all actions 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 Notes and which are not
inconsistent with the terms and provisions of this Resolution and other actions
relating to the Notes heretofore taken by the Issuer.
SECTION 36. SUPPLEMENTAL ORDINANCES AND
RESOLUTIONS. The Issuer may. from time to time and at any time. adopt such
ordinances or resolutions as shall not be inconsistent with the terms and conditions of
this Resolution:
Resolution: or
A To cure any ambiguity. defect. or omission in this
B. To secure. extend or renew to the holders of the Bonds or
Notes the pledges made herein for the payment of the Bonds and Notes and the
interest to accrue thereon.
SECTION 37. REPEALING CLAUSE. All ordinances or 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 38. PRIOR AUTHORITY TO ISSUE BONDS REPEALED.
Upon the retirement of the Prior Notes as described in Section 310 hereof. the
authorization by the Issuer to issue not exceeding $6.000.000 Water and Sewer
Revenue Bonds. Series 1989. as set forth in Resolution No. 89-R-54 of the Issuer shall
be repealed and rescinded. and such bonds shall not thereafter be issued.
LKL-07/09/90-2894-AmendRes
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"
'-'
v
SECTION 39. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
SECTION 40. THE INSURER. So long as any of the 1991 Bonds
are insured by the Insurer. the follOwing provisions shall apply to the 1991 Bonds:
A. Notices. Any and all notices required to be given by the
Issuer. the Bond Registrar. or the Owners of the 1991 Bonds shall be simultaneously
given in writing to the Insurer by registered or certified mail at the following address or
such other address as shall be provided in writing to the Issuer and the Bond
Registrar:
Municipal Bond Investors Assurance Corporation
113 King Street
Annonk. New York 10504
Attention: Surveillance
B. Amendments. The Issuer will provide to the Insurer
written notice of all amendments of this Resolution which are not materially adverse to
the Owners of the Bonds. The Issuer will not adopt any modification or amendment of
this Resolution which is materially adverse to the Owners of the Bonds without first
obtaining the written consent of the Insurer and providing a copy thereof to Standard
& Poor's Corporation.
c. Additional Parity Bonds. The Issuer will not issue any
Additional Parity Bonds without first obtaining the written consent of the Insurer.
D. For purposes of Section 15.0 hereof. relating to default and
remedies hereunder. so long as the Insurer is not in default under its bond insurance
policy. the Insurer shall have the same rights as an Owner of the 1991 Bonds. and no
Owner of any insured 1991 Bond shall exercise any rights or remedies under this
Resolution without first obtaining the written consent of the Insurer.
E. The Issuer will appoint from time to time as Bond Registrar
or Paying Agent for the 1991 Bonds only commercial banks with trust powers.
F. Payments under the Bond Insurance Policy:
(1) In the event that. on the second Business Day. and again
on the Business Day. prior to the payment date on the 1991 Bonds. the Paying Agent
has not received sufficient moneys to pay all principal of and interest on the 1991
Bonds due on the second follOwing or follOwing. as the case may be. Business Day. the
Paying Agent shall immediately notify the Insurer or its designee on the same
Business Day by telephone or telegraph. confirmed in writing by registered or certified
mail. of the amount of the deficiency.
(2) If the deficiency is made up in whole or in part prior to or
on the payment date. the Paying Agent shall so notify the Insurer or its designee.
(3) In addition. if the Paying Agent has notice that any Owner
of an insured 1991 Bonds has been required to disgorge payments of principal or
interest on the 1991 Bond to a trustee in Bankruptcy or creditors or others pursuant
to a fmal judgment by a court of competent jurisdiction that such payment constitutes
a voidable preference to such Owner of an insured 1991 Bond within the meaning of
LKL-07/09/90-2894-AmendRes
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.
.
......
~
any applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or its
designee of such act by telephone or telegraphic notice, confirmed in writing by
registered or certified mail.
(4) The Paying Agent is hereby irrevocably designated,
appointed, directed and authorized to act as attorney-in-fact for Owners of the 1991
Bonds as follows:
(1) If and to the extent there is a deficiency in amounts
required to pay interest on the 1991 Bonds, the Paying Agent shall (a) execute and
deliver to eitibank, N A, or its successors under the Policy (the "Insurance Paying
Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing
the Insurer as agent for such Owner in any legal proceeding related to the payment of
such interest and an assignment to the Insurer of the claims for interest to which
such defiCiency relates and which are paid by the Insurer, (b) receive as designee of
the respective Owners (and not as Paying Agent) in accordance with the tenor of the
Policy payment from the Insurance Paying Agent with respect to the claims for interest
so assigned, and (c) disburse the same to such respective Owners: and
(11) If and to the extent of a deficiency in amounts
required to pay principal of the Owners, the Paying Agent shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an
instrument appointing the Insurer as agent for such Owner in any legal proceeding
relating to the payment of such principal and an assignment to the Insurer of any of
the 1991 Bonds surrendered to the Insurance Paying Agent of so much of the principal
amount thereof as has not previously been paid or for which moneys are not held by
the Paying Agent and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received), (b) receive as
designee of the respective Owners (and not as Paying Agent) in accordance with the
tenor of the Policy payment therefor from the Insurance Paying Agent. and (c) disburse
the same to such Owners.
(5) Payment with respect to claims for interest on and principal
of 1991 Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be
considered to discharge the obligation of the Issuer with respect to such 1991 Bonds,
and the Insurer shall become the owner of such unpaid 1991 Bonds and claims for the
interest in accordance with the tenor of the assignment made to it under the
provisions of this subsection or otherwise.
(6) Irrespective of whether any such assignment is executed
and delivered. the Issuer and the Paying Agent hereby agree for the benefit of the
Insurer that:
(1) They recognize that to the extent the Insurer makes
payments, directly or indirectly (as by paying through the Paying Agent), on account of
prinCipal of or interest on the 1991 Bonds. the Insurer will be subrogated to the rights
of such Owners to receive the amount of such principal and interest from the Issuer.
with interest thereon as provided and solely from the sources stated in this Resolution
and the 1991 Bonds: and
(2) They will accordingly pay to the Insurer the amount
of such principal and interest (including principal and interest recovered under
subparagraph (11) of the first paragraph of the Policy, which principal and interest shall
be deemed past due and not to have been paid), with interest thereon as provided in
LKL-07/09/9Q-2894-AmendRes
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this Resolution and the 1991 Bonds, but only from the sources and in the manner
provided herein for the payment of principal of and interest on the 1991 Bonds to
Owners, and will otherwise treat the Insurer as the owner of such rights to the amount
of such principal and interest.
G. In connection with the issuance of Additional Parity Bonds, the
Issuer shall deliver to the Insurer a copy of the disclosure document, if any, circulated
with respect to such Additional Parity Bonds.
H. The Insurer shall receive notice of the resignation or removal of the
Paying Agent and the appointment of a successor thereto.
I. The Insurer shall receive, on an annual basis, copies of the
Issuer's audited financial statements and Annual Budget.
This Resolution shall take effect immediately upon its adoption.
This Resolution was introduced and sponsored by
Councilperson Gillespie , 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.
09F AS FOLLOWS:
MVICE _ /�.yr
�� / L� P
//' , 4,
/
7 i
/I rCouncilman-Zone Fo9f
Attest:
Reviewed by:
CityAttomey
15 day of Julm z XL�
Vice Mayor ill i
L-07/09/90-2894-Am nd6
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