02-25-2016 - Special Cit of Ed ewater 104 N. Riverside Drive
Y g Edgewater, FL 32132
Ciiy aF
VDGEWATER Meeting Agenda
City Council
Michael Ignasiak, Mayor
Christine Power, District 1
Gigi Bennington, District 2
Dan Blazi, District 3
Gary T. Conroy, District 4
Thursday, February 25,2016 1:00 PM Council Chambers
SPECIAL MEETING - Utility Revenue Note Series 2016 Refinancing
We respectfully request that all electronic devices are set for no audible notification.
1. CALL TO ORDER,ROLL CALL,PLEDGE OF ALLEGIANCE,INVOCATION
2. PUBLIC HEARINGS,ORDINANCES AND RESOLUTIONS
a. Approval of Resolution 2016-R-07 "First Supplemental Resolution Utility Revenue
Note Series 2016" with Branch Banking and Trust Company "BB&T"
Attachments: City of Edgewater 2016Ref PP BBT 2.02.16 LSE (Version 2)
Resolution 2016-R-07
3. ADJOURN
Pursuant to Chapter 286, F.S., if an individual decides to appeal any decision made with respect to any
matter considered at a meeting or hearing, that individual will need a record of the proceedings and
will need to ensure that a verbatim record of the proceedings is made. The City does not prepare or
provide such record.
In accordance with the Americans with Disabilities Act,persons needing assistance to participate in
any of these proceedings should contact City Clerk/Paralegal Robin L. Matusick, 104 N. Riverside
Drive, Edgewater, Florida, telephone number 386-424-2400 x 1101, S days prior to the meeting date.
If you are hearing or voice impaired, contact the relay operator at 1-800-955-8771.
City of Edgewater Page 1 Printed on 212512016
104 N. Riverside Drive
City of Edgewater Edgewater, FL 32132
EDGEWATE]R
Legislation Text
File #: 2016-R-07, Version: 1
COUNCIL AGENDA ITEM
SUBJECT:
Approval of Resolution 2016-R-07 "First Supplemental Resolution Utility Revenue Note Series 2016" with
Branch Banking and Trust Company "BB&T"
DEPARTMENT:
Finance
SUMMARY:
The City' outstanding water and sewer system Series 2009 and 2012 is including in the refinancing which has
an outstanding balance of $10,591,068. By restructuring both Series 2009 and 2012 Note and extending the
final maturity the City will have the opportunity to reduce its current annual debt service over the next nine
years. The balance greater than $10,000,000 will be satisfied using existing Fund resources that are
budgeted and available. This refinancing was approved by Council at the November 16, 2015 Council
Meeting under Agenda Item 10 E and the bank selection was approved by Council on February 1, 2016 under
Agenda Item 10 I.
BUDGETED ITEM: ® Yes ❑ No ❑ Not Applicable
BUDGET AMENDMENT REQUIRED: ® Yes ❑ No ❑ Not Applicable
RECOMMENDED ACTION:
Approve Resolution 2016-R-07 First Supplemental Resolution Utility Revenue Note Series 2016 in an amount
not to exceed $10,000,000 with Branch Banking and Trust Company "BB&T" at a fixed rate of 2.30%.
City of Edgewater Page 1 of 1 Printed on 2/17/2016
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TABLE OF CONTENTS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Report Page
Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Escrow Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Escrow Cost Detail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF_2,16REF 2)
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SOURCES AND USES OF FUNDS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Dated Date 02/29/2016
Delivery Date 02/29/2016
Sources:
Bond Proceeds:
Par Amount 10,000,000.00
Other Sources of Funds:
Issuer Contribution 591,067.76
10,591,067.76
Uses:
Refunding Escrow Deposits:
Cash Deposit 10,556,567.76
Delivery Date Expenses:
Cost of Issuance 34,500.00
10,591,067.76
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 1
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SAVINGS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Prior Prior Prior Refunding
Date Debt Service Receipts Net Cash Flow Debt Service Savings
10/01/2016 1,313,284.90 591,067.76 722,217.14 632,444.44 89,772.70
10/01/2017 1,311,536.80 1,311,536.80 1,074,569.00 236,967.80
10/01/2018 1,315,110.80 1,315,110.80 1,074,881.00 240,229.80
10/01/2019 1,312,826.00 1,312,826.00 1,074,733.00 238,093.00
10/01/2020 1,314,852.40 1,314,852.40 1,074,125.00 240,727.40
10/01/2021 1,312,020.00 1,312,020.00 1,075,057.00 236,963.00
10/01/2022 1,313,466.10 1,313,466.10 1,074,483.00 238,983.10
10/01/2023 1,315,031.60 1,315,031.60 1,074,426.00 240,605.60
10/01/2024 486,240.00 486,240.00 1,074,863.00 (588,623.00)
10/01/2025 481,280.00 481,280.00 1,074,771.00 (593,491.00)
10/01/2026 485,980.00 485,980.00 1,074,150.00 (588,170.00)
11,961,628.60 591,067.76 11,370,560.84 11,378,502.44 (7,941.60)
Savings Summary
Savings PV date 02/29/2016
Savings PV rate 2.363335%
PV of savings from cash flow 204,162.23
Net PV Savings 204,162.23
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 2
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SUMMARY OF REFUNDING RESULTS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Dated Date 02/29/2016
Delivery Date 02/29/2016
Arbitrage yield 2.300175%
Escrow yield 0.000000%
Value of Negative Arbitrage
Bond Par Amount 10,000,000.00
True Interest Cost 2.300175%
Net Interest Cost 2.300000%
All-In TIC 2.363335%
Average Coupon 2.300000%
Average Life 5.993
Par amount of refunded bonds 10,441,000.00
Average coupon of refunded bonds 2.814930%
Average life of refunded bonds 4.781
PV of prior debt to 02/29/2016 @ 2.363335% 10,760,729.99
Net PV Savings 204,162.23
Percentage savings of refunded bonds 1.955390%
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 3
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BOND PRICING
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
10/01/2016 497,000 2.300% 2.300% 100.000
10/01/2017 856,000 2.300% 2.300% 100.000
10/01/2018 876,000 2.300% 2.300% 100.000
10/01/2019 896,000 2.300% 2.300% 100.000
10/01/2020 916,000 2.300% 2.300% 100.000
10/01/2021 938,000 2.300% 2.300% 100.000
10/01/2022 959,000 2.300% 2.300% 100.000
10/01/2023 981,000 2.300% 2.300% 100.000
10/01/2024 1,004,000 2.300% 2.300% 100.000
10/01/2025 1,027,000 2.300% 2.300% 100.000
10/01/2026 1,050,000 2.300% 2.300% 100.000
10,000,000
Dated Date 02/29/2016
Delivery Date 02/29/2016
First Coupon 04/01/2016
Par Amount 10,000,000.00
Original Issue Discount
Production 10,000,000.00 100.000000%
Underwriter's Discount
Purchase Price 10,000,000.00 100.000000%
Accrued Interest
Net Proceeds 10,000,000.00
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 4
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BOND SUMMARY STATISTICS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Dated Date 02/29/2016
Delivery Date 02/29/2016
First Coupon 04/01/2016
Last Maturity 10/01/2026
Arbitrage Yield 2.300175%
True Interest Cost(TIC) 2.300175%
Net Interest Cost(NIC) 2.300000%
All-In TIC 2.363335%
Average Coupon 2.300000%
Average Life(years) 5.993
Duration of Issue(years) 5.538
Par Amount 10,000,000.00
Bond Proceeds 10,000,000.00
Total Interest 1,378,502.44
Net Interest 1,378,502.44
Bond Years from Dated Date 59,934,888.89
Bond Years from Delivery Date 59,934,888.89
Total Debt Service 11,378,502.44
Maximum Annual Debt Service 1,075,057.00
Average Annual Debt Service 1,074,570.01
Underwriter's Fees(per$1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Par Average Average PV of 1 by
Bond Component Value Price Coupon Life change
Bond Component 10,000,000.00 100.000 2.300% 5.993 5,524.59
10,000,000.00 5.993 5,524.59
All-In Arbitrage
TIC TIC Yield
Par Value 10,000,000.00 10,000,000.00 10,000,000.00
+Accrued Interest
+Premium(Discount)
Underwriter's Discount
Cost of Issuance Expense (34,500.00)
Other Amounts
Target Value 10,000,000.00 9,965,500.00 10,000,000.00
Target Date 02/29/2016 02/29/2016 02/29/2016
Yield 2.300175% 2.363335% 2.300175%
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 5
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FORM 8038 STATISTICS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Dated Date 02/29/2016
Delivery Date 02/29/2016
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component:
10/01/2016 497,000.00 2.300% 100.000 497,000.00 497,000.00
10/01/2017 856,000.00 2.300% 100.000 856,000.00 856,000.00
10/01/2018 876,000.00 2.300% 100.000 876,000.00 876,000.00
10/01/2019 896,000.00 2.300% 100.000 896,000.00 896,000.00
10/01/2020 916,000.00 2.300% 100.000 916,000.00 916,000.00
10/01/2021 938,000.00 2.300% 100.000 938,000.00 938,000.00
10/01/2022 959,000.00 2.300% 100.000 959,000.00 959,000.00
10/01/2023 981,000.00 2.300% 100.000 981,000.00 981,000.00
10/01/2024 1,004,000.00 2.300% 100.000 1,004,000.00 1,004,000.00
10/01/2025 1,027,000.00 2.300% 100.000 1,027,000.00 1,027,000.00
10/01/2026 1,050,000.00 2.300% 100.000 1,050,000.00 1,050,000.00
10,000,000.00 10,000,000.00 10,000,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 10/01/2026 2.300% 1,050,000.00 1,050,000.00
Entire Issue 10,000,000.00 10,000,000.00 5.9935 2.3002%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs(including underwriters'discount) 34,500.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to currently refund prior issues 9,965,500.00
Proceeds used to advance refund prior issues 0.00
Remaining weighted average maturity of the bonds to be currently refunded 4.7806
Remaining weighted average maturity of the bonds to be advance refunded 0.0000
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 6
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FORM 8038 STATISTICS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Water&Wastewater Refunding Revenue Bonds,Series 2009:
BOND 10/01/2016 335,000.00 3.400% 100.000 335,000.00
BOND 10/01/2017 345,000.00 3.400% 100.000 345,000.00
BOND 10/01/2018 360,000.00 3.400% 100.000 360,000.00
BOND 10/01/2019 370,000.00 3.400% 100.000 370,000.00
BOND 10/01/2020 385,000.00 3.400% 100.000 385,000.00
BOND 10/01/2021 395,000.00 3.400% 100.000 395,000.00
BOND 10/01/2022 410,000.00 3.400% 100.000 410,000.00
BOND 10/01/2023 425,000.00 3.400% 100.000 425,000.00
BOND 10/01/2024 440,000.00 3.400% 100.000 440,000.00
BOND 10/01/2025 450,000.00 3.400% 100.000 450,000.00
BOND 10/01/2026 470,000.00 3.400% 100.000 470,000.00
4,385,000.00 4,385,000.00
Water&Wastewater System Refunding Revenue Bonds,Series 2012:
BOND 04/01/2016 351,000.00 2.180% 100.000 351,000.00
BOND 10/01/2016 350,000.00 2.180% 100.000 350,000.00
BOND 04/01/2017 358,000.00 2.180% 100.000 358,000.00
BOND 10/01/2017 358,000.00 2.180% 100.000 358,000.00
BOND 04/01/2018 366,000.00 2.180% 100.000 366,000.00
BOND 10/01/2018 366,000.00 2.180% 100.000 366,000.00
BOND 04/01/2019 374,000.00 2.180% 100.000 374,000.00
BOND 10/01/2019 374,000.00 2.180% 100.000 374,000.00
BOND 04/01/2020 382,000.00 2.180% 100.000 382,000.00
BOND 10/01/2020 382,000.00 2.180% 100.000 382,000.00
BOND 04/01/2021 390,000.00 2.180% 100.000 390,000.00
BOND 10/01/2021 391,000.00 2.180% 100.000 391,000.00
BOND 04/01/2022 399,000.00 2.180% 100.000 399,000.00
BOND 10/01/2022 399,000.00 2.180% 100.000 399,000.00
BOND 04/01/2023 408,000.00 2.180% 100.000 408,000.00
BOND 10/01/2023 408,000.00 2.180% 100.000 408,000.00
6,056,000.00 6,056,000.00
10,441,000.00 10,441,000.00
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Water&Wastewater Refunding Revenue Bonds,Series 2009 02/29/2016 11/24/2009 5.9241
Water&Wastewater System Refunding Revenue Bonds,Series 2012 02/29/2016 05/18/2012 3.9527
All Refunded Issues 02/29/2016 4.7806
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 7
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COST OF ISSUANCE
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Cost of Issuance $/1000 Amount
Bond Counsel Fee 1.30 13,000.00
Bond Counsel Expense 0.05 500.00
Financial Advisor Fee 1.50 15,000.00
Financial Advisor Expense 0.10 1,000.00
Bank Counsel Fee 0.50 5,000.00
3.45 34,500.00
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 8
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BOND DEBT SERVICE
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
04/01/2016 20,444.44 20,444.44
10/01/2016 497,000 2.300% 115,000.00 612,000.00 632,444.44
04/01/2017 109,284.50 109,284.50
10/01/2017 856,000 2.300% 109,284.50 965,284.50 1,074,569.00
04/01/2018 99,440.50 99,440.50
10/01/2018 876,000 2.300% 99,440.50 975,440.50 1,074,881.00
04/01/2019 89,366.50 89,366.50
10/01/2019 896,000 2.300% 89,366.50 985,366.50 1,074,733.00
04/01/2020 79,062.50 79,062.50
10/01/2020 916,000 2.300% 79,062.50 995,062.50 1,074,125.00
04/01/2021 68,528.50 68,528.50
10/01/2021 938,000 2.300% 68,528.50 1,006,528.50 1,075,057.00
04/01/2022 57,741.50 57,741.50
10/01/2022 959,000 2.300% 57,741.50 1,016,741.50 1,074,483.00
04/01/2023 46,713.00 46,713.00
10/01/2023 981,000 2.300% 46,713.00 1,027,713.00 1,074,426.00
04/01/2024 35,431.50 35,431.50
10/01/2024 1,004,000 2.300% 35,431.50 1,039,431.50 1,074,863.00
04/01/2025 23,885.50 23,885.50
10/01/2025 1,027,000 2.300% 23,885.50 1,050,885.50 1,074,771.00
04/01/2026 12,075.00 12,075.00
10/01/2026 1,050,000 2.300% 12,075.00 1,062,075.00 1,074,150.00
10,000,000 1,378,502.44 11,378,502.44 11,378,502.44
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 9
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BOND DEBT SERVICE
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Period
Ending Principal Coupon Interest Debt Service
10/01/2016 497,000 2.300% 135,444.44 632,444.44
10/01/2017 856,000 2.300% 218,569.00 1,074,569.00
10/01/2018 876,000 2.300% 198,881.00 1,074,881.00
10/01/2019 896,000 2.300% 178,733.00 1,074,733.00
10/01/2020 916,000 2.300% 158,125.00 1,074,125.00
10/01/2021 938,000 2.300% 137,057.00 1,075,057.00
10/01/2022 959,000 2.300% 115,483.00 1,074,483.00
10/01/2023 981,000 2.300% 93,426.00 1,074,426.00
10/01/2024 1,004,000 2.300% 70,863.00 1,074,863.00
10/01/2025 1,027,000 2.300% 47,771.00 1,074,771.00
10/01/2026 1,050,000 2.300% 24,150.00 1,074,150.00
10,000,000 1,378,502.44 11,378,502.44
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 10
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SUMMARY OF BONDS REFUNDED
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Water&Wastewater Refunding Revenue Bonds,Series 2009,2009 2:
BOND 10/01/2016 3.400% 335,000.00 02/29/2016 100.000
10/01/2017 3.400% 345,000.00 02/29/2016 100.000
10/01/2018 3.400% 360,000.00 02/29/2016 100.000
10/01/2019 3.400% 370,000.00 02/29/2016 100.000
10/01/2020 3.400% 385,000.00 02/29/2016 100.000
10/01/2021 3.400% 395,000.00 02/29/2016 100.000
10/01/2022 3.400% 410,000.00 02/29/2016 100.000
10/01/2023 3.400% 425,000.00 02/29/2016 100.000
10/01/2024 3.400% 440,000.00 02/29/2016 100.000
10/01/2025 3.400% 450,000.00 02/29/2016 100.000
10/01/2026 3.400% 470,000.00 02/29/2016 100.000
4,385,000.00
Water&Wastewater System Refunding Revenue Bonds,Series 2012,2012:
BOND 04/01/2016 2.180% 351,000.00 02/29/2016 100.000
10/01/2016 2.180% 350,000.00 02/29/2016 100.000
04/01/2017 2.180% 358,000.00 02/29/2016 100.000
10/01/2017 2.180% 358,000.00 02/29/2016 100.000
04/01/2018 2.180% 366,000.00 02/29/2016 100.000
10/01/2018 2.180% 366,000.00 02/29/2016 100.000
04/01/2019 2.180% 374,000.00 02/29/2016 100.000
10/01/2019 2.180% 374,000.00 02/29/2016 100.000
04/01/2020 2.180% 382,000.00 02/29/2016 100.000
10/01/2020 2.180% 382,000.00 02/29/2016 100.000
04/01/2021 2.180% 390,000.00 02/29/2016 100.000
10/01/2021 2.180% 391,000.00 02/29/2016 100.000
04/01/2022 2.180% 399,000.00 02/29/2016 100.000
10/01/2022 2.180% 399,000.00 02/29/2016 100.000
04/01/2023 2.180% 408,000.00 02/29/2016 100.000
10/01/2023 2.180% 408,000.00 02/29/2016 100.000
6,056,000.00
10,441,000.00
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 11
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PRIOR BOND DEBT SERVICE
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Water&Wastewater Refunding Revenue Bonds,Series 2009(2009 2)
Annual
Period Debt Debt
Ending Principal Coupon Interest Service Service
04/01/2016 74,545 74,545
10/01/2016 335,000 3.400% 74,545 409,545 484,090
04/01/2017 68,850 68,850
10/01/2017 345,000 3.400% 68,850 413,850 482,700
04/01/2018 62,985 62,985
10/01/2018 360,000 3.400% 62,985 422,985 485,970
04/01/2019 56,865 56,865
10/01/2019 370,000 3.400% 56,865 426,865 483,730
04/01/2020 50,575 50,575
10/01/2020 385,000 3.400% 50,575 435,575 486,150
04/01/2021 44,030 44,030
10/01/2021 395,000 3.400% 44,030 439,030 483,060
04/01/2022 37,315 37,315
10/01/2022 410,000 3.400% 37,315 447,315 484,630
04/01/2023 30,345 30,345
10/01/2023 425,000 3.400% 30,345 455,345 485,690
04/01/2024 23,120 23,120
10/01/2024 440,000 3.400% 23,120 463,120 486,240
04/01/2025 15,640 15,640
10/01/2025 450,000 3.400% 15,640 465,640 481,280
04/01/2026 7,990 7,990
10/01/2026 470,000 3.400% 7,990 477,990 485,980
4,385,000 944,520 5,329,520 5,329,520
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 12
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PRIOR BOND DEBT SERVICE
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Water&Wastewater System Refunding Revenue Bonds,Series 2012(2012)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
04/01/2016 351,000 2.180% 66,010.40 417,010.40
10/01/2016 350,000 2.180% 62,184.50 412,184.50 829,194.90
04/01/2017 358,000 2.180% 58,369.50 416,369.50
10/01/2017 358,000 2.180% 54,467.30 412,467.30 828,836.80
04/01/2018 366,000 2.180% 50,565.10 416,565.10
10/01/2018 366,000 2.180% 46,575.70 412,575.70 829,140.80
04/01/2019 374,000 2.180% 42,586.30 416,586.30
10/01/2019 374,000 2.180% 38,509.70 412,509.70 829,096.00
04/01/2020 382,000 2.180% 34,433.10 416,433.10
10/01/2020 382,000 2.180% 30,269.30 412,269.30 828,702.40
04/01/2021 390,000 2.180% 26,105.50 416,105.50
10/01/2021 391,000 2.180% 21,854.50 412,854.50 828,960.00
04/01/2022 399,000 2.180% 17,592.60 416,592.60
10/01/2022 399,000 2.180% 13,243.50 412,243.50 828,836.10
04/01/2023 408,000 2.180% 8,894.40 416,894.40
10/01/2023 408,000 2.180% 4,447.20 412,447.20 829,341.60
6,056,000 576,108.60 6,632,108.60 6,632,108.60
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 13
Hilltap5ecurities 4V
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ESCROW REQUIREMENTS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Period Principal
Ending Interest Redeemed Total
02/29/2016 115,567.76 10,441,000.00 10,556,567.76
115,567.76 10,441,000.00 10,556,567.76
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 14
Hilltap5ecurities 4V
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ESCROW REQUIREMENTS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Refunded Bonds(PRIOR)
Period Principal
Ending Interest Redeemed Total
02/29/2016 115,567.76 10,441,000.00 10,556,567.76
115,567.76 10,441,000.00 10,556,567.76
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 15
Hilltap5ecurities 4V
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ESCROW COST
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
02/29/2016 10,556,567.76 10,556,567.76
0 10,556,567.76 10,556,567.76
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 16
Hilltap5ecurities 4V
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ESCROW COST DETAIL
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Purchase Cost of Cash Total
Escrow Date Securities Deposit Escrow Cost
CASH 02/29/2016 591,067.76 591,067.76
BP 02/29/2016 9,965,500.00 9,965,500.00
0 10,556,567.76 10,556,567.76
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 17
Hilltap5ecurities 4V
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ESCROW SUFFICIENCY
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
02/29/2016 10,5 56,567.76 10,5 56,567.76
10,556,567.76 10,556,567.76 0.00
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 18
Hilltap5ecurities 4V
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ESCROW STATISTICS
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
CASH 591,067.76 591,067.76
BP 9,965,500.00 9,965,500.00
10,556,567.76 10,556,567.76 0.00 0.00
Delivery date 02/29/2016
Arbitrage yield 2.300175%
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 19
Hilltap5ecurities 4V
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PROOF OF ARBITRAGE YIELD
City of Edgewater,Florida
Utility Revenue Revenue Bonds,Series 2016
Refunded Bonds: Series 2009&2012
BB&T Rate 2.30%
Preliminary/Subject to Change
Present Value
to 02/29/2016
Date Debt Service @ 2.3001749379%
04/01/2016 20,444.44 20,402.92
10/01/2016 612,000.00 603,812.73
04/01/2017 109,284.50 106,596.55
10/01/2017 965,284.50 930,837.03
04/01/2018 99,440.50 94,801.53
10/01/2018 975,440.50 919,362.06
04/01/2019 89,366.50 83,271.10
10/01/2019 985,366.50 907,718.24
04/01/2020 79,062.50 72,004.15
10/01/2020 995,062.50 895,923.86
04/01/2021 68,528.50 60,999.42
10/01/2021 1,006,528.50 885,756.39
04/01/2022 57,741.50 50,235.42
10/01/2022 1,016,741.50 874,512.95
04/01/2023 46,713.00 39,721.64
10/01/2023 1,027,713.00 863,962.75
04/01/2024 35,431.50 29,447.37
10/01/2024 1,039,431.50 854,056.33
04/01/2025 23,885.50 19,402.55
10/01/2025 1,050,885.50 843,943.78
04/01/2026 12,075.00 9,586.92
10/01/2026 1,062,075.00 833,644.29
11,378,502.44 10,000,000.00
Proceeds Summary
Delivery date 02/29/2016
Par Value 10,000,000.00
Target for yield calculation 10,000,000.00
Feb 2,2016 3:15 pm Prepared by Hilltop Securities Inc.(LSE) (Finance 7.012 Edgewater,City of,FLEDGE WS-16REF 2,16REF 2) Page 20
RESOLUTION NO. 2016-R-07
FIRST SUPPLEMENTAL RESOLUTION
A FIRST SUPPLEMENTAL RESOLUTION OF THE CITY OF
EDGEWATER, FLORIDA (THE "ISSUER") AMENDING AND
SUPPLEMENTING THAT CERTAIN MASTER UTILITY
SYSTEM REVENUE BOND RESOLUTION (NO. 2016-R-04),
ADOPTED BY THE CITY COUNCIL OF THE ISSUER ON
JANUARY 4, 2016 (THE "MASTER RESOLUTION");
AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM
REFUNDING REVENUE NOTE, SERIES 2016 IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $10,000,000,
THE PROCEEDS OF WHICH WILL BE USED TO REFUND
ALL OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE
ISSUER'S WATER AND WASTEWATER SYSTEM
REFUNDING REVENUE BOND, SERIES 2009 AND ITS
WATER AND WASTEWATER SYSTEM REFUNDING
REVENUE BOND, SERIES 2012 (COLLECTIVELY, THE
"REFUNDED DEBT") AND PAY CERTAIN COSTS OF
ISSUANCE ASSOCIATED WITH THE SERIES 2016 NOTE;
PROVIDING THAT THE SERIES 2016 NOTE SHALL BE A
LIMITED OBLIGATION OF THE ISSUER PAYABLE FROM
PLEDGED FUNDS OF THE SYSTEM; PROVIDING FOR THE
RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER
OF THE SERIES 2016 NOTE; DESIGNATING THE SERIES
2016 NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION
WITHIN THE MEANING OF THE INTERNAL REVENUE TAX
CODE; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER
FLORIDA:
Section 1: Authority for this Resolution. This Resolution is enacted pursuant to the
provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Part
II, Florida Statutes, the Charter of the City of Edgewater, Florida, and other applicable provisions
of law. This Resolution shall constitute a Supplemental Resolution, as defined in the Master
Resolution (defined herein).
Section 2: Definitions. Capitalized terms used herein but not defined shall have the
respective meanings set forth in the Master Resolution in effect as of the date hereof. In addition,
the following words and phrases shall have the following meanings when used herein:
1
4826-2938-8334.4
43699/0007
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Lender is closed.
"City Attorney"shall mean the City Attorney or assistant City Attorney of the Issuer.
"City Manager" shall mean the City Manager or assistant, deputy, interim or acting City
Manager of the Issuer.
"Clerk" shall mean the City Clerk or assistant or deputy City Clerk of the Issuer, or such
other person as may be duly authorized by the City Council of the Issuer to act on his or her
behalf.
"Default Rate" shall mean the interest rate on the Series 2016 Note, plus two percent
(2%)per annum.
"Event of Default" shall mean any Event of Default as set forth in Section 18 of the
Master Resolution.
"Finance Director" shall mean the Finance Director of the Issuer, or any assistant or
deputy Finance Director of the Issuer.
"Interest Payment Date" shall mean each April 1 and October 1, commencing April 1,
2016, the Maturity Date and any other date on which the Series 2016 Note is prepaid in
accordance with this Resolution.
"Lender"means Branch Banking and Trust Company and its successors and assigns.
"Master Resolution" means that certain Master Utility System Revenue Bond Resolution
(No. 2016-R-04), adopted by the City Council of the Issuer on January 4, 2016, as the same may
be amended and supplemented from time to time in accordance with its terms or the terms of any
applicable supplemental resolution. The Master Resolution is hereby incorporated by reference
into the body of this Resolution as if set forth herein.
"Maturity Date"means October 1, 2026 or such other date as specified in the Series 2016
Note.
"Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the
Vice Mayor of the Issuer or such other person as may be duly authorized by the City Council of
the Issuer to act on his or her behalf.
"Owner"means the Person in whose name the Series 2016 Note shall be registered on the
books of the Issuer kept for that purpose in accordance with provisions of this Resolution. The
initial Owner is the Lender.
2
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"Pledged Funds"shall have the meaning set forth in the Master Resolution.
"Principal Office"means, with respect to the Lender, the office located at 5130 Parkway
Plaza Blvd., Building No. 9, Charlotte, North Carolina 28217, or such other office as the Lender
may designate to the Issuer in writing.
"Refunded Debt" means all of the outstanding principal amount of each of the Series
2009 Bond and the Series 2012 Bond.
"Refunding" means, collectively, the current refunding of the Refunded Debt and the
payment of certain costs of issuance associated with the issuance of the Series 2016 Note.
"Resolution" means this Resolution, including any attachments, exhibits, amendments
and supplements thereto.
"Series 2009 Bond" means that certain City of Edgewater, Florida Water and Wastewater
System Refunding Revenue Bond, Series 2009.
"Series 2012 Bond"means that certain City of Edgewater, Florida Water and Wastewater
System Refunding Revenue Bond, Series 2012.
"Series 2016 Note" means the Utility System Refunding Revenue Note, Series 2016 of
the Issuer authorized by Section 4 hereof.
"State"means the State of Florida.
"System" shall have the meaning set forth in the Master Resolution.
Section 3: Findings.
(A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is
necessary for the continued preservation of the health, welfare, convenience and safety of the
Issuer and its inhabitants to issue the Series 2016 Note for the purpose of refunding the Refunded
Debt and realizing debt service savings on the Refunded Debt in comparison to the Series 2016
Note. Issuance of the Series 2016 Note to refund the Refunded Debt satisfies a paramount public
purpose.
(B) The Issuer has authorized the issuance of Bonds pursuant to the Master Resolution
in order to finance and refinance the costs of certain improvements to its System.
3
(C) This Resolution shall constitute a "Supplemental Resolution" as such term is used
in the Master Resolution and the Series 2016 Note shall constitute "Bonds" as such term is used
in the Master Resolution.
(D) Debt service on the Series 2016 Note will be payable from Pledged Funds on a
parity basis to any Additional Parity Bonds issued hereafter from time to time by the Issuer under
the Master Resolution. The Pledged Funds will be sufficient to pay the principal, premium, if
any, and interest on the Series 2016 Note herein authorized, as the same become due, and to
make all deposits required by the Master Resolution and this Resolution.
(E) The Issuer has received an offer from the Lender to purchase the Series 2016
Note.
(F) In consideration of the purchase and acceptance of the Series 2016 Note
authorized to be issued hereunder by those who shall be the Owner thereof from time to time
(including, but not limited to the Lender), this Resolution shall constitute a contract between the
Issuer and the Owner.
Section 4: Authorization of Series 2016 Note;Amendments. Subject and pursuant to the
provisions of this Resolution and the Master Resolution, an obligation of the Issuer to be known
as City of Edgewater, Florida Utility System Refunding Revenue Note, Series 2016 (the "Series
2016 Note") is hereby authorized to be issued under and secured by this Resolution and the
Master Resolution, in the principal amount of not to exceed $10,000,000 for the purpose of
providing funds for the Refunding. The holder of the Series 2009 Bond has waived its
prepayment penalty. The holder of the Series 2012 Bond, the Lender, has waived its prepayment
penalty, provided it is the initial Owner of the Series 2016 Note. Because of the characteristics of
the Series 2016 Note and prevailing market conditions, it is in the best interest of the Issuer to
accept the offer of the Lender to purchase the Series 2016 Note at a private negotiated sale in
accordance with the Commitment of the Lender attached hereto as Exhibit "A" (the
"Commitment'. Prior to the issuance of the Series 2016 Note, the Issuer shall receive from the
Lender a Lender's Certificate, the form of which is attached hereto as Exhibit "B" and the
Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a
form of which is attached hereto as Exhibit"C".
The Issuer shall comply with the representations, warranties and covenants set forth in the
Master Resolution, including, but not limited to the covenants set forth in Section 16 thereof, and
in particular, Section 16.0 (Rate Resolution) and Section 16.N (Issuance of Additional Parity
Bonds) thereof, provided however, that during any period that any amount remains Outstanding
with respect to the Series 2016 Note, the Issuer covenants and agrees for the benefit of the
Lender that (1) the required percentage set forth in Section I 6C.(I)(c) of the Master Resolution is
hereby amended to read one-hundred fifteen per cent (115%) instead of one-hundred ten percent
(110%) and (2) the required coverage set forth in Section 16N.(1)(c) of the Master Resolution is
hereby amended to read 1.15 times instead of 1.10 times. Except as amended herein, the terms
and provisions of the Master Resolution, and in particular, Section I 6C.(I)(c) and Section
16N.(1)(c) thereof, shall remain the same.
4
Section 5: Description of Series 2016 Note. The Series 2016 Note shall be a term bond,
shall be dated the date of its execution and delivery, which shall be a date agreed upon by the
Issuer and the Lender, and shall have such other terms and provisions, principal and interest
payment terms, Amortization Installments, maturity date, interest rate adjustments and
prepayment provisions as stated herein and/or in the form of the Series 2016 Note attached hereto
as Exhibit "D", the terms and provisions of which are hereby incorporated by reference into the
body of this Resolution; provided, however, that the final maturity of the Series 2016 Note shall
not be in excess of the Maturity Date and the Series 2016 Note shall bear interest at an annual
fixed interest rate as described in the Commitment, subject to adjustment as described herein.
The authorized denomination of the Series 2016 Note is the principal amount outstanding. The
Reserve Requirement for the Series 2016 Note is $0.
The Series 2016 Note shall be in substantially the form set forth in Exhibit D attached
hereto, together with such changes in compliance with this Resolution as shall be approved by
the Mayor and the Finance Director, such approval to be conclusively evidenced by the execution
thereof by the Mayor. The Series 2016 Note shall be executed on behalf of the Issuer with the
manual or facsimile signature of the Mayor and be attested and countersigned with the manual or
facsimile signature of the City Clerk. In case any one or more of the officers who shall have
signed the Series 2016 Note or whose facsimile signature shall appear thereon shall cease to be
such officer of the Issuer before the Series 2016 Note so signed has been actually sold and
delivered, such Series 2016 Note may nevertheless be sold and delivered as herein provided and
may be issued as if the person who signed such Series 2016 Note had not ceased to hold such
office. The Series 2016 Note may be signed on behalf of the Issuer by such person who at the
actual time of the execution of such Series 2016 Note shall hold the proper office of the Issuer,
although, at the date of such Series 2016 Note, such person may not have held such office or may
not have been so authorized. The Issuer may adopt and use for such purposes the facsimile
signatures of any such persons who shall have held such offices at any time after the date of the
adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such
office at the time the Series 2016 Note shall be actually sold and delivered.
Section 6: Registration and Exchange of Series 2016 Note; Persons Treated as Owner.
The Series 2016 Note is initially registered to the Lender. So long as the Series 2016 Note shall
remain unpaid, the Clerk will keep books for the registration and transfer of the Series 2016
Note. The Series 2016 Note shall be transferable only upon such registration books.
The Person in whose name the Series 2016 Note shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of principal, premium, if
any, and interest on such Series 2016 Note shall be made only to or upon the written order of the
Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Series 2016 Note to the extent of the sum or sums so paid.
Section 7: Payment of Principal and Interest; Limited Obligation. The Issuer promises
that it will promptly pay the principal of, premium, if any, and interest on the Series 2016 Note at
the place, on the dates and in the manner provided therein according to the true intent and
5
meaning hereof and thereof. The Series 2016 Note shall not be or constitute a general obligation
or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the
Constitution of Florida, but shall be payable solely from the Pledged Funds on a parity basis to
the payment of any Additional Parity Bonds hereafter issued under the Master Resolution in
accordance with the terms hereof and thereof. No holder of any Series 2016 Note issued
hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay
such Series 2016 Note, or be entitled to payment of such Series 2016 Note from any funds of the
Issuer except from the lien on Pledged Funds as described herein and in the Master Resolution.
Section 8: Prepayment. Upon at least 5 Business Days' notice in writing, the Series
2016 Note shall be subject to prepayment at the option of the Issuer in whole, but not in part, on
any Interest Payment Date at a price equal to the principal amount thereof to be prepaid, plus a
prepayment penalty equal to one percent (1%) of the principal amount of the Series 2016 Note to
be prepaid, plus accrued interest to the date fixed for prepayment.
Section 9: Pledge of and Lien on Pledged Funds. The Issuer does hereby pledge and
grant a lien on and security interest in the Pledged Funds to and for the express benefit of the
holders from time to time of the Series 2016 Note (including but not limited to the Lender), in
such amounts and at such times as shall be sufficient to pay principal, premium, if any, of and
interest on and all other amounts due and owing under the Series 2016 Note as the same shall
become due and payable, all in accordance with the terms of Section 15 of the Master Resolution
and on parity with any Additional Parity Bonds hereafter issued and outstanding under the
Master Resolution.
Section 10. Application of Proceeds of Series 2016 Note. The proceeds derived from the
sale of the Series 2016 Note shall be applied to the Refunding. Such proceeds shall not be
available to secure the repayment of or pay the Series 2016 Note, but shall be applied solely for
the Refunding.
Section 11: Tax Covenant. The Issuer covenants to the Owner of the Series 2016 Note
provided for in this Resolution that the Issuer will not make any use of the proceeds of the Series
2016 Note, at any time during the term of the Series 2016 Note, which, if such use had been
reasonably expected on the date the Series 2016 Note was issued, would have caused such Series
2016 Note to be "arbitrage bonds" within the meaning of the Tax Code. The Issuer will comply
with the requirements of the Tax Code and any valid and applicable rules and regulations
promulgated thereunder and shall take such actions as are necessary (or refrain from such
actions) to ensure: (a) the exclusion of interest on the Series 2016 Note from the gross income of
the holders thereof for purposes of federal income taxation, and (b) the continued treatment of
the Series 2016 Note as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Tax
Code.
Section 12: Amendment. The Master Resolution and this Resolution shall not be
modified or amended in any respect subsequent to the issuance of the Series 2016 Note except
6
with the written consent of the Owner of the Series 2016 Note, which consent shall not be
unreasonably withheld.
Section 13: Limitation of Ris hts. With the exception of any rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Series
2016 Note is intended or shall be construed to give to any Person other than the Issuer and the
Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or
any covenants, conditions and provisions herein contained; this Resolution and all of the
covenants, conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the Issuer and the Owner.
Section 14: Series 2016 Note Mutilated, Destroyed, Stolen or Lost. In case the Series
2016 Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and
deliver a new Series 2016 Note of like tenor as the Series 2016 Note so mutilated, destroyed,
stolen or lost, in exchange and in substitution for such mutilated Series 2016 Note, or in lieu of
and in substitution for the Series 2016 Note destroyed, stolen or lost and upon the Owner
furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the
Issuer and complying with such other reasonable regulations and conditions as the Issuer may
prescribe and paying such expenses as the Issuer may incur. The Series 2016 Note so
surrendered shall be canceled.
Section 15: Impairment of Contract. The Issuer covenants with the Owner of the Series
2016 Note that it will not, without the written consent of the Owner of the Series 2016 Note,
enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner
adverse to the Owner the rights granted to the Owner of the Series 2016 Note hereunder or under
the Master Resolution.
Section 16: Budget and Financial Information. The Issuer shall provide the Owner of
the Series 2016 Note with:
(A) a copy of its annual audited financial statements (together with any and all
accompanying auditors' letters or opinions) within 180 days of the end of its fiscal year;
(B) a copy of its annual budget within 60 days of the end of its fiscal year;
(C) copies of government audits and inspections related to the System, the Pledged
Funds or otherwise associated with any Bonds issued under the Master Resolution as the Owners
of the Series 2016 Note may reasonably request from time to time;
(D) information regarding the Issuer or the Series 2016 Note that is provided to any
credit rating agencies also shall be provided to the Owner of the Series 2016 Note;
(E) copies of any current or future ISDA or swap documentation with respect to
Bonds issued under the Master Resolution; and
7
(F) written notice to the Owner of the Series 2016 Note of any defaults, material
litigation or material governmental proceedings or action which, if determined adversely to the
Issuer, would materially adversely affect the security for the payment of the Series 2016 Note.
The annual audited financial statements for each fiscal year of the Issuer referenced in Section
16(A) above shall be: (i) prepared in accordance with applicable law and generally accepted
accounting principles and audited by an independent certified public accountant; and (ii)
accompanied by a certificate of compliance, signed by the Finance Director or other responsible
officer of the Issuer, which sets forth calculations of each of the financial covenants set forth in
Section 16.0 of the Master Resolution. All accounting terms not specifically defined or specified
herein shall have the meanings attributed to such terms under generally accepted accounting
principles as in effect from time to time, consistently applied.
Section 17: Remedies of Series 2016 Owner upon an Event o fe ault. In addition to the
provisions of the Master Resolution, upon the occurrence and during the continuation of any
Event of Default, the Owner of any Series 2016 Note may: (1) declare the current Outstanding
principal amount of the Series 2016 Note, together with any accrued but unpaid interest on the
Series 2016 Note and any unpaid costs, fees and expenses due and owing to the Owner, to be due
and payable immediately; and (2) in addition to any other remedies set forth in the Master
Resolution, this Resolution or the Series 2016 Note, either at law or in equity, by suit, action,
mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any
and all rights under the laws of the State, and may enforce and compel the performance of all
duties required by the Series 2016 Note, the Master Resolution, this Resolution, or by any
applicable statutes to be performed by the Issuer or by any officer thereof. In addition, any
amounts due hereunder or under the Series 2016 Note not paid when due shall bear interest at the
Default Rate from and after five (5) days after the date due.
Section 18: Severability. If any provision of this Resolution shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not
affect any other provision herein or render any other provision (or such provision in any other
context) invalid, inoperative or unenforceable to any extent whatever.
Section 19: Business Days. In any case where the due date of interest on or principal of
a Series 2016 Note is not a Business Day, then payment of such principal or interest need not be
made on such date but may be made on the next succeeding Business Day, provided that credit
for payments made shall not be given until the payment is actually received by the Owner.
Section 20: Applicable Provisions of Law. This Resolution shall be governed by and
construed in accordance with the laws of the State.
Section 21: Rules of Interpretation. Unless expressly indicated otherwise, references to
sections or articles are to be construed as references to sections or articles of this instrument as
originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to this Resolution and not solely to the particular
portion in which any such word is used.
8
Section 22: Captions. The captions and headings in this Resolution are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Resolution.
Section 23: Members of the City Council of the Issuer Exempt from Personal Liability.
No recourse under or upon any obligation, covenant or agreement of this Resolution or a Series
2016 Note or for any claim based thereon or otherwise in respect thereof, shall be had against any
member of the City Council of the Issuer, as such, of the Issuer, past, present or future, either
directly or through the Issuer it being expressly understood (a) that no personal liability
whatsoever shall attach to, or is or shall be incurred by, the members of the City Council of the
Issuer, as such, under or by reason of the obligations, covenants or agreements contained in this
Resolution or implied therefrom, and (b) that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such rights and claims
against, every such member of the City Council of the Issuer, as such, are waived and released as
a condition of, and as a consideration for the issuance of the Series 2016 Note, on the part of the
Issuer.
Section 24: Authorizations. The Mayor and any member of the City Council, the City
Manager, the Finance Director, the City Attorney, the City Clerk and such other officials and
employees of the Issuer as may be designated by the Issuer are each designated as agents of the
Issuer in connection with the issuance and delivery of the Series 2016 Note and are authorized
and empowered, collectively or individually, to take all action and steps and to execute all
instruments, documents, and contracts on behalf of the Issuer (including, but not limited to, the
Series 2016 Note) that are necessary or desirable in connection with the execution and delivery of
the Series 2016 Note, and which are specifically authorized or are not inconsistent with the terms
and provisions of this Resolution.
Section 25: Bank Qualified Designation. The Issuer hereby designates the Series 2016
Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Tax
Code. The Issuer and any subordinate entities of the Issuer and any issuer of"tax-exempt" debt
that issues "on behalf of the Issuer do not reasonably expect during the calendar year 2016 to
issue more than $10,000,000 of "tax-exempt" obligations including the Series 2016 Note,
exclusive of any private activity bonds as defined in Section 141(a) of the Tax Code (other than
qualified 501(c)(3)bonds as defined in Section 145 of the Tax Code).
Section 26: Payment of Certain Fees and Expenses. The Issuer agrees to pay the
following amounts to the following Persons:
(A) to the Lender: (1) reasonable costs, fees (which shall be based upon the Lender's
then current fee schedule, as applicable) and expenses charged by the Lender or its counsel in
connection with the administration or enforcement of the Series 2016 Note or its rights under the
Master Resolution or this Resolution, or for any other action by the Lender regarding the Series
2016 Note, this Resolution or the Master Resolution; and (2) upon the occurrence or
implementation of a change in any laws, rules, guidelines, accounting principles or regulations
9
(or their interpretation, implementation or administration) which shall increase the cost to the
Lender, or its parent companies, of owning the Series 2016 Note or decrease the return to the
Lender, a fee in an amount as is necessary to compensate it or its parent companies for such
increased costs or decreased return; and
(B) to the Lender, a fee of $5,000 for its credit review fee and counsel fee in
connection with the issuance of the Series 2016 Note.
Section 27: No Third Party Beneficiaries. Except such other persons as may be
expressly described in this Resolution or in the Series 2016 Note, nothing in this Resolution or in
the Series 2016 Note, expressed or implied, is intended or shall be construed to confer upon any
person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under
and by reason of this Resolution, or any provision thereof, or of the Series 2016 Note, all
provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer
and the persons who shall from time to time be the Owner.
Section 28: Waiver of Jury Trial; Venue. The Issuer agrees that any suit, action or
proceeding, whether claim or counterclaim, brought or instituted by the Issuer or the Owner of
the Series 2016 Note or any successor or assign of such Persons, on or with respect to this
Resolution, the Master Resolution, the Series 2016 Note or the dealings of the parties with
respect hereto, shall be tried only by a court and not by a jury. THE ISSUER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Issuer hereby
irrevocably consents to the personal jurisdiction of the state and federal courts located in Volusia
County, Florida, in any action, or proceeding arising out of or in connection with this Resolution,
the Master Resolution or the Series 2016 Note, any related documents, or the rights and
obligations of the parties hereunder.
Section 29: Governing Law. This Resolution, the Master Resolution and the Series
2016 Note and the rights, duties and obligations of the Issuer hereunder and thereunder shall be
governed and construed in accordance with the laws of the State.
Section 30: Effective Date. This Resolution shall be in full force and take effect upon
the date of the issuance of the Series 2016 Note.
10
ADOPTED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA,
this 25th day of February, 2016.
(SEAL) CITY OF EDGEWATER, FLORIDA
By:
Michael Ignasiak, Mayor
ATTESTED AND COUNTERSIGNED:
Robin L. Matusick, City Clerk/Paralegal
APPROVED AS TO FORM:
City Attorney
11
EXHIBIT "A"
COMMITMENT LETTER
EXHIBIT `B"
FORM OF LENDER'S CERTIFICATE
This is to certify that Branch Banking and Trust Company (the "Lender") has not required the
City of Edgewater, Florida (the "Issuer") to deliver any offering document and has conducted its own
investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs
or conditions (either financial or otherwise) of the Issuer in connection with the issuance of the
$10,000,000 City of Edgewater, Florida, Utility System Refunding Revenue Note, Series 2016 (the
"Series 2016 Note") and no inference should be drawn that the Lender, in the acceptance of the Series
2016 Note, is relying on Broad and Cassel ("Series 2016 Note Counsel") or Doran, Sims, Wolfe &
Ciocchetti ("City Attorney") as to any such matters other than the legal opinions rendered by Series
2016 Note Counsel and by the City Attorney. Any capitalized undefined terms used herein not
otherwise defined shall have the meaning set forth in Resolution No. 2016-R-04, duly adopted by the
Issuer on January 4, 2016, as amended and supplemented from time to time, and in particular, as
amended and supplemented by Resolution No. 2016-R-07, duly adopted by the Issuer on February 25,
2016 (collectively, the "Resolution").
We acknowledge and understand that the Resolution is not being qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the
exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1),
Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Series 2016
Note Counsel nor the City Attorney shall have any obligation to effect any such registration or
qualification.
We are not acting as a broker or other intermediary, and are purchasing the Series 2016 Note
as an investment for our own account and not with a present view to a resale or other distribution to
the public.
We are not purchasing the Series 2016 Note for the direct or indirect promotion of any scheme
or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes.
Neither we nor any of our affiliates shall act as a fiduciary for the Issuer or in the capacity of
broker, dealer, municipal securities underwriter or municipal advisor with respect to the proposed
issuance of the Series 2016 Note. Neither we nor any of our affiliates has provided, and will not
provide, financial, legal, tax, accounting or other advice to or on behalf of the Issuer with respect to
the proposed issuance of the Series 2016 Note. The Issuer has represented to us that it has sought and
obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing,
terms and similar matters) with respect to the proposed issuance of the Series 2016 Note from its
financial, legal and other advisors (and not us or any of our affiliates) to the extent that the Issuer
desired to obtain such advice.
DATED this 291h day of February, 2016.
BRANCH BANKING AND TRUST
COMPANY
By:
Name: Andrew G. Smith
Title: Senior Vice President
EXHIBIT "C"
FORM OF DISCLOSURE LETTER
The undersigned, as lender, proposes to negotiate with the City of Edgewater, Florida (the
"Issuer") for the private purchase of its City of Edgewater, Florida, Utility System Refunding Revenue
Note, Series 2016 in the principal amount of $10,000,000 (the "Series 2016 Note"). Prior to the
award of the Series 2016 Note, the following information is hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to be
incurred for services rendered to us (the 'Bank") in connection with the issuance of the Series 2016
Note (such fees and expenses to be paid by the Issuer):
Bank Credit Review Fee: $500
Bank Counsel Fees: $4,500 (Edwards Cohen)
2. (a) No fee, bonus or other compensation is estimated to be paid by the Bank in
connection with the issuance of the Series 2016 Note to any person not regularly employed or retained
by the Bank(including any "finder" as defined in Section 218.386(1)(a), Florida Statutes).
(b) No person has entered into an understanding with the Bank, or to the knowledge of
the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly
or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or
to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series
2016 Note.
3. The amount of the underwriting spread expected to be realized by the Bank on the
Series 2016 Note is $0.
4. The management fee to be charged by the Bank on the Series 2016 Note is $0.
5. Truth-in-Bonding Statement:
The Series 2016 Note is being issued to currently refund the Refunded Debt (as defined in the
hereinafter described Resolution), and to pay related costs of issuance in connection therewith.
Unless earlier redeemed, the Series 2016 Note is expected to be repaid by October 1, 2026. At
an annual interest rate of 2.3%, total interest paid over the life of the Series 2016 Note is estimated to
equal $1,378,502.44.
The Series 2016 Note will be payable solely from Pledged Funds deposited and applied as
described in Resolution No. 2016-R-04, duly adopted by the Issuer on January 4, 2016, as amended
and supplemented from time to time, and in particular, as amended and supplemented by Resolution
No. 2016-R-07, duly adopted by the Issuer on February 25, 2016 (collectively, the "Resolution"). See
the Resolution for definitions of Pledged Funds and Refunded Debt. Issuance of the Series 2016 Note
is estimated to result in a maximum of approximately $1,075,057 of Pledged Funds of the Issuer not
being available to finance other services of the Issuer each year during the life of the Series 2016
Note.
6. The name and address of the Bank is as follows:
Branch Banking and Trust Company
5130 Parkway Plaza Blvd., Building No. 9
Charlotte, NC 28217
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Bank
this 291h day of February 2016.
BRANCH BANKING AND TRUST
COMPANY
By:
Name: Andrew G. Smith
Title: Senior Vice President
EXHIBIT "D"
FORM OF SERIES 2016 NOTE
February 29, 2016 S10,000,000
CITY OF EDGEWATER, FLORIDA
UTILITY SYSTEM REFUNDING REVENUE NOTE, SERIES 2016
Maturity Date: October 1, 2026
KNOW ALL MEN BY THESE PRESENTS that the City of Edgewater, Florida(the "Issuer"),
a municipal corporation created and existing pursuant to the Constitution and the laws of the State of
Florida, for value received, promises to pay from the sources hereinafter provided, to the order of
Branch Banking and Trust Company, or registered assigns (hereinafter, the "Owner"), the principal
sum of $10,000,000 on the dates as hereinafter described, together with interest on the principal
balance at the annual interest rate of 2.30%, subject to adjustment as hereinafter described.
Principal of, premium, if any, and interest on this Series 2016 Note is payable in lawful money
of the United States of America at such place as the Owner may designate to the Issuer in writing.
Interest on this Series 2016 Note shall be paid semiannually on each April 1 and October 1,
commencing on April 1, 2016, based upon a 360 day year consisting of twelve 30 day months.
Principal on this Series 2016 Note shall be payable to the Owner in Amortization Installments as
hereinafter described annually on each October 1 and on the Maturity Date, commencing on October
1, 2016. All principal payments shall be made in accordance with the principal amortization schedule
attached hereto as Exhibit"A".
The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall
be due and payable in full on the Maturity Date.
Prepayment
Upon at least 5 Business Days' notice in writing, this Series 2016 Note shall be subject to
prepayment at the option of the Issuer in whole, but not in part, on any Interest Payment Date at a
price equal to the principal amount thereof to be prepaid, plus a prepayment penalty equal to one
percent (1%) of the principal amount of the Series 2016 Note to be prepaid, plus accrued interest to
the date fixed for prepayment.
Other Provisions Generally Applicable
If any date for the payment of principal and interest hereon shall fall on a day which is not a
Business Day, the payment due on such date shall be due on the next succeeding day which is a
Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the
Owner.
All payments by the Issuer pursuant to this Series 2016 Note shall apply first to accrued
interest, then to other charges due the Owner, and the balance thereof shall apply to principal. The
authorized denomination of this Series 2016 Note is the amount outstanding.
THIS SERIES 2016 NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF
THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR
CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER
OF THIS SERIES 2016 NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT TO
REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE
ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS SERIES 2016 NOTE OR THE
MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE HEREINAFTER
DESCRIBED RESOLUTION.
This Series 2016 Note is issued pursuant to Article VIII, Section 2 of the Constitution of the
State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the Issuer and Resolution No.
2016-R-04, duly adopted by the Issuer on January 4, 2016, as amended and supplemented from time
to time, and in particular, as amended and supplemented by Resolution No. 2016-R-07, adopted by
the Issuer on February 25, 2016 (herein collectively referred to as the "Resolution"), and is subject to
all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution
including, without limitation, remedies in the Event of Default are by this reference thereto
incorporated herein as a part of this Series 2016 Note. Payment of this Series 2016 Note is secured by
Pledged Funds. Terms used herein in capitalized form and not otherwise defined herein shall have
the meanings ascribed thereto in the Resolution.
This Series 2016 Note may be exchanged or transferred by the Owner hereof but only upon
the registration books maintained by the Issuer and in the manner provided in the Resolution.
It is hereby certified, recited and declared that all acts, conditions and prerequisites required to
exist, happen and be performed precedent to and in connection with the execution, delivery and the
issuance of this Series 2016 Note do exist, have happened and have been performed in due time, form
and manner as required by law, and that the issuance of this Series 2016 Note is in full compliance
with and does not exceed or violate any constitutional or statutory limitation.
If (i) the interest on this Series 2016 Note becomes includable in the gross income of the
Owner for Federal income tax purposes (an "Event of Taxability") because of any amendments to
existing law which would adversely affect the Owner's after-tax yield, or (ii) this Series 2016 Note
shall not be "a qualified tax exempt obligation" as defined in Section 265(b)(3) of the Internal
Revenue Service Tax Code of 1986, as amended (the "Tax Code"), then the Owner shall have the
right to adjust the interest rate with the same after-tax yield as if the events in (i) or (ii) had not
occurred. This adjustment shall survive payment of this Series 2016 Note until such time as the
federal statute of limitations under which the interest on this Series 2016 Note could be declared
taxable under the Tax Code shall have expired.
For so long as this Series 2016 Note is owned by the Owner, the interest rate set forth above
assumes a maximum corporate tax rate of 35%. In the event of a change in the maximum corporate
tax rate, so long as this Series 2016 Note is owned by the Owner, or its successors and assigns, the
Owner shall have the right to adjust such interest rate in order to maintain the same after-tax yield.
The interest rate on this Series 2016 Note may also subject to adjustment in accordance with
the terms of the Resolution.
IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Series 2016 Note to
be executed in its name by the manual signature of its Mayor, and attested by the manual signature of
its City Clerk, all as of this 291h day of February, 2016.
CITY OF EDGEWATER, FLORIDA
By:
Michael Ignasiak, Mayor
ATTESTED AND COUNTERSIGNED:
Robin L. Matusick, City Clerk/Paralegal
CERTIFICATE OF AUTHENTICATION OF 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 Register maintained at the principal offices of the undersigned.
City Clerk of the City of Edgewater, as
Registrar
Authorized Signature
Date of Authentication
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 Note and all rights thereunder, and hereby irrevocably constitutes and appoint
(the "Transferor") as attorney to
register the transfer of the within Note 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 Note 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 Note 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.
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 UNIF GIF MIN ACT -
common (Cust.)
TEN ENT as tenants by the Custodian for
(Minor)
JT TEN as j oint tenants with under Uniform Gifts to Minors Act
right of survivor- of
ship and not as (State)
tenants in common
Additional abbreviations may also be used though not in list above.
EXHIBIT A
Principal Amortization Schedule
Payment Date Amortization
(October Ij Installment