2017-R-08 RESOLUTION NO. 2017-R-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER, FLORIDA, AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
WITH AMERIS BANK TO PROVIDE THE CITY WITH A
LOAN IN THE PRINCIPAL AMOUNT OF $3,436,000 TO
FINANCE CERTAIN ACQUISITIONS AND CAPITAL
IMPROVEMENTS CONSISTING OF THE ENGINEERING,
PERMITTING, CONSTRUCTION, EXPANSION, AND
RENOVATION OF CITY RECREATIONAL AREAS,
FACILITIES AND PARKS, INCLUDING BUT NOT
LIMITED TO, WALKING TRAILS, PLAYGROUNDS,
SPLASH PARKS, SKATE PARKS AND RELATED
AMENITIES SUCH AS RESTROOMS AND PAVED
PARKING AREAS; AUTHORIZING THE ISSUANCE OF A
GENERAL OBLIGATION NOTE IN THE PRINCIPAL
AMOUNT OF $3,436,000 TO SECURE THE REPAYMENT
OF SAID LOAN; PROVIDING FOR PAYMENT OF
PRINCIPAL AND INTEREST ON SAID NOTE FROM AD
VALOREM TAXATION ON ALL TAXABLE PROPERTY
IN THE CITY OF EDGEWATER, FLORIDA;
REAFFIRMING THE LEVY OF SUCH AD VALOREM
TAX; DESIGNATING THE NOTE AS A QUALIFIED TAX-
EXEMPT OBLIGATION WITHIN THE MEANING OF THE
INTERNAL REVENUE CODE; MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH SAID LOAN; PROVIDING
GENERAL AUTHORITY AND PROVIDING 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
adopted pursuant to the authority of Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law(collectively,the"Act").
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared:
(A)The City of Edgewater, Florida (the "City"), deems it necessary,
desirable and in the best interests of the City that the City undertake those certain
acquisitions and capital improvements which will be financed with the proceeds of the
Note, consisting of the engineering, permitting, construction, expansion, and renovation
of City recreational areas, facilities and parks, including but not limited to, walking trails,
playgrounds, splash parks, skate parks and related amenities such as restrooms and paved
parking areas (the "Project").
4827-3597.1139.2
4369910008 MS ks
RESOLUTION NO. 2017-R-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER, FLORIDA, AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
WITH AMERIS BANK TO PROVIDE THE CITY WITH A
LOAN IN THE PRINCIPAL AMOUNT OF $3,436,000 TO
FINANCE CERTAIN ACQUISITIONS AND CAPITAL
IMPROVEMENTS CONSISTING OF THE ENGINEERING,
PERMITTING, CONSTRUCTION, EXPANSION, AND
RENOVATION OF CITY RECREATIONAL AREAS,
FACILITIES AND PARKS, INCLUDING BUT NOT
LIMITED TO, WALKING TRAILS, PLAYGROUNDS,
SPLASH PARKS, SKATE PARKS AND RELATED
AMENITIES SUCH AS RESTROOMS AND PAVED
PARKING AREAS; AUTHORIZING THE ISSUANCE OF A
GENERAL OBLIGATION NOTE IN THE PRINCIPAL
AMOUNT OF $3,436,000 TO SECURE THE REPAYMENT
OF SAID LOAN; PROVIDING FOR PAYMENT OF
PRINCIPAL AND INTEREST ON SAID NOTE FROM AD
VALOREM TAXATION ON ALL TAXABLE PROPERTY
IN THE CITY OF EDGEWATER, FLORIDA;
REAFFIRMING THE LEVY OF SUCH AD VALOREM
TAX; DESIGNATING THE NOTE AS A QUALIFIED TAX-
EXEMPT OBLIGATION WITHIN THE MEANING OF THE
INTERNAL REVENUE CODE; MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH SAID LOAN; PROVIDING
GENERAL AUTHORITY AND PROVIDING 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
adopted pursuant to the authority of Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law(collectively,the"Act").
SECTION 2. FINDINGS. It is hereby ascertained,determined and declared:
(A)The City of Edgewater, Florida (the "City"), deems it necessary,
desirable and in the best interests of the City that the City undertake those certain
acquisitions and capital improvements which will be financed with the proceeds of the
Note, consisting of the engineering, permitting, construction, expansion, and renovation
of City recreational areas, facilities and parks, including but not limited to, walking trails,
playgrounds, splash parks, skate parks and related amenities such as restrooms and paved
parking areas (the"Project").
4827-3597-1139.2
43699/0008 JBS ks
(B)On March 21,2017, the City approved the proposal for a not to exceed
$3,500,000 loan (the "Loan") from Ameris Bank (the "Bank"), the proceeds of which
will be applied to finance the cost of the Project.
(C)The Loan will be secured by the Loan Agreement pursuant to which
the City will issue a note(the"Note")to secure the repayment of the Loan.
(D)The City issued a request for proposals ("RFP") to provide the Loan,
advertised notice of the RFP in a newspaper of general circulation in the City, analyzed
the responses received with the City's financial advisor and selected the financial
institution providing the most competitive proposal and lowest interest rate for the Note
and, accordingly, the City Council finds and determines that it is in the best financial
interest of the City that the sale of the Note be awarded pursuant to this competitive
process.
(E)The costs of the Project in an amount not to exceed $3,436,000 will be
financed from the proceeds of the Loan.
(F) The Note will be secured by a pledge of the full faith,credit and taxing
power of the City and the levy and collection of a direct annual tax, without limit as to
rate or amount, on all taxable property within its boundaries, sufficient to pay the
principal of and interest on the Note, as the same shall become due and payable (the "Ad
Valorem Tax Revenues").
(G) On December 7, 2015, the City approved Resolution No. 2015-R-37,
which ordered a debt referendum to be held, and on March 15, 2016, the City held a
referendum election pursuant to which the voters of the City approved to levy ad valorem
taxes on all taxable property in the City,to provide for the repayment of such Loan.
(H) The City has not and does not reasonably expect to issue (including
issues "on behalf of' the City, as determined under Section 265(b)(3)(E) of the Internal
Revenue Code of 1986, as amended(the "Code")) tax-exempt obligations (excluding
obligations of the City issued for the sole purpose of currently refunding the outstanding
amount of an existing obligation) in excess of$10,000,000 aggregate face amount during
the 2017 calendar year.
SECTION 3. AUTHORIZATION OF THE PROJECT. The City does hereby
authorize the Project.
SECTION 4. AUTHORIZATION OF LOAN AGREEMENT. The Loan and
the repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan
Agreement. The City hereby authorizes the Mayor or the Vice Mayor of the City (the "Mayor")
and the City Clerk or the Assistant City Clerk of the City (the "City Clerk") to execute and
deliver on behalf of the City the Loan Agreement by and between the City and the Bank
substantially in the form attached hereto as Exhibit A (the "Loan Agreement"), with such
changes, insertions and additions as they may approve, their execution thereof being evidence of
such approval.
SECTION 5. AUTHORIZATION OF NOTE TO FINANCE THE COST OF
THE PROJECT. The City does hereby authorize the issuance of a General Obligation Note,
Series 2017 (the "Note") in the principal amount of$3,436,000 for the purpose of providing the
City with sufficient funds to finance the cost of the Project. The Mayor and City Clerk are
hereby authorized to execute, seal and deliver on behalf of the City, the Note and other
documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan
as provided in the Loan Agreement. The Note shall be issued in the principal amount of
$3,436,000, shall bear interest at the fixed interest rate of 3.06%, shall have a final maturity date
of July 1, 2036 and shall have such other terms, all as set forth in the Loan Agreement and the
Note authorized herein and executed and delivered in connection with Loan.
SECTION 6. REAFFIRMATION OF LEVY OF AD VALOREM TAX.
Pursuant to and in accordance with the voter referendum,the City hereby reaffirms the levy of ad
valorem taxes without limitation as to rate or amount upon all taxable property in the City,
sufficient in amount to provide for the repayment of the Loan.
SECTION 7. GENERAL OBLIGATION. The Note is a general obligation of
the City and the payment and principal thereof shall be payable from and secured as set forth in
this section. While the Note is outstanding and unpaid, the City is and shall be irrevocably and
unconditionally obligated to levy and endeavor to collect a direct annual tax, without limit as to
rate or amount, on all taxable property within its boundaries, sufficient to pay the principal of
and interest on the Note,as the same shall become due and payable.
SECTION 8. DESIGNATION OF THE NOTE AS A QUALIFIED
TAX-EXEMPT OBLIGATION. The City hereby designates the Note as a "qualified
tax-exempt obligation" under Section 265(b)(3)of the Code. This designation is based upon the
findings of the City set forth in Section 2(H) of this Resolution. The Mayor, the City Manager,
the Assistant City Manager,a Council Member or the Clerk are authorized to certify such finding
in connection with the issuance of the Note. The City acknowledges that any action which
adversely impacts the status of the Note as a "qualified tax-exempt obligation" will result in an
upward adjustment to the interest rate on such Note.
SECTION 9. GENERAL AUTHORIZATION. The Mayor, the City Manager,
the Assistant City Manager and City Clerk and other employees or agents of the City are
authorized to execute and deliver such documents, instruments and contracts, and are hereby
authorized and directed to do all acts and things required hereby as may be necessary for the full,
punctual and complete performance of all the terms, covenants, provisions and agreements
herein contained, or as otherwise may be necessary or desirable to effectuate the purpose and
intent of this Resolution.
SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed
to the extent of such conflict.
SECTION 11. VALIDITY OF REMAINING PORTIONS. If any section,
subsection, sentence, clause, phrase, or portion of this Resolution, or application hereof, is for
any reason held invalid or unconstitutional by any Court, such portion or application shall be
deemed a separate, distinct, and independent provision, and such holding shall not affect the
validity of the remaining portions or applications hereof.
SECTION 12. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
After Motion to approve by • �C`-sOnsch? and second
b � Q4_
, , the vote on this reso ution wa as follows: 1
AYE NAY
Mayor Michael Ignasiak
Councilwoman Christine Power
Councilwoman Amy Vogt
Councilman Dan Blazi
Councilman Gary Conroy
PASSED, APPROVED AND ADOPTED this 3rd day of April, 2017.
ATTEST CITY COUNCIL OF THE CITY
OF E GEWA ER,FL' DA
Robin L. Matusick, Michael Ignasiak
City Clerk/Paralegal Mayor
For the use and reliance only by the City of Edgewater, Approved by the City Council of the City of Edgewater at a meeting
Florida. Approved as to form and legality by held on this.3 day 2;017 under Agenda Item Noc .
Aaron R.Wolfe,Esquire
City Attorney
Doran Sims Wolfe&Ciocchetti
_
Exhibit A
Loan Agreement
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43699/0008 1138 ks
LOAN AGREEMENT
Dated as of April 5,2017
By and Between
THE CITY OF EDGEWATER,FLORIDA
(the "City")
AND
AMERIS BANK
(the "Bank")
Relating to:
$3,436,000
CITY OF EDGEWATER,FLORIDA
GENERAL OBLIGATION NOTE,SERIES 2017
i
Table of Contents
Page
ARTICLE I DEFINITION OF TERMS 1
Section 1.01 Definitions 1
Section 1.02 Interpretation 3
Section 1.03 Titles and Headings 3
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01 Representations and Warranties of City
Section 2.02 Representations and Warranties of Bank 4
ARTICLE III THE NOTE 4
Section 3.01 The Note 4
Section 3.02 Compliance with Section 215.84 4
Section 3.03 Conditions Precedent to Purchase of Note 4
Section 3.04 Registration of Transfer; Assignment of Rights of Bank 6
Section 3.05 Ownership of the Note 7
Section 3.06 Use of Proceeds of Note Permitted Under Applicable Law 7
Section 3.07 Prepayment Option 7
ARTICLE IV COVENANTS OF THE CITY 8
Section 4.01 Performance of Covenants 8
Section 4.02 Payment of the Note 8
Section 4.03 Security for the Note. 8
Section 4.04 Tax Covenant 8
Section 4.05 Budget and Other Financial Information 8
ARTICLE V EVENTS OF DEFAULT AND REMEDIES 9
Section 5.01 Events of Default 9
Section 5.02 Exercise of Remedies 9
Section 5.03 Remedies Not Exclusive 1 0
Section 5.04 Waivers, Etc 10
Section 5.05 Waiver of Jun' Trial 10
ARTICLE VI MISCELLANEOUS PROVISIONS 10
Section 6.01 Covenants of City, Etc.; Successors 10
Section 6.02 Term of Agreement 1 1
Section 6.03 Notice of Changes in Fact 1 1
Section 6.04 Amendments and Supplements 11
Section 6.05 Notices 11
Section 6.06 Benefits Exclusive 12
Section 6.07 Severability 12
Section 6.08 Payments Due on Saturdays, Sundays and Holidays 12
Section 6.09 Counterparts 12
Section 6.10 Applicable Law 12
Section 6.11 No Personal Liability 12
Section 6.12 Incorporation by Reference 13
EXHIBIT A FORM OF NOTE
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LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement"), made and entered into this 5th day of
April, 2017, by and between THE CITY OF EDGEWATER, FLORIDA (the "City"), a
municipal corporation created and existing pursuant to the Constitution and the laws of the State
of Florida, and AMERIS BANK, a Georgia state-chartered bank (the "Bank").
WITNESSETH:
WHEREAS,capitalized terms used in these recitals and not otherwise defined shall have
the meanings specified in Article I of this Agreement; and
WHEREAS, the City, pursuant to Article VIII, Section 2 of the Constitution of the State
of Florida, Chapter 166, Florida Statutes, as amended and supplemented, the Charter of the City,
and any other applicable provisions of law (all of the foregoing, collectively, the "Act"), and
Resolution No. 2017-R-08, adopted by the City on April 3,2017, subject to certain limitations, is
authorized to borrow money, issue bonds, notes or other obligations to finance and/or refinance
the Project; and
WHEREAS, the City has requested proposals for the financing and/or refinancing of the
Project and has determined that the proposal from the Bank contains the terms most favorable to
the City;
WHEREAS,the Bank has agreed to purchase the City's General Obligation Note, Series
2017, in the principal amount of$3,436,000 upon the terms and conditions of this Agreement;
NOW,THEREFORE,the parties hereto agree as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01 Definitions. Capitalized terms used in this Agreement and not
otherwise defined shall have the respective meanings as follows:
"Act" shall have the meaning assigned to that term in the recitals hereof.
"Ad Valorem Tax Revenues" shall mean the direct annual tax, without limit as to rate or
amount, on all taxable property within the City boundaries, sufficient to pay all principal of and
interest on the Note as the same shall become due and payable, as provided for in the Resolution.
"Agreement" shall mean this Loan Agreement and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bank" shall mean Ameris Bank, a Georgia state-chartered bank, with offices at 1259
Granada Blvd., Ormond Beach, Florida 32174, and/or its successors or assigns.
1
"Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
the payment office of the Bank is lawfully closed.
"City" shall mean the City of Edgewater, Florida, a municipal corporation.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the applicable rules and regulations promulgated thereunder.
"Determination of Taxability" shall mean a final decree or judgment of any federal court
or a final action of the Internal Revenue Service or of the United States Treasury Department
determining that any interest payable on the Note is includable in the gross income of the Bank.
No such decree or action shall be considered fmal for the purposes of this paragraph unless the
City has been given written notice thereof and, if it is so desired by the City and is legally
permissible, the City has been afforded the opportunity to contest the same, at its own expense,
either directly or in the name of the Bank and until the conclusion of any appellate review, if
sought.
"Event of Default" shall mean an Event of Default as defined in Section 5.01 of this
Agreement.
"Final Maturity Date" shall mean the date on which all principal and all unpaid interest
accrued on the Note shall be due and payable in full, which date shall be, if not earlier due to
acceleration or prepayment, July 1, 2036.
"Fiscal Year" shall mean the twelve-month period commencing October 1 of each year
and ending on the succeeding September 30, or such other twelve-month period as the City may
designate as its "fiscal year" as permitted by law.
"Note" shall mean the City's $3,436,000 General Obligation Note, Series 2017, issued
pursuant to the Resolution and this Agreement.
"Note Counsel" shall mean, initially, Broad and Cassel LLP, Orlando, Florida or any
other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining
to the federal tax exemption of interest on obligations issued by states and political subdivisions
as approved by the City.
"Note Rate" shall mean a fixed rate of 3.06%per annum.
"Noteholder" shall mean the Bank as the holder of the Note and any subsequent
registered holder of the Note.
"Project" shall mean those certain acquisitions and capital improvements which will be
financed with the proceeds of the Note, consisting of the engineering, permitting, construction,
expansion, and renovation of City recreational areas, facilities and parks, including but not
limited to, walking trails, playgrounds, splash parks, skate parks and related amenities such as
restrooms and paved parking areas.
2
"Resolution" shall mean, collectively, Resolution No. 2017-R-08 adopted by the City on
April 3, 2017, Resolution No. 2015-R-37, adopted by the City on December 7, 2015, and
Resolution No. 2016-R-05,adopted by the City on January 4,2016.
"Taxable Rate" means the fixed interest rate payable after a Determination of Taxability,
equal to the taxable equivalent of the Note Rate, as reasonably determined by the Bank, effective
retroactively to the date on which the Determination of Taxability was effective, which rate,
together with the calculation of such rate shall be provided in writing to the City.
Section 1.02 Interpretation. Unless the context clearly requires otherwise,
words of masculine gender shall be construed to include correlative words of the feminine and
neutral genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. Any capitalized terms used in this
Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution.
This Agreement and all the terms and provisions hereof shall be construed to effectuate the
purpose set forth herein and to sustain the validity hereof.
Section 1.03 Titles and Headings. The titles and headings of the Articles and
Sections of this Agreement, which have been inserted for convenience of reference only and are
not to be considered a part hereof, shall not in any way modify or restrict any of the terms and
provisions hereof, and shall not be considered or given any effect in construing this Agreement
or any provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01 Representations and Warranties of City. The City represents
and warrants to the Bank as follows:
(a) Existence. The City is a municipal corporation of the State of Florida, duly
created and validly existing under the laws of the State of Florida, with full legal right, power
and authority to adopt the Resolution, to enter into this Agreement, to perform its obligations
hereunder and to issue and deliver the Note to the Bank. The making, execution and
performance of this Agreement on the part of the City and the issuance and delivery of the Note
have been duly authorized by all necessary action on the part of the City and the electors thereof
and will not violate or conflict with the Act, or any agreement, indenture or other instrument by
which the City or any of its material properties is bound.
(b) Validity, Etc. This Agreement, the Note and the Resolution are valid and binding
obligations of the City enforceable against the City in accordance with their respective terms,
except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial
emergency, reorganization, moratorium or similar laws relating to or from time to time affecting
the enforcement of creditors' rights and except to the extent that the availability of certain
remedies may be precluded by general principles of equity.
3
(c) No Financial Material Adverse Change. There has been no material adverse
change in the financial condition of the City since the date of its last published audited financial
statements. Except as may be noted in the financial statements, letters to the City's auditors
which have been provided to the Bank, or as disclosed separately by the City to Bank, there are
no actions, proceedings or investigations pending against the City or affecting the City (or any
basis therefor known to the City) which, either in any case or in the aggregate, are likely to result
in any material adverse change in the fmancial condition, business, prospects, affairs or
operations of the City, or in any material impairment of the right or ability of the City to carry on
its operations as now conducted or proposed to be conducted, or in any material liability on the
part of the City and none which questions the validity of this Agreement, the Note or the
Resolution or of any action taken or to be taken in connection with the transactions contemplated
hereby or thereby.
(d) Powers of City. The City has the legal power and authority to covenant to levy
and collect the Ad Valorem Tax Revenues for the repayment of the Note as described herein.
Section 2.02 Representations and Warranties of Bank. The Bank represents
and warrants to the City as follows:
(a) Existence. The Bank is a Georgia state-chartered bank, with full power to enter
into this Agreement,to perform its obligations hereunder and to purchase the Note.
(b) Validity. This Agreement is a valid and binding obligation of the Bank
enforceable against the Bank in accordance with its terms, except to the extent that enforceability
may be subject to valid bankruptcy, insolvency, fmancial emergency, reorganization, moratorium
or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and
specifically creditors' rights as the same relate to national banks)and except to the extent that the
availability of certain remedies may be precluded by general principles of equity.
ARTICLE III
THE NOTE
Section 3.01 The Note. The Note shall be in the form set forth as Exhibit "A"
to this Agreement.
Section 3.02 Compliance with Section 215.84. The City represents, warrants,
and covenants that the Note Rate, as currently calculated in accordance with Section 215.84,
Florida Statutes, is in compliance with Section 215.84, Florida Statutes.
Section 3.03 Conditions Precedent to Purchase of Note. Prior to or
simultaneously with the delivery of the Note by the City there shall be filed with the Bank the
following, each in form and substance reasonably acceptable to the Bank and its counsel:
(a) an opinion of the City's counsel addressed to the City and the Bank for the
exclusive reliance by the addressees, to the effect that (i) the Resolution has been duly adopted
and this Agreement has been duly authorized, executed and delivered by the City and each
constitutes a valid, binding and enforceable agreement of the City in accordance with its terms,
4
except to the extent that the enforceability of the rights and remedies set forth herein may be
limited by bankruptcy, insolvency, financial emergency or other laws affecting creditors' rights
generally or by usual equity principles; (ii)the City's execution,delivery and performance of this
Agreement and execution and issuance of the Note are not subject to any authorization, consent,
approval or review of any other governmental body, public officer or regulatory authority not
heretofore obtained or effected; (iii) the execution, issuance and delivery of the Note have been
duly and validly authorized by the City, and the Note constitutes a valid and binding general
obligation of the City enforceable in accordance with its terms; (iv) the City (A) is a municipal
corporation duly organized and validly existing under the laws of the State of Florida, and (B)
has power and authority to execute and deliver this Agreement to consummate the transactions
contemplated hereby; (v) based upon the representations from the City and its officials,
employees and agents without independent review by the City's counsel, the execution, delivery
and performance of the Note and this Agreement, and compliance with the terms thereof and
hereof,under the circumstances contemplated hereby, do not and will not in any material respect
conflict with, or constitute on the part of the City a breach or default under, any indenture,
mortgage, deed of trust, agreement or other instrument to which the City or to which its
properties are subject or conflict with, violate or result in a breach of any existing law,
administrative rule or regulation,judgment, court order or consent decree to which the City or its
properties are subject; (vi)to the best of such counsel's knowledge,there is no claim,action, suit,
proceeding, inquiry, investigation, litigation or other proceeding, at law or in equity, pending or
threatened in any court or other tribunal, state or federal (A) restraining or enjoining, or seeking
to restrain or enjoin, the issuance, sale, execution or delivery of the Note, (B) in any way
questioning or affecting the validity or enforceability of any provision of this Agreement, the
Note, or the Resolution, (C) in any way questioning or affecting the validity of any of the
proceedings or authority for the authorization, sale, execution or delivery of the Note, or of any
provision made or authorized for the payment thereof, or (D) questioning or affecting the
organization or existence of the City or the right of any of its officers to their respective offices;
(vii) the City has the legal power to pledge the Ad Valorem Tax Revenues to the repayment of
the Note as described herein and in the Resolution; (viii) the issuance of the Note and the
transactions arising from this Agreement are not subject to the payment of documentary taxes,
and (ix) all conditions contained in the ordinances and resolutions of the City precedent to the
issuance of the Note have been complied with.
City counsel will not render an opinion concerning the Determination of Taxability of
this Agreement and the Note; the federal and State of Florida tax-exempt status of the interest
income, the Note and this transaction; and any matters assigned to Note Counsel pursuant to this
Agreement. The opinion of the City counsel will be based on the facts in existence and laws in
effect on the date of the opinion letter and will disclaim any obligation to update the opinion
regardless of whether changes in such facts or laws come to the counsel's attention after the
delivery hereof. The opinion will be limited to the law of the State of Florida and will not
express an opinion with respect to the laws of any other state or jurisdiction and will not render
an opinion concerning securities laws of the State of Florida and the federal government. The
opinion of the City counsel will assume that the execution, delivery and performance of the loan
documents are within the power of the Bank, and will not violate or result in a breach of any
term or provision of any agreement, judgment, non-Florida Statute, decree or administrative
order to which the Bank is subject and will assume that the loan documents will be duly executed
and delivered by the City and the Bank.
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(b) an opinion of Note Counsel stating, among other things, that such counsel is of
the opinion that: (i) assuming compliance by the City with certain covenants relating to
requirements contained in the Code (a) interest on the Note is excluded from gross income for
purposes of federal income taxation, and(b) interest on the Note is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, with respect to corporations (as defined for federal income tax purposes), such interest
is taken into account in determining adjusted current earnings for the purpose of computing the
alternative minimum tax imposed on such corporations, (ii) the Note is a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Code, and(iii)the Resolution and this
Agreement constitute valid and legally binding obligations of the City enforceable in accordance
with the laws of the State of Florida, and the Note is a valid and legally binding general
obligation of the City.
(c) a copy of a completed and executed Form 8038-G to be filed with the Internal
Revenue Service by the City;
(d) such other documents as the Bank reasonably may request (including, without
limitation, appropriate executed Florida Division of Bond Finance forms); and
(e) adequate provision shall have been made, as reasonably determined by the Bank
and its counsel, for the payment of the fees of counsel to the Bank in the amount of$7,500.00.
When the documents and items mentioned in clauses (a) through (e), inclusive, of this
Section shall have been filed with the Bank, and when the Note shall have been executed as
required by this Agreement, and all conditions of the Resolution have been met, the City shall
deliver the Note to or upon the order of the Bank, but only against and upon the City's receipt of
the purchase price of the Note,by wire transfer.
Section 3.04 Registration of Transfer; Assignment of Rights of Bank. The
City shall keep at the office of the City Clerk in the City's records the registration of the Note and
the registration of transfers of the Note as provided in this Agreement. Subject to the restriction
set forth in the fourth paragraph of this Section, the transfer of the Note may be registered only
upon the books kept for the registration of the Note and registration of transfer thereof upon
surrender thereof to the City together with an assignment duly executed by the Bank or its
attorney or legal representative in the form of the assignment set forth on the form of the Note
attached as Exhibit A to this Agreement; provided, however, that the Note may be transferred
only in whole and not in part. In the case of any such registration of transfer, the City shall
execute and deliver in exchange for the applicable Note a new Note registered in the name of the
transferee. In all cases in which the Note shall be transferred hereunder, the City shall execute
and deliver at the earliest practicable time a new Note in accordance with the provisions of this
Agreement. The City may make a charge for every such registration of transfer of the Note
sufficient to reimburse it for any tax or other governmental charges imposed by governmental
bodies other than the City required to be paid with respect to such registration of transfer, but no
other charge shall be made for registering the transfer hereinabove granted. The Note shall be
issued in fully registered form and shall be payable in any coin or currency of the United States.
6
The registration of transfer of the Note on the registration books of the City shall be
deemed to effect a transfer of the rights and obligations of the Bank under this Agreement to the
transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and
shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and
the transferor shall execute and record such instruments and take such other actions as the City
and such transferee may reasonably request in order to confirm that such transferee has
succeeded to the capacity of Bank under this Agreement and the Note.
In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new
Note of like date and denomination as that mutilated, lost, stolen or destroyed; provided that, in
the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in
the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence
of such loss, theft or destruction together with an indemnity satisfactory to it.
Nothing in this Agreement or in the Note shall be construed to prohibit the Bank from
granting a participation or participations in the Note to any other bank or banks affiliated with
the Bank or any subsidiary thereof. No such bank participant shall, however, be a registered
holder of any Note or any portion thereof.
Section 3.05 Ownership of the Note. The person in whose name the Note is
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of such Note shall be made only to the registered owner thereof or
such owner's legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon the Note, and interest thereon, to the extent of the sum or sums so
paid.
The registered owner of the Note is hereby granted power to transfer absolute title thereof
by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice
of prior defenses or equities or claims of ownership enforceable against such owner's assignor or
any person in the chain of title and before the maturity of such Note; provided, however,that the
Note may be transferred only in whole and not in part and provided further, that no transfer shall
be permitted absent the City's (and the Bank's)receipt of a letter in form and substance similar to
the one delivered by the Bank pursuant to Section 218.385, Florida Statutes from such proposed
transferee. Every prior registered owner of the Note shall be deemed to have waived and
renounced all of such owner's equities or rights therein in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights
represented thereby.
Section 3.06 Use of Proceeds of Note Permitted Under Applicable Law. The
City represents, warrants and covenants that the proceeds of the Note will be used solely to
finance and/or refinance the Project and will be spent in accordance with the terms and
provisions contained in the Tax Certificate executed by the City in connection with the delivery
of the Note.
Section 3.07 Prepayment Option. The Note may be prepaid in whole, or in
part, at any time, without penalty; provided, that the City shall provide the Bank with five
Business Days prior notice of the City's election to prepay the Note. Upon prepayment in full or
7
maturity of the Note, notwithstanding anything herein or in the Note to the contrary, the Bank
shall not be required to surrender or cancel the Note until it has received payment in full of all
amounts due hereunder and under the Note.
ARTICLE IV
COVENANTS OF THE CITY
Section 4.01 Performance of Covenants. The City covenants that it will
perform faithfully at all times its covenants, undertakings and agreements contained in the
Resolution, this Agreement and the Note. The City further covenants to keep accurate records
with respect to the use of proceeds.
Section 4.02 Payment of the Note. The City covenants that it will promptly pay
the principal of and interest on the Note at the place, on the dates and in the manner provided
herein and in the Note, in accordance with the terms thereof. Pursuant to Section 4.03 hereof,
the City hereby covenants to levy and collect the Ad Valorem Tax Revenues in sufficient
amounts to pay principal of and interest on the Note when due and payable, until the repayment
in full of the Note to the extent that such funds are lawfully available.
Section 4.03 Security for the Note.. The Note will be a general obligation of
the City. In accordance with the terms hereof and the Resolution, the City is, and shall be
irrevocably and unconditionally obligated to levy and collect the Ad Valorem Tax Revenues, in
addition to all other taxes, sufficient to pay the principal of and interest on the Note, as the same
shall become due and payable, and the full faith and credit of the City is hereby irrevocable
pledged for the punctual payment of the principal of and interest on the Note, as the same shall
become due and payable.
Section 4.04 Tax Covenant. The City covenants that the City will not make
any use of the proceeds of the Note at any time during the respective terms of such Note which,
if such use had been reasonably expected on the date the Note were issued, would have caused
such Note to be an "arbitrage bond" within the meaning of the Code. The City will comply with
the requirements of the Code and any valid and applicable rules and regulations promulgated
thereunder necessary to ensure the exclusion of interest on the Note from the gross income of the
holders thereof for purposes of federal income taxation.
Section 4.05 Budget and Other Financial Information. During the term of
this agreement,the City shall:
(a) On or before two hundred and seventy(270) days following the end of each Fiscal
Year of the City, provide the Bank with a copy of the City's audited financial statements for the
preceding Fiscal Year; and
(b) Provide the Bank with a certified copy of its resolution adopting its annual budget
on or before thirty (30) days following the adoption of the same, a completed budget book upon
the completion of the same, and such other financial information regarding the City as the Bank
may reasonably request.
8
(c) Pay the reasonable costs and fees of the Bank, including without limitation,
attorneys' fees, in connection with the issuance and purchase of the Note by the Bank.
(d) Take all reasonable legal action within its control in order to maintain its
existence until all amounts due and owing from the City to the Bank under this Agreement and
the Note have been paid in full.
(e) Maintain all books and records and agrees that any and all records of the City
with respect to the Note shall be open to inspection by the Bank or its representatives at
reasonable times at the offices of the City, including financial statements, reports, accountant's
letters, budgets, officers' certificates and any other information reasonably requested by the
Bank.
(f) Promptly inform the Bank in writing of any material events, actual or potential
contingent liabilities or defaults or pending or threatened litigation of any amount that could
reasonably be expected to have a material and adverse effect upon the financial condition of the
City or upon the ability of the City to perform its obligations hereunder or under the Note.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01 Events of Default. Each of the following is hereby declared an
"Event of Default:"
(a) payment of the principal of and interest on the Note is not made when the same
shall become due and payable;or
(b) the City shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Note or in this Agreement and
such default shall continue for thirty (30) days after written notice shall have been received by
the City from the Bank specifying such default and requiring the same to be remedied; provided,
however, that if, in the reasonable judgment of the Bank, the City shall proceed to take such
curative action which, if begun and prosecuted with due diligence, cannot be completed within a
period of thirty (30)days,then such period shall be increased as permitted by the Bank in writing
to such extent as shall be necessary to enable the City to diligently complete such curative action;
or
(c) the filing of a petition by or against the City relating to bankruptcy,
reorganization, arrangement or readjustment of debt of the City or for any other relief relating to
the City under the United States Bankruptcy Code, as amended, or any other insolvency act or
law now or hereafter existing,or the involuntary appointment of a receiver or trustee for the City,
where such event continues for at least 120 days undismissed or undischarged.
Section 5.02 Exercise of Remedies. Upon the occurrence and during the
continuance of an Event of Default, the Bank may proceed to protect and enforce its rights under
the laws of the State of Florida or under this Agreement by such suits, actions or special
proceedings in equity or at law, or by proceedings in the office of any board or officer having
9
jurisdiction,either for the specific performance of any covenant or agreement contained herein or
in aid or execution of any power herein granted or for the enforcement of any proper legal or
equitable remedy, as the Bank shall deem most effective to protect and enforce such rights.
Without limiting the generality of the foregoing, the Bank shall have the right to bring a
mandamus action to require the City to perform its obligations under Article IV of this
Agreement.
In the enforcement of any remedy under this Agreement, to the extent permitted by law,
the Bank shall be entitled to sue for, enforce payment of and receive any and all amounts then or
during any default becoming, and at any time remaining, due from the City for principal, interest
or otherwise under any of the provisions of this Agreement or of the Note then unpaid, together
with any and all costs and expenses of collection and of all proceedings hereunder and under the
Note (including, without limitation, reasonable legal fees in all proceedings, including
administrative, appellate and bankruptcy proceedings), without prejudice to any other right or
remedy of the Bank, and to recover and enforce any judgment or decree against the City, but
solely as provided herein and in the Note, for any portion of such amounts remaining unpaid and
interest, costs, and expenses as above provided, and to collect in any manner provided by law,
the monies adjudged or decreed to be payable.
Section 5.03 Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Bank is intended to be exclusive of any other remedy or remedies herein
provided, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder.
Section 5.04 Waivers, Etc. No delay or omission of the Bank to exercise any
right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or any acquiescence therein; and every power and
remedy given by this Agreement to the Bank may be exercised from time to time and as often as
may be deemed expedient.
The Bank may waive any default which in its opinion shall have been remedied before
the entry of final judgment or decree in any suit, action or proceeding instituted by it under the
provisions of this Agreement or before the completion of the enforcement of any other remedy
under this Agreement, but no such waiver shall be effective unless in writing and no such waiver
shall extend to or affect any other existing or any subsequent default or defaults or impair any
rights or remedies consequent thereon.
Section 5.05 Waiver of Jury Trial. THE PARTIES IRREVOCABLY AND
VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
REPSECT OF ANY DISPUTE HEREUNDER.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Covenants of City, Etc.; Successors. All of the covenants,
stipulations, obligations and agreements contained in this Agreement shall be deemed to be
10
covenants, stipulations, obligations and agreements of the City to the full extent authorized or
permitted by law, and all such covenants, stipulations, obligations and agreements shall be
binding upon the successor or successors of the City from time to time, and upon any officer,
board, commission, authority, agency or instrumentality to whom or to which any power or duty
affecting such covenants, stipulations, obligations and agreements shall be transferred by or in
accordance with law.
Section 6.02 Term of Agreement. This Agreement shall be in full force and
effect from the date hereof until the Note and all other sums payable to the Bank hereunder have
been paid in full and shall survive the termination of this Agreement in relation to those
provisions that deal with retroactive cost increases for the Bank in relation to the tax-exempt
status of the Note.
Section 6.03 Notice of Changes in Fact. Promptly after the City becomes
aware of the same, to the extent such materially and substantially impairs the City's ability to
honor its obligations under this Agreement or the Note, the City will notify the Bank of(a) any
changes in any material fact or circumstance represented or warranted by the City in this
Agreement or in connection with the issuance of the Note, and (b) any default under this
Agreement, specifying in each case the nature thereof and what action the City has taken, is
taking and/or proposes to take with respect thereto.
Section 6.04 Amendments and Supplements. This Agreement may be
amended or supplemented from time to time only by a writing duly executed by each of the City
and the Bank.
Section 6.05 Notices. Any notice, demand, direction, request or other
instrument authorized or required by this Agreement to be given to or filed with the City or the
Bank, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement
if and when sent by certified mail,return receipt requested:
As to the City: City of Edgewater, Florida
Attention: Finance Director
104 N. Riverside Drive
Edgewater,Florida 32132
As to Bank: Ameris Bank
Attention: Mike Jackson, SVP Commercial Banking
1259 Granada Blvd.
Ormond Beach, Florida 32174
With Copy to: Ameris Bank
Don Monk, Specialty Banking Executive
24 Second Avenue, SE
Moultrie, GA 31768
11
Either party may, by notice sent to the other, designate a different or additional address to
which notices under this Agreement are to be sent.
Section 6.06 Benefits Exclusive. Except as herein otherwise provided, nothing
in this Agreement, expressed or implied, is intended or shall be construed to confer upon any
person, firm or corporation, other than the City and the Bank, any right,remedy or claim, legal or
equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all
its provisions being intended to be and being for the sole and exclusive benefit of the City and
the Bank.
Section 6.07 Severability. In case any one or more of the provisions of this
Agreement, any amendment or supplement hereto or of the Note shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Agreement, any amendment or supplement hereto or the Note, but this Agreement, any
amendment or supplement hereto and the Note shall be construed and enforced at the time as if
such illegal or invalid provisions had not been contained therein, nor shall such illegality or
invalidity or any application thereof affect any legal and valid application thereof from time to
time. In case any covenant, stipulation, obligation or agreement contained in the Note or in this
Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation,
obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement
of the City to the full extent from time to time permitted by law.
Section 6.08 Payments Due on Saturdays, Sundays and Holidays. In any
case where the date of maturity of interest on or principal of the Note or the date fixed for
prepayment of the Note shall be a day which is not a Business Day, then payment of such
interest or principal shall be made on the next succeeding day which is a Business Day;provided
that interest on any such principal amount shall accrue until payment is received by the Bank.
Section 6.09 Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of
this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 6.10 Applicable Law. This Agreement and any other documents
related thereto shall be governed exclusively by and construed in accordance with the applicable
laws of the State of Florida.
Section 6.11 No Personal Liability. Notwithstanding anything to the contrary
contained herein or in the Note, or in any other instrument or document executed by or on behalf
of the City in connection herewith, no stipulation, covenant, agreement or obligation of any
present or future member of the City Council, officer, attorney, employee or agent of the City,
officer, employee or agent of a successor to the City, in any such person's individual capacity,
and no such person, in his or her individual capacity, shall be liable personally for any breach or
non-observance of or for any failure to perform, fulfill or comply with any such stipulations,
covenants, agreements, liability, debt,judgment or obligations, nor shall any recourse be had for
the payment of the principal of or interest on any Note or for any claim based thereon or on any
12
such stipulation, covenant, agreement, liability, debt, judgment or obligation, against any such
person, in his or her individual capacity, either directly or through the City or any successor to
the City, under any rule or law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise and all such liability of any such person, in his or her
individual capacity,is hereby expressly waived and released.
Section 6.12 Incorporation by Reference. All of the terms and obligations of
the Resolution and the Exhibits hereto are hereby incorporated herein by reference as if all of the
foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this
Agreement are hereby incorporated herein by reference.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
CITY OF EDGEWATER, FLORIDA
By:
/.g yf Y
Michael Ignasiak, Mayor
ATTEST:
Robin L. Matusick, City Clerk/Paralegal
AMERIS BANK
= - By: '`�E 2
p ,
Name: Mike Jackson �7
Title: Senior Vice President
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
CITY OF EDGEWATER,FLORIDA
By:
Michael Ignasiak,Mayor
ATTEST:
By:
Robin L. Matusick, City Clerk/Paralegal
AMERIS BA
By: �L /��
Nam- Mike Jack-.n
Title: Senior V. e Pr- dent
14
EXHIBIT A
FORM OF NOTE
CITY OF EDGEWATER,FLORIDA
GENERAL OBLIGATION NOTE,
SERIES 2017
Principal Sum Maturity Date Date of Issuance
$3,436,000 July 1,2036 April 5,2017
KNOW ALL MEN BY THESE PRESENTS that the CITY OF EDGEWATER,
FLORIDA (the "City"), for value received, hereby promises to pay to the order of Ameris Bank,
a Georgia state-chartered bank, or its assigns (the "Holder"), at 1259 Granada Blvd., Ormond
Beach, Florida 32174, or at such other place as the Holder may from time to time designate in
writing (the "Payment Office of the Bank"), the Principal Sum stated above pursuant to that
certain Loan Agreement by and between the Holder and the City, dated as of April 5, 2017 (the
"Agreement"), together with interest thereon as hereinafter provided until the Maturity Date
(hereinabove defined) or the date the principal amount of this Note is paid in the manner
hereinafter set forth in any coin or currency of the United States of America which, at the time of
payment, is legal tender for the payment of public and private debts, which payments shall be
made to the Holder hereof by direct debit or otherwise as the City and the Holder may agree.
Capitalized terms used in this Note and not otherwise defined shall have the meanings given to
them in the Agreement.
This Note shall bear interest at a fixed rate equal to 3.06% per annum (the "Note Rate"),
which shall be calculated on the basis of a 360-day year, consisting of twelve(12) thirty (30) day
months, subject to adjustment as provided herein.
The Holder shall provide to the City such documentation to evidence any adjustment to
the Note Rate and the calculations made in connection with any such adjustment. Upon the
occurrence of any Determination of Taxability, (as defined in the Agreement), this Note shall
bear interest from the date when such Determination of Taxability is deemed to have occurred at
the Taxable Rate (as defined in the Agreement). The Note Rate may also be adjusted as set forth
herein and in the Agreement.
Interest shall be paid semiannually during the term of this Note on each July 1 and
January 1, commencing July 1, 2017. Principal shall be paid annually on each July 1,
commencing July 1, 2017. On July 1, 2036, the entire unpaid principal and interest described
herein shall be due and payable. The amortization schedule for payments of principal of and
interest in the Note is set forth in Schedule I attached hereto, and by reference herein, such
Schedule I shall be incorporated by reference into the body of this Note.
In the event a Determination of Taxability occurs,the rate of interest on this Note shall be
increased to the Taxable Rate. In addition, the City agrees to pay to the Holder subject to such
Determination of Taxability the Additional Amount upon demand. "Additional Amount" means
A-1
(i) the difference between (a) interest on this Note for the period commencing on the date on
which the interest on the Note ceased to be excludable from gross income for federal income tax
purposes and ending on the earlier of the date this Note ceased to be outstanding or such
adjustment is no longer applicable to this Note (the "Taxable Period") at a rate per annum equal
to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable
Period under the provisions of this Note without considering the Determination of Taxability,
plus (ii) any penalties and interest paid or payable by such Holder to the Internal Revenue
Service by reason of such Determination of Taxability.
The City has designated this Note as a "qualified tax-exempt obligation" pursuant to
Section 265(b)(3) of the Internal Revenue Code. In the event this Note ceases to be a "qualified
tax exempt obligation"within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code
("Loss of Bank Qualified Status") the interest on this Bond will increase, from the effective date
of such Loss of Bank Qualified Status, to the taxable equivalent rate per annum.
Upon the occurrence and during the continuance of an Event of Default, the Bank may
proceed to protect and enforce its rights under the laws of the State of Florida or under this
Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in
the office of any board or officer having jurisdiction, either for the specific performance of any
covenant or agreement contained herein or in aid or execution of any power herein granted or for
the enforcement of any proper legal or equitable remedy. The City shall also be obligated to pay
as part of the indebtedness evidenced by this Note, all costs of collection and enforcement
hereof, including such fees, (including attorneys' fees) as may be incurred on appeal or incurred
in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically
but without limitation, claims, disputes and proceedings seeking adequate protection or relief
from the automatic stay.
Any amount payable to the Holder hereunder which is not paid when due but is paid on
or before the close of business on the tenth day following the day that such payment is due shall
be subject to a late fee in an amount equal to five percent(5.00%) of the amount of such overdue
payment.
Anything provided herein or in this Note to the contrary notwithstanding, in no event
shall this Note bear interest in excess of the Maximum Rate. In the event the Note Rate exceeds
the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of
the reduction of the Note Rate to a rate less than the Maximum Rate until such time as interest
shall accrue on this Note in an amount (the "Excess Interest") that would have accrued thereon
had the Note Rate not been limited by the Maximum Rate. Upon the Maturity Date, in
consideration for the limitation of the rate of interest otherwise payable on this Note, the City
shall pay to the Holder a fee equal to the amount of all unpaid deferred Excess Interest remaining
unpaid as of the Maturity Date. "Maximum Rate"means the maximum rate of interest permitted
for non-rated governmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be
amended from time to time.
The Note may be prepaid in whole, or in part, at any time, without penalty; provided,that
the City shall provide the Bank with five Business Days prior notice of the City's election to
prepay the Note. Upon prepayment in full or maturity of the Note, notwithstanding anything
A-2
herein or in the Agreement to the contrary,the Holder shall not be required to surrender or cancel
the Note until it has received payment in full of all amounts due hereunder and under the
Agreement.
All payments made by the City hereon shall apply first to accrued interest, then to other
charges due the Holder, and the balance thereof shall apply to the principal amount then due on
this Note.
This Note is authorized to be issued in the outstanding aggregate principal amount equal
to the Principal Sum under the authority of and in full compliance with the Constitution and
statutes of the State of Florida, including, particularly, Article VII, Chapter 166, Part II, Florida
Statutes, as amended and supplemented, and other applicable provisions of law, the City's
Resolution No. 2017-R-08 adopted on April 3, 2017 (the "Resolution"), and is subject to all
terms and conditions of said Resolution and the Agreement. Any term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Resolution or the
Agreement,as the case may be.
In accordance with the terms of the Resolution and Agreement, this Note is secured by a
a pledge of the full faith and credit and taxing power of the City. While the Note remains
outstanding,the City has covenanted that it will levy and collect a direct annual tax, without limit
as to rate or amount, on all taxable property within its boundaries, sufficient to pay the principal
of and interest on Note, as same shall become due and payable (the "Ad Valorem Tax
Revenues"). Such Ad Valorem Tax Revenues shall be levied and collected at the same time, and
in the same manner, as other ad valorem taxes are assessed, levied and collected.
The City hereby waives presentment, demand, protest and notice of dishonor. This Note
is governed and controlled by the Agreement and reference is hereby made thereto regarding
interest rate adjustments, acceleration,and other matters.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-3
IN WITNESS WHEREOF, the City Council of the City of Edgewater, Florida has caused
this Note to be executed in its name by the manual signature of its Mayor and attested by the
manual signature of its City Clerk, and its seal to be impressed hereon, and this Note to be dated
the Date of Issuance set forth above.
CITY OF EDGEWATER, FLORIDA
[SEAL] By: rifril
Michael Ignasiak, a •r
ATTEST:
Robin L. atusic c, City lerk/Paralegal
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name, address and tax identification number of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
(Name of Attorney)
to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises.
Name of Noteholder:
By:
A-4
Schedule I
BOND DEBT SERVICE
City of Edgewater, Florida
General Obligation Note,Series 2017
Ameris Bank at 3.06%
Preliminary/Subject to Change
Period
Ending Principal Coupon Interest Debt Service
07/01/2017 39,000 3.060% 25,117.16 64,117.16
07/01/2018 135,000 3.060% 103,948.20 238,948.20
07/01/2019 139,000 3.060% 99,817.20 238,817.20
07/01/2020 143,000 3.060% 95,563.80 238,563.80
07/01/2021 147,000 3.060% 91,188.00 238,188.00
07/01/2022 152,000 3.060% 86,689.80 238,689.80
07/01/2023 156,000 3.060% 82,038.60 238,038.60
07/01/2024 161,000 3.060% 77,265.00 238,265.00
07/01/2025 166,000 3.060% 72,338.40 238,338.40
07/01/2026 171,000 3.060% 67,258.80 238,258.80
07/01/2027 176,000 3.060% 62,026.20 238,026.20
07/01/2028 182,000 3.060% 56,640.60 238,640.60
07/01/2029 187,000 3.060% 51,071.40 238,071.40
07/01/2030 193,000 3.060% 45,349.20 238,349.20
07/01/2031 199,000 3.060% 39,443.40 238,443.40
07/01/2032 205,000 3.060% 33,354.00 238,354.00
07/01/2033 211,000 3.060% 27,081.00 238,081.00
07/01/2034 218,000 3.060% 20,624.40 238,624.40
07/01/2035 225,000 3.060% 13,953.60 238,953.60
07/01/2036 231,000 3.060% 7,068.60 238,068.60
3,436,000 1,157,837.36 4,593,837.36
A-5
CERTIFICATE AS TO
SIGNATURES, NO LITIGATION,INCUMBENCY AND OTHER MATTERS
The undersigned, Michael Ignasiak, Mayor of the City of Edgewater, Florida (the "Issuer")
and Robin L. Matusick, City Clerk, in connection with the issuance this day by the Issuer of the
following described Note(the`Note"):
$3,436,000 City of Edgewater, Florida General Obligation Note, Series 2017,
consisting of one fully-registered Note dated April 5, 2017, bearing interest at a
fixed rate of 3.06%,and maturing on July 1,2036.
DO HEREBY CERTIFY to the best of our knowledge,after reasonable investigation,that:
I.
The following terms in this Certificate shall have the following meanings (terms not defined
herein shall have the meanings set forth in the Resolution):
"Agreement"means the Loan Agreement, dated as of April 5, 2017, between the Bank and
the Issuer.
"Bank"means Ameris Bank.
"Note"means the obligation described above.
"Resolution" means that certain Resolution No. 2017-R-08, duly adopted by the City
Council of the Issuer on April 3,2017,as amended and supplemented from time to time.
II.
Except as has otherwise been disclosed to the Bank, no litigation or other proceedings are
pending or, to our knowledge, threatened against the Issuer in any court or other tribunal of
competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance,
execution or delivery of the Note, or (ii) questioning or affecting the validity of the Note, the
agreement, or the Resolution, or(iii) questioning or affecting the validity of any of the proceedings
for the authorization,sale,execution,issuance or delivery of the Note.
III.
The representations and warranties of the Issuer in the Resolution and the agreement are true
and correct as of the date hereof.
IV.
The following is a correct list of the names of the members of the City Council and of the
dates of commencement and expiration of their respective terms of office:
4838-1310-0613 3
43699,'0008
OFFICE OFFICER BEGINNING OF EXPIRATION OF
TERM TERM
Mayor Michael Ignasiak December 2014 December 2018
Councilwoman Christine Power December 2014 December 2018
Councilwoman Amy Vogt December 2016 December 2020
Councilman Daniel Blazi December 2014 December 2018
Councilman Gary Conroy December 2016 December 2020
V.
The Issuer has complied with all agreements and has satisfied all conditions on its part to be
observed or satisfied under the Resolution and the agreement. The Issuer is not in default in
performing any of the covenants and obligations assumed under the Resolution and the agreement,
and all payments therein required to have been made unto the accounts and funds, as provided
thereunder, have been made to the full extent required. All necessary authorizations, approvals,
licenses, permits, consents and orders of any governmental authority which are required to be
obtained by the Issuer as a condition precedent to the due authorization, approval, execution and
delivery of the Resolution,the agreement and the Note have been obtained.
VI.
The Resolution, the agreement and the Note have been duly authorized, executed and
delivered and constitute binding obligations of the Issuer enforceable in accordance with their
respective terms, except to the extent that the enforceability thereof may be limited by applicable
bankruptcy laws or other laws effecting creditors' rights and to the exercise of judicial discretion.
The Resolution has not been repealed, revoked,rescinded or altered in any manner.
VII.
The Issuer is not in default, and has not been in default at any time as to principal of and
interest on any of its indebtedness.
VIII.
The Note is duly signed with the manual signatures of the undersigned Mayor and City
Clerk of the Issuer. The undersigned Clerk does hereby certify that the signature set forth below of
Michael Ignasiak, Mayor of the Issuer, is a true and correct specimen of his signature, and the
undersigned Mayor does hereby certify that the signature set forth below of Robin L. Matusick,City
Clerk of the Issuer, is a true and correct specimen of her signature, and the signatures appearing on
said Note are the true and lawful signatures of the Mayor and City Clerk of the Issuer.
IX.
We certify that to our knowledge no two or more members of the Issuer, meeting together,
reached any prior conclusion as to whether the actions taken by the Issuer, with respect to the Note,
the security therefor and the application of the proceeds thereof, should or should not be taken by
the Issuer or should be recommended as an action to be taken or not to be taken by the Issuer,
2
except at public meetings of the Issuer held after due notice to the public was given in the manner
required by law and custom of the Issuer.
X.
The authorization, execution, delivery, receipt and performance by the Issuer of the Note,
the Resolution and all agreements,instruments and documents provided for or contemplated thereby
do not violate the Act(as that term is defined in the Resolution)or any applicable judgment or order
of any court and, to the knowledge of the Issuer, do not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any indenture,
agreement or other instrument to which the Issuer is a party or is otherwise subject, nor do such
actions result in any violation of the provisions of any resolution or indenture of the Issuer or any
order, rule or regulation applicable to the Issuer of any court or of any federal, state or other
regulatory issuer or governmental body having jurisdiction over the Issuer or any federal or state
statute,order,rule or regulation applicable to the Issuer or any other provision of law.
XI.
The seal which has been impressed upon this Certificate is the legally enacted, proper and
only official seal of the Issuer and such seal has been imprinted upon said Note.
XII.
In accordance with the provisions of Florida Statutes, Section 215.84(3), as of the date
hereof,the Interest Rate on the Note does not exceed an average net interest cost rate, computed by
adding 300 basis points to The Bond Buyer "20 Bond Index"published immediately preceding the
first day of the calendar month in which the Note was issued.
[Intentionally Left Blank—Signature Page Follows]
3
WITNESS, our hand and said official seal as of the 5th day of April, 2017.
(SEAL)
SIGNATURE OFFICIAL TITLE
/4J1 Michael Ignasiak,
Mayor
City of Edgewater, Florida
rr .cec.t-, Robin L. Matusick
City Clerk/Paralegal
City of Edgewater, Florida
•
4
2
City of
rE.GEWATER
April 5, 2017
Members of the City of Edgewater, Florida
City Council
Edgewater, Florida
Ameris Bank
Ormond Beach, Florida
Broad and Cassel LLP
Orlando, Florida
Re: $3,436,000 City of Edgewater,Florida General Obligation Note, Series 2017
(the "Note").
Ladies and Gentlemen:
I have acted as counsel to the City of Edgewater, Florida (the "Issuer") in connection
with the authorization and delivery of the above-captioned Note, pursuant to Resolution No.
2017-R-08, duly adopted by the Issuer on April 3, 2017, Resolution No. 2015-R-37, duly
adopted by the Issuer on December 7, 2015, and Resolution No. 2016-R-05, duly adopted by the
Issuer on January 4, 2016 (collectively, the "Resolution"), for the purpose of financing the
Project as described in the Resolution. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Resolution or that certain Loan Agreement, dated as of
April 5, 2017, (the"Loan Agreement"), by and between the Issuer and Ameris Bank. I am of the
opinion that:
1. The Issuer is a municipal corporation, validly existing under the Constitution and
laws of the State of Florida(the"State") and has all requisite power and authority to(a)adopt the
Resolution and to perform its obligations under the Resolution, the Loan Agreement and the
Note; (b) issue, sell, execute and deliver the Note to the purchaser thereof; (c) secure the Note in
the manner contemplated by the Resolution; (d)covenant to levy and collect the Ad Valorem Tax
Revenues and to provide for the repayment of the Note; and (e) carry out and consummate all
other transactions contemplated by the Resolution; and the Issuer has complied with all
provisions of applicable law in all matters relating to such transactions.
2. The Resolution has been duly adopted, and the Resolution, the Loan Agreement
and the Note have been duly authorized, executed and delivered by the Issuer; and the
City of Edgewater, Florida
Ameris Bank
Broad and Cassel LLP
Page 2 of 3
Resolution,the Loan Agreement and the Note are in full force and effect and constitute valid and
binding contracts of the Issuer, enforceable in accordance with their respective terms, except to
the extent that the enforceability thereof may be limited by applicable bankruptcy laws or other
laws affecting creditors'rights and to the exercise of judicial discretion.
3. The Note constitutes a valid and binding general obligation of the Issuer
enforceable in accordance with its terms.
4. To the best of my knowledge, there are no claims, actions, suits, proceedings,
inquiries, investigations or litigation or other proceedings, at law or in equity, pending or
threatened against or affecting the Issuer in any court or other tribunal, state or federal: (a)
restraining or enjoining, or seeking to restrain or enjoin,the issuance, sale, execution or delivery
of the Note; (b) in any way questioning or affecting the validity or enforceability of any
provision of the Loan Agreement, the Note, or the Resolution; (c) in any way questioning or
affecting the validity of any of the proceedings or authority for the authorization, sale, execution
or delivery of the Note, or of any provision made or authorized for the payment thereof, or (d)
questioning or affecting the organization or existence of the Issuer or the right of any of its
officers to their respective offices.
5. Based upon the representations from the Issuer, and its officials, employees and
agents, the execution, delivery and performance of the Note and the Loan Agreement, and
compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do
not and will not in any material respect conflict with, or constitute on the part of the Issuer a
breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to
which the Issuer or to which its properties are subject or conflict with, violate or result in a
breach of any existing law, administrative rule or regulation,judgment, court order or consent
decree to which the Issuer or its properties are subject.
6. To the best of my knowledge, all approvals,consents, authorizations and orders of
any governmental authority or agency having jurisdiction in any manner which would constitute
a condition precedent to the performance of the Issuer of its obligations under the Note, the Loan
Agreement or the Resolution have been obtained and are in full force and effect.
7. The Issuer has the legal power to covenant to levy and collect the Ad Valorem Tax
Revenues to provide for the repayment of the Note,as described in the Resolution.
8. The issuance of the Series 2017 Note and the transactions arising from the Loan
Agreement are not subject to the payment of documentary taxes.
9. All conditions contained in the ordinances and resolutions of the Issuer precedent
to the issuance of the Note have been complied with.
Office of the City Clerk/Paralegal
P.O.Box 100•Edgewater,FL 32132-0100
(386)424-2400,Ext. 1101•Fax(386)424-2410
www.cavof deewater.orQ
City of Edgewater, Florida
Ameris Bank
Broad and Cassel LLP
Page 3 of 3
Notwithstanding the matters set forth in this letter, no opinions or representations are
being made by the undersigned with respect to the Determination of Taxability of the Loan
Agreement and the Note, the federal and State of Florida tax-exempt status of the interest
income and the Note, or securities laws of the State of Florida and the federal government,or the
applicability or impact of such laws on the Resolution, the Loan Agreement, the Note, and any
other documents executed by the Issuer in furtherance of the transactions contemplated by such
instruments.
The opinions expressed herein are limited to the laws of the State of Florida and no
opinion is expressed with respect to the laws of any other state or jurisdiction or with respect to
the securities laws of the State of Florida and the federal government.
The opinions expressed herein assume that the execution, delivery and performance of
the loan documents are within the power of the Bank, and will not violate or result in a breach of
any term or provision of any agreement,judgment, non-Florida Statute, decree or administrative
order to which the Bank is subject.
The opinions expressed herein are predicated upon present law, facts and circumstances,
and the undersigned assumes no affirmative obligation to update the opinions expressed herein if
such laws, facts or circumstances change after the date hereof.
Si. -r-ly,
Aaron R. egi Esquire
City Attorney
City of Edgewater,FL
Office of the City Clerk/Paralegal
P.O.Box 100•Edgewater,FL 32132-0100
(386)424-2400,Ext.1101•Fax(386)424-2410
ww w.ci tvofeddewater.org
CERTIFICATE AS TO
SIGNATURES,NO LITIGATION, INCUMBENCY AND OTHER MATTERS
The undersigned, Michael Ignasiak, Mayor of the City of Edgewater, Florida (the "Issuer')
and Robin L. Matusick, City Clerk, in connection with the issuance this day by the Issuer of the
following described Note(the"Note"):
$3,436,000 City of Edgewater, Florida General Obligation Note, Series 2017,
consisting of one fully-registered Note dated April 5, 2017, bearing interest at a
fixed rate of 3.06%,and maturing on July 1, 2036.
DO HEREBY CERTIFY to the best of our knowledge,after reasonable investigation, that:
I.
The following terms in this Certificate shall have the following meanings(terms not defined
herein shall have the meanings set forth in the Resolution):
"Agreement" means the Loan Agreement, dated as of April 5, 2017, between the Bank and
the Issuer.
`Bank" means Ameris Bank.
'Note"means the obligation described above.
"Resolution" means that certain Resolution No. 2017-R-08, duly adopted by the City
Council of the Issuer on April 3,2017, as amended and supplemented from time to time.
II.
Except as has otherwise been disclosed to the Bank, no litigation or other proceedings are
pending or, to our knowledge, threatened against the Issuer in any court or other tribunal of
competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance,
execution or delivery of the Note, or (ii) questioning or affecting the validity of the Note, the
agreement, or the Resolution, or(iii) questioning or affecting the validity of any of the proceedings
for the authorization,sale,execution, issuance or delivery of the Note.
III.
The representations and warranties of the Issuer in the Resolution and the agreement are true
and correct as of the date hereof.
IV.
The following is a correct list of the names of the members of the City Council and of the
dates of commencement and expiration of their respective terms of office:
4838.1310-0613.3
43699/0008
OFFICE OFFICER BEGINNING OF EXPIRATION OF
TERM TERM
Mayor Michael Ignasiak December 2014 December 2018
Councilwoman Christine Power December 2014 December 2018
Councilwoman Amy Vogt December 2016 December 2020
Councilman Daniel Blazi December 2014 December 2018
Councilman Gary Conroy December 2016 December 2020
V.
The Issuer has complied with all agreements and has satisfied all conditions on its part to be
observed or satisfied under the Resolution and the agreement. The Issuer is not in default in
performing any of the covenants and obligations assumed under the Resolution and the agreement,
and all payments therein required to have been made unto the accounts and funds, as provided
thereunder, have been made to the full extent required. All necessary authorizations, approvals,
licenses, permits, consents and orders of any governmental authority which are required to be
obtained by the Issuer as a condition precedent to the due authorization, approval, execution and
delivery of the Resolution,the agreement and the Note have been obtained.
VI.
The Resolution, the agreement and the Note have been duly authorized, executed and
delivered and constitute binding obligations of the Issuer enforceable in accordance with their
respective terms, except to the extent that the enforceability thereof may be limited by applicable
bankruptcy laws or other laws effecting creditors' rights and to the exercise of judicial discretion.
The Resolution has not been repealed, revoked,rescinded or altered in any manner.
VII.
The Issuer is not in default, and has not been in default at any time as to principal of and
interest on any of its indebtedness.
VIII.
The Note is duly signed with the manual signatures of the undersigned Mayor and City
Clerk of the Issuer. The undersigned Clerk does hereby certify that the signature set forth below of
Michael Ignasiak, Mayor of the Issuer, is a true and correct specimen of his signature, and the
undersigned Mayor does hereby certify that the signature set forth below of Robin L. Matusick, City
Clerk of the Issuer, is a true and correct specimen of her signature, and the signatures appearing on
said Note are the true and lawful signatures of the Mayor and City Clerk of the Issuer.
IX.
We certify that to our knowledge no two or more members of the Issuer, meeting together,
reached any prior conclusion as to whether the actions taken by the Issuer, with respect to the Note,
the security therefor and the application of the proceeds thereof, should or should not be taken by
the Issuer or should be recommended as an action to be taken or not to be taken by the Issuer,
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except at public meetings of the Issuer held after due notice to the public was given in the manner
required by law and custom of the Issuer.
X.
The authorization, execution, delivery, receipt and performance by the Issuer of the Note,
the Resolution and all agreements, instruments and documents provided for or contemplated thereby
do not violate the Act(as that term is defined in the Resolution)or any applicable judgment or order
of any court and, to the knowledge of the Issuer, do not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any indenture,
agreement or other instrument to which the Issuer is a party or is otherwise subject, nor do such
actions result in any violation of the provisions of any resolution or indenture of the Issuer or any
order, rule or regulation applicable to the Issuer of any court or of any federal, state or other
regulatory issuer or governmental body having jurisdiction over the Issuer or any federal or state
statute,order,rule or regulation applicable to the Issuer or any other provision of law.
XI.
The seal which has been impressed upon this Certificate is the legally enacted, proper and
only official seal of the Issuer and such seal has been imprinted upon said Note.
XII.
In accordance with the provisions of Florida Statutes, Section 215.84(3), as of the date
hereof,the Interest Rate on the Note does not exceed an average net interest cost rate, computed by
adding 300 basis points to The Bond Buyer"20 Bond Index" published immediately preceding the
first day of the calendar month in which the Note was issued.
[Intentionally Left Blank—Signature Page Follows]
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WITNESS, our hand and said official seal as of the 5th day of April,2017.
(SEAL)
SIGNATUREOFFICIAL TITLE
14SY.0 ° 1-
sjzt
Michael Ignasiak,
Mayor
City of Edgewater,Florida
ext Robin L. Matusick
City Clerk/Paralegal
City of Edgewater,Florida
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TAX CERTIFICATE
The undersigned, John McKinney, as Assistant City Manager of the City of Edgewater,
Florida (the "City"), hereby certifies the following with respect to the $3,436,000 principal
amount of the City's General Obligation Note, Series 2017 (the "Series 2017 Note") being issued
on the date hereof pursuant to Chapter 166, Part II, Florida Statutes, and the following
resolutions: Resolution No. 2017-R-08 adopted by the City on April 3,2017,which,among other
things, authorized the execution and delivery of this Agreement and the issuance of the Note;
Resolution No. 2015-R-37, adopted by the City on December 7, 2015; and Resolution No. 2016-
R-05, adopted by the City on January 4,2016 (collectively,the"Resolution").
1. Purpose of the Series 2017 Note. The Series 2017 Note is being issued
to finance those certain acquisitions and capital improvements consisting of the engineering,
permitting, construction, expansion, and renovation of City recreational areas, facilities and
parks, including but not limited to, walking trails, playgrounds, splash parks, skate parks and
related amenities such as restrooms and paved parking areas (the"Project").
2. Proceeds of the Series 2017 Note. The City reasonably expects the
following with respect to the use of the proceeds of the Series 2017 Note:
(a) The sale proceeds received by the City from the sale of the Series
2017 Note are $3,436,000(the"2017 Sale Proceeds")which is the aggregate principal amount of
the Series 2017 Note will be deposited into the Project Fund.
(b) The 2017 Sale Proceeds will not exceed the amount necessary for
the governmental purposes of the Series 2017 Note.
(c) 2017 Sale Proceeds in the amount of$136,340.35 will be used on
the date of issuance of the Series 2017 Note to reimburse the City for certain capitalized costs of
the Project expended by the City prior to the issuance date of the Series 2017 Note. Such costs
were incurred and expended by the City after January 4, 2016, the date that the City adopted
Resolution No. 2016-R-05, declaring its official intent to issue the Series 2017 Note.
3. Payment of the Series 2017 Note. In accordance with the terms of the
Resolution, the Series 2017 Note is secured by a pledge of the full faith and credit and taxing
power of the City. While the Note remains outstanding,the City has covenanted that it will levy
and collect a direct annual tax, without limit as to rate or amount, on all taxable property within
its boundaries, sufficient to pay the principal of and interest on Note, as same shall become due
and payable (the"Ad Valorem Tax Revenues"). Such Ad Valorem Tax Revenues shall be levied
and collected at the same time, and in the same manner, as other ad valorem taxes are assessed,
levied and collected.
4. Yield on the Series 2017 Note.
(a) The yield on the Series 2017 Note (determined as the semiannual
discount rate at which the present value of payments of principal and interest on the Series 2017
Note equals the issue price of the Series 2017 Note) has been determined by the financial advisor
4830-7753-0694.2
43699/0008
to be 3.0603% (the "Note Yield"). For purposes of this calculation, the issue price of the Series
2017 Note is $3,436,000, representing the aggregate principal amount of the Series 2017 Note.A
certificate of the financial advisor regarding the Note Yield is attached as Exhibit A.
(b) The Series 2017 Note has been issued by the City to Ameris Bank
(the "Lender") in an amount equal to the principal amount of the loan provided by the Lender to
the City,which loan was entered into pursuant to an arm's length negotiation between the parties.
Certificates of the Lender with respect to the Series 2017 Note are provided in the transcript of
proceedings.
5. Arbitrage Rebate. The 2017 Loan Proceeds are expected to be spent on
or before 24 months of the date hereof and are therefore expected to be eligible for a spending
exception from rebate provided under applicable Treasury Regulation as described below:
Six-Month Exception to the General Rule. If all 2017 Loan Proceeds (including
earnings thereon) are spent within six months of today, other than amounts deposited in a
reasonably required reserve fund or a bona fide debt service fund, no rebate is required except as
described below in the case of an issue secured by a reasonably required reserve fund or in the
case of unexpected gross proceeds arising after today. If all proceeds (including earnings
thereon) required to be spent are so spent within this six-month period, except for 5% of the
Bond proceeds, and the 5% (plus earnings thereon) are spent within one year from today, no
rebate is required except as described below in the case of an issue secured by a reasonably
required reserve fund. If the issue is secured by a reasonably required reserve fund, rebate is
required on the reserve fund from the date the Bonds are issued, but not on the other funds. To
qualify for the six-month exception, there must be no collateral having an investment yield (as
contrasted with a mortgage of real property) pledged to, or otherwise available for, the payment
of the Series 2017 Note other than a reasonably required reserve or replacement fund or a bona
fide debt service fund. Even if Series 2017 Note proceeds qualify for this exception, there may
be required rebate with respect to any amounts that arise or are pledged to the payment of the
Series 2017 Note at a later date.
Eighteen-Month New Money Bond Exception to the General Rule. If all 2017
Loan Proceeds, other than those in a reasonably required reserve or replacement fund, or a bona
fide debt service fund, are expended in accordance with the spend-down requirements set forth
below, then rebate will only be required with respect to a reasonably required reserve or
replacement fund or unexpected gross proceeds arising after today, if any.
PERIOD SPEND-DOWN REQUIREMENT
6 months 15%
12 months 60%
18 months 100%
(except for reasonable retainages up to 5%)
30 months all reasonable retainages must be spent
To test these percentages for the six-month and 12-month periods, earnings reasonably expected
at closing are used to calculate the total to which the percentages are applied. Actual earnings
2
are used for the 18-month period test. If the Borrower exercises due diligence to complete the
Project and an amount not exceeding the lesser of three percent of the issue price of the Series
2017 Note or $250,000 remains unspent as of the 18th month, the final expenditure requirement
will be met. If the issue is secured by a reasonably required reserve fund, rebate is required on
the reserve fund from the date the Series 2017 Note is issued, but not the other funds. To qualify
for the 18-month exception, there must be no collateral having an investment yield (as contrasted
with a mortgage of real property) pledged to, or otherwise available for, the payment of the
Series 2017 Note other than a reasonably required reserve or replacement fund or a bona fide
debt service fund. Even if new money bond proceeds qualify for this exception, there may be
required rebate with respect to any amounts that arise or are pledged to the payment of the Series
2017 Note at a later date.
Two-Year New Money Bond Construction Expenditure Exception to the
General Rule. Rebate can also be avoided in the case of a new money bond issue 75% of the
"available construction proceeds" of which are reasonably expected to be used for construction
expenditures (with respect to property that is owned by a governmental unit or a 501(c)(3)
organization) and the proceeds of which are spent in accordance with the spend-down
requirements set forth below, except as described below. In general, amounts in a reasonably
required reserve fund are subject to rebate as of the earlier of substantial completion of
construction or the date two years from the date of issuance of the Bonds. A number of
elections,which are required to be made today, affect how this exception works. The Issuer may
elect to exclude the earnings on a reasonably required reserve fund from construction proceeds.
In that event, all earnings on the reasonably required reserve fund will be subject to rebate.
PERIOD SPEND-DOWN REQUIREMENT
6 months 10%
12 months 45%
28 months 75%
24 months 100%
(except for reasonable retainages up to 5%)
36 months all reasonable retainages must be spent
In addition, if the Borrower exercises due diligence to complete the Project, an
amount not exceeding the lesser of three percent of the issue price of the issue or $250,000 may
be disregarded in testing compliance with the 24 month spend-down requirement if the
reasonable retainage is not used, or the 36 month spend-down requirement if the reasonable
retainage is used.
Gross proceeds used to pay costs of issuance are not available construction
proceeds and expenditures for costs of issuance do not count towards meeting the spending
requirements. If, however, the requirements are met, and all costs of issuance are paid within
two years, no rebate is required on amounts used to pay such costs.
Available construction proceeds include earnings on other available construction
proceeds. For the first three periods the Issuer and the Borrower must use reasonable
expectations regarding future investment earnings in calculating such expenditure requirements.
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The Issuer has not elected to use actual facts rather than reasonable expectations as to future
earnings.
The Issuer has not elected to base the 75% construction rule on actual facts rather
than reasonable expectations as of the date of issuance.
Even if New Money Bond proceeds qualify for this exception, there may be
required rebate with respect to any amounts that arise or are pledged to the payment of the Bonds
at a later date. The City agrees to comply with the Arbitrage Rebate Covenants attached as
Exhibit B to this Certificate with respect to any amounts not excepted from the rebate
requirement.
6. Private Activity Bond Tests.
(a) The City reasonably expects that the Series 2017 Note will not
meet the private business test of section 141(b) of the Code for the entire term of the Series 2017
Note (the "private business test"). The private business test under section 141(b) is met if: (i)
more than 10%of the proceeds of the Series 2017 Note is to be used for any private business use
(the "private use test"); and (ii) the payment of principal of or interest on more than 10% of the
proceeds of the Series 2017 Note is (under the terms of such issue or any underlying
arrangement)directly or indirectly (1) secured by any interest in property used or to be used for a
private business use, or payments in respect of such property, or (2) to be derived from payments
(whether or not to the issuer) in respect of property, or borrowed money, used or to be used for a
private business use (the "private payment test"). The 10% limit described above is reduced to
5% if the private business use is unrelated or disproportionate to the governmental use.
(b) The City does not expect to meet the private loan financing test of
section 141(c) of the Code.
(c) The City will be the owner of the Project for federal income tax
purposes for the term of the Series 2017 Note. Except as otherwise advised by nationally
recognized bond counsel, during the period that the Series 2017 Note is outstanding, the City
will not enter into any lease with, or otherwise grant special legal entitlements to, any entity
other than a governmental entity, or enter into any management or service contract with any
entity other than a governmental entity for the operation of any portion of the Project unless the
management or service contract complies with the guidelines provided in Revenue Procedure
2017-13 or such other authority as may control at the time.
(d) The City represents that the Project will be owned and operated in
a manner which complies with the requirements set forth in this section, and reasonably expects
that the Project will continue to be so owned and operated throughout the term of the Series 2017
Note. The City will not change the ownership or use of all or any portion of the Project in a
manner that fails to comply with the requirements of this section unless it receives an opinion of
nationally recognized bond counsel that such change of ownership or use will not adversely
affect the exclusion from gross income of interest on the Series 2017 Note for federal income tax
purposes.
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7. Other Tax Representations.
(a) Other than the Series 2017 Note, there are no other obligations of
the City which have been or will be sold within 15 days of the date hereof, sold pursuant to the
same plan of financing, and that are expected to be paid from substantially the same source of
funds.
(b) The payment of principal and interest with respect to the Series
2017 Note will not be guaranteed (in whole or in part) by the United States or any agency or
instrumentality of the United States. The proceeds of the Series 2017 Note, or amounts treated as
proceeds of the Series 2017 Note, will not be invested (directly or indirectly) in federally insured
deposits or accounts, except to the extent such proceeds (i) may be so invested for an initial
temporary period until needed for the purpose for which the Series 2017 Note is being issued,(ii)
may be so used in making investments of a bona fide debt service fund, or (iii) may be invested
in obligations issued by the United States Treasury.
(c) The weighted average maturity of the Series 2017 Note is 10.9901
years which does not exceed 120 percent of the average reasonably expected remaining useful
life of the Project.
(d) The Series 2017 Note is not a"hedge bond" within the meaning of
section 149(g) of the Code and Treasury Regulation §1.149(g)-1 because: (i) the City reasonably
expects that 85% of the spendable proceeds of the Series 2017 Note will be used to carry out the
governmental purpose of the Series 2017 Note within the three-year period beginning on the date
of issuance of the Series 2017 Note and not more than 50% of the proceeds of the Series 2017
Note will be invested in nonpurpose investments having a substantially guaranteed yield for four
years or more. The Series 2017 Note is not being issued to hedge against future increases in
interest rates.
(e) The City agrees to maintain copies of all leases, management
contracts, service contracts or similar agreements that provide preferential use arrangements
regarding use of the Project with entities who are not governmental entities for the term of the
Series 2017 Note (including any notes or bonds issued to refund the Series 2017 Note) and for a
period of three years thereafter.
(1) The City has designated the Series 2017 Note as a "qualified tax-
exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code, based on its
determination that: (a) the aggregate face amount of all currently outstanding "tax-exempt"
bonds or other "tax-exempt" obligations (other than private activity bonds as defined in Section
141(a) of the Code), including the Series 2017 Note, issued by the City (and any subordinate
entities thereof and any issuer of"tax-exempt" debt that issues "on behalf of' the City) during
calendar year 2017 does not exceed $10,000,000; and (b) based upon reasonable investigation, it
is not reasonably expected that the City and any subordinate entities thereof and any issuer of
"tax exempt" debt that issues"on behalf of"the City) will issue in excess of$10,000,000 of tax-
exempt debt during calendar year 2017.
[Signature page follows on next page.]
5
To the best of my knowledge, information and belief, the expectations stated in this
Certificate are reasonable.
WITNESS my hand this 5th day of April, 2017.
CITY OF EDGEWATER,FLORIDA
By: '{4_,N...\
Jo Mc inney
Assistant City Manager
[Signature page of Tax Certificate]
4830-7753-0694.1
43699/0008
EXEIIBIT A
CERTIFICATE OF FINANCIAL ADVISOR
The undersigned, as Financial Advisor to the City of Edgewater, Florida in connection
with the sale of its $3,436,000 General Obligation Note, Series 2017 (the "Series 2017 Note"),
hereby represents that we have calculated the yield on the Series 2017 Note to be 3.0603 percent
and the weighted average maturity of the Series 2017 Note as 11.0122 years, as set forth in the
Arbitrage and Tax Certificate executed on this date by the City.
HILLTOP S URITIES > .
By:
Mark G. in
Director
A-1
EXHIBIT B
ARBITRAGE REBATE COVENANTS
The City hereby agrees to the following procedures in order to ensure that the Series
2017 Note will comply with the Code and Regulations (as defined below) with respect to certain
restrictions on arbitrage.
ARTICLE I
Definitions
Section 101. 'Terms not otherwise defined in Section 102 hereof shall have the
meanings given to them in the Arbitrage and Tax Certificate delivered today by the City in
connection with the issuance of the Series 2017 Note.
Section 102. The following terms shall have the following meanings:
Note Counsel's Opinion shall mean an opinion signed by an attorney or firm of
attorneys of nationally recognized standing in the field of law relating to municipal bonds
selected by the City.
Note Year shall mean each one-year period beginning on the day after the expiration of
the preceding Note Year. The first Note year shall begin on the date of issue of the Series 2017
Note and shall end on the date selected by the City, provided that the first Note Year shall not
exceed one calendar year. The last Note Year shall end on the date of retirement of the Series
2017 Note.
Note Yield is 3.0603 percent. Note Yield shall be recomputed if required by Regulations
section 1.148-4(b)(4) or 4(h)(3). Note Yield shall mean the discount rate that produces a present
value equal to the present value of the Issue Price of all unconditionally payable payments of
principal, interest and fees for qualified guarantees within the meaning of Regulations section
1.148-4(f) and amounts reasonably expected to be paid as fees for qualified guarantees in
connection with the Series 2017 Note as determined under Regulations section 1.148-4(b). The
present value of all such payments shall be computed as of the date of issue of the Series 2017
Note and using semi-annual compounding on the basis of a 360-day year.
Code shall mean the Internal Revenue Code of 1986, as amended, and any successor
provisions thereto.
Gross Proceeds shall mean:
(a) any amounts actually or constructively received by the City from the sale
of the Series 2017 Note but excluding amounts used to pay accrued interest on the Series 2017
Note within one year of the date of issuance of the Series 2017 Note;
(b) transferred proceeds of the Series 2017 Note under Regulations section
1.148-9;
B-1
a
(c) any amounts actually or constructively received from investing amounts
described in(a), (b)or this(c); and
(d) replacement proceeds of the Series 2017 Note within the meaning of
Regulations section 1.148-1(c). Replacement proceeds include amounts reasonably expected to
be used directly or indirectly to pay debt service on the Series 2017 Note, pledged amounts
where there is reasonable assurance that such amounts will be available to pay principal or
interest on the Series 2017 Note in the event the City encounters financial difficulties and other
replacement proceeds within the meaning of Regulations section 1.148-1(c)(4).
Whether an amount is Gross Proceeds is determined without regard to whether the
amount is held in any fund or account established under the Resolution.
Investment Property shall mean any security, obligation (other than a tax-exempt bond
within the meaning of Code section 148(b)(3)(A)), annuity contract or investment-type property
within the meaning of Regulations section 1.148-1(b).
Issue Price is S3,436,000, which is equal to the aggregate principal amount of the loan
by the Lender to the City. Issue price shall be determined as provided in Regulations section
1.148-1(b).
Nonpurpose Investment shall mean any Investment Property acquired with Gross
Proceeds, and which is not acquired to carry out the governmental purposes of the Series 2017
Note.
Payment shall mean any payment within the meaning of Regulations section 1.148-
3(d)(1)with respect to a Nonpurpose Investment,
Rebate Requirement shall mean at any time the excess of the future value of all
Receipts over the future value of all Payments. For purposes of calculating the Rebate
Requirement the Note Yield shall be used to determine the future value of Receipts and
Payments in accordance with Regulations section 1.148-3(c). The Rebate Requirement is zero
for any Nonpurpose Investment meeting the requirements of a rebate exception under section
148(f)(4) of the Code or Regulations section 1.148-7.
Receipt shall mean any receipt within the meaning of Regulations section 1.148-3(d)(2)
with respect to a Nonpurpose Investment.
Regulations shall mean the sections 1.148-1 through 1.148-11 and section 1.150-1 of the
regulations of the United States Department of the Treasury promulgated under the Code,
including any amendments thereto or successor regulations.
Yield shall mean the discount rate that, when used in computing the present value as of
the date the Nonpurpose Investment is first allocated to the Series 2017 Note of all
unconditionally payable receipts from the Nonpurpose Investment, produces an amount equal to
the present value of all unconditionally payable payments for the Nonpurpose Investment, using
the same compounding interval and financial convention used to compute the Note Yield. The
purchase price of a Nonpurpose Investment is the amount of Gross Proceeds directly used to
B-2
purchase the investment (including brokerage commissions and other qualified administrative
costs within the meaning of Regulations section 1.148-5(e)(2)) or, if not so directly purchased,
its value (as determined under Regulations section 1.148-5(d)) on the date it becomes a
Nonpurpose Investment.
ARTICLE II
Rebate Payments
Section 201. The City shall pay to the United States of America:
(a) not later than 60 days after the end of the fifth Note Year and every fifth
Note Year thereafter, an amount which, when added to the future value of all previous rebate
payments with respect to the Series 2017 Note(determined as of the last day of such Note Year),
is equal to at least 90% of the Rebate Requirement (determined as of the last day of such Note
Year); and
(b) not later than 60 days after the retirement of the Series 2017 Note, an
amount which,when added to the future value of all previous rebate payments with respect to the
Series 2017 Note (determined as of the date of retirement of the last Series 2017 Note), is equal
to 100% of the Rebate Requirement (determined as of the date of retirement of the last Series
2017 Note).
Each payment required to be made under this Section shall be filed with the Internal
Revenue Service, Ogden Submission Processing Center, Ogden, Utah 84201, on or before the
date such payment is due, and shall be accompanied by IRS Form 8038-T.
ARTICLE III
Investments
Section 301. No Nonpurpose Investment shall be acquired for an amount in excess of
its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an
amount less than its fair market value.
Section 302. For purposes of Section 301, whether a Nonpurpose Investment has been
purchased or sold or disposed of for its fair market value shall be determined as follows:
(a) The fair market value of a Nonpurpose Investment generally shall be the
price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller
in a bona fide arm's length transaction. Fair market value shall be determined on the date on
which a contract to purchase or sell the Nonpurpose Investment becomes binding.
(b) Except as provided in Section 303 and 304, a Nonpurpose Investment that
is not of a type traded on an established securities market, within the meaning of Code section
1273, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair
market value.
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(c) If a United States Treasury obligation is acquired directly from or sold or
disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be
treated as establishing the fair market value of the obligation.
Section 303. The purchase price of a certificate of deposit that has a fixed interest rate,
a fixed payment schedule and a substantial penalty for early withdrawal is considered to be its
fair market value if the yield on the certificate of deposit is not less than:
(a) the yield on reasonably comparable direct obligations of the United States;
and
(b) the highest yield that is published or posted by the provider to be currently
available from the provider on reasonably comparable certificates of deposit offered to the
public.
Section 304. A guaranteed investment contract shall be considered acquired and
disposed of for an amount equal to its fair market value if
(a) A bona fide solicitation in writing for a specified guaranteed investment
contract, including all material terms, is timely forwarded to all potential providers. The
solicitation must include a statement that the submission of a bid is a representation that the
potential provider did not consult with any other potential provider about its bid, that the bid was
determined without regard to any other formal or informal agreement that the potential provider
has with the City or any other person (whether or not in connection with the Series 2017 Note),
and that the bid is not being submitted solely as a courtesy to the City or any other person for
purposes of satisfying the requirements in the Regulations that the City receive bids from at least
one reasonably competitive provider and at least three providers that do not have a material
financial interest in the Series 2017 Note.
(b) All potential providers have an equal opportunity to bid, with no potential
provider having the opportunity to review other bids before providing a bid.
(c) At least three reasonably competitive providers (i.e. having an established
industry reputation as a competitive provider of the type of investments being purchased) are
solicited for bids. At least three bids must be received from providers that have no material
financial interest in the Series 2017 Note (e.g., a lead underwriter within 15 days of the issue date
of the Series 2017 Note or a financial advisor with respect to the investment) and at least one of
such three bids must be from a reasonably competitive provider. If the City uses an agent to
conduct the bidding,the agent may not bid.
(d) The highest-yielding guaranteed investment contract for which a
qualifying bid is made(determined net of broker's fees) is purchased.
(e) The determination of the terms of the guaranteed investment contract takes
into account as a significant factor the reasonably expected deposit and drawdown schedule for
the amounts to be invested.
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(f) The terms for the guaranteed investment contract are commercially
reasonable (i.e., have a legitimate business purpose other than to increase the purchase price or
reduce the yield of the guaranteed investment contract).
(g) The provider of the investment contract certifies the administrative costs
(as defined in Regulations section 1.148-5(e)) that it pays (or expects to pay) to third parties in
connection with the guaranteed investment contract.
(h) The City retains until six years after the Series 2017 Note is retired, (i) a
copy of the guaranteed investment contract, (ii) a receipt or other record of the amount actually
paid for the guaranteed investment contract, including any administrative costs paid by the City
and a copy of the provider's certification described in (g) above, (iii) the name of the person and
entity submitting each bid, the time and date of the bid, and the bid results and (iv) the bid
solicitation form and, if the terms of the guaranteed investment contract deviates from the bid
solicitation form or a submitted bid is modified, a brief statement explaining the deviation and
stating the purpose of the deviation.
ARTICLE IV
Further Assurances
Section 401. The City shall take all necessary and desirable steps to comply with the
requirements hereunder in order to ensure that interest on the Series 2017 Note is excluded from
gross income for federal income tax purposes under the Code; provided, however, compliance
with any such requirement shall not be required in the event the City receives a Note Counsel's
Opinion that either: (i) compliance with such requirement is not required to maintain the
exclusion from gross income of interest on the Series 2017 Note, or (ii) compliance with some
other requirement will meet the requirements of the Code. In the event the City receives such a
Note Counsel's Opinion, the City agrees to amend these Covenants to conform to the
requirements set forth in such opinion.
Section 402. If for any reason any requirement hereunder is not complied with, the City
shall take all necessary and desirable steps to correct such noncompliance within a reasonable
period of time after such noncompliance is discovered is discovered or should have been
discovered with the exercise of reasonable diligence and the City shall pay any required interest
or penalty under Regulations section 1.148-3(h).
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Form 8038-G Information Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) •
OMB No.1545-C720
(Rev.September 2011) ► See separate instructions.
Department of the Treasuy Caution:/f the issue price is under$100,000,use Form 8038-GC
Internal Revenue Service
Part I Reporting Authority If Amended Return,check here ► 0
I Issuer's name 2 Issuer's employer identification number(EIN)
City of Edgewater,Florida 59-6000314
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions 3b Telephone number of other person shown on 3a
Joseph B.Stanton 407-839-4200 .
4 Number and street(or P.O.box if mail is not delivered to street address) Room/Suite 5 Report number For IRS Use Only)
390 N.Orange Ave.,Suite 1400 13 I.:<- '.; i
6 City,town,or post office,state,and ZIP code 7 Date of Issue
Orlando,Florida 32801 April 5,2017
8 Name of issue 9 CUSIP number
General Obligation Note,Series 2017 N/A
boa Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other employee
instructions shown on 10a
John McKinney,Assistant City Manager 386-424-2400 ext.1302
Part II Type of Issue(enter the issue price) See instructions and attach schedule
11 Education. 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14
15 Environment(including sewage bonds) 15
16 Housing • 16
17 Utilities 17
18 Other. Describe► Parks and Recreation 18 $3,436,000
19 If obligations are TANs or RANs,check only box 19a ►❑
If obligations are BANs,check only box 19b ►0
20 If obligations are in the form of a lease or installment sale,check box ► ❑
Part III Description of Obligations Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue Price (c)Stated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 07/1/2036 $3,436,000 $3,436,000 11.012 years 3.060321%
Part IV Uses of Proceeds of Issue(including underwriters' discount)
22 Proceeds used for accrued interest 22 0
23 Issue price of entire issue(enter amount from line 21,column(b)) 23 $3,436,000
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 $0
25 Proceeds used for credit enhancement 25 -•"`r'
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total(add lines 24 through 28) 29 $0
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 $3,436,000
Part V Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded ► •
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) ►
34 Enter the date(s)the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
•
•
Form 8038-G(Rev.9-2011) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 WA
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract N/A
(GIC)(see instructions)
b Enter the final maturity date of the GIC '
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to N/A
other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box I. 0 and enter the following information:
b Enter the date of the master pool obligation ►
c enter the EIN of the issuer of the master pool obligation P.
d Enter the name of the issuer of the master pool obligation ►
39 If the issuer has designated the issue under section 265(bx3)(B)(i)(lll)(small issuer exception),check box ►0
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . ►0
41a If the issuer has identified a hedge,check box here 0.0 and enter the following information:
b Name of hedge provider 0-
c
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge,check box 10-
43
43 If the issuer has established written procedures to ensure that all nonqualified bonds of the issue are remediated according to the
requirement under the Code and Regulation(see instruction),check box 10.10
44 If the issuer has established written procedures to monitor the requirements of section 148,check box 10-
45a
45a If some portion of the proceeds was used to reimburse expenditures,check here ►0 and enter amount
of reimbursement ► $136,340.35
b Enter the date the official intent was adopted ► January 4,2017
Under penalties of perjury,I declare that I have examined this return.and accompanying schedules and statements,and to the best of my know:edge
and bekef,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary
Signature to process this r urn,to the person tha I have authorized above.
�
and
ConsentJohn McKinney,Assistant City Manager
Signal of is $authorized represents a Date
Type or print name and title
Printaype preparer's name P e' S' ature Date PTIN
Paid Joseph B.Stanton April 5 2017 Check if P01595167
Self-employed❑
Preparer's
Use Only Firms Name ► Broad and ass EIN ► 59-3389763
Firms Address► 390 N.Orange Ave.,Suite 1400,Orlando,FL 32801 Phone no. 407-839-4200
Form 8038-G(Rev.9-2011)
CERTIFICATE OF DELIVERY, PAYMENT AND
APPLICATION OF PROCEEDS
I, the undersigned, Mayor of the City of Edgewater, Florida, (the "Issuer"), DOES
HEREBY CERTIFY:
1. On April 5,2017,the Issuer delivered to Ameris Bank(the`Bank"),the following
described obligation of the Issuer:
City of Edgewater, Florida General Obligation Note, Series 2017, dated April 5,2017, in
the original principal amount of $3,436,000 (the "Note") in return for the receipt and
availability of$3,436,000 from the Bank. All terms used herein in capitalized form and
not otherwise defined herein shall have the same meanings as ascribed to them in
Resolution No. 2017-R-08 relating to the Note, adopted by the City Council of Issuer on
April 3,2017.
2. The proceeds of the Note in the amount of$3,436,000 are being used to provide
funds to finance the Project. No proceeds advanced pursuant to the Note are being used for any
private business use and no proceeds advanced pursuant to the Note are being loaned directly or
indirectly to any entity other than the Issuer.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 5th day of April,2017.
CITY OF EDGEWATER FLORIDA
By: lam) Y0, 'flacJf6
Michael Ignasiak,Mayor
ATTEST:
By: V-"' r' ,
Robin L. Matusick, City Clerk
4820-7987-0789.3
43699/0008
CERTIFICATE AS TO PUBLIC MEETINGS
Each of the undersigned members of the City of Edgewater, Florida (the "City") does
hereby certify as follows in connection with the authorization and issuance of that certain
$3,436,000 General Obligation Note, Series 2017 (the"Note"):
That he or she has no personal knowledge that two or more members of the City Council,
meeting together reached any prior conclusion regarding the authorization or issuance of the
Note or the delivery of the Note to Ameris Bank (the "Bank") to evidence a loan by the Bank to
the City, except at public meetings of the City Council held after due notice given in the manner
required. The undersigned further certify that he or she has no employment or direct commercial
relationship with the Lender.
Signed this 3rd ay of Aril,201
461
Mich.-1 , yor
Alag003
Christine Power,Councl oman
Amy Vogt, Councilwoman
Daniel BI Council.
—./Conro , Councilm.
3827.0606-7013.2
33699:0708
Notice Of Sale Printed On:3/3012017 2:25:16PM
Bond issue name: City of Edgewater,Florida General Obligation Note,Series 2017
Sale date: 04/05/2017
Closing date: 04/05/2017
Submitted by: rpritchard@broadandcassel.com
Submission date: 03/30/2017
II�-
**"Official***
CERTIFICATE OF COUNTY CANVASSSING BOARD
STATE OF FLORIDA
Volusia County
We, the undersigned, CHRISTOPHER KELLY, County Judge, JASON DAVIS,
Chair, County of Volusia, and ANN McFALL, Supervisor of
Elections, constituting the Board of County Canvassers in and for said County, do hereby certify that we
met on the 25m day of March, 2016 and proceeded publically to canvass the votes given for the City of
Edgewater Debt Referendum specified at the Election held on the 1St' day of March, 2016 as shown by
the returns on file in the office of the Supervisor of Elections.
We do hereby certify from said returns as follows:
For General Obligation Bond, Note, or Other Indebtedness for Improvements to City
Recreation Facilities and Parks. The whole number of vote cast was 4,460 of which number:
For Bonds received 2,599 votes
•
Against Bonds received 1,861 votes
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We certify that pursuant to Section 102.112, Florida Statute, the canvassing board has compared the
number of persons who voted with the number of ballots counted and that the certification includes all
valid votes cast in the election.
• County JL:dge
//,�
Volusia County Char
•
Supervisor of Elections
RECEIPT FOR NOTE
RECEIPT IS HEREBY ACKNOWLEDGED of the following described obligation of the
City of Edgewater, Florida(the"Issuer"):
$3,436,000 City of Edgewater, Florida General Obligation Note, Series 2017,
consisting of one fully-registered Note dated April 5, 2017, bearing interest at a
fixed rate of 3.06%,and maturing on July 1,2036.
Dated this 5th day of April 2017.
AMERIS BANK
By: /`d�,
Name: Mike Jac in
Its: Senior ice ' -sident
4369 _a
DISCLOSURE LETTER
In connection with the proposed issuance by the City of Edgewater,Florida(the"Issuer")
of its City of Edgewater,Florida General Obligation Note,Series 2017 in the principal amount of
$3,436,000 (the "Series 2017 Note"), Ameris Bank (the "Bank") has agreed to purchase the
Series 2017 Note upon the terms and conditions as are set forth in that certain Loan Agreement
dated April 5, 2017 between the Issuer and the Bank (the "Loan Agreement"). Prior to the
issuance of the Series 2017 Note,the following information is hereby furnished to the Issuer:
1. Set forth immediately below is an itemized list of the nature and estimated
amounts of expenses to be incurred for services rendered to the Bank in connection with the
issuance of the Series 2017 Note(such fees and expenses to be paid by the Issuer):
Bank Counsel Fees:$7,500(Rogers Towers,P.A.)
2. (a) No fee, bonus or other compensation is estimated to be paid by the Bank in
connection with the issuance of the Series 2017 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 2017 Note.
3. No underwriting spread will be realized by the Bank.
4. No management fee will be charged by the Bank.
5. Truth-in-Bonding Statement:
The Series 2017 Note is being issued to fund the cost of the Project (as defined in the
hereinafter described Resolution).
Unless earlier redeemed, the Series 2017 Note is expected to be repaid by July 1,2036.
At an annual interest rate of 3.06%, total interest paid over the life of the Series 2017 Note is
estimated to equal$1,157,837.36.
The Series 2017 Note will be payable solely from the Ad Valorem Tax Revenues levied
and collected as described in Resolution No. 2017-R-08, duly adopted by the Issuer on April 3,
2017, as amended and supplemented from time to time (the "Resolution"). Issuance of the
Series 2017 Note is estimated to result in a maximum of approximately $238,953.60 of Ad
Valorem Tax Revenues of the Issuer not being available to finance other services of the Issuer
each year during the life of the Series 2017 Note.
6. The name and address of the Bank is as follows:
,S26.17n.166.
Ameris Bank
1259 Granada Blvd.
Ormond Beach,Florida 32174
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the
Bank this 5th day of April,2017.
AMERIS BA/
ll .
By: mit�rA
Name: Mike JacksoIII
Title: Senior Vice nt
9
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BANK'S CERTIFICATE
This is to certify that Ameris Bank (the "Bank") 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 $3,436,000 City of
Edgewater, Florida, General Obligation Note, Series 2017 (the "Series 2017 Note") and no inference
should be drawn that the Bank, in the acceptance of the Series 2017 Note, is relying on Broad and
Cassel LLP (the "Series 2017 Note Counsel") or Doran Sims Wolfe & Ciocchetti (the "City
Attorney") as to any such matters other than the legal opinions rendered by Series 2017 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. 2017-R-08 adopted by the City on April
3, 2017, Resolution No. 2015-R-37, adopted by the City on December 7, 2015, and Resolution
No.2016-R-05,adopted by the City on January 4,2016 (collectively,the "Resolution").
We acknowledge and understand that the Resolution is not being qualified under the Trust
Indenture Act of 1939, as amended, and is not being registered in reliance upon the exemption from
registration under Section 3(aX2) 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,the Series 2017 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 2017 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 2017 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 2017 Note. Neither sce 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 2017 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 2017 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 5th day of April,2017.
AMERIS B• : K
By: /�ii,
Na Mike Jac .on
Title: Senior V ce Pr' ident
4450-U19-3205.J
4369NV00!
STATE OF FLORIDA •
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms.
*Bond Information forms (BF2003) are required to be completed try local governments pursuant to Chapter 19A-1.003, Florida Administrative Code
(FAC.).
'Bond Disclosure forms BF2004-A(Competitive Sale)or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the
delivery
of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1Xc)1,Florida Statutes(F.S.),respectively.
*Final Official Statements,if prepared,are required to be submitted pursuant to Section 218.38(1),F.S.
'Please complete all items applicable to the issuer as provided by the Florida Statutes.
'PURSUANT TO SECTION 218.369,F.S.,ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART I. ISSUER INFORMATION
1. NAME OF GOVERNMENTAL UNIT: City of Edgewater, Florida
• 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:
104 N. Riverside Drive, Edgewater, Elnrida 32132
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Volusia
4. TYPE OF ISSUER: COUNTY X CITY DEPENDENT SPECIAL DISTRICT INDEPENDENT
SPECIAL DISTRICT SCHOOL DISTRICT OTHER SPECIFY OTHER
5. IS THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT? _YES X NO
PART II. BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: City of Edgewater, Florida $3,436,000 General Obligation Note, Series 2017
2. AMOUNT ISSUED: 33,436,000 3. AMOUNT AUTHORIZED: $3,436,000
4. BASIS OF INT. RATE CALCULATIONS: ARBITRAGE YIELD NET INTEREST COST RATE
X TRUE INTEREST COST RATE VARIABLE OTHER
5. YIELD: 3.060321%
6 DATED DATE :April 5, 2017 7. SALE DATE:April 5, 2017 8. DELIVERY DATE: April 5, 2017
9. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166, Part II
SPECIAL ACTS
OTHER
10. TYPE OF ISSUE: _X_GENERAL OBLIGATION _SPECIAL ASSESSMENT SPECIAL OBLIGATION
REVENUE COP(CERTIFICATE OF PARTICIPATION) LEASE-PURCHASE
_BANK LOAN/LINE OF CREDIT
11. A. IS THIS A PRIVATE ACTIVITY BOND(PAB)? YES X NO
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO
2. IF YES, AMOUNT OF ALLOCATION:
4845-6062-6245.1
12. SPECIFIC REVENUE(S) PLEDGED: (Choose from the list below)
(1) PRIMARY: (a)Ad Valorem Taxes (2)SECONDARY:
(a) Ad Valorem Taxes (h)Guaranteed Entitlement (o)Public Service Tax
(b) Annual Appropriation (i)Lease Revenue (p)Regulatory Fees&Charges •
(c) Communications Services Tax (jj)Loan Payments (q)Special Assessment
(d)20%Constitutional Gas Tax (k)Local Option Gas Tax (r)Tax Increment
(e)Convention/Tourist/Resort Tax (I)Local Option Sales Tax (s)Utility Tax
(f)Direct Pay Letter of Credit (m)Other Excise Taxes (t)Other(specify on#3 below)
(g)Facility/Revenue/User Fees (n)Other Shared Revenue
(3) OTHER(S):.
13. A. PURPOSE(S) OF THE ISSUE: (Choose from the list below)
(1) PRIMARY (dd)Parks and Recreation (2)SECONDARY
(a)Administration(i.e.City HalVCourt house (i)Airport (q)Parking (y)Sewer/Waste Water
(b)Bond Pool/Loans or Grants to local Govt. (j)Corrections Facility (r)Convention/Civic Center (z)Refunding
(c)Retirement/Nursing/Assisted Living (k)Education (s)Public Museum,Library (aa)Single Family Housing
(d)Env.Sensitive Land Purchase (I)Electric Utilities (t)Public Safety (bb)Voting System
(e)Hospital Healthcare Facility (m)Equipment (u)Recreational Facility (cc)Water
(f)Mental Health Drug Treatment (n)Gas Utilities (v)Port/Marina (dd)Other(specify on#3 below) •
•(g)Operations(i.e.working capital.pension) (o)IndustriaVManufacturing (w)Redevelopment
(h)Water Control/Drainage/Storm water (p)Multi-Family Housing (x)Road and Bridge Projects
(3) OTHER(S)
B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (COMPLETE REFUNDING INFO)
(1) FOR EACH ISSUE REFUNDED LIST: (a)NAME OF ISSUE; (b) DATED DATE; (c) ORIGINAL PAR VALUE
(PRINCIPAL AMOUNT) OF ISSUE; (d)AMOUNT OF PAR VALUE(PRINCIPAL AMOUNT)REFUNDED.
(2) REFUNDED DEBT HAS BEEN: _ RETIRED OR _ DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES _ NO
B. IF YES,APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
14. TYPE OF SALE: COMPETITIVE BID NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT
15. INSURANCE/ENHANCEMENTS: _AGIC AMBAC CGIC _CLIC FGIC FSA
_HUD _MBIA _NGM _LOC(LETTER OF CREDIT) SPECIFY OTHER
X NO CREDIT ENHANCEMENT
16. LIST RATING(S) SCORE: _ MOODY'S S&P FITCH
OTHER SPECIFY OTHER X NOT RATED
17. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
INFORMATION: (see Specimen Note)
MATURITY DATES(MO/DAY/YR):
COUPON/INTEREST RATES:
ANNUAL INTEREST PAYMENTS:
PRINCIPAL(PAR VALUE)PAYMENTS:
MANDATORY TERM AMORTIZATION:
18. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: (see Specimen Note)
19. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER.
SOLE PURCHASER:
Ameris Bank
1259 Granada Blvd.
Ormond Beach, Florida 32174
20. PROVIDE THE NAME(S)AND ADDRESS(ES)OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO
ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
NO BOND COUNSEL NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
BOND/NOTE COUNSEL(S): Broad and Cassel
390 N.Orange Avenue,Suite 1400
Orlando, Florida 32801
FINANCIAL ADVISOR(S)/CONSULTANT(S):
First Southwest,a division of Hilltop Securities, Inc.
450 S. Orange Avenue, Suite 460
Orlando,FL 32801
OTHER PROFESSIONALS:
• ISSUER'S COUNSEL: Doran Sims Wolfe&Ciocchetti
1020 W. International Speedway Boulevard
Suite 100
Daytona Beach, Florida 32114
21. PAYING AGENT Clerk of the Issuer
22. REGISTRAR Clerk of the Issuer
23. COMMENTS:
PART Ill. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION,THE DIVISION SHOULD CONTACT:
Name and Title Joseph B.Stanton Phone 407-839-4210
Company Broad and Cassel
INFORMATION RELATING TO PARTY COMPLETING THIS FORM(If different from above):
Name and Title Phone
Company
Date Report Submitted:_
BF2004-A and BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154
Part Ill; Sections 159 Parts II, III or V;or Section 243 Part II,Florida Statutes.
24. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR
ENGAGED BY SUCH UNDERWRITER OR CONSULTANT:
X NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
25. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
NO FEES PAID BY ISSUER
(1) COMPANY NAME Broad and Cassel
FEE PAID:$15,000.00 SERVICE PROVIDED or FUNCTION SERVED: Note Counsel
(2) COMPANY NAME Hilltop Securities Inc.
FEE PAID:$15,000.00 SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME Rogers Towers.PA.
FEE PAID:$7.500.00 SERVICE PROVIDED or FUNCTION SERVED: Bank Counsel
(4) COMPANY NAME
FEE PAID:$_ SERVICE PROVIDED or FUNCTION SERVED:
(UNLESS YOU ARE EXEMPT FROM FILING A BF2004),PLEASE PROVIDE THE SIGNATURE OF EITHER THE
CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE
GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE OF THE
BONDS:
NAME(Typed/Printed): John McKinney SIGNATURE: 47eir
TITLE: Assistant City Manager DATE: April 5,2017
BF2004-B
ITEMS 26 AND 27 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
26. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE.
OR
PRIVATE PLACEMENT FEE: $
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
27. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE.
X NO GROSS SPREAD
PART IV. CONTINUING DISCLOSURE INFORMATION
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for fling continuing disclosure information required by SEC Rule 15c2-12, based on the following
information:
28. Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 15c2-12?
Yes X No
29. If yes, on what date is the continuing disclosure information required to be filed?
30. Provide the following information regarding the person(s) responsible for filing continuing disclosure information
required by SEC Rule 15d2-12 and the continuing disclosure agreement (including other obligated parties, if
appropriate).
Name:
Title:
Mailing Address:
Telephone Number:
FAX Number:
E-mail address (if e-mail notification is requested):
PART V. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED,
TO:
Courier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance
State Board of Administration State Board of Administration
1801 Hermitage Blvd., Suite 200 P. O. Drawer 13300
Tallahassee, FL 32308 Tallahassee, FL 32317-3300
Phone: 850/413-1304 or 413-1305
FAX: 850/413-1315
REVISED Dec. 9, 2002/bfcombo
CERTIFICATE AS TO RESOLUTION
I, Robin L. Matusick, City Clerk of the City of Edgewater, Florida (the "City"), DO
HEREBY CERTIFY that attached hereto as Exhibit A is a copy of Resolution No. 2016-R-05,
adopted at a meeting of the City Council of the City duly called and held on January 4, 2016, at
which meeting a quorum was present and acting throughout,which resolution is a true,complete and
correct copy thereof, and said resolution has been duly adopted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the form attached
hereto.
EN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
City as of this 5th day of April,2017.
(SEAL) CITY OF EDGEWATER, FLORIDA
By: Cr. A.-n--K:)
Robin L. Matusick, City Clerk
4814-9450-2469.1
43699/0008
EXHIBIT A
RESOLUTION NO. 2016-R-05
[Attached]
4814-94502169.1
4369910008
REsoLIyrIoN NO.2016-R-05
A RESOLUTION'OF THE CITY COUNCIL OF THE CI'FY OF
EDGEWATER, FLORIDA DECLARING THE OFFICIAL INTENT OF
THE CITY TO REIMBURSE ITSELF.FROM THE PROCEEDS OF TAX-
EXEMPT OBLIGATIONS'. • FOR AUTHORIZED CAPITAL
• EXPENTITURES; AND PROVIDING FOR SEVERABILITY. AND AN
EFFECTIVE DATE. •• . ..
WHEREAS, the.City Council of the.City of• _Edgewater, Florida (the. "City") in
• •
•
connection with authorized capital expenses aggregating up to approximately $3,500,000 for
certain capital improvements by.the City toits recreational areas, including Whistle Stop Park
(collectively, the "ProJects"), x�cts to incur exenses for which the City will advance general
funds legally available for such purposes;and
WHEREAS, the City intends to reimburse itself for all or a portion of such expenses
from the proceeds of tax-exempt obligations to be incurred by the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EDGEWATER,FLORIDA,DULY ASSEMBELED THAT:
Section 1. Declaration of Official Intent. The City hereby declares its official intent
to reimburse itself from the proceeds of obligations to.be incurred by the City for
expenses incurred with respect. to the Projects from March 15, 2016 forward under
Treasury Regulation § 1.150,2.'The obligations to be incurred to finance the projects are
expected not to exceed an aggregate principal amount of$3,500,000.
Section 2. Incidental Action. The Mayor, City Manager, City Clerk and Finance
Director are hereby authorized to take such actions as may be necessary to carry out the
purpose of this Resolution.
Section 3. Repealing Clause. All resolutions and orders or parts thereof in conflict
herewith,to the extent of such conflict,are hereby superseded and repealed.
•
1
42016-11-05
II
Section 4. Effective Date. This Resolution shall take etTect immediately upon
passage and adoption. :
Motion to approvewas made by . .i. U with
second by cr;n, t,•rzryr)--47',01,,r1L, during the City Council
meeting held this 041day of January,2016.
AYE NAY
Mayor Mike Ignasiak. ,. N
Councilwoman Christine Power
Councilwoman Gigi Bennington
Councilman Dan Blazi
Councilman Gary Conroy
PASSED AND.DULY ADOPTED this 4th day of January,2016.
ATTEST: CITY COUNCIL 01?THE
CITY.OF.ED GEWATER, w ORIDA
Robin L.Ma. usieh Mike Ignasiak
Interim City Clerk/Paralegal Mayor
Approved as to form:
C16l
Aaron R.Wol'y •
City Attorney
For the use and reliance only by the City of Edgewater, Approved by the City Council of the City of Edgewater
Florida. Approved as to form and legality by: at a meeting held on this 4th day of January,2016 under
Aaron It Wolfe,Esquire Agenda ltemNo 8
City Attorney
Doran,Sims,Wolfe&Ciocchetti
2
#2016-R-05
CERTIFICATE AS TO RESOLUTION
I, Robin L. Matusick, City Clerk of the City of Edgewater, Florida (the "City"), DO
HEREBY CERTIFY that attached hereto as Exhibit A is a copy of Resolution No. 2015-R-37,
adopted at a meeting of the City Council of the City duly called and held on December 7, 2015, at
which meeting a quorum was present and acting throughout,which resolution is a true,complete and
correct copy thereof, and said resolution has been duly adopted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the form attached
hereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
City as of this 5th day of April, 2017.
(SEAL) CITY OF EDGEWATER, FLORIDA
•
By: �` "D`x^
Robin L. Matusick, City Clerk
4812.2206.9317.1
43699/0008
EXHIBIT A
RESOLUTION NO. 2015-R-37
[Attached]
4812-2206.9317.1
43699/0008
RESOLUTION#2015-R37
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER,• FLORIDA; AUTHORIZING THE
ISSUANCE, SUBJECT TO THE DEBT REFERENDUM
h . •HEREIN PROVIDED. FOR, OF 'GENERAL OBLIGATION
BOND, NOTE OR OTHER..INDEBTEDNESS TO MATURE
• IN TWENTY (20) YEARS OR LESS IN AN AGGREGATE .
PRINCIPAL.AMOUNT NOT TO. EXCEED $3,500,000 FOR .
THE PURPOSE OF•PROVIDING.FUNDS TO 'FINANCE
THE CONSTRUCTION, •EXPANSION, RENOVATION
• INCLUDING BUT NOT .LIMITED TO ENGINEERING,
• PERMITTING AND IMPROVEMENT OF CITY
. RECREATIONAL •AREAS, FACILITIES AND PARKS
INCLUDING BUT•NO.T.LIMITED:TO WALKING TRAILS, .
PLAYGROUNDS, SPLASH PARKS, SKATE •PARKS, AND
• RELATED AMENITIES -SUCH AS •RESTROOMS AND
PAVED PARKING .AREAS, .:PAYABLE FROM All
VALOREM ..TAXES ..LEVIED ON • •ALL TAXABLE
PROPERTY -WITHIN THE TETT- OF•:EDGEWATER . .
WITHOUT LIMITATION AS TO RATE ANI) AMOUNT;
PROVIDING FOR AND CALLING A DEBT REFERENDUM
OF THE QUALIFIED ELECTORS OF THE CITY OF
EDGEWATER TO BE HELD ON MARCH 15, 2016; •
PROVIDING FOR OFFICIAL BALLOTS; PROVIDING •
• FOR DEBT REFERENDUM PROCEDURES; REPEALING
• . R.ESOLUTIONS. IN . CONFLICT HEREWITH; AND
• ESTABLISHING AN EFFECTIVE DATE.
HEREBY.RESOLVED BY THE CITY OF EDGEWATER, FLORIDA, AS
FOLLOWS: .
Section 1. AUTHORITY. This Resolution is adopted pursuant to the authority of
Chapter 166, Florida Statutes and .Chapter I00,. Florida Statutes and any other applicable
provision of law.
Section 2. FINDINGS. It is hereby found and determined as follows:
A. There is a need for improvements to be made to the recreational areas, facilities
and parks (the "City Parks") within the City of Edgewater, Florida (the "City") in order to
provide additional recreational activities for the benefit and enjoyment of the citizens of the City;
B. The necessary improvements include the construction, expansion, renovation
#2015-R-37
• .
including but not limited.to.engineering and permitting of the City Parks including, but not
• limited to, walking trails, playgrounds, splash parks, skate parks, and related amenities such as
restrooms and paved parking areas(the"Project"); •
C. The Project is required.for the health, safety and well-being of the citizens of the
City and constitutes an essential public purpose;
D. Itis in the best interest of the City to issue.general obligation indebtedness to
.finance the costs of the Project;
•F. Issuance by the City.of its general obligation.indebtedness, in an amount not to •
•
• exceed Three. Million Five Hundred Thousand Dollars.($3,500,000), secured by and payable
• from the-proceeds of ad valorem'taxes -levied on all. taxable property•within.the City•is an.
appropriate'method for financing the cost of the Project; -- - -
F. Chapter 166, Florida. Statutes and Article Vll,• Section 12. of the Florida
Constitution (the "Act"), authorize the .City to issue general obligation- indebtedness upon: ' • .
• approval by a majority of the-qualified electors residing in the .City-and-..voting in a bond
referendum conducted pursuant to law; •
•G. • March.15, 2016 or such other date thereafter.is may be authorized by law, is an •
appropriate and desirable date for the.conduct of the debt referendum election;and
H. All-things required to be done prior to the calling of a-debt.referendum with the
City on the issuance of the proposed,bonds have been done and it is.now desirable.to call-the
necessary debt referendum... •
Section 3. AUTHORIZATION OF BONDS. Subject and pursuant to the
provisions hereof, the general obligation bond, note or other indebtedness of the City (the
"Bonds") are authorized to be issued in the aggregate principal amount not exceeding Three
Million Five Hundred Thousand Dollars ($3,500,000) to finance or refinance the cost of the
Project and to pay the cost of issuing the Bonds, if the Bonds arc approved by the bond
2
H2015-R-37
•
1
referendum authorized herein. The monies received and interest earned from the issuance of the
( • Bonds will be used for such purpose. The Bonds shall be•general obligations of the City and
shall be secured.by the unlimited ad valorem taxing power of the City. The Bonds shall mature •
not more than twenty(20) years from the date of issuance, and the Bonds shall bear interest at a
rate not exceeding the maximum rate permitted by law at the time.of the sale of the 13onds. Such
Bonds may be issued in one or more series. Both principal and interest on the Bonds, and
redemption premiums, if any, shallbe payable at the office of the paying agent to be named by
the City at or prior to the sale.of theBonds. - •
• The Bonds shall be.issued pursuant to the authority granted under this Resolution and the •
• Act, but only after approval of the bond referendum'hereinafier called and subsequent adoption • • ..
• of an authorizing bond.resolution by.the City Council.• .
- • Section 4. DEBT.REFERENDUM. A.debt referendum of the qualified electors .
residing in the City is hereby called and ordered to be held-on March.15,2016 or such other date
•thereafter authorized by law,to.determine whether or not the.Bonds shall be authorized. •
• •Section 5. NOTICE OF BOND REFERENDUM. This Resolution shall be
- published twice in full as part.of the Notice of Referendum Election, together with a notice in
•substantially the form attached hereto as Exhibit "A"in-the Daytona Beach News Journal, a
newspaper of general circulation in the City. The publication.shall•occur once in the fifth (511)
•
week and once in the third(3rd)week prior to the week which includes March 15,2016.
Section 6. PLACES OF`VOT1.NG,INSPECTORS, CLERKS. The polls will open
at the voting places on the date of such bond referendum during the hours prescribed by law. All
qualified electors residing within.the City shall.be.entitled and permitted to vote at such debt
referendum On the proposition provided below: The places of voting and the inspectors and clerk
for the debt referendum shall be those designated by the Supervisor of Elections for Volusia
County.
3
112015-R-37
• Section 7. • .OFFICIAL.BALLOT. The ballots to be -sed in the debt referendum
shall contain a statement.of the description of the proposed issuances of Bonds, Notes or other
indebtendess,and shall be in substantially the following form:
CITY OF EDGEWATER,FLORIDA
GENERAL OBLIGATION BOND,NOTE OR OTHER INDEBTEDNESS . . •
IMPROVEMENTS TO CI`t Y RECREATIONAL AREAS,FACILITIES AND PARKS
INORDER TO PROMOTE THE HEALTH,SAFETY.AND WELL-BEING
OF OUR CITIZENS, SHALL_ THE CITY OF EDGEWATER ISSUE •
.GENERAL:OBLIGATION BOND, NOTE. OR OTHER INDEBTEDNESS
. •FOR....THE. PURPOSE • OF FINANCING • THE.• CONSTRUCTION,
.EXPANSION,•-RENOVATION INCLUDING BUT NOT" LIMITED TO
:ENGINEERING, 'PERMITTING . AND IMPROVEMENT OF.• CITY-
RECREATIONAL AREAS,- FACILITIES. AND•-PARKS, •INCLUDING, .
- -BUT NOT LIMTED TO,WALKING TRAILS, PLAYGROUNDS,SPLASH
• PARKS, SKATE PARKS, AND RELATED AMENITIES SUCH AS
• • . RESTROOMS AND'PAVED PARKING AREAS, 1N AN AGGREGATE • • •
PRINCIPAL'AMOUNT NOT EXCEEDING.$3.5 MILLION, IN ONE-OR
• MORE SERIES, BEARING:INTEREST.RATES NOT EXCEEDING THE
. • LEGAL-MAXIMUM: AND MATURING IN TWENTY.`(20) YEARS OR
! . , . . LESS TO BE SECURED BY AND PAYABLE FROM-AD VALOREM
• '.-TAXES LEVIED ON ALLTAXABLE PROPERTY WITHIN THE .CITY .
WIHTOUI'I.IMITA'rION.AS TO RATE AND AMOUNT?
• 0 - For Bonds
• . . _ Against,Bonds
Section 8.: PAYMENT OF REFERENDUM EXPENSES. The City Manager is
-hereby authorized and directed. to.approve the payment, of lawful expenses associated with •
• conducting the debt referendum.election. •
• Section 9. VOTER REGISTRATION BOOKS. The Supervisor of Elections for
Volusia County is hereby authorized and requested to furnish to the inspectors and clerks at each
place where the votes are to be cast in such debt referendum, applicable portions of the
registration books or certified copies thereof showing the names of the qualified electors residing
in the City.of Edgewater. • •
Section 10. ELECTION ADMINISTRATION. The debt referendum shall be held
. and conducted in the'manner prescribed by law and shall,as soon as practicable, be returned and
• 4
#2015-12-37
•
.
canvassed in the manner prescribed by law. The result shall show the number of qualified
electors who•voted.at such debt referendum and the number of votes cast respectively for and • •
against approval of the Bonds.• Upon certification:in the-manner prescribed by law, the results
shall be recorded in the minutes of.the City Council of the City of Edgewater. • •-
Section 11: ELECTION,RESULTS. .If the majority of the votes cast at such bond
• referendum shall be "For Bonds," the issuance of the Bonds-shall be authorized and the Bonds •
• may thereafter be issued as may be provided by the City Council of the Cityof Edgewater. •
'Section 12. SEVERABILECY. hi the event that any word,phrase,clause,sentence.or
• -.paragraph hereof shall be.held.invalid.by any court of competent jurisdiction, such holding shall •
not affect any other word.,clause,sentence or paragraph hereof.
Section 13. All resolutions or sparts of resolutions in conflict herewith are hereby
repealed.
Section.14. .This tesolutiorLshall take effect upon adoption. . • .
{ `,
After Motion by Councilman Blazi with Second by Councilman Conroy,the vote on this • •
res.olution at first reading on,November 16,2015 was.as follows: • •
• • AYE - NAY •
• • Mayor Mike ignasiak- X __--- .
Councilwoman Christine Power X
Councilwoman Gigi Bennington • • .X '
-Councilman Dan Blazi • . X' .
Councilman Gary Conroy X
5
02015-R-37
•
Mier Motion byktorruLtr..4,1;61,rzal with Second by e-wr'c•-"-4-errIPAIN-7? -1
the vote on this resolution during second reading/public hearing on December 7, 2015 was as
follows: AYE NAY
• Mayor Mike Ignasiak • .
• Councilwoman Christine Power
• Councilwoman Gigi Bennington
Councilman Dan 13Iazi
Councilman Gary Conroy • N.4. • .
• - . .
PASSED AND DULY ADOPTED this 7th day of December,2015.
•
ATTEST:
CITY COUNCIL OF TI-IE
CITY OF EDGEWATER,FLORIDA •
•
B : i0•Zeti Aqiiit‘ •
y I _
L Mike lgnasiak
• • Intetitn City Clerk/Paralegal •
• ' •
• '
•
. • .
• .
. .
•
For the use and reliance only by the City of Approved by the City Council of the City of
•
Edgewater,Florida. Approved as to form Edgewater at a meeting held on this 7th day •
and legality by: Aaron R.Wolfe,Esquire of December, 2015.under Agenda Item No.
City Attorney 8.4.
Doran,Simla,Wolfe,&Cioccheiti
6
#2015-R-37
EXHIBIT"A" •
Resolution#2015-R-37
. NOTICE OF THE CITY OF EDGEWA'.I.ER'S DEBT REFERENDUM •
• - . Pursuant.to the provisions of Section 100.342,.Florida Statutes, notice is hereby given
that a bond referendum election is to be held on March 15, 2016 or-such other date as may be
authorized by.law, and there shall.be submitted.to.the citizens of Edgewater the.question in
Resolution#2015-R-37, adopted by the City of Edgewater,-Florida on the 7th day of December, •
2015. The title ofResolution#2015-R-37 is as follows:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY.
OF .EDGEWATER,•. FLORIDA; AUTHORIZING THE*
. 'ISSUANCE, . SUBJECT.•TO. THE DEBT REFERENDUM
HEREIN PROVIDED:FOR, OF•.GENERAL -OBLIGATION. . - •
BOND, NOTE OR INDEBTEDNESS•IN AN AGGREGATE •
PRINCIPAL'AMOUNT NOT 'r0 EXCEED $3,500,000 FOR .
• ' .THE- PURPOSE OF PROVIDING FUNDS To.FINANCE •
•• .. • • THE CONSTRUCTION, EXPANSION, RENOVATION
• . INCLUDING• BUT NOT LIMITED TO ENGINEERING, . . .
PERMITTING • AND IMPROVEMENT. .01? CITY .
RECREATIONAL • AREAS, FACILITIES AND. PARKS •
INCLUDING, BUT NOT LIMITED TO,WALKLNG TRAILS,
`PLAYGROUNDS, SPLASH PARKS, SKATE PARKS, AND
RELATED AMENITIES SUCH .AS. RESTROOMS AND
PAVED : PARKING AREAS; • PAYABLE FROM AD
-VALOREM •••TAXES LEVIED. ON•••••.ALL. TAXABLE •
• - :PROPERTY WITHIN THE •CITY • :OF EDGEWATER
••WI'1 ROUT LIMITATION AS TO:RATE: AND .AMOUNT;
• PROVIDING FOR AND CALLING A DEBT REFERENDUM
.OF '111E QUAL1FIEI) ELECTORS OF THE CITY..OF
EDGEWATER TO BE HELD .ON MARCH 15, 2016; •
• PROVIDING FOR OFFICIAL BALLOTS; "PROVIDING • • .
• . . • ..:• FOR DEBT REFERENDUM PROCEDURES; REPEALING .• • • •
• •'RESOLUTIONS IN CONFLICT HEREWITH;- :AND.
. ESTABLISHING AN•EHFIi..CTIVE DATE.. • . •
The ballot.caption and referendum question is as follows: •
' • •CITY OF EDGEWATER,FLORIDA" ..• • . • . • • .
• • GENERAL OBLIGATION BOND,NOTE OR OTHER INDEBTEDNESS
• IMPROVEMENTS TO CITY RECREATIONAL AREAS,FACILITIES AND PARKS
• IN ORDER TO PROMOTE THE HEALTH,SAFETY AND-WELL-BEING
• OF OUR CITIZENS, SHALL TILE CITY OF EDGEWATER ISSUE
GENERAL OBLIGATION BOND, NOTE OR OTHER INDEBTEDNESS
• FOR THE • PURPOSE OF FINANCING THE CONSTRUCTION,
. EXPANSION, RENOVATION INCLUDING BUT NOT LIMITED TO
••• " • ENGINEERING, PERMITTING AND IMPROVEMENT OF CITY
RECREATIONAL AREAS, FACILITIES AND PARKS, INCLUDING,
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#2015-R-37
• • BUT : NOT LIMITED TO, WALKING TRAILS, PLAYGROUNDS, •
.. SPLASH PARKS, SKATE PARKS, AND RELATED AMENITIES SUCH• • .
• • .AS RES'TROOMS AND PAVED PARKING AREAS,IN AN AGGREGATE •
• - PRINCIPAL AMOUNT.NOT EXCEEDING $3.5 MILLION, IN ONE. OR:••
. MORE SERIES, BEARING IN'I'ERFST RATES NOT EXCEEDING THE
• • LEGAL MAXIMUM AND MATURING IN TWENTY (20) YEARS tOR
• ' • -LESS;,TQ- BE SECURED.BY AND PAYABLE FROM AD VALOREM
. ••TAXES.LEVIED•ON ALL TAXABLE PROPERTY WITHIN THE CITY
WITHOUT LIMITATION AS TO RATE AND AMOUNT? • - • . •
• For Bonds • • •
. • . • - Against Bonds .
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#2015-K-37 •
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City of
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El !dTA TER
December 9,2015
Ann-McFall ;.
Supervisor of Elections -• : _
136 N.Florida Avenue.
DeLand,FL 32720
Re: City of Edgewater
Resolution#2015-R-37 Debt Referendum for March 2016
Dear Ms.McFall:
During the City Council meeting held on.December 7, 2015, Council approvedthe above-
referenced Resolution (copy enclosed)authorizing the issuance,subject to the Debt Referendum
of General Obligation Bond,Note or other indebtedness.
Thereby,Council has authorized a debt referendum of the.qualified electors residing in the City
to beheld on March 15,2016.or such other date authorized by law to determine if said Bonds
shall be authorized.
.
Pursuant to the above stipulations,the City of Edgewater is hereby requesting that this item be
placed on the March 15, 2016 election ballot. Can you please contact me at the email or phone
number listed below to inform me of what we would need to do in an effort to facilitate in this
matter.
Since this position is new for me,I would appreciate any and all help in this matter. In advance,
thank you for your help and consideration.
Sincerely,.
Robin L.Matusick
Interim City Clerk/Paralegal
rmatusick@cityofedgewater.org
/rim
Enclosure
Copy to: City Manager
Office of the City rkkPj legal
P.O.Box 100•Edgewater,F1.32132-0100
(386)424-2400,Ext.1 101•Fax(386)424-2410
I www.cirynfed2ewnter.orx
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