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90-R-35BLACKLINE COPY RESOLUTION NO. 90-R-35 A indicafes deletions A RESOLUTION AUTHORIZING THE ACQUISITION AND indiufes imerfions CONSTRUCTION OF EXTENSIONS AND IMPROVEMENTS .. TO THE WATER AND SEWER SYSTEM OF THE CITY OF ^" EDGEWATER, FLORIDA AND THE REFINANCING OF CERTAIN OUTSTANDING DEBT OF THE CITY; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $15,000,000 WATER AND SEWER REVENUE BONDS, SERIES 1990 AND NOT EXCEEDING $4,700,000 WATER AND SEWER REVENUE BOND ANTICIPATION NOTES, SERIES 1990. TO FINANCE THE COST OF SUCH PROJECT AND REFINANCING; PROVIDING FOR THE PAYMENT THEREOF; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS AND NOTES; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; REPEALING PRIOR AUTHORITY TO ISSUE BONDS; DESIGNATING THE NOTES AS A 4iJ r.rvsvD TAX-EXEMPT OBLIGATION* PROVIDING FOR NEGO17ATED SALE OF THE NOTES TO SUN BANK, NATIONAL ASSOCIATION UPON TERMS SPECIFIED HERRIN• AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF EDGEWATER, FLORIDA (the "Issuefl: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 166, Part' U, Florida Statutes, Chapter 180. Florida Statutes, Section 215.431. Florida Statutes, and other applicable provisions of law (hereinafter collectively referred to as the "Act". SECTION 2. DEFINITIONS. All terms defined herein shall have the following meanings unless the text otherwise expressly requires. Words importing singular number shall Include the plural number in each case and vice versa, and words Importing persons shall include firms and corporations: "1990 Bonds" shall mean the Water and Sewer Revenue Bonds. Series 1990. herein authorized to be issued. "Aeereted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Payment Date next precedingthe date of computation or the date of computation if an Interest Payment Date. such interest to accrue at a rate not exceeding the legal rate, compounded semi-annually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 360 day year. uc,04/06/90­2804-snol .1- R" .04/10/90 Rr.04/30/90 Rev.05/1e/Bn "Act" means the laws described in Section 1 hereof. "Additional Parity Bonds" shall mean additional bonds Issued by the Issuer in compliance with the terms, conditions and limitations contained herein which have an equal lien on the Pledged Funds with the 1990 Bonds. "Allowable Impact Fees" shall mean, in any period and for each series of Bonds, an amount of Impact Fees not in excess of the Impact Fee Percentage times the aggregate Bond Service Requirements for such series of Bonds, less the amount of Allowable Impact Fees actually used in all prior periods to pay Bond Service Requirements on such series of Bonds and actually deposited into the Reserve Account and previously applied to reduce the Allowable Impact Fees for such series of Bonds; provided, that the Allowable Impact Fees in any period for each series of Bonds shall not exceed the Bond Service Requirements for such series maturing or redeemed in such period and in all prior periods. "Amortisation Installment", with respect to any Tenn Bonds of a series, shall mean an amount or amounts so designated which is or are established for the Term Bonds of such series. "Authorised Investments" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds: (1) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States; (2) Bonds, debentures, notes, participation certificates or other evidences of indebtedness issued, or the principal of and interest on which are unconditionally guaranteed, by the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Home Loan Bank System, the Export -Import Bank of the United States, the Federal Financing Bank, the Federal Land Banks, the Government National Mortgage Association, the Federal National Mortgage Association, the United States Postal Service or any other agency or instrumentality of or corporation wholly owned by the United States of America; (9) New Housing Authority Bonds or Project Notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions to be paid by the United States of America or any agency thereof; (4) Direct and general obligations, to the, payment of which the full faith and credit of the issuer is pledged, of any state which at the time of investment is rated by any nationally recognized bond rating agency and assigned by such agency a rating which denotes a security with investment characteristics at least equal to the investment characteristics of a security presently rated by Moody's Investors Service, as "A" or better, LEL-05/15/90-2894-Rm"1 $- (5) Bank time deposits evidenced by certificates of deposit, and banker' acceptances, issued by any bank. savings and loan association, bust company or national banking association insured by the Federal Deposit Insurance Uiporation. or the Federal Savings and Loan Insurance Corporation provided, that such deposits are fully and continuously secured by obligations described in paragraphs (1). (2) or (3) of this definition; (6) Repurchase agreements with any bank, trust company or national banking association insured by the Federal Deposit Insurance Corporation or with any government bond dealer recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is fully and continuously secured by obligations described in paragraph (1). (2) or (3) of this definition; (7) Shares of investment companies which invest principally in United States government securities. Government agency securities, bank money instruments, corporate debt instruments, including commercial paper and variable amount master demand notes, and repurchase and reverse repurchase agreements, having a maturity of no more than two years; (8) Commercial paper which has received the highest investment grade rating from two nationally recognized rating agencies; and (9) Investments under the "Investment of Local Government Surplus Funds Act", being Part N, Chapter 218, Florida Statutes (1989). "Bond Service Requirement' as of any date of calculation and with respect to any period, as applied to the Bonds of any series. shall mean the sum of. (1) The amount required to pay the interest becoming due on the Bonds of such series during such period except to the extent that such interest shall have been provided by payments into the Sinking Fund out of Bond or Note proceeds; (2) The amount required to pay the principal of Serial Bonds of such aeries maturing in such period; and (3) The Amortization Installment for the Term Bonds of such series for such period. In computing the Bond Service Requirement for any period for Bonds of any aeries, the Issuer shall assume that a principal amount of Term Bonds and the Accreted Value of the Capital Appreciation Term Bonds for such period will be retired by purchase or redemption in such period and that on that stated maturity date, only the remaining Amortization Installment applicable to Term Bonds and Capital Appreciation Tenn Bonds in such year shall be deemed to mature in such year. The Band Service Requirement for any Bond Year shall be adjusted to reflect any amounts on deposit in the Sinking Fund in excess of current requirements (including deficiencies in prior requirements) and available for the payment of the Bond Service Requirement in such Bond Year. "Bond Year" shall mean the annual period ending on a principal maturity date. "Bonds" shall mean the 1990 Bonds and all Additional Parity Bonds hereafter issued by the Issuer. ua. os/i5/so-zssa-aml -S- "Capital Appreciation Bonds" shall mean Bonds the interest on which is payable only at maturity or redemption, as determined by subsequent resolution. "Capital Appreciation Term Bonds" shall mean Capital Appreciation Bonds of a series all of which shall be stated to mature on one date, which shall be subject to retirement by operation of the Bond Amortization Account, and the interest on which is payable only at maturity or redemption. "Consulting Engineers" shall mean Dyer, Riddle. Mills and Precourt, Inc., Orlando, Florida, or such other qualified and recognized consulting engineers, having a favorable repute for skill and experience as consulting engineers with respect to facilities similar to the System, at the time retained by the Issuer to perform the acts and carry out the duties as herein provided for such Consulting Engineers. The functions of the Consulting Engineers hereunder may be divided between or among consulting engineers. "Cost of Operation and Maintenance" of the System shall mean the current expenses, paid or accrued, of operation, maintenance and repair of the System, calculated in accordance with generally accepted accounting principles, but shall not include any (I) reserves or renewals and replacements, (11) extraordinary repairs. (fit) any allowance for depreciation or amortization, (iv) reimbursement to the Ci tem�j interest or at other andebt the cost of services provided for the benefit of the y payable from Net Revenues, or (vi) expenses actually funded from sources other than Gross Revenues. "Federal Securities" shall mean direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. "Gross Revenues" shall mean all income or earnings derived by the Issuer from the operation of the System, determined in accordance with generally accepted accounting principles, excluding (i) Impact Fees, (if) interest earnings on the Construction Fund and the Improvement Fund and (W) transfers from the Revenue Fund into the Rate Stabilization Fund, and including (y) transfers from the Rate Stabilization Fund to the Revenue Fund and (z) investment earnings on all funds and accounts established hereunder except the Construction Fund and the Improvement Fund. "Gulf Breese Loan" shall mean the Issuer's Loan from the City of Gulf Breeze, Florida Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B, in the original amount of $650.000 dated September 1, 1988. "Impact Fee Percentage" shall mean, for each series of Bonds that percentage obtained by dividing the New User Facilities Portion for such series of Bonds by the original principal amount of such series of Bonds. "Impact Fed" shall mean the charges levied upon and collected from new users of the System by the Issuer to the extent that such fees are legally available solely for the construction and acquisition of New User Facilities or the financing thereof and administrative fees. 'Rmprovement Fund" shall mean the Water and Sewer Fund created by the Issuer for deposit of Impact Fees. ua.oa/ r s/eazm4.R�l -4- "Interest Payment Date" shall mean, as to the Capital Appreciation Bonds, the semi-annual dates fixed by subsequent resolution, on which accreted interest is computed to compound, and, as to the other Bonds, on which interest is payable. "truer"' shall mean the City of Edgewater, Florida. "Maturity Amount" means the amount payable upon the stated maturity of a Capital Appreciation Bond equal to the principal amount thereof plus all accrued Interest thereon from the date of issue to the date of maturity. "Maximum Bond Service Requirement" for all Bonds or any series of Bonds shall mean, as of any particular date of calculation and with respect to any period, the Bond Service Requirement as contemplated for the then current or any future period In which such sum Is the greatest. "Net Revenues" of the System shall mean the Gross Revenues after deduction of the Cost of Operation and Maintenance. "New User FacWtles" shall mean improvements, extensions and additions to the System, together with all lands or interests therein, including plants, buildings, machinery. franchises, pipes. mains, fixtures, equipment and all property. real or personal, tangible or Intangible, heretofore or hereafter constructed or acquired In order to meet the Increased demand upon the System, whether. actual or anticipated, created by new users connecting to the System. "New User Facilities Portion" shall mean, for each series of Bonds, that portion of such Bonds issued hereunder, the proceeds of which are used to finance or to hereafter refinance New User Facilities. 'Notes" shall mean the Water and Sewer Revenue Bond Anticipation Notes, Series 1990, herein authorized. "Outstanding" or "outstanding", when referring to Bonds or Notes, shall mean Bonds or Notes issued hereunder except (I) those which have been paid, or for which provision for payment has been made (under Section 18 for Bonds or Section 32A(1) for Notes), and (it) those in exchange for which new Bonds or Notes have been issued under Section 9, 10 or 11 hereof, as to Bonds. or Sections 27 or 28, as to Notes. "Owners" shall mean the owners of the Bonds as shown on the registration books of the Registrar, and the holders or ;egistered owners, as appropriate, of the Notes. "Paying Agent" shall mean the Clerk of the Issuer or such other paying agent as is appointed by the Issuer from time to time to serve as paying agent hereunder. "Pledged Funds" shall mean the Net Revenues, the Allowable Impact Fees, the income on Investment of funds held In the Construction Fund under this Resolution; and, until applied as herein provided, the proceeds of the Notes and the Bonds. ua,05/15/90-28ee-se"t -6- "Prior Uen Bondi" shall mean the Issuer's outstanding Waterworks and Sevier%System Refunding and Improvement Revenue Bonds, dated February 1. 1964. and the Gulf Breeze Loan. "Prior Notes" shall mean the Issuer's Water and Sewer Revenue Bond Anticipation Notes, Series 1989. dated July 28, 1989 and maturing on July 26. 1990. "Project" shall mean the acquisition and construction of extensions and improvements to the System consisting of a new western water treatment plant, expansion of water supply welltield. water transmission mains, expansion of capacity of and upgrading of treatment by existing wastewater treatment plant, new wastewater collection system and fire protection water distribution improvements in Florida Shores area, wastewater reuse distribution system, and minor Improvements, more particularly described in the plans and specifications on file or to be on file with the Issuer, as may be revised or supplemented from time to time: including, without limitation, the acquisition of private utility systems in the Issuer's Chapter 180 reserve area and in accordance with the Issuer's Southern Reserve Planning Area Water and Wastewater Master Plan. "RAU Consultant" shall mean an engineer or other consultant having recognized expertise in public utility finance, including projections of utility revenues and development of utility rate studies. "Registrar" shall mean the Clerk of the Issuer or such other registrar as shall be appointed from time to time by resolution of the Issuer. , "Reserve Requirement" shall mean the Maximum Bond Service Requirement coming due in any future Bond Year. "Resolution" shall mean this resolution of the Issuer, as hereafter amended and supplemented from time to time in accordance with the provisions hereof. "Serial Bonds" shall mean the Bonds of a series which shall be stated to mature in annual installments. "System" shall mean the Issuer's presently existing water and sewer system, together with all additions, extensions and improvements thereto heretofore or hereafter constructed or acquired. "Tax Code" shall mean Section 103 and Part N of Subchapter B of Chapter I of the Internal Revenue Code of 1986. as amended, or any successor law. and any valid and applicable Hiles and regulations promulgated thereunder. 'Term Bonds"shall mean the Bonds of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account. SECTION S. FINDINGS. It is hereby ascertained, determined and declared that: A. The Issuer now owns, operates and maintains the System and derives Gross Revenues and Impact Fees from fees, rates, rentals and other charges made and collected for the products, services and facilities of the System. ua.os/xs/so-zsee-smi -6- B. The Net Revenues are not now pledged or encumbered in any manner, except for the payment of the Prior Lien Bonds and the Prior Notes now ot:tstanding. The Impact Fees are not presently pledged or encumbered in any manner: except that such hnpact Fees are legally available solely for the construction and acquisition of New User Facilities or the financing thereof. C. It is necessary and desirable to acquire and construct the Project in order to preserve and protect the public health, safety, and welfare of the inhabitants of the Issuer, and to provide for the retirement of the Prior Lien Bonds and the Prior Notes. D. It is estimated that the aggregate amount of permanent financing needed to provide funds to acquire and construct the Project and to provide for the retirement of the Prior Lien Bonds and the Prior Notes is an amount not exceeding $39.000.000, to be provided from the issuance of 1990 Bonds in an amount not exceeding $15,000.000 and from State of Florida, Department of Environmental Regulation revolving loans or other sources. E. The principal of and interest on the 1990 Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds as provided herein. The Issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the 1990 Bonds or to make any of the required sinking fund, reserve or other payments and such Bonds shall not constitute a lien upon any property of, or in, the [gauer. The 1990 Bonds shall not constitute a general indebtedness of the issuer within the meaning of any constitutional or statutory provision. F. The Issuer has previously issued the Prior Notes to provide money for a portion of the cost of the acquisition and construction of the Project. The timing of construction of various portions of the Project, the sources of financing available, and the nature of the revenue sources to be utilized to secure the entire financing needs of the Issuer have resulted in a financing plan in which the Issuer intends to f _issue the Notes, in anticipation of a later sale of 1990 Bonds, in an amount sufficient to to provide for retirement of the Prior uen Bonds, fegre4k.&-F-L4 e Plates and to retire a portion of the Prior Notes (it) utilize unspent proceeds of the Prior Notes to provide for reWernent _ the Pri lAea to retire a mrtlon of the prior Notes and (W) subsequently issue the 1990 Bonds in one or more installments to retire the Notes and to fund a portion of the costs of the Project SECTION 4. AUTHORIZATION OF PROJECT AND REFUNDING. A. There Is hereby authorized the acquisition, installation, construction and outfitting of the Project pursuant to the report of the Consulting Engineers, presently on file or to be filed with the Issuer. The cost of the Project in addition to the items set forth in the plans and specifications, may include, but need not be limited to, the acquisition of any lands, rights -of -ways or Interest therein or any other properties deemed necessary or convenient therefor, engineering, legal and financing expenses, expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys: the fees of fiscal agents, financial advisors or consultants; operating costs incurred during construction: administrative expenses relating solely to the construction and acquisition of the Project; the capitalization of interest on those 1990 Bonds attributable to the cost of the Project for a reasonable period after the Issuance of the 1990 Bonds; the creation and establishment of reasonable reserves for debt service: the discount on the sale of the 1990 Bonds, if LXL05/15/WW4 Ra l .7- applicable; repayment of interim advances and indebtedness; premiums for bond insurance or other credit enhancement fees; and such other costs and expenses as may be necessary or incidental to the idnancing herein authorized and the construction and acquisition of the Project and the placing of same in operation. B. There is hereby authorized the refunding of the Prior Lien Bonds and the Prior Notes, as provided herein. SECTION S. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds authorized to be Issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Owners. The covenants and agreements herein and therein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Owners of any and all of the Bonds all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION S. AUTHORIZATION OF 1990 BONDS. Subject and pursuant to the provisions hereof, bonds of the Issuer to be known as "Water and Sewer Revenue Bonds, Series 1990", herein sometimes referred to as "1990 Bonds", are authorized to be Issued In the aggregate principal amount of not exceeding Fifteen Million Dollars ($15,000,000). SECTION 7. DESCRIPTION OF 1900 BONDS. The 1990 Bonds shall be in such denominations, and shall be dated, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate fixed by the Act or other applicable law, and shall mature on such date and in such years and amounts all as shall be determined by resolution of the Issuer adopted prior to the delivery thereof. The 1990 Bonds shall be issued in fully registered form, without coupons; shall be payable with respect to both principal and Interest upon presentation and surrender thereof on the date fixed for maturity or redemption thereof at the office of the Bond Registrar In lawful money of the United States of America; and shall bear interest from such date, but not earlier than the date of the 1990 Bonds, payable at such times, all as is fixed by subsequent resolution of the Issuer. Interest on the 1990 Bonds which is payable prior to maturity or redemption shall be paid by check or draft mailed to the Owners, at their addresses as they appear on the Bond Register, at the close of business on the 15th day of the month (whether or not a business day) next preceding the Interest Payment Date for the 1990 Bonds (the "Record Date"), Irrespective of arty transfer of the 1990 Bonds subsequent to such Record Date and prior to such Interest Payment Dote, unless the Issuer shall be In default in the payment of Interest due on such Interest Payment Date. In the event of any such default, such defaulted interest shall be payable to the Owners at the close of business on a special record date for the payment of defaulted interest as established by notice mailed to the Owners in whose names such 1990 Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. If the date for payment of the principal of, premium, if any, or interest on the 1990 Bonds shall be a Saturday. Sunday, legal holiday or a day on which the uo-06/15/sa299e-sal -8- banking institutions in the city where the principal office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which Is not a Saturday. Sunday or legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as If made on the nominal date of payment. The 1990 Bonds (except Capital Appreciation Bonds) may be issued or exchanged for 1990 Bonds in coupon form, payable to bearer, in such form and with such attributes as the Issuer may provide by supplemental resolutions, upon receipt of an opinion from a nationally recognized bond counsel that such Issuance or exchange will not cause interest on the 1990 Bonds to be includable in gross income of the Owner for federal Income tax purposes. SECTION S. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer by the Mayor and attested and countersigned by the City Clerk of the Issuer, and the corporate seal of the Issuer or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of such officers shall be imprinted or reproduced on the Bonds. The Certificate of Authentication of the Bond Registrar, hereinafter described, shall appear on the Bonds, and no Bonds shall be valid or obligatory for arty purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall at all [Imes be a manual signature. hi case any officer whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bonds shall hold the proper office with the Issuer, although at the date of delivery of such Bonds such person may not have held such office or may not have been so authorized. If any series of the Bonds are validated, the validation certificate on Bonds shall be executed with the manual or facsimile signature of the Mayor. The Issuer may adopt and use for such purposes the facsimile signature of arty person who shall have held such office at arty time on or after the date of adoption of this Resolution, notwithstanding that he may have ceased to be such officer at the time the Bonds are actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. A. NEGOTIABILITY. The Bonds shall be and shall have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code -Investment Securities of the State of Florida. and each_ successive Owner, in accepting any of the Bonds shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable Instruments under the Uniform Commercial Code -Investment Securities of the State of Florida. B. REGISTRATION AND TRANSFER There shall be a Registrar for the Bonds which shall be the City Clerk or a bank or trust tympany located within or without the State of Florida. The Registrar shall maintain the registration books of the Issuer (the "Bond Register") and be responsible for the transfer and exchange of the Bonds. The Issuer shall, prior to the proposed date of delivery of any Bonds, by resolution designate the Registrar and Paying Agent. The Registrar shall maintain the Bond Register for the registration of the transfer and LKL-06/16/8 2894-R.l -9- exchange of the Bonds in compliance with an agreement to be executed between the Issues end such Registrar. The Bonds may be transferred upon the Bond Register, upon delivery to the Registrar, accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Issuer and the Registrar duly executed by the Owner or by his duly authorized attorney, together with written instructions as to the details for the transfer of such Bonds, along with the social security or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any Bond shall be effective against the Issuer. Registrar or Paying Agent until entered on the Bond Register maintained by the Registrar. In all cases of the transfer of the Bonds, the Registrar shall enter the transfer of ownership on the Bond Register and shall authenticate and deliver in the name of the transferee or transferees a new fuUy registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. Any Bond or Bonds shall be exchangeable for a Bond or Bonds of the same maturity and interest rate, in any authorized denomination, but in a principal amount equal to the unpaid principal amount of the Bond or Bonds presented for exchange. Bonds to be exchanged shall be surrendered at the principal office of the Registrar, and the Registrar shall deliver in exchange therefor the Bond or Bonds which the Owner making the exchange shall be entitled to receive. The Issuer or the Registrar may charge the Owner of such Bond for every such transfer or exchange, an amount sufficient to reimburse them for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange, and may require that such charge be paid before any such new Bond shall be delivered. If the Issuer at any time or from time to time determines that a Book Entry Registration System shall be used for any series of Bonds, the Issuer is authorized to enter into an agreement in the form attached hereto as Exhibit Ala (the "Book Entry Agreement") with the Registrar and Paying Agent and with the Depository Trust Company rDTC"). or any successor thereto, or other securities depository, and make such other provisions and perform such further acts as are necessary or appropriate to provide for the distribution of such series of Bonds in book -entry form. The Issuer shall issue such series of Bonds directly to beneficial Owners of such series of Bonds other than DTC, or its nominee, in the event that: (a) DTC determines not to continue to act as securities depository for such series of Bonds: or (b) The Issuer has advised DTC of its determination that DTC is incapable of discharging its dutles; or (c) The Issuer determines that it is in the best interest of the Issuer not to continue the book -entry system or that the interests of the beneficial Owners of such series of Bonds might be adversely affected if the book -entry system is continued. IM,051 15/e0-2894-arson .lo- Upon occurrence of the events described in (a) or (b) above the Issuer shall attempt to locate another qualified securities depository. In the event the Issuer make the determination noted in (b) or (c) above (the Issuer undertakes no obligation to make any investigation to determine the occurrence of any events that would permit the Issuer to make any such determination) or if the Issuer fails to locate another qualified securities depository to replace DTC upon occurrence of the events described in (a) or (b) above, the Issuer shall mail a notice to DTC for distribution to the beneficial Owners of such series of Bonds stating that DTC will no longer serve as securities depository, whether a new securities depository will or can be appointed, the procedures for obtaining the Bonds of such series and the provisions of the Resolution which govern such series of Bonds including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. The Issuer reserves the right to initially issue any series of Bonds directly to the beneficial Owners of such series of Bonds if the Issuer determines that use of the book -entry system would cause the interest on such series of Bonds to be included in gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as amended. Section 10. 13ONDS MUTILATED, DESTROYED, STOLEN OR LOST. in case any Bond shall become mutilated, or be destroyed, stolen or lost the Issuer shall Issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Owner furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any such Bonds shall have matured or be about to mature, instead of Issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the extent as all other Bonds issued hereunder. 8E41MON 11. PROVISIONS FOR REDEMPTION. A. The Bonds of each series shall be subject to mandatory redemption by operation of the Bond Amortization Account, or at the option of the Issuer, or upon such other terms, as provided by subsequent resolution of the Issuer adopted at or prior to the sale of the such series of Bonds. B. Bonds in denominations greater than a minimum authorized denomination (or a minimum authorized Maturity Amount in the case of Capital Appreciation Bonds) shall be deemed to be an equivalent number of Bonds in the denomination of a mtntmum authorized denomination or Maturity Amount If a Bond is of a denomination or Maturity Amount larger than a minimum authorized denomination or Maturity Amount, a portion of such Bond may be redeemed, in the nx4000/15/W2804-P.1 -11- amount of such minimum authorized denomination or Maturity Amount or Integral multlpies thereof. C. Notice of such redemption, identifying the Bonds or portions thereof called for redemption (i) shall be filed with the Paying Agent and Registrar: and (II) shall be mailed by the Paying Agent, first-class mail. postage prepaid, to all Owners of the Bonds to be redeemed not more than forty-five (45) days and not less than thirty (30) days prior to the date fixed for redemption at their addresses as they appear on the Bond Register and, if any Bonds are not fully registered, by publication at least once not more than forty-five (45) days nor less than thirty (30) days prior to the redemption date In a financial newspaper or Journal of general circulation in the City of New York, New York. Failure to give such notice by mailing to any Owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. D. Notice having been mailed and filed in the manner and under the conditions heremabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. On the date so designated for redemption, notice having been mailed and filed and moneys for payment of the redemption price being held in separate accounts in trust for the Owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this,Resolution, and the Owners of such Bonds or portions of Bonds, shall have no rights 1n respect thereof, except the right to receive payment of the redemption price thereof. E. Upon surrender of any Bond for redemption in part only, the Issuer shall Issue and deliver to the Owner thereof. the costs of which shall be paid by the Owner, a new Bond or Bonds of authorized denominations or Maturity Amounts in aggregate principal amount equal to the unredeemed portion surrendered. F. In addition to the foregoing notice requirements, the Issuer shall give notice and make redemptions In accordance with Securities and Exchange Commission Release No. 34.3856, if then in effect, or airy other release, regulation, procedure, ruling, decision or statute modifying or superseding that release then in effect: provided that if notice complying with Subsections C and D of this Section is given, neither the failure to comply with this Subsection F nor any defect in the giving of any notice pursuant to this Subsection F shall affect or invalidate the proceedings for such redemption. 88CnON 12. FORM OF BONDS. The Bonds, the Capital Appreciation Bonds, the Certificate of Authentication, and the Assignment shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and which are herein authorized or permitted or which are subsequently authorized or permitted prior to the issuance of the Bonds. L11.05/15/80-4894-11eo1 -12- (FORM OF BOND OTHER THAN CAPITAL APPRECIATION BOND) No. R-_ $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF EDGEWATER WATER AND SEWER REVENUE BOND, SERIES Rate of Interest Maturity Date Date of Issue Cusip Registered Owner, Principal Amount KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida (hereinafter called "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter mentioned, to the Registered Owner Identified above, or registered assigns, on the Maturity Date specified above, the Principal Amount shown above, and to pay interest on said sum from the Date of Issue of this Bond or from the most recent interest payment date to which interest has been paid, at the Rate of Interest per annum set forth above until payment of such Principal Amount, such interest being payable 1, and semiannually thereafter on 1 and 1, of each year. The principal of and premium, if any, and interest payable on this Bond at maturity or redemption are payable upon presentation and surrender hereof on the date fixed for maturity or redemption at the principal corporate trust office of (the "Paying Agent" and "Registrar") in Florida, or at the office designated for such payment of any successor thereof. The Interest on this Bond, when due and payable, other than at maturity or redemption, shall be paid by check or draft mailed to the person in whose name this Bond is registered, at his address as it appears on the Bond Register, at the close of business on the fifteenth day of the month (whether or not a business day) next preceding the interest payment date (the "Record Datq") or, In the case of payment after default, a special record date, as provided in the Resolution hereinafter mentioned. All amounts due hereunder shall be payable in any coin or currency of the United States which is at the time of payment legal tender for the payment of public or private debts. This Bond is one of an authorized Issue of Bonds in the aggregate principal amount of $ of like tenor and effect, except as to [insert as appropriate] (date, number, aeries, Interest rate, redemption provisions, and Maturity Date), issued to [refund (describe Bonds or Notes refunded) [finance part of the cost of the acquisition and construction of extensions and improvements to the water and sewer system (the "System') of the Issuer (the "Project'91, pursuant to the authority of LKEA5/15/so-2a-se of -13- and, In full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 166. Part II, and Chapter 180. Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the Issuer on as [amended and] supplemented (hereinafter collectively called the "Resolution'), and is subJect to all the terms and conditions of such Resolution, the provisions of which are incorporated herein by reference. This Bond and the issue of Bonds of which it is a part are special obligations of the Issuer payable solely from and secured by (1) the net revenues derived from the operation of the System (the "Net Revenues'). (2) certain allowable impact fees related to the System ("Allowable Impact Fees"). (3) the income on investment of funds held in the Construction Fund under the Resolution, and (4) until applied as provided in the Resolution, the proceeds of the Bonds, {and the Issuer's Water and Sewer Revenue Bond Anticipation Notes. Series 1990). all in the manner provided In the Resolution (such sources hereinafter collectively called the "Pledged Funds'). The Bonds shall not constitute a general indebtedness or a pledge of the faith or credit of the Issuer within the meaning of any constitutional or statutory provision, and the Issuer shall never be required to levy ad valorem taxes on any property to pay the principal of or interest on the Bonds or to make any of the required payments under the Resolution, or be required or compelled to pay the same from arty funds of the Issuer except the Pledged Funds, in the manner provided in the Resolution. The acceptance of the Bonds by the Registered Owners from time to time thereof shall be deemed an agreement between the Issuer and each of such Registered Owners that the Bonds and the obligations evidenced thereby shall not constitute a lien upon any property of or in the Issuer, but shall constitute a lien only upon the Pledged Funds In the manner provided in the Resolution. It is hereby certified and recited that all acts, conditions and things required to happen. exist and be performed, precedent to and in the issuance of this Bond, have happened, exist and have been performed In due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitations or provisions. (INSERT REDEMPTION PROVISIONS) Bonds in denominations greater than $5.000 Principal Amount shall be deemed to be an equivalent number of Bonds of the denomination of $5,000 Principal Amount. In the event a Bond is of a Principal Amount larger than $5,000, a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the Principal Amount of $5.000 or any integral multiple thereof. Notice of redemption Identifying the Bonds or portions thereof to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first-class mail (postage prepaid) not more than forty-five (45) days and not less then thirty (30) days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register, and otherwise as provided in the Resolution. Failure to give such notice by mailing to any Registered Owner of Bonds. or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Upon surrender of any Bond for redemption In part only, the Issuer shall issue and deliver to the Registered Owner thereof, the costs of ISUA6/15/90.2894-Fe l -14- which shall be paid by the Registered Owner, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. If the date for payment of the principal of, premium, if any, or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. fro be inserted where appropriate on face of bond: 'Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on this side.'? Subject to the provisions of the Resolution regarding registration, this Bond Is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code -Investment Securities of the State of Florida. Subject to the limitations and upon payment of the charges provided in the Resolution. Bonds may be exchanged for a like aggregate Principal Amount (Maturity Amount of Capital Appreciation Bonds) of Bonds of the same maturity in other authorized denominations and are transferable by the Registered Owner in person or by his attorney duly authorized in writing at the above -mentioned office of the Registrar. The Issuer shall deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. In and by the Resolution, the Issuer has covenanted and agreed with the Registered Owners of the Bonds that it will fix, establish and maintain such rates and collect such fees, rentals and other charges for the services and facilities of the System and revise the same from time to time whenever necessary, as will always provide Gross Revenues in each Fiscal Year sufficient to pay (1) 10046 of all Costs of Operation and Maintenance of the System in such year and 100% of the payments required to be made Into the Reserve Account and Renewal and Replacement Fund in such year, plus (2) together with all other funds pledged to secure junior lien debt, 100% of all Bond Service Requirements becoming due in such year on all outstanding obligations payable from the Net Revenues of the System which are junior and subordinate as to lien and pledge of such Net Revenues to the Bonds, plus (3) 100% of the Bond Service Requirement becoming due in such year on the Bonds, plus (4) together with the Allowable Impact Fees, 115% of the Bond Service Requirement becoming due in such year on the Bonds. The Issuer has entered into certain other covenants and agreements respecting the Bonds, as to which reference is made to the Resolution. lbis Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Registrar, ua.os/rs/so-asw-smoi -18. D'f WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of , (SEAL) Attested and Countersigned: City Clerk CITY OF EDGEWATER, FLOWA Mayor (IF VALIDATED, FORM OF VALIDATION STATEMENTI VALIDATION STATEMENT This Bond is one of an issue of Bonds which were validated by judgment of the Circuit Court for Volusta County, Florida, rendered on , " 6z' ,Z44L Mayor, City of Edgewater, Florida uo.a5/16/90-2ew-Rmi -1/- CERTBTICATE OF ADTH UMCA7ION OF REGISTRAR This Bond is one of the Issue of the within described Bonds. The Rate of Interest, Maturity Date. Registered Owner and Principal Amount shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Owner, In the Bond Register maintained at the principal offices of the undersigned. Registrar Authorized Signature Date of Authentication UUAZ/15/90-2804-Fe l -17- ASSIGNMENT FOR VALUE RECEIVED, the undersigned transfers unto (the "transferor"). hereby sells, assigns, and Insert name and Social Security or Federal Employer Identification numb r of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the " transferee") as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a memo firm of the New York Stock Exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. IRI.05/16/9 2894-aeml -Is- the following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the JT TEN - as Joint tenants with right of survivor- ship and not as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors AM Of (State) Additional abbreviations may also be used though not in list above. vacs/as/a 2894-aeoi -19- NO. CA (FORM OF CAPITAL APPRECIATION BONDS) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF EDGEWATER WATER AND SEWER REVENUE BOND, SERIES Original Annual Yield Principal Maturity Date of (Approximate) Amount Date Issue Cuaip Registered Owner: Maturity Amount: SNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida (hereinafter called "Issuer'), for value received, hereby promises to pay, solely FROM the Pledged Funds hereinafter mentioned, to the Registered Owner identified above, or registered assigns, on the Maturity Date specified above, the Maturity Amount shown above. The Original Principal Amount identified above will accrete from the Date of Issue at the approximate Annual Yield identified above (subject to the rounding of the Accreted Values), compounded on and semiannually thereafter on 1 and 1 of each year. The Accreted Value will be paid on the Maturity Date (or upon earlier redemption) but only upon presentation and surrender of this Bond, provided that on the Maturity Date or upon earlier redemption hereof, the Accreted Values (per $5,000 Maturity Amount) as set forth in the Table of Accreted Values shall determine the total amount due (per $5.000 Maturity Amount) to the Maturity Date or date of redemption. Accreted Value for any date not set forth in the Table of Accreted Values shall be accrued from the immediately preceding Accreted Value in the Table in equal daily amounts on the basis of a 360 day year. Both principal of, premium, if any, and interest on this Bond are payable in any coin or currency of the United States which at the time of payment is legal tender for the payment of public or private debts. The Accreted Value of this Bond shall be payable upon presentation and surrender hereof on the Maturity Date or the date fixed for redemption at the principal corporate trust office of (the "Paying Agent" and "Registrar") in . Florida, or at the office designated for such payment of any successor thereof. This Bond is one of a duly authorized issue in the aggregate principal amount of $ , of like tenor and effect, except as to [insert as appropriate] (number. date, series, redemption provisions, interest rate, and Maturity Date), issued to (refund (describe Bonds or Notes refunded] [finance part of the cost of the acquisition, construction, extensions and improvements to the water and sewer system (the "System") of the Issuer (the "Project" )1. pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 166, Part B, and Chapter 180, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the Issuer on ,SL,06n6/1 2894-11no1 -20- as [amended and] supplemented (hereinafter collectively called , the "Resolution'), and is subject to all the terms and conditions of such Resolution, the provisions of which are incorporated herein by reference. Ibis Bond and the issue of Bonds of which it is a part are special obligations of the Issuer payable solely from and secured by (1) the net revenues derived from the operation of the System (the "Net Revenues"), (2) certain allowable Impact fees related to the System ("Allowable Impact Fees"), (3) the income on investment of funds held in the Construction Fund under the Resolution, and (4) until applied as provided in the Resolution, the proceeds of the Bonds, (and the Issuer's Water and Sewer Revenue Bond Anticipation Notes, Series 19W), all in the manner provided in the Resolution (such sources hereinafter collectively called the "Pledged Funds"). The Bonds shall not constitute a general indebtedness or a pledge of the faith or credit of the Issuer within the meaning of any constitutional or statutory provision, and the Issuer shall never be required to levy ad valorem taxes on any property to pay the principal of or interest on the Bonds or to make any of the required payments under the Resolution, or be required or compelled to pay the same from any funds of the Issuer except the Pledged Funds, in the manner provided in the Resolution. The acceptance of the Bonds by the Registered Owners from time to time thereof shall be deemed an agreement between the Issuer and each of such Registered Owners that the Bonds and the obligations evidenced thereby shall not constitute a lien upon any property of or in the Issuer, but shall constitute a lien only upon the Pledged Funds in the manner provided in the Resolution. , It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the Issuance of the Bonds of this issue does not violate any constitutional or statutory limitations or provisions. (INSERT REDEMPTION PROVISIONS) Bonds In Maturity Amounts greater than $5,000 shall be deemed to be an equivalent number of Bonds of the Maturity Amount of $5,000. In the event a Bond is of a Maturity Amount larger than $5,000. a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the Maturity Amount of $5,000 or any integral multiple thereof. Notice of redemption identifying the Bonds or portions thereof to be redeemed will be given by the Registrar by matting a copy of the redemption notice by first-class mail (postage prepaid) not more than forty-five (45) days and not less then thirty (30) days prior to the date ilxed-for redemption to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register, and otherwise as provided in the Resolution. Failure to give such notice by mailing to any Registered Owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to the Registered Owner thereof, the costs of which shall be paid by the Registered Owner, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. UQ.-05/I5/9 2894awl -21- If the date for payment of the principal of, premium, if any, or interest on this bond shall be a Saturday. Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which Is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. fro be inserted where appropriate on face of bond: 'Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on this side.)" Subject to the provisions of the Resolution regarding registration, this Bond is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code - Investment Securities of the State of Florida. In and by the Resolution, the Issuer has covenanted and agreed with the Registered Owners of the Bonds that it will fix, establish and maintain such rates and collect such fees, rentals and other charges for the services and facilities of the System and revise the same from time to time whenever necessary, as will always provide Gross Revenues in each Fiscal Year sufficient to pay (1) 100% of all Costs of Operation and Maintenance of the System in such year and 100% of the payments required to be made into the Reserve Account and Renewal and Replacement Fund in, such year, plus (2) together with all other funds pledged to secure junior lien debt, 100% of all Bond Service Requirements becoming due in such year on all outstanding obligations payable from the Net Revenues of the System which are junior and subordinate as to lien and pledge of such Net Revenues to the Bonds, plus (3) 100% of the Bond Service Requirement becoming due in such year on the Bonds, plus (4) together with the Allowable Impact Fees, 115% of the Bond Service Requirement becoming due in such year on the Bonds. The Issuer has entered into certain other covenants and agreements respecting the Bonds, as to which reference is made to the Resolution. Subject to the limitations and upon payment of the charges provided in the Resolution, Bonds may be exchanged for a like aggregate Principal Amount (Maturity Amount for Capital Appreciation Bonds) of Bonds of the same maturity in other authorized denominations and are transferable by the Registered Owner in person or by his attorney duly authorized in writing, at the above -mentioned office of the Registrar. The Issuer shall deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of recetvmg payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. This Bond shall not be valid or become obligatory for arty purposes or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been duly executed by the Registrar. IXa.06/16/B 2994-Fe l -22- IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Bond and has mused the same to be executed by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, as all of , (SEAL) Attested and Countersigned: City Clerk CITY OF EDGEWATER. FLO G A ,d, yore(//O//CJ ,ma [H' VALIDATED, FORM OF VALIDATION STATEMENT) VALIDATION STATEMENT This Bond is one of an issue of Bonds which were validated by Judgment of the Circuit Court for Volusia County, Florida, rendered on �� Mayor, City of Edgewater, Florida ua.u5/15/so-28Q4-anoi -23- CERTIFICATE OF AUTHENTICATION OF REGISTRAR This Bond is one of the Issue of the within described Bonds. The Annual Yield Interest. Maturity Date, Registered Owner, Maturity Amount and Original Principal Amount shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Owner, in the Bond Register maintained at the principal offices of the undersigned. Registrar Authorized Signature Date of Authentication LKL-W/15/900489 R.j -24- ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the " IYansferor"), hereby sells, assigns, and transfers unto insert name and Social Security or Federal Employer Identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the 'Transferee') as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Soclal,Security or Federal Employer Identification Number of the Transferee is supplied. ua.os/rs/eo-zsw-Rml -25- The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: MN COM - as tenants in common TEN ENT - as tenants by the JT TEN - as Joint tenants with right of survivor- ship and not as tenants in common UNiF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors Act of (state) Additional abbreviations may also be used though not In list above. UU,06/I5/962894-Fool -26- SECTION 13. APPLICATION OF PROCEEDS OF 1990 BOND3. All moneys received from the sale of the 1990 Bonds shall be applied by the Issuer as follows: A$. Upon issuance of eny-the that installment of the 1990 Bonds, Ehe a.-____ OF _.�,_v ._ "Mrsamount sufficient, together with any other available moneys to be applied for such purpose, to pay or provide for payment of the principal of and interest on the Notes in accordance with Section 32A(1) hereof shall be applied as provided in such Section. $6. All accrued interest on the 1990 Bonds being issued to the date of delivery plus, at the option of the Issuer, an additional amount sufficient to pay all or a portion of the interest to accrue on any or all of the 1990 Bonds attributable to the Project through the estimated date of completion of the Project (as determined by the Consulting Engineer) and for not more than one year thereafter, shall be deposited in the Sinking Fund and shall be used only for the purpose of paying interest becoming due on the 1990 Bonds. CO. (1) The balance of the monies shall be paid Into a separate tryst fund to be designated water and Sewer Revenue Bonds, Series 1990 Construction Fund" (herein called "Construction Fundl. hereby created and established, shall be withdrawn, used and applied by the Issues solely to the payment of the costs of the Project and purposes incidental thereto, as herein described and set forth. (2) Any funds on deposit in the Construction Fund may be Invested and reinvested in Authorized Investments maturing at such times as the moneys in this Fund will be needed for their intended purposes, and all income derived therefrom shall be deposited in the Construction Fund until the Project has been completed, at which time said Income together with any balance remaining in the Construction Fund shall be deposited in the Sinking Fund or the Renewal and Replacement Fund, and the Construction Fund shall be closed. UU45/15/W2894-Pe 1 -27- (3) All expenditures or disbursements from the Construction Fund,, except costs of issuing the Bonds or Notes, shall be made only after such expenditures or disbursements shall have been approved in writing by the Consulting Engineer. The date of completion and acceptance of each portion of the Project shall be determined by the Consulting Engineer, who shall certify such fact in writing to the Issuer. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such moneys until so applied in favor of the Owners of 1990 Bonds. (4) Whenever necessary to prevent a default in the payment of the principal of or Amortization Installments of or interest on the Bonds or the Notes, but only after other available moneys in all other funds and accounts under this Resolution have been so applied, the Issuer shall transfer from the Construction Fund to the Sinking Fund an amount sufficient to prevent such default. SECTION 14. SECURITY FOR BONDS. The payment of the principal of and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and an irrevocable lien on the Pledged Funds. The Issuer does hereby Irrevocably pledge such funds to the payment of the principal of and interest on the Bonds Issued pursuant to this Resolution, and to the payment therefrom into the Sinking Fund at the times provided of the sums required to secure the payment of the principal of and interest on the Bonds at the respective maturities of the Bonds. The Bonds and interest thereon shall not be or constitute a general indebtedness of the Issuer within the meaning of any constitutional or statutory limitation or provision, but shall be payable solely from and secured by a lien upon and pledge of the Pledged Funds. No Owner of any of the Bonds shall ever have the right to require or compel the exercise of the ad valorem taxing power of the Issuer for payment of the principal of and interest on the Bonds or the making of any sinking fund, reserve, or other payments provided for in this Resolution. The Bonds and the obligation evidenced thereby shall not constitute a lien upon the System, or any part thereof, or on any property of or in the Issuer, but shall constitute a lien only on the Pledged Funds, in the manner provided herein. SECTION 18. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Bonds or Notes shall be outstanding and unpaid, or until payment has been provided for as herein permitted, the Issuer covenants with the Owners of any and all Bonds as follows and, subject to the terms of Section 32B hereof, with the Owners of any and all Notes as follows: A. Revenue Fund. The entire Gross Revenues derived from the operation of the System shall upon receipt thereof be deposited in the "City of Edgewater Utility System Revenue Fund" (hereinafter called the "Revenue Fund', hereby created and established. The Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. B. Sinking Fund and Rate Stabilisation Fund. There are hereby created and established separate funds to be designated "City of Edgewater Water and Sewer Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fundl and the City of Edgewater Utility Rate Stabilization Fund" (hereinafter called "Rate Stabilization Fund'. There are also hereby created and established in the Striking Fund four accounts to be known as the 'Interest Account". "Principal Account". "Reserve Account" and "Bond Amortization Account". ua-0e/15/90-2894-[.1 -28- C. Disposition of Revenues. All Gross Revenues at any time regaining on deposit in the Revenue Fund shall be applied and allocated on a monthly basis, commencing in the month immediately following the delivery of the Bonds only in the following manner and in the following order of priority: (1) Gross Revenues shall first be used to deposit in the "City of Edgewater Utility System Operation and Maintenance Fund" (the "Operation and Maintenance Fund) which fund is hereby created and established, such sums as are necessary for payment of the Cost of Operation and Maintenance for the next ensuing month (2) Gross Revenues shall next be used to deposit into the Interest Account such sums as will, in equal monthly installments, collectively be sufficient to pay all interest not capitalized becoming due on the Bonds on the next interest payment date. (3) Gross Revenues shall next be used for deposit into the Principal Account, in any Bond Year in which a Serial Bond matures, such sums as will. in equal monthly installments, be sufficient to pay the principal (Maturity Amount for Capital Appreciation Bonds) maturing on Serial Bonds in such Bond Year. (4) (a) On a parity with required deposits under paragraph (3) above, Gross Revenues shall next be used for deposit into the Bond Amortization Account, In any Bond Year in which an Amortization Installment is due, such sums as will, in equal monthly installments, be sufficient to pay the Amortization Installment required to be made in such Bond Year. Such payments shall be credited to a separate account for each series of Term Bonds outstanding, and if there shall be more than one stated maturity for Tenn Bonds of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Bonds. The funds and investments in each such separate account shall be applied to the payment of principal of the Term Bonds of the series or maturity for which it is established, as provided in Section 15D herein. (b) Upon the sale of any series of Term Bonds, the Issuer, shall by resolution, establish the amounts and maturities of such Amortization Installments for each series, and If there shall be more than one maturity of Term Bonds within a series, the Amortization Installments for the Term Bonds of each maturity- (c) Moneys on deposit in each of the separate accounts in the Bond Amortization Account shall be used for the open market purchase or the redemption of Term Bonds of the series or maturity of Term Bonds within a series for which such separate account is established. (5) The required deposits to the Principal Account, Interest Account and Bond Amortization Account shall be adjusted in order to take into account the amount of money then on deposit therein. (6) (a) Gross Revenues shall nerd be applied by the Issuer to establish and maintain in the Reserve Account a sum equal to the Reserve Requirement. Such sum shall be initially established and funded by deposit at the time of issuance of any Bonds. only for the (b) Moneys in the Reserve Account shall be used purposes of (i) the payment of maturing principal of or interest on the uo-05/1e/e0-2804-gaol -29- Bonds. or maturing Amortization Installments, if any. when the other moneys in the Sinking Fund are insufficient therefor, or (it) transfers to the Revenue Fund of amounts in the Reserve Account in excess of the Reserve Requirement. (c) Any withdrawals from the Reserve Account under clause (b)(i) above shall be subsequently restored from the first moneys available in the Revenue Fund after all required current deposits under paragraphs (1). (2). (3) and (4) above (including all deficiencies in prior deposits) have been made in full. (d) Notwithstanding the foregoing provisions, in lieu of the required deposits of Gross Revenues into the Reserve Account, the Issuer may cause to be deposited into the Reserve Account for any series of Bonds a suety bond, a letter of credit or an insurance policy issued by a reputable and recognized insurer for the benefit of the Owners in an amount equal to the difference between the Reserve Requirement and the sums then on deposit in the Reserve Account, if any, which surety bond, letter of credit or insurance policy shall be payable (upon the giving of notice as required thereunder) on any interest payment date on which a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to this Resolution and available for such purpose. The insurer providing such surety bond or insurance policy shall be an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in the highest rating category by either Standard & Poor's Corporation or Moody's Investors Service, Inc., or their successors or any insurer who holds the highest policyholder rating accorded insurers by A.M. Best & Co. or any comparable service. The bank providing such letter of credit shall be a bank which is rated in the highest rating category by either Standard & Pooes Corporation or Moody's Investors Service, or their successors. If a disbursement is made from a suety bond, letter of credit or an insurance policy provided pursuant to this paragraph, the Issuer shall be obligated to either reinstate the maximum limits of such surety bond, letter of credit or insurance policy immediately following such disbursement or to deposit into the Reserve Account, as herein provided in this paragraph (6)(d) for restoration of withdrawals from the Reserve Account, funds in the amount of the disbursement made under such policy, or a combination of such alternatives. on the issuance of punder the tenors, limitations and conf conditions as are herein provided. the Additional Parity Bonds the several accounts in the Sinking Fund shall be increased in such amounts as shall be necessary to make the payments for the principal of, interest on and reserves for such Additional Parity Bonds and, if Term Bonds are issued, the Amortization Installments. on the same basis as hereinabove provided with respect to the 1990 Bonds initially issued under this Resolution. (8) The Issuer shall not be required to make any further payments into the Sinking Fund in any Bond Year when (i) the aggregate amount of money In the Interest Account. Principal Account and Bond Amortization Account in the Sinking Fund is at least equal to the total annual Bond Service Requirements becoming due in such Bond Year on the Bonds then outstanding, plus the amount of redemption premium, if any, then due and thereafter to become due in such Bond Year on such Bonds then outstanding by operation of the Bond Amortization Account. and (11) the full amount of the Reserve Requirements is on deposit in the Reserve Account. uao5n5/9�2e94-ami -30- (9) Gross Revenues shall next be used to provide for monthly payments or accruals of maturing principal of and interest on any debt of the Issuer. which is payable from Net Revenues on a Junior and subordinate basis to the Bonds. (10) Gross Revenues shall next be deposited monthly into a special account to be known as the "City of Edgewater Utility System Renewal and Replacement Fund" (hereinafter called the "Renewal and Replacement Fund', which fund is hereby created and established, 1n an amount equal to one -twelfth (1/12) of live per centum (5%) of the Gross Revenues of the System for the previous Fiscal Year; provided, however, that so long as there shall be on deposit in such Renewal and Replacement Fund a balance of at least five per centum (5%) of the value of the fixed assets of the System, according to the most recent annual audit of the Issuer, no additional deposits In such Fund shall be required. The moneys in the Renewal and Replacement Fund shall be used only for the purposes of (a) paying the cost of extensions, enlargements or additions to, or the replacement of capital assets of, the System and emergency repairs thereto, upon the authorization of the governing body of the Issuer and, for projects eeste ostmg in excess of $100,000, approval of the Consulting Engineers, and (b) transfers to the Reserve Account, if necessary in order to prevent a default in the payment of the principal or Amortization Installments of and interest on the Bonds. (11) Gross Revenues shall next be used to transfer from the Revenue Fund to the Rate Stabilization Fund the amount, if any, budgeted for deposit into the Rate Stabilization Fund for then current period as set forth in the current annual budget of the Issuer, or the amount otherwise determined by the Issuer to be credited to the Rate Stabilization Fund for such period; (12) Gross Revenues remaining in the Revenue Fund after all of the above required payments have been made may be used by the Issuer for any lawful purpose. (13) The Operation and Maintenance Fund, the Sinking Fund, the Renewal and Replacement Fund, the Revenue Fund, the Improvement Fund, the Rate Stabilization Fund, and all accounts therein and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. (14) Monies on deposit in the Revenue Fund, the Operation and Maintenance Fund, and the Sinking Fund (except the Resew Account therein) may be hwested and reinvested in Authorized Investments. provided such investments either mature or are redeemable at not less than par without penalty at the option of the Issuer not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. The moneys in the Reserve Account In the Sinking Fund, in the Rate Stabilization Fund and in the Renewal and Replacement Fund may be invested and reinvested only in Authorized Investments in the manner provided by law, provided such investments mature within five years of the date of purchase. All income on all such investments shall be deposited into the Revenue Fund, except that Investment income earned in the Reserve Account shall remain therein whenever the amount on deposit therein is less than the Reserve Requirement. (15) Investments in the Reserve Account and the Renewal and Replacement Fund shall be valued at their market value as of the last business um.o5/15/90-99"Rml -81- day, of each Fiscal Year. In the ensuing Fiscal Year, as a result of such revaluation, 0) any amount in the Reserve Account in excess of the Reserve Requirement may be transferred to the Revenue Fund, and (it) any deficiency In the Reserve Account shall be restored from 12 equal monthly deposits from the Revenue Fund as provided in Subsection C(6) hereof. D. Operation of Bond Amortization Account. Money held for the credit of the Bond Amortization Account, and each separate account established therein, shall be applied to the retirement of Term Bonds as follows: (1) The Issuer shall endeavor to purchase Tenn Bonds subject to mandatory redemption in the then current Bond Year at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds, or the Accreted Value of Capital Appreciation Term Bonds on the mandatory redemption date, plus the accrued interest to the date of delivery thereof. No such purchase shall be made by the Issuer within the period of 45 days immediately preceding any interest payment date on which Tenn Bonds are subject to call for mandatory redemption. (2) The Issuer shall call for redemption from money in the Bond Amortization Account the amount of Term Bonds subject to mandatory redemption, In the then current Bond Year, less the principal amount of such Term Bonds, or Accreted Value of such Capital Appreciation Term Bonds, which have been purchased under Subsection D(1) above. (3) The Issuer shall pay the interest accrued on Term Bonds (but not on Capital Appreciation Term Bonds) being purchased or redeemed to the date of delivery or redemption from the Interest Account and the purchase or redemption price from the Bond Amortization Account. E. Operation and Maintenance. The Issuer will maintain the System and all parts thereof in good condition and will operate the same in an efficient and economical manner making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. F. Annual Budget. The Issuer shall annually prepare and adopt in accordance with applicable law a detailed budget of the estimated Cost of Operation and Maintenance of the System during each next succeeding Fiscal Year. No expenditure for the Cost of Operation and Maintenance of the System shall be made in any Fiscal Year in excess of the amount provided therefor in such budget without a finding and recommendation by the duly authorized officer in charge thereof. which finding and recommendation shall state in detall the purpose of and necessity for such increased expenditures for the Cost of Operation and Maintenance of the System, and no such expenditure shall be made until the governing body of the Issuer shall have approved such finding and recommendation by resolution duly adopted. The Issuer shall, upon request, mail copies of such annual budgets to any Owner of Bonds or Notes who shall Me his address with the Issuer and request in writing that copies of all such budgets be furnished him, and shall make available such budgets at all reasonable times to any Owner of Bonds or Iitea or to anyone acting for and on behalf of such Owner, providing that such Owner shall pay the reasonable cost of such documents. ua,01S/15/90-2een-R.] -32- O. Rate Ordinance. (1) The Issuer will enact a rate ordinance and thereby will fix, establish and maintain such rates and will collect such fees, rentals or other charges for the services and facilities of the System and revise the same from time to time, whenever necessary, as will always provide Gross Revenues in each Fiscal Year sufficient to pay (a) one hundred per centum (100%) of all Costs of Operation and Maintenance of the System in such Fiscal Year, one hundred per centum (100%) of the payments required to be made Into the Reserve Account, and Renewal and Replacement Fund in such Fiscal Year, plus (b) together with all other funds pledged to secure Junior lien debt, one hundred per centum (100%) of all Bond Service Requirements becoming due in such Fiscal Year on all outstanding obligations payable from the Net Revenues of the System which are Junior and subordinate as to lien on and pledge of such Net Revenues to the lien and pledge securing payment of the Bonds. plus (c) one hundred per centum (1009b) of the Bond Service Requirement becoming due In such year on the Bonds, plus (d) together with the Allowable Impact Fees, one hundred fifteen per centum (115%) of the Bond Service Requirement becoming due in such Fiscal Year on the Bonds. The Issuer will not reduce its schedule of rates, fees, rentals and other charges unless (1) the Issuer is not In default of any covenant or provision of this Resolution, (ii) all required payments under this Resolution have been made in full, and (ifi) the Consulting Engineer certifies that the proposed reduced schedule will provide sufficient Gross Revenues in each Fiscal Year to comply with all covenants and required payments under this Resolution. (2) Whenever Gross Revenues are less in any Fiscal Year than the amount required in Subsection G(1) above. the Issuer will promptly retain a Rate Consultant to prepare and present to the governing body of the Issuer a. rate study recommending such revisions in rates, fees, rentals and other charges for the services and facilities of the System as will, in the opinion of the Rate Consultant, generate Gross Revenues sufficient to meet such requirements in the next five (5) full Fiscal Years. The Issuer will implement the recommendations of the Rate Consultant or, with the concurrence of the Rate Consultants, such other rate revisions as the Issuer may find will generate such Gross Revenues. H. Books and Records. The Issuer shall keep books and records of the Pledged Funds and the financial affairs of the System which shall be kept separate and apart from all other books, records and accounts of the Issuer, and the Owners of the Bonds and Notes shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. I. Annual Audit. The Issuer shall, at least once a year, within 120 days after the close of its Fiscal Year, cause the books, records and accounts relating to the System to be properly audited by a recognized Independent firm of certified public accountants and shall make generally available the report of such audits to any Owner of Bonds and Notes. Such audits shall contain a complete report of the operations of the System including, the balance sheet, a statement of Income and expense, the statement of changes in cash flow, and a certificate by the auditors stating no default on the part of the Issuer of any covenant herein has been disclosed by reason of the audit (or a statement specifying such default). The auditors selected shall be changed at any time by a written request signed by the Owners of a majority of the principal amount (Accreted Value for Capital Appreciation Bonds) of the Bonds and Notes outstanding or their duly authorized representatives. A copy of such annual audit shall be furnished to any rating services maintaining a rating on the Bonds or Notes and to any Owner of any Bonds or Notes who shall have requested in writing that a copy of such reports be furnished him. uc,os/rs/so-xsa+-w l -33- J. No Mortgage or Sale of the System. (1) The Issuer will not sell, lease, mortgage, pledge or otherwise encumber the System, or any substantial part thereof, or any revenues to be derived therefrom, except as herein provided. (2) (a) The Issuer shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the System which the Issuer shall hereafter determine, in the manner provided herein, to be no longer necessary, useful or profitable in the operation of the System. (b) Prior to any such sale, lease or other disposition of said property, if the amount to be received therefor Is not in excess of $50.000. the City Manager of the Issuer or other duly authorized officer in charge thereof shall make a finding in writing determining that such property comprising a part of the System Is no longer necessary, useful or profitable In the operation thereof. (c) If the amount to be received from such sale, lease or other disposition of said property shall be in excess of $50,000 but not in excess of $100.000 such City Manager or other officer shall first make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof. and the governing body of the Issuer shall, by resolution duly adopted, approve and concur in the finding of the City Manager or other officer, and authorize such sale, lease or other disposition of said property. (d) If the amount to be received from such sale, lease or other disposition of said property shall be in excess of $100.000. the City Manager or other officer shall first make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof, and the Consulting Engineer shall make a finding that it is in the best interest of the System that such property be disposed of, and the governing body of the Issuer shall by resolution, duly adopted, approve and concur in the findings of the City Manager or other officer and of the Consulting Engineer, and shall authorize such sale, lease or other disposition of said property. (3) The governing body of the Issuer shall have and reserves the right to authorize the sale or other disposition of any of the property comprising a part of the System, if the Consulting Engineer shall certify that the Net Revenues of the System will not be materially adversely affected by reason of such sale or disposition. (4) If the proceeds derived from any sale or other disposition of the property of the System are in excess of 10% of the value of the fixed assets of the System according to the most recent annual audit and operating report, such proceeds shall be used for the retirement of outstanding Bonds or Notes. If the proceeds derived from any such sale or other disposition of property are less than 10% of the value of the fixed assets of the System according to the most recent annual audit and operating report, such proceeds shall be placed In the Renewal and Replacement Fund or used for the retirement of outstanding Bonds or Notes, in such proportions as are determined by the governing body of the Issuer upon the recommendations of the City Manager. The payment of such proceeds Into the Renewal and Replacement Fund shall not reduce the amounts required to be paid Into such Fund by Section 1SC(10) herein. im,05/15/e0-2694-Rml -34- S. Insurance. The Issuer will carry adequate fire and windstorm insurance on all buildings and structures of the works and properties of the System which are subject to loss through fire or windstorm, and will otherwise carry insurance of all kinds and in the amounts normally carried in the operation of similar facilities and properties in Florida; provided, however, that in lieu of such insurance the Issuer may establish a qualified plan of self-insurance in accordance with the laws of the State of Florida. Any such insurance shall be carried for the benefit of the Owners of the Bonds and Notes. All moneys received for losses under any of such insurance, except public liability, are hereby pledged by the Issuer as security for the Bonds and Notes, until and unless such proceeds are used to remedy the loss or damage for which such proceeds are received, either by repairing the property damaged or replacing the property destroyed as soon as practicable. Any such proceeds not used for repair or replacement shall be used for the retirement of outstanding Bonds or Notes. L. No Free Service. The Issuer will not render or cause to be rendered any free services of any nature by its System, nor will any preferential rates be established for users of the same class. Whenever the Issuer, including its departments, agencies and instrumentalities, shall avail itself of the product, facilities or services provided by the System, or any part thereof, the same rates, fees or charges applicable to other customers receiving like services under similar circumstances shall be charged to the Issuer and arty such department, agency or instrumentality. Such charges shall be paid as they accrue, and the Issuer shall transfer from its general funds to the Revenue Fund sufficient sums to pay such charges. The revenues so received shall be deemed to be Gross Revenues derived from the operation of the System, and shall be deposited and accounted for in the same manna as other Gross Revenues derived from such operation of the System. M. Mandatory Cut Off. To the extent permitted by law, upon failure of arty user to pay for services rendered by the System within not more than sixty (60) days, the Issuer shall shut off the connection of such user and shall not famish him or permit him to receive from the System further service until all obligations owed by him to the Issuer on account of services shall have been paid in full. This covenant shall not, however, prevent the Issuer from causing the System connection to be shut off sooner. N. Enforcement of Collections. The Issuer will diligently enforce and collect the rates, fees and other charges for the services and facilities of the System herein pledged; will take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall become delinquent to the full extent permitted or authorized by law: and will maintain accurate records with respect thereof. All such fees, rates, charges and revenues herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. O. Default and Remedies. if either (i) the Issuer shall fail to Pay the principal of or interest, or premium, if any, on any of the Bonds or Notes as the same shall become due, or (li) the Issuer shall fall In the observance or performance of any of the applicable covenants contained in this Resolution, then any Owner of Bonds or Notes may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the performance of all duties required herein or by any applicable statutes relating to ixi.-05/15/90-2e0+Rwi -35- the, System or the Bonds or Notes to be performed by the Issuer or by any officer thereeL Nothing herein, however, shall be construed to grant to any Owner of the Bonds or Notes any lien on the System or any other real or tangible personal property of the Issuer. P. Consulting Engineer. (1) The Consulting Engineer shall provide the Issuer with competent advice respecting the proper, efficient and economical operation and maintenance of the System and the making of capital improvements and renewals and replacements to the System. The Issuer shall, on an annual basis prior to completion of the Project, and on a triennial basis thereafter, cause to be prepared by the Consulting Engineer a report or survey of the System, with respect to the management of the properties thereof, the proper maintenance of the properties of the System, and the necessity for capital improvements and recommendations therefor. Such a report or survey shall also show any failure of the Issuer to perform or comply with the covenants herein contained. (2) If any such report or survey of the Consulting Engineer shall set forth that the provisions hereof or any reasonable recommendations of such Consulting Engineer have not been complied with, the Issuer shall immediately take such reasonable steps as are necessary to comply with such requirements and recommendations. Copies of each report or survey shall be placed on Ale with the City Manager and shall be open to the inspection of any Owner of Bonds or Notes. , Q. No Competing System. To the full extent permitted by law, the Issuer will not hereafter grant. or cause, consent to, or allow the granting of, any franchise or permit to any person, firm, corporation or body, or agency or instrumentality whatsoever, for the famishing of water or sewer services to or within the boundaries of the Issuer. R. Issuance of Other Obligations. Except for the Notes and the 1990 Bonds, the Issuer will not issue any other obligations payable from the Pledged Funds nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the Notes and the 1990 Bonds and the interest thereon upon Pledged Funds, except under the conditions and in the manner provided In Subsection S below. Any obligations issued by the Issuer other than the Notes and the 1990 Bonds herein authorized and Additional Parity Bonds provided for in Subsection S below, payable from Pledged Funds, shall contain an express statement that such obligations are junior and subordinate In all respects to the Notes and the 1990 Bonds, as to lien on and source and security for payment from Pledged Funds. , S. Issuance of Additional Parity Bonds. Additional Parity Bonds, payable on a parity from the Pledged Funds with the 1990 Bonds, may be issued after the issuance of any 1990 Bonds and the payment, or provision for payment as provided in Section 32A(1) hereof, of any Notes issued hereunder, for the construction and acquisition of any additions, extensions and improvements to the System or for refunding purposes and upon the conditions and in the manner herein provided: (1) There shall have been obtained and f0ed with the Issuer a certificate of an independent certified public accountant or Arm of such ua,as/rs/saxes-awl -36- accountants of suitable experience and responsibility: (a) stating that the books and records of the Issuer relating to the collection and receipt and application of Gross Revenues have been audited by it for the Fiscal Year immediately preceding the date of delivery of the proposed Additional Parity Bonds, or for any twelve (12) consecutive months period out of the eighteen (18) consecutive months immediately preceding the date of sale of the proposed Additional Parity Bonds; (b) setting forth the amount of Net Revenues received by the Issuer for the audited period referred to in (a) above, with respect to which such certificate is made: (c) stating that the Net Revenues described in (b) above, as adjusted in the manner permitted in Subsection S(2) below, equal at least 1.20 times the Maximum Bond Service Requirements coming due in any future Bond Year on all Bonds then outstanding and on the proposed Additional Parity Bonds with respect to which such certificate is made. (2) 11ie Net Revenues for such period may be adjusted by the Consulting Engineers or Rate Consultants as follows: (a) to reflect for such period changes made in the rates, fees, rentals and other charges from the operation of the System which are In effect before the date of such certificate, as though such changes had been In effect during all of such preceding audited period referred to in Subsection S(1) above: (b) to reflect for such period any change In such Net Revenues caused by any new projects of the System having been placed into use and operation subsequent to the date of commencement of such period and prior to the date of such certificate provided for in Subsection S(1) above; (c) to include for such period an amount equal to the Net Revenues estimated to be derived from the operation of any project which will be placed in operation within 3 years following the date of delivery of and to be acquired or constructed out of the proceeds of such Additional Parity Bonds during the first Fiscal Year commencing after such project is first placed in operation; (d) to include for such period an amount equal to the Net Revenues estimated to be derived from the operation of any other project of the System, actually under construction but which will not be placed into use and operation until after the date of issuance (but in no event later than three years after such date) of such Additional Parity Bonds, during the first Fiscal Year commencing after such project is first placed in service; and (e) to Include for such period interest income estimated to be earned during the ensuing Fiscal Year on moneys deposited into the Reserve Account from a portion of the proceeds of such Additional Parity Bonds. (3) Each ordinance or resolution authorizing the issuance of Additional Parity Bonds shall recite that all of the covenants herein contained will be applicable to such Additional Parity Bonds. (4) The Issuer shall not be in default in performing any of the covenants and obligations assumed hereunder, and all payments herein required to have been made into the accounts and funds, as provided hereunder, shall have been made to the full extent required. all of the then outstandingBondsmaybe issueed without combonds for plipurpose nce with any of eof the above Y P paragraphs (1) through (4) of this Subsection S. Refunding bonds for the purpose of refunding all or part of any series of the then outstanding Bonds, but less than all then outstanding Bonds, may be issued without compliance with paragraphs (1). (2) and (4). above, provided that the annual Bond Service Requirement on all Bonds outstanding after issuance of the refunding bonds, in each Bond Year in which any principal of or interest on the Bonds outstanding immediately prior to issuance of the refunding bonds is due or subject to mandatory redemption. Is equal to or less than ua-05/15/90-2894-aaoi -37- the, annual Bond Service Requirement in each such corresponding Bond Year prior to Issuance of such refunding bonds. T. Creation of Superior Liens. The Issuer will not issue any other notes, bonds, certificates or obligations of any kind or nature or create or cause or permit to be created any debt. Hen, pledge, assignment or encumbrance or charge payable from or enjoying a Hen upon any of the Pledged Funds ranking prior and superior to the Hen created by this Resolution for the benefit of the Notes and the Bonds. U. Compliance with Laws and Regulation. The Issuer will perform and comply with, in every respect, any loan agreement which it might have with any governmental agency and all applicable Federal and State laws and regulations respecting the Bonds and the ownership and operation of the System. V. Fidelity Bond. The Issuer will require each employee who may have possession of any Pledged Funds to be covered by a fidelity bond written by a responsible indemnity company in an amount fully adequate to protect the Issuer from loss. W. Rate Stabilization Fund. (1) Each month the Issuer shall transfer from the Rate Stabilization Fund to the Revenue Fund the amount budgeted, if any, for transfer into the Revenue Fund for the then current month as set forth in the current annual budget or the amount otherwise determined by the Issuer to be deposited into the Revenue Fund for the month. (2) At any time and from time to time the Issuer may transfer for deposit in the Rate Stabilization Fund from any lawful source such amounts as the Issuer deems necessary or desirable: such amounts shall be applied for purposes of the Rate Stabilization Fund in accordance with paragraph (1) of this Subsection W. X. Impact Fees. The Issuer shall cause Its Consulting Engineer upon the issuance of each series of Bonds, to calculate the New User Facilities Portion, the Impact Fees Percentage and the aggregate Allowable Impact Fees for such series of Bonds. Separate calculations shall be made for water projects and water Impact Fees and for sewer projects and sewer Impact Fees. Impact Fees, as received, shall first be deposited into the Water and Sewer System Capital Improvement Fund (the "Improvement Fundl. Water Impact Fees and sewer Impact Fees shall be maintained in separate accounts in the Improvement Fund. If necessary in order to make the deposits required by Subsection 15C, clauses (1) through (7). inclusive, the Issuer shall or. If not so required, the Issuer may, in Heu of required deposits of Gross Revenues, make monthly withdrawals from each account in the Improvement Fund and apply such moneys to the Sinking Fund to be used solely for the purposes of the Sinking Fund: provided that the aggregate amount of such withdrawals from each account in any Fiscal Year does not exceed the sum of the Allowable Impact Fees for each series of Bonds for such Fiscal Year. Moneys on deposit in each account in the Improvement Fund in excess of the Allowable Impact Fees in each Fiscal Year shall be used by the Issuer for any lawful purpose. Pending their application, all Impact Fees on deposit in the Improvement Fund may be invested and reinvested in Authorized Investments maturing, in the case of Allowable Impact Fees, at the times and In the amounts such moneys are required or Intended to be uo-06/15/so-2e0+-Pe l -38- transferred to the Striking Fund, and in the rase of other impact Fees, at such time as the Issuer shall determine. The income on such Investments shall remain in the Improvement Fund and be applied for any lawful purpose. SECTION 16. FUNDS AND ACCOUNTS. The cash required to be accounted for In each of the funds and accounts established herein may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds as herein provided. The designation and establishment of the various funds in and by this Resolution shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the System for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. SECTION 17. TAR CODE. The Issuer at all relevant times while the Bonds are outstanding will comply with the requirements of the Tax Code in order that interest on the Bonds shall be excluded from gross income for federal income tax purposes. SECTION 18. DEFEASANCE. If, at any time, the Issuer shall have paid. or shall have made provision for payment of, the principal, Interest, Amortization Installments and redemption premiums, if any, with respect to all or any of the Bonds and all rebate payments, if any, required under the Tax Code, with respect to the Bonds to be defeased, then, and in that event, with respect to the Bonds to be defeased, the pledge of and lien on the Pledged Funds, and all other covenants and pledges made in this Resolution In favor of the Owners of such Bonds shall no longer be in effect. For purposes of the preceding sentence, deposit of cash and/or Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) to irrevocable trust with a banking institution or trust company, for the sole benefit of the Owners of the Bonds to be defeased, in respect to which such Federal Securities or certificates of deposit, the principal and interest received will be sufficient to make timely payment of the principal, interest, Amortization Installments and redemption premiums, if any, on such Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. Payment of all rebate payments required under the Tax Code may be evidenced by an opinion of counsel rendered to the Issuer by nationally recognized bond counsel. SECTION 19. MODIFICATION OR AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto which is materially adverse to the Owners of the Notes and Bonds may be made without the consent in writing of the Owners of two-thirds or more in the principal amount of the Notes and Bonds (Accreted Value for Capital Appreciation Bonds) then outstanding; provided, however, that no modification or amendment shall permit a change in the redemption provisions or maturity of such Notes or Bonds or a reduction in the rate of Interest thereon or in the amount of the principal obligation thereof or affecting the promise of the Issuer to pay the principal of and interest on the uoL-os/ls/sazeaa-amf -39- Notes and Bonds as the same shall become due from the Pledged Funds or reduce the percentage of the Owners of the Notes and Bonds required to consent to any material modification or amendment hereof without the consent of the Owners of all such Notes and Bonds. SECTION 20. SEVERARMITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements, or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Notes and Bonds issued hereunder. SECTION 21. SALE OF 1990 BONDS AND NOTES. The 1990 Bonds and Notes shall be issued and sold in such manner and at such price or prices consistent with the Act, all at one time or In installments from time to time, as shall be hereafter determined by resolution of the governing body of the Issuer, provided, that (1) the sale of the **^`-^n—• - --- -` •�- -- shall be an amount sufficient to provide for retirement of the Prior lien Bonds in accordance with Section 42,A(44hereofand h r rain of�^, •'-- -_ -_` suffl - -- the Prior Notes In -accordance with Section 31D herenf' 13) no 1990 Bonds In excess of the amount required in clause RD above shall be sold unless there shall have been obtained and filed with the Issuer a report of the Consulting Engineers which projects that the rate covenant requirements of Section 15G hereof will be met in the then current Fiscal Year and in each of the next ensuing five Fiscal Years. In making such projections, the Consulting Engineer shall be entitled to include Net Revenues to be derived from (i) new System customers in the Florida Shores area resulting from completion of Project facilities making the System available to premises which are at the time of the report improved for occupancy, which Project facilities have provided special benefits to such premises, and which special benefits have been specially assessed Florida Sta�thiess, () other new cted onnections estimated uant to to be made totions the System, ,base . System, based upon historical and anticipated growth trends In the System service area, and (iii) rate increases which have been enacted prior to the date of the report and which are then in effect or are scheduled to take effect on specified future dates. In the event any 1990 Bonds are issued as a result of a report which includes revenues projected from any rate Increases described in subclause (W), the Issuer covenants not to reduce or repeal any of such increases for five (5) full Fiscal Years following the date of such report. SECTION 22. VALIDATION AUTHORIZED. The City Attorney and Bond Counsel for the Issuer are authorized to prepare and file proceedings to validate the Notes and 1990 Bonds in the manner provided by law, if in their discretion the Notes or 1990 Bonds should be validated. SECTION 23. CAPITAL APPRECIATION BONDS. For the purposes of (i) receiving payment of the redemption price if a Capital Appreciation Bond is redeemed prior to maturity, or (ll) receiving payment of a Capital Appreciation Bond if the principal of all Bonds is declared immediately due and payable under the provisions of this Resolution, or (iit) computing the amount of the Maximum Bond WA6/16/90-2894-Rml -40- Service Requirement and of Bonds held by the registered owner of a Capital Appreciation Bond In giving to the Issuer or the Trustee any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be Its Accreted Value. SECTION 24. AUTHORIZATION OF NOTES. Subject and pursuant to the provisions of this Resolution and in anticipation of the sale and delivery of the 1990 Bonds, notes of the Issuer to be known as "Water and Sewer Revalue Bond Anticipation Notes, Series 1990", are hereby authorized to be issued In the aggregate principal amount of Four Million Seven Hundred Thousand Dollars f$4.700.000). SECTION 25. DESCRIPTION OF NOTES. The Notes shall be fully registered notes. eF bearer notes re tFable as te prh-Aipai and Interest, shall be numbered consecutively from R-1 upward, In the denomination of $6,000IDQMQ each or integral multiples thereof, shall be dated shall all mature on June 3. 1991. - - time -Hines, shag be _edeeam - prier- stated _- r - - times --' � - - --- shall ber interest at SECTION 26. EXECUTION OF NOTES. The Notes shall be executed in the name of the Issuer by Its Mayor and countersigned and attested by the City Clerk and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon in the same manner and pursuant to the same conditions as are set forth herein for the Bonds, all as more particularly set out in Section 8 of this Resolution. SECTION 27. NEGOTfABUMT AND REGISTRATION. The Notes issued hereunder shall be and have all of the qualities and incidents of negotiable instruments, and shall be registered pursuant to the terms and conditions of and in full compliance with Section 9 of this Resolution, in the same manner and pursuant to the same conditions as are set forth herein for the Bonds, all as more particularly set out in Section 9 of this Resolution, except that if the Notes are issued in bearer firm, registrable as to principal and interest, the Notes shall be transferable to bearer and subject to registration as provided in the form of Notes so issued. SECTION 2S. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. The provisions contained in Section 10 hereof pertaining to the Bonds shall also apply to the Notes. SECTION 29. FORM OF NOTES. The Notes shall be in substantially one --a the following forms. with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or by any subsequent resolution adopted prior to the Issuance thereof: 1XM05/15/9 2994-P.l -41- No. R, (Form of Fully Registered Note) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF EDGEWATER WATER AND SEWER REVENUE BOND ANTICIPATION NOTE, SERIES 1990 $ Rate of Interest Maturity Date Date of Original ssue CUSIP 6.75% .tune 3,1991 June 7 19110 P7. SNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida (hereinafter called "Issuer', for value received, hereby promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date specified above, the Principal Amount shown above, and to pay interest on said sum from the Date of DiLginaLlssue of this Note date to whieh L-Aerest has been paW at the Rate of Interest per annum set forth above until payment of such Principal Amount, such interest being payable on June 3. . The principal of and interest payable on this Note at maturity or redemption is payable upon presentation and surrender hereof on the Maturity Date or date fixed for redemption at the ffice off /z(,y lark of h Ias + r (the "Paving Agent"), In Edgewater, Florida, or at the office designated for such payment of any successor thereof. The interest on this Note, when due and payable, other than at maturity or redemption shall be paid by check or draft mailed to the Registered Owner, at his address as It appears on the Note Register. at the close of business on the Record Date or, in the case of payment after default, a special record date, as provided in the Resolution hereinafter mentioned. All amounts due hereunder shall be payable in any coin or currency of the United States which Is at the time of payment legal tender for the payment of public or private debts. This Note is one of an authorized issue of notes in the aggregate principal amount of $4.700.000 issued to retire the Issuer's outstanding Waterworks and Sewer Water and Sewer Revenue Bond Anticipation {Votes, Series 1989, pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166. Part II, Florida Statutes, Section 215.431. Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the Issuer on May 21! 1990, es-supplewAnted (herein referred to as "Resolution"), in anticipation of the receipt by the Issuer of the proceeds from the sale of not exceeding $15,000,000 Water and Sewer Revenue Bonds, Series 1990 (hereinafter called "1990 Bonds'9 of the Issuer, and is subject to the terms LXL-05/16/90-2894-R.1 -42- and conditions of the Resolution, the provisions of which are incorporated herein by reference. The principal of and the interest due on this Note are payable solely from and secured by a lien upon and pledge of the Pledged Funds as defined in the Resolution. This Note shall not constitute a general obligation of the Issuer and the Registered Owners thereof shall never have the right to require or compel the exercise of the power of the Issuer to levy ad valorem taxes for the payment of the principal of and interest on this Note. Reference is made to the Resolution for the provisions relating to the security of this Note and the duties and obligations of the Issuer. Resolution. Notice of such redemption shall be given In the manner required by the Notes In denominations greater than $106,000 Principal Amount shall be deemed to be an equivalent number of Notes of the denomination of $1".000 Principal Amount. Notice of redemption identifying the Notes or portions thereof to be redeemed will be given by the Registrar as provided in the Resolution. 411 Notes so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Upon surrender of any Note for redemption in part only, the Issuer shall issue and deliver to the Registered Owner thereof, the costs of which shall be paid by the Registered Owner, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in connection with the Issuance of this Note, exist, have happened, and have been performed in regular and due form, time and manner as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Note does not violate any constitutional or statutory limitations or provisions and this recital is made with knowledge that the Registered Owner of this Note has acted in reliance thereon. This Note is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code - Investment ,Securities of the State of Florida. Subject to the limitations and upon payment of the charges provided in the Resolution, Notes may be exchanged for a like aggregate Principal Amount of Notes of the same maturity of other authorized denominations and are transferable by the Registered Owner in person or by his attorney duty authorized In writing at the above - mentioned office of the Registrar. The Issuer shall deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Note shall be overdue) for the purpose of LEL06/16/962894-Rml -43- receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Registrar. IN W1TRESS WHEREOF, the City of Edgewater. Florida, has issued this Note and has caused the same to be signed by the manual or facsimile signatures of its Mayor, and countersigned and attested by its City Clerk, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon as of the 19 day of June, 1990. CITY OF EDGEWATER, FLORD')'6AZL �1 Mayor (SEAL) Countersigned and Attested: City Clerk uc.os/16/90-2894-Rml -44- CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This Note is one of the Issue of the within described Notes. The Rate of Interest, Maturity Date, Registered Owner and Principal Amount shown above are correct In all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Owner, in the Note Register maintained at the principal offices of the undersigned. Authorized Signature _dune 7. 1990 Date of Authentication LKL06/15/90O28Q4Fe i -45- ASSIGNMENT FOR VALUE RECEIVED, the undersigned transfers unto (the 'Transferor"), hereby sells, assigns, and �rica�c Insert name and Social Security or Federal Employer Identification number of assignee) the within (Bead and all rights thereunder. and hereby irrevocably constitutes and appoints (the 'Transferee") as attorney to register the transfer of the within NgtcHend on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new NoteBend will be issued In the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within &JcBead in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. uau5/15/90-289e-R�i -46- The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in UNIF GIF MIN ACT - common (Cust.) TEN ENT - as tenants by the Custodian for (Minor) JT TEN - as Joint tenants with under Uniform Gifts to Minors Act right of survivor- of ship and not as (State) tenants in common Additional abbreviations may also be used though not in list above. uo,04/30/so-2e9+-P . I -47- LKL-06/ 15/902999-Pool -49- LKL-05/16/902884-R.l -50- SECTION 30. SECURITY OF NOTES; NOTES NOT DEBT OF ISSUER. The principal of and Interest on the Notes shall be payable solely from and secured forthwith, equally and ratably, by a prior lien on and a pledge of the Pledged Funds. The Notes shall not constitute general obligations of the Issuer, and the holders thereof shall never have the right to require or compel the exercise of the power of the Issuer to levy ad valorem taxes for the payment of the principal of and interest on the Notes. The Issuer does hereby Irrevocably pledge the Pledged Funds to the payment of the principal of and Interest on the Notes, and to the payment into the Sinking Fund, at the times provided. of the sums required to secure to holders of the Notes issued hereunder the payment of the principal thereof and interest thereon as the same become due. SECTION 31. APPLICATION OF NOTE PROCEEDS. The moneys received from the sale and delivery of the Notes shall be deposited and applied as follows: A All accrued interest, if any, shall be deposited into the Interest Account in the Sinking Fund created in Section 15 hereof and used solely to pay the Interest due on the Notes. B. An amount not exceeding interest to accrue on the Notes through the estimated date of completion of the Project and for not more than one year thereafter, or until the maturity of the Notes, whichever is earlier, may be deposited into the Interest Account in the Sinking Fund and used to pay interest on the Notes. Q6. The i of h nro eeda t n i --.._• enfeientr with other available funds on deoosft 1n the rnnatr„rnn�,.,.i ..a�s>,uati.e.a ed to retire the Prior Notes-M the Resolution ua.o5/16/90-2894-Rml -52- SECTION 32. COVENANTS OF THE ISSUER. For so long as the principal of and interest on the Notes shall be outstanding and unpaid or until payment has been provided for as herein permitted. the Issuer covenants with the Owners of the Notes as follows: A. PROCEEDS from 1990 BONDS. Upon the receipt of the DoLproceeds of the 1990 Bonds, the Issuer shall apply such proceeds, together with moneys on deposit in the Sinking Fund herein created, as follows: (1) There shall be transmitted (1) to the paying agent for the Notes, or (ii) if the Issuer or any of its officers Is the paying agent, to an escrow agent to be held in irrevocable escrow, the amount of (y) funds sufficient to pay. or investments of Federal Securities the maturing principal of and Interest on which will be sufficient to pay, the outstanding principal of the Notes and the interest accrued thereon to the date of maturity or earlier redemption thereof, and (z) all rebate payments required under the Tax Code, as determined or approved by an opinion of counsel rendered to the Issuer by nationally recognized bond counsel. Upon such deposit of funds or Federal Securities, the Issuer's obligations and covenants under, and the pledges and liens created by, this Resolution relating to the Notes shall terminate and be discharged, and the Owners of the Notes shall be entitled -to payment only from the funds and proceeds of Federal Securities so deposited. (2) The remaining balance, if any, shall be applied pursuant to the provisions of Section 13 of this Resolution. B. APPLICATION OF BOND COVENANTS. The covenants made by the Issuer in Section 15 of this Resolution shall apply equally for the benefit and protection of the Owners of the Notes as follows: (1) Immediately upon issuance of the Notes: (a) The Interest Account in the Sinking Fund shall be created, and moneys shall be deposited therein as required by Section 31 and Section 15C(2) for payment of interest on the Notes; and (b) The covenants in Section 15. Subsections E, F, H. 1, J. F, L. M. N. O, P. Q, R, S. T. U and V shall then become effective and enforceable by the Owners of the Notes. (2) In the event that the Issuer shall fall to sell a sufficient amount of 1990 Bonds to fully retire the Notes on their maturity date, the remaining covenants in Section 15 shall then become effective and enforceable by the Owners of the Notes. C. SALE OF 1990 BONDS TO PAY NOTES. The Issuer in good faith shall endeavor to sell a sufficient principal amount of the 19W Bonds in order to have funds available to pay the principal of and interest on the Notes as the same become due. The Issuer shall not sell any 1990 Bonds for any purpose other than to retire the Notes yment of the ua,05/15/sa28e4-smi -53- SECTION 3Z4. REPEALING CLAUSE. All ordinances or resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 3$S. PRIOR AUTHORITY TO ISSUE BONDS REPEALED, Upon the retirement of the Prior Notes as described in Section 31PG hereof, the authorization by the Issuer to issue not exceeding $6,000,000 Water and Sewer Revenue Bonds. Series 1989, as set forth in Resolution No. 89-R-54 of the Issuer shall be repealed and rescinded, and such bonds shall not thereafter be issued. SECTION 3$6. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. This Resolution was introduced and sponsored by cam. nr;lman RarfiI d , and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a Regular meeting of said Council held on the 21 day of May , 1990, and approved as provided by law. R CALL VOTE AS L . Authenticated this 211 day of May 19 Mayor LKL-05/ 15/90-1894-Revel Ea EXHIBIT A TO RESOLUTION ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of 1990, by and between CITY OF EDGEWATER, FLORIDA. a municipal corporation under the laws of the State of Florida (the "Issuer"). and SUN BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Holder (the "Escrow Agent'j; WITNESSETH: WHEREAS, the Issuer has previously authorized and issued obligations of the Issuer as hereinafter set forth defined as the "Refunded Bonds", as to which the current Aggregate Debt Service (as hereinafter defined) is set forth on the Schedules; and WHEREAS, the Issuer has determined to provide for payment of the current Aggregate Debt Service of the Refunded Bonds by depositing with the Escrow Agent pursuant to the provisions hereof. cash and Federal Securities, as herein defined, the principal of and interest on which will be at least equal to such sum; and WHEREAS, in order to obtain the funds needed for such purpose, the Issuer has authorized and is, concurrently with the delivery of this Agreement, utilizing the proceeds of certain Notes more fully described herein: and WHEREAS, the Issuer has determined that the amount to be on deposit from time to time in the Escrow Account, as defined herein, will be sufficient to pay the Aggregate Debt Service; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: Section 1. Definitions. As used herein, the following terms mean: "Aggregate Debt Service" means, as of any date, the sum of all present and future Annual Debt Service payments then remaining unpaid with respect to the Refunded Bonds, as shown on the Schedules. "Agreement" means this Escrow Deposit Agreement. Annual Debt Service" means, in any year, the principal of and premium and Interest on the Refunded Bonds coming due in such year at maturity or upon earlier redemption, as shown on the Schedules. "Escrow Account" means the account established and held by the Escrow Agent pursuant to this Agreement, in which cash and investments will be held for payment of the Refunded Bonds and the Expenses. "Escrow Agent" means Sun Bank. National Association, its successors and assigns, or such other party who may, pursuant hereto, be appointed to serve as Escrow Agent hereunder. "Escrow Reautre_ment" means, as of any date of calculation, the sum of an amount in cash and principal amount of Federal Securities in the Escrow Account which, together with the interest due on the Federal Securities, will be sufficient to LEL-05/16/90-2894-EscDepAg -1- pay, as the Installments thereof become due at maturity (or upon earlier redemption If so provided herein), the Aggregate Debt Service and the Expenses. "" means the fees of the Escrow Agent hereunder and the Paying Agents for the Refunded Bonds. "Federal" means direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. "Gulf Breeze Loan" shall mean the Issuer's Loan from the City of Gulf Breeze, Florida Local government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B, in the amount of $650.000 dated September, 1988. "Issuer" means the City of Edgewater, Florida. "Nal a" means the Water and Sewer Revenue Bond Anticipation Notes, Series 1989. of the Issuer, as defined in the Resolution, as herein defined. "Resolution" means a resolution duly adopted by the Issuer on 1990, as supplemented, authorizing issuance of certain bonds and notes and execution and delivery of this Agreement. "pay►pg-,Bgc>lt" shall mean, respectively, the Paying Agent for each Issue of the Refunded Bonds. "Redernntion Date" shall mean "Redemption Notices" shall mean the notices attached hereto as Exhibit A. "Refunded Bonds" means the Issuer's outstanding 1964 Bonds and the Gulf Breeze Loan. "Schedules" shall mean the refunding financial plan consisting of the various schedules shown on the verification report of dated , and entitled " "1964 Bonds" means the Issuer's outstanding Waterworks and Sewer System Refunding and improvement Revenue Bonds, dated February 1, 1964. Section S. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent in immediately available funds, to be help in Irrevocable escrow by the Escrow Agent and applied solely as provided in this Agreement. The Issuer represents that: (a) Such funds are all derived from the net proceeds of the 1989 Notes, as defined in the Resolution. (b) Such funds, when applied pursuant to Section 3 below, will at least equal the Escrow Requirement as of the date hereof. Section 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sum described in Section 2 and agrees: LEL-05/16/90-2894-EscDepAg -2- (a) to hold the funds in irrevocable escrow during the term of this Agreement. (b) to deposit the sum of $ in cash in the Escrow Account, (c) to immediately invest $ of such funds by the purchase of the Federal Securities set forth on the Schedules, (d) to reinvest, upon receipt thereof, any maturing principal and interest of such Federal Securities required to be reinvested pursuant to the Schedules, and (e) to deposit in the Escrow Account, as received, the receipts of maturing principal of and interest on the Federal Securities in the Escrow Account. Section 4. Payment of Refunded Bonds. (a) Refunded Bonds. On each interest payment date for the Refunded Bonds, the Escrow Agent shall pay to the Paying Agents for the Refunded Bonds, from the cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds coming due on such date. as shown on the Schedules. (b) Expenses. On each date set forth in the Schedules, the Escrow Agent shall pay the Expenses coming due on such date from the cash on hand in -the Escrow Account. (c) Surplus After making all the payments from the Escrow Account described in Subsections 4(a) and 4(b). the Escrow Agent shall pay to the Issuer any remaining cash in the Escrow Account in excess of the Escrow Requirement, if any is shown on the Schedules, to be used for any lawful purpose of the Board. (d) Priority of Payments. The holders of the Refunded Bonds shall have an express first lien on the funds and Federal Securities in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the payments required under Subsection 4(a), all of the payments required under Subsection 4(a) shall be made when due before any payments shall be made under Subsections 4(b). Section 5. Reinvestment. (a) Except as provided in Section 3 hereof, and in this Section, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Federal Securities held hereunder. (b) At the request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer, otherwise dispose of or request the redemption of any of the Federal Securities acquired hereunder and shall either apply the proceeds thereof to the full discharge and satisfaction of the Refunded Bonds or substitute other Federal Securities for such Federal Securities, or shall reinvest the proceeds of any of the Federal Securities acquired hereunder in other Federal Securities. The Issuer will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which would cause any LKL-05/16/90-2894-EscDepAg -3- tax-exempt debt of the Issuer to be "arbitrage bonds" within the meaning of the Internlal Revenue Code of 1986, as amended, and the Regulations thereunder. The transactions may be effected only if (I) an independent certified public accountant shall certify that the cash and principal amount of Federal Securities remahung on band after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Requirement, and (ii) the Escrow Agent shall receive an unqualified opinion from a nationally recognized bond counsel or tax counsel to the effect that the transactions will not cause any tax-exempt debt of the Issuer to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986. as amended, and the applicable regulations thereunder. Section S. Redemption of Refunded Bonds. On each Redemption Date, the Escrow Agent shall redeem the principal amount of Refunded Bonds shown on the Schedules prior to their stated maturity dates, and shall give notice of such redemption on behalf of the Issuer in the manner and at the times required by the resolution authorizing the issuance of the Refunded Bonds, and in the form of the applicable Redemption Notice. The Issuer shall not redeem any of the Refunded Bonds on any dates except as set forth in the Resolution and the Redemption Notices. Section 7. Indemnity. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect. save and keep harmless the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions. suits. costa, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time. 'the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Account, established hereunder. the acceptance of the funds and securities deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. hi no event shall the Issuer or Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this section shall survive the termination of this Agreement. Section S. Responsibilities of Escrow Agent. The Escrow Agent and Its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement. the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or securities by the Escrow Agent in any non -negligent act, non -negligent omission or non -negligent error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the Issuer for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined only by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it In good faith in LKL-05/16/90-2894-EscDepAg -4- accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under Oils Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the issuer. Section 9. Resignation of Escrow Agent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer and published once in a newspaper of general circulation published in the territorial limits of the Issuer, and in a daily newspaper of general circulation or a financial Journal published in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a new Escrow Agent hereunder, if such new Escrow Agent shall be appointed before the time limited by such notice and shall then accept the duties and obligations thereof. Section 10. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one per centum (51%) in aggregate principal amount of each issue of Refunded Bonds then outstanding such instruments to be filed with the Issuer, and notice in writing given by such holders to the Issuer and published once in a newspaper of general circulation published in the territorial limits of the Issuer, and in a daily newspaper of general circulation or a financial Journal published in the Borough of Manhattan. City and State of New York, not less than sixty (60) days before such removal is to l4ke effect as stated in such instrument or instruments. Photographic copy of any instrument flied with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for falling to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent, by any court of competent Jurisdiction upon the application of the Issuer or of the holders of not less than five per centum (5%) in aggregate principal amount of the Refunded Bonds then outstanding. Section 13L. Successor Escrow Agent. (a) If at any time hereafter the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall, appoint an Escrow Agent to fill such vacancy. The Issuer shall publish notice of any such appointment once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper of general circulation or a financial Journal published in the Borough of Manhattan, City and State of New York. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of each issue of Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by all such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore L ,05/16/90-2894-EscDepAg -5- appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the bondholders. (c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent, may apply to any court of competent Jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. Section 12. Interpleader or Declaratory Judgment. If the parties to this Agreement shall be in disagreement about the interpretation of this Agreement, or about their rights and obligations, or the propriety of any action contemplated by Escrow Agent hereunder, the Escrow Agent may, at its sole discretion, file a declaratory judgment action or an action in interpleader to resolve the said disagreement. Unless the bringing of such declaratory judgment or interpleader action is occasioned by the willful misconduct. bad faith or negligence of the Escrow Agent, the Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in connection with the aforesaid actions, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action or declaratory judgment action is received. Section 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds, and All amounts held by the Escrow Agent hereunder have been applied in accordance herewith. Section 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall be null and void and shall be severed from the remaining covenants and agreements and shall in no way affect the validity of the remaining provisions of this Agreement. Section 15. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be but one and the same Instrument. Section 16. Governing law. 'ibis Agreement shall be construed under the laws of the State of Florida Section 27. Security for Accounts and Funds. All accounts and funds maintained or held pursuant to this Agreement shall be continuously secured in the same manner as other deposits of school funds are required to be secured by the laws of Florida. LEL-05/16/90-2894-EscDepAg -6- . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their official seals to be hereunto affixed and attested as of the date first above written. THE CITY OF EDGEWATER. FL40RMA (SEAL) COUNTERSIGNED AND ATTESTED: City SUN BANK. NATIONAL ASSOCIATION as Escrow Agent (SEAL) Its: LKG05/16/90-2894-EscDepAg -7- VA :4:ii: Y66 FORM OF LETTER OF REPRESENTATIONS SOON ENTRY SYSTEM OF REGISTRA CITY OF EDGEWATER, FLORIDA ISSUER The Depository'Prust Company 55 Water Street New York, New York 10041 Attention. General Counsel's Office Re: $ Water and Sewer Revenue Bonds, Series Gentlemen: The purpose of this letter is to set out certain matters relating to the above - referenced Bonds. (the "Registrar and Paying Agent") is acting as Registrar and Paying Agent with respect to the Bonds. The Bonds will be issued pursuant to a resolution of the Issuer duly adopted on , as amended and supplemented (the "Resolution"). Pursuant to [competitive bid] [negotiated sale], the Issuer has awarded the Bonds to (the "Underwriter"), the Underwriter has agreed to purchase. and the Issuer has agreed to issue, the Bonds, and the Underwriter will distribute the Bonds through The Depository Trust Company (DTC"). To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Registrar and Paying Agent make the following representations to DTC: 1. Subsequent to Closing on the Bonds on , there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee CEDE & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer or Registrar and Paying Agent shall establish a record date for such purposes and given DTC notice of such record date not less than 15 calendar days In advance of such record date to the extent possible. 3. In the event of a redemption or other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or parts of the Bonds outstanding, the Registrar and Paying Agent or Issuer shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Registrar and Paying Agent shall send DTC a notice specifying: (1) the amount of the redemption or refunding; (2) in the case of a refunding: the maturity date(s) established under the refunding: and (3) the date such notice is to be mailed to Bondholders or published ('Tubltshed Date"). Such notice shall be sent to DTC by a secure means (e.g. legible facsimile transmission, registered or certified mall, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or Registrar and Paying Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. ('Die Issuer or Registrar and Paying Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice). The Publication Date shall not be less than 30 days nor more than 60 days prior to the redemption date, or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds. notice to Bondholders by the Registrar and Paying Agent or Issuer specifying the terms of the tender and the date of such notice is mailed to Bondholders or published ("Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) In a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (fhe Issuer or Registrar and Paying Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice). 6. All notices and payments sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-4190. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Mum Reorganization Manager 711 Stewart Avenue Garden City, New York 11530 8. Interest payments shall be received by CEDE & Co., as nominee of DTC, or its registered assigns in next day funds on each payment date (or the equivalent in. accordance with existing arrangements between the Issuer or Registrar and Paying Agent and DTC). Such payments shall be made payable to the order of "CEDE & CO". 9. Payments of principal shall be received by CEDE & Co., as nominee of DTC, or its registered assigns in the next day funds on each payment date. Principal payments shall be made payable to the order of "CEDE & CO", and shall be t addressed as follows: The Depository Trust Company Muni Redemption Department 55 Water Street - 50th Floor New York, New York 10041 Attention: Collection Supervisor 10. DTC may direct the Registrar and Paying Agent or Issuer to use any other telephone number for facsimile transmission, address or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g.. tenders made and accepted in response to the invitation of the Issuer or Registrar and Paying Agent) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion. (a) may request the Registrar and Paying Agent or Issuer to issue and authenticate a new Bond certificate, or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal except In the case of final maturity, in which case the certificate must be presented to the Issuer or Registrar and Paying Agent prior to payment 12. In the event the Issuer determines pursuant to the Resolution that the beneficial Owners of the Bonds shall be able to obtain certificated Bonds, the Registrar and Paying Agent or Issuer shall notify DTC of the availability of Bond certificates, and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Registrar and Paying Agent (at which time DTC will confirm with the Issuer or Registrar and Paying Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer or Registrar and Paying Agent to do so, the Issuer or Registrar and Paying Agent will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participating having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Registrar and Paying Agent to advance funds on behalf of the Issuer. Very truly yours, as Registrar and Paying Agent CITY OF EDGEWATER. FLORIDA as Issuer G0 Mayor Attested and countersigned: By: City Clerk Received and Accepted: THE DEPOSITORY TRUST COMPANY By: Authorized Officer cc: [Underwriter] ua,o /30/90-2894-vrc-ur