06-15-2017 - SpecialCiiy aF
I
DGIET TER
Thursday, June 15, 2017
City of Edgewater
Meeting Agenda
City Council - Special Meeting
5:45 PM
Sales Tax Revenue Note, Series 2017
104 N. Riverside Drive
Edgewater, FL 32132
Council Chambers
We respectfully request that all electronic devices arc set for no audible notification.
1. CALL TO ORDER & ROLL CALL
2. PUBLIC HEARING
a. Resolution 2017-R-21 - Capital Improvement Revenue Note Series 2017 with Branch Banking
and Trust Bank (BB&T)
Attachments: 2017-R-21 - SalesTaxRevenueNote - Bank Loan
Loan Agreement (Capital Improvement Revenue Note), Series 2017
City of Edgewater Capital Improv Revenue Note, Series 2017 - Preliminary Nurr
3. ADJOURN
Pursuant to Chapter 286, F.S., if an individual decides to appeal any decision made with respect to any
matter considered at a meeting or hearing, that individual will need a record of the proceedings and
will need to ensure that a verbatim record of the proceedings is made. The City does not prepare or
provide such record.
In accordance with the Americans with Disabilities Act, persons needing assistance to participate in
any of these proceedings should contact City Clerk/Paralegal Robin L. Matusick, 104 N. Riverside
Drive, Edgewater Florida, telephone number 386-424-2400 x 1102, 5 days prior to the meeting date.
If you are hearing or voice impaired, contact the relay operator at 1-800-955-8771.
City of Edgewater Page 1 Printed on 611 312 01 7
File #: 2017-R-21, Version: 1
104 N. Riverside Drive
City of Edgewater Edgewater, FL 32132
Legislation Text
COUNCIL AGENDA ITEM
SUBJECT:
Resolution 2017-R-21- Capital Improvement Revenue Note Series 2017 with Branch Banking and Trust Bank
(BB&T)
DEPARTMENT:
Finance
SUMMARY:
The purpose of this Resolution is to provide the City of Edgewater, Florida with the final approval for a loan in
a not to exceed amount of $2,000,000. The proceeds of the Loan will be used to provide financing for the
acquisition of 27 acres for a future City recreational area to include facilities, walking trails, playgrounds, and
boat launch. Debt service on the Note will be paid from the proceeds of the "local government half -cent sales
tax".
The City Council approved the selection of BB&T at their Regular Meeting on Monday June 5, 2017 at 6 p.m.
Their proposal met all requirements and criteria as specified in RFP #17 -FI -011. This Note is for 15 years for
$2,000,000 with an interest rate that shall be fixed for the entire term of the loan at 2.47%, with the loan
maturing June 1, 2032.
BUDGETED ITEM:
® Yes ❑ No ❑ Not Applicable
BUDGET AMENDMENT REQUIRED: ® Yes ❑ No ❑ Not Applicable
RECOMMENDED ACTION:
Approve Resolution 2017-R-21 - Capital Improvement Revenue Note Series 2017 in an amount not to exceed
$2,000,000 with BB&T at a fixed rate of 2.47%.
City of Edgewater Page 1 of 1 Printed on 6/13/2017
powered by LegistarTM
RESOLUTION NO. 2017-R-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEWATER, FLORIDA, AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
WITH BRANCH BANKING AND TRUST COMPANY, A
NORTH CAROLINA STATE BANKING CORPORATION,
TO PROVIDE THE CITY WITH A LOAN IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $2,000,000 TO FINANCE THE ACQUISITION OF
APPROXIMATELY 27 ACRES OF LAND FOR THE
CONSTRUCTION OF A PUBLIC WATERFRONT PARK
AND RELATED AMENITIES; AUTHORIZING THE
ISSUANCE OF A CAPITAL IMPROVEMENT REVENUE
NOTE, SERIES 2017 IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $2,000,000 TO SECURE
THE REPAYMENT OF SAID LOAN; PROVIDING FOR
PAYMENT OF PRINCIPAL AND INTEREST ON SAID
NOTE FROM PLEDGED REVENUES; DESIGNATING THE
NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION
WITHIN THE MEANING OF THE INTERNAL REVENUE
CODE; MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH SAID LOAN;
PROVIDING GENERAL AUTHORITY AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to the authority of Chapter 166, Florida Statutes, as amended, and other applicable
provisions of law (collectively, the "Act").
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared:
(A) The City of Edgewater, Florida (the "City"), deems it necessary, desirable and in
the best interests of the City that the City undertake the acquisition of approximately 27 acres of
land for the purpose of constructing a public waterfront park, including a boat ramp, playground,
fishing piers and related amenities, and pay related costs of issuance of the Note, as hereinafter
defined (collectively the "Project").
(B) On June 5, 2017, the City approved the proposal for a loan in the not to exceed
amount of $2,000,000 (the "Loan") from Branch Banking and Trust, a North Carolina state
banking corporation (the "Bank"), the proceeds of which will be applied to finance the cost of
the Project.
-1-
(C) The Loan will be evidenced by the Loan Agreement, as hereinafter defined,
pursuant to which the City will issue its not to exceed $2,000,000 Capital Improvement Revenue
Note, Series 2017 (the "Note") to secure the repayment of the Loan and to finance the Project.
(D) The City issued a request for proposals ("RFP") to provide the Loan, advertised
notice of the RFP in a newspaper of general circulation in the City, analyzed the responses
received with the City's financial advisor and selected the financial institution providing the most
competitive proposal and lowest interest rate for the Note and, accordingly, the City Council
finds and determines that it is in the best financial interest of the City that the sale of the Note be
awarded pursuant to this competitive process.
(E) Debt service on the Note will be paid from the proceeds of the "local government
half -cent sales tax," as defined and described in, and distributed to the City under Chapter 218,
Part VI, Florida Statutes as amended and supplemented from time to time (the "Pledged
Revenues"). The Pledged Revenues are expected to be sufficient to pay the principal and interest
on the Note, as the same becomes due.
(F) The Note shall not be or constitute a general indebtedness of the City 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 Revenues. No owner of the Note
shall ever have the right to require or compel the exercise of the ad valorem taxing power of the
City for payment of the principal of and interest on the Note, or other payments provided for in
this Resolution. The Note and the obligation evidenced thereby shall not constitute a lien upon
the Project or any property of or in the City, except the Pledged Revenues, and shall constitute a
lien only on the Pledged Revenues, in the manner provided herein and in the Loan Agreement.
(G) The City has not and does not reasonably expect to issue (including issues "on
behalf of the City, as determined under Section 265(b)(3)(E) of the Internal Revenue Code of
1986, as amended (the "Code")) tax-exempt obligations (excluding certain obligations of the
City issued for the sole purpose of currently refunding the outstanding amount of an existing
obligation) in excess of $10,000,000 aggregate face amount during the 2017 calendar year.
SECTION 3. AUTHORIZATION OF THE PROJECT. The City does hereby
authorize the Project.
SECTION 4. AUTHORIZATION OF LOAN AGREEMENT. The Loan and the
repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan
Agreement between the City and the Bank (the "Loan Agreement"). The City hereby authorizes
the Mayor or the Vice Mayor of the City (the "Mayor") and the City Clerk or the Assistant City
Clerk of the City (the "City Clerk") to execute and deliver on behalf of the City the Loan
Agreement, substantially in the form attached hereto as Exhibit A, with such changes, insertions
and additions as they may approve, their execution thereof being conclusive evidence of such
approval.
SECTION 5. AUTHORIZATION OF NOTE TO FINANCE THE COST OF THE
PROJECT. Subject and pursuant to the provisions of this Resolution and the Loan Agreement,
an obligation of the City to be known as the "City of Edgewater, Florida Capital Improvement
-2-
Revenue Note, Series 2017" (the "Note") is hereby authorized to be issued in the principal
amount of not to exceed $2,000,000 for the purpose of providing the City with sufficient funds to
finance the cost of the Project. The Mayor, the City Clerk the City Manager and the Assistant
City Manager (collectively, the "Authorized Officers") are hereby authorized to execute, seal and
deliver on behalf of the City, the Note and other documents, instruments, agreements and
certificates necessary or desirable to effectuate the Loan as provided in the Loan Agreement.
The Note shall be in substantially the form attached to the Loan Agreement, with such changes,
insertions and additions as the Mayor and City Clerk may approve, their execution thereof being
conclusive evidence of such approval. The Note shall be issued in the aggregate principal
amount not to exceed $2,000,000, shall bear interest at the fixed interest rate of 2.47%, subject to
adjustment as described therein, shall have a final maturity date of June 1, 2032 and shall have
such other terms, all as set forth in the Loan Agreement and the Note authorized herein and
executed and delivered in connection with the Loan.
SECTION 6. SECURITY FOR THE NOTE. The payment of the principal of and
interest on the Note shall be secured forthwith equally and ratably by a pledge of and an
irrevocable prior lien on the Pledged Revenues. The City does hereby irrevocably pledge the
Pledged Revenues to the payment of the principal and interest on the Note issued pursuant to this
Resolution and the Loan Agreement, at the times provided and in the sums required to secure the
payment of the principal and interest on the Note. The Pledged Revenues shall immediately be
subject to the lien of this pledge without any physical delivery thereof or further act.
SECTION 7. DESIGNATION OF THE NOTE AS A QUALIFIED TAX-EXEMPT
OBLIGATION. The City hereby designates the Note as a "qualified tax-exempt obligation"
under Section 265(b)(3) of the Code. This designation is based upon the findings of the City set
forth in Section 2(G) of this Resolution. Any one or more Authorized Officers are hereby
authorized to certify such finding in connection with the issuance of the Note. The City
acknowledges that any action which adversely impacts the status of the Note as a "qualified
tax-exempt obligation" will result in an upward adjustment to the interest rate on such Note.
SECTION 8. GENERAL AUTHORIZATION. Each Authorized Officer and other
employees or agents of the City are authorized to execute and deliver such documents,
instruments and contracts, and are hereby authorized and directed to do all acts and things
required hereby as may be necessary for the full, punctual and complete performance of all the
terms, covenants, provisions and agreements herein contained or in the Loan Agreement, or as
otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution.
SECTION 9. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances,
resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent
of such conflict.
SECTION 10. VALIDITY OF REMAINING PORTIONS. If any section, subsection,
sentence, clause, phrase, or portion of this Resolution, or application hereof, is for any reason
held invalid or unconstitutional by any Court, such portion or application shall be deemed a
separate, distinct, and independent provision, and such holding shall not affect the validity of the
remaining portions or applications hereof.
-3-
SECTION It. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
After Motion to approve by
by , the vote on this resolution was as follows:
AYE NAY
Mayor Michael Ignasiak
Councilwoman Christine Power
Councilwoman Amy Vogt
Councilman Dan Blazi
Councilman Gary Conroy
and second
PASSED, APPROVED AND ADOPTED this day of June, 2017.
ATTEST CITY COUNCIL OF THE CITY
Robin L. Matusick,
City Clerk/Paralegal
For the use and reliance only by the City of Edgewater,
Florida. Approved as to form and legality by
Aaron R. Wolfe, Esquire
City Attorney
Doran Sims Wolfe & Ciocchetti
OF EDGEWATER, FLORIDA
Michael Ignasiak
Mayor
Approved by the City Council of the City of Edgewater at a meeting
held on this day of 2017 under Agenda Item
No.
-5-
Exhibit A
Loan Agreement
FEW
LOAN AGREEMENT
Dated as of June 19, 2017
By and Between
THE CITY OF EDGEWATER, FLORIDA
(the "City")
AND
BRANCH BANKING AND TRUST COMPANY
(the "Bank")
Relating to:
$2,000,000
CITY OF EDGEWATER, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2017
Table of Contents
Page
ARTICLE I DEFINITION OF TERMS......................................................................................1
Section 1.01
Definitions.......................................................................................1
Section 1.02
Interpretation.................................................................................3
Section 1.03
Titles and Headings........................................................................3
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES ..................3
Section 2.01
Representations and Warranties of City.....................................3
Section 2.02
Representations and Warranties of Bank....................................4
ARTICLE III THE NOTE
............................................................................................................4
Section3.01
The Note..........................................................................................4
Section 3.02
Compliance with Section 215.84 ...................................................4
Section 3.03
Conditions Precedent to Purchase of Note..................................4
Section 3.04
Registration of Transfer; Assignment of Rights of Bank ........... 6
Section 3.05
Ownership of the Note...................................................................7
Section 3.06
Use of Proceeds of Note Permitted Under Applicable Law .......7
Section 3.07
Prepayment Option........................................................................7
ARTICLE IV COVENANTS OF THE CITY.............................................................................8
Section 4.01
Performance of Covenants............................................................8
Section 4.02
Payment of the Note.......................................................................8
Section 4.03
Security for the Note......................................................................8
Section4.04
Tax Covenant.................................................................................8
Section 4.05
Budget and Other Financial Information....................................8
ARTICLE V EVENTS OF
DEFAULT AND REMEDIES........................................................9
Section 5.01
Events of Default............................................................................9
i
Section 5.02
Exercise of Remedies...................................................................10
Section 5.03
Remedies Not Exclusive...............................................................10
Section 5.04
Waivers, Etc..................................................................................10
Section 5.05
Waiver of Jury Trial....................................................................1
l
ARTICLE VI MISCELLANEOUS PROVISIONS..................................................................11
Section 6.01
Covenants of City, Etc.; Successors............................................1
l
Section 6.02
Term of Amement......................................................................1
l
Section 6.03
Notice of Changes in Fact............................................................1
l
Section 6.04
Amendments and Supplements..................................................11
Section6.05
Notices...........................................................................................11
Section 6.06
Benefits Exclusive.........................................................................12
Section 6.07
Severability...................................................................................12
Section 6.08
Payments Due on Saturdays, Sundays and Holidays ...............12
Section 6.09
Counterparts................................................................................12
Section 6.10
Applicable Law.............................................................................12
Section 6.11
No Personal Liability...................................................................13
Section 6.12
Incorporation by Reference........................................................13
EXHIBIT A FORM OF NOTE
11
LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement"), made and entered into this 19th day of
June, 2017, by and between THE CITY OF EDGEWATER, FLORIDA (the "City"), a
municipal corporation created and existing pursuant to the Constitution and the laws of the State
of Florida, and BRANCH BANKING AND TRUST COMPANY, a North Carolina state
banking corporation (the `Bank").
WITNESSETH:
WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have
the meanings specified in Article I of this Agreement; and
WHEREAS, the City, pursuant to Article VIII, Section 2 of the Constitution of the State
of Florida, Chapter 166, Florida Statutes, as amended and supplemented, the Charter of the City,
and any other applicable provisions of law (all of the foregoing, collectively, the "Act"), and
Resolution No. 2017-R--, adopted by the City on June 15, 2017, subject to certain limitations,
is authorized to borrow money, issue bonds, notes or other obligations to finance and/or
refinance the Project; and
WHEREAS, the City has requested proposals for the financing and/or refinancing of the
Project and has determined that the proposal from the Bank contains the terms most favorable to
the City;
WHEREAS, the Bank has agreed to purchase the City's Capital Improvement Revenue
Note, Series 2017, in the principal amount of $2,000,000 upon the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I.
DEFINITION OF TERMS
Section 1.01 Definitions. Capitalized terms used in this Agreement and not otherwise
defined shall have the respective meanings as follows:
"Act" shall have the meaning assigned to that term in the recitals hereof.
"Agreement" shall mean this Loan Agreement and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bank" shall mean Branch Banking and Trust Company, a North Carolina state banking
corporation, and/or its successors or assigns.
"Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
the payment office of Bank is lawfully closed.
"City" shall mean the City of Edgewater, Florida.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the applicable rules and regulations promulgated thereunder.
"Determination of Taxability" shall mean (i) the issuance by the Internal Revenue
Service of a statutory notice of deficiency or other written notification which holds in effect that
the interest payable on the Note is includable for federal income tax purposes in the gross income
of the Noteholder or that the Note is not a "qualified tax exempt obligation" under Section
265(b)(3) of the Code, which notice or notification is not contested by either the City or the
Noteholder, or (ii) a determination by a court of competent jurisdiction that the interest payable
on the Note is includable for federal income tax purposes in the gross income of the Noteholder
or that the Note is not a "qualified tax exempt obligation" under Section 265(b)(3) of the Code,
which determination either is final and non -appealable or is not appealed within the requisite
time period for appeal, or (iii) the admission in writing by the City to the effect that interest on
the Note is includable for federal income tax purposes in the gross income of the Noteholder or
that the Note is not a "qualified tax exempt obligation" under Section 265(b)(3) of the Code.
"Event of Default" shall mean an Event of Default as defined in Section 5.01 of this
Agreement.
"Final Maturity Date" shall mean the date on which all principal and all unpaid interest
accrued on the Note shall be due and payable in full, which date shall be, if not earlier due to
prepayment, June 1, 2032.
"Fiscal Year" shall mean the twelve-month period commencing October 1 of each year
and ending on the succeeding September 30, or such other twelve-month period as the City may
designate as its "fiscal year" as permitted by law.
"Note" shall mean the City's $2,000,000 Capital Improvement Revenue Note, Series
2017, issued pursuant to the Resolution and this Agreement.
"Note Counsel" shall mean, initially, Broad and Cassel LLP, Orlando, Florida or any
other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining
to the federal tax exemption of interest on obligations issued by states and political subdivisions
as approved by the City.
"Note Rate" shall mean a fixed rate of 2.47% per annum.
"Noteholder" shall mean the Bank as the holder of the Note and any subsequent
registered holder of the Note.
"Pledged Revenues" shall mean the proceeds of the "local government half -cent sales
tax" as defined and described in, and distributed to the City under Chapter 218, Part VI, Florida
Statutes, as amended and supplemented from time to time.
"Project" shall mean the acquisition of approximately 27 acres of real property which
will be financed with the proceeds of the Note, for the purpose of constructing a public water
2
front park, including a boat ramp, playground, fishing piers and related amenities, and related
costs of issuance in connection with the issuance of the Note.
"Resolution" shall mean, collectively, Resolution No. 2017-R-_ adopted by the City
on June 15, 2017.
"Taxable Rate" means the interest rate payable after the Determination of Taxability,
subject to a full gross -up modification, as reasonably determined by the Bank and its counsel,
effective retroactively to the date on which the Determination of Taxability was made which
rate, together with the calculation of such rate shall be provided in writing to the City.
Section 1.02 Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neutral
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. Any capitalized terms used in this
Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution.
This Agreement and all the terms and provisions hereof shall be construed to effectuate the
purpose set forth herein and to sustain the validity hereof.
Section 1.03 Titles and Headings. The titles and headings of the Articles and Sections
of this Agreement, which have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01 Representations and Warranties of City. The City represents and
warrants to the Bank as follows:
(a) Existence. The City is a municipal corporation of the State of Florida, duly
created and validly existing under the laws of the State of Florida, with full legal right, power
and authority to adopt the Resolution, to enter into this Agreement, to perform its obligations
hereunder and to issue and deliver the Note to the Bank. The making, execution and
performance of this Agreement on the part of the City and the issuance and delivery of the Note
have been duly authorized by all necessary action on the part of the City and will not violate or
conflict with the Act, or any agreement, indenture or other instrument by which the City or any
of its material properties is bound.
(b) Validity, Etc. This Agreement, the Note and the Resolution are valid and binding
obligations of the City enforceable against the City in accordance with their respective terms,
except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial
emergency, reorganization, moratorium or similar laws relating to or from time to time affecting
the enforcement of creditors' rights and except to the extent that the availability of certain
remedies may be precluded by general principles of equity.
3
(c) No Financial Material Adverse Change. There has been no material adverse
change in the financial condition of the City since the date of its last published audited financial
statements. Except as may be noted in the financial statements, letters to the City's auditors, or as
disclosed separately by the City to Bank, there are no actions, proceedings or investigations
pending against the City or affecting the City (or any basis therefor known to the City) which,
either in any case or in the aggregate, are likely to result in any material adverse change in the
financial condition, business, prospects, affairs or operations of the City, or in any material
impairment of the right or ability of the City to carry on its operations as now conducted or
proposed to be conducted, or in any material liability on the part of the City and none which
questions the validity of this Agreement, the Note or the Resolution or of any action taken or to
be taken in connection with the transactions contemplated hereby or thereby.
(d) Powers of City. The City has the legal power and authority to pledge the Pledged
Revenues for the repayment of the Note as described herein.
Section 2.02 Representations and Warranties of Bank. The Bank represents and
warrants to the City as follows:
(a) Existence. The Bank is a North Carolina state banking corporation, with full
power to enter into this Agreement, to perform its obligations hereunder and to purchase the
Note.
(b) Validity. This Agreement is a valid and binding obligation of the Bank
enforceable against the Bank in accordance with its terms, except to the extent that enforceability
may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium
or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and
specifically creditors' rights as the same relate to national banks) and except to the extent that the
availability of certain remedies may be precluded by general principles of equity.
ARTICLE III.
THE NOTE
Section 3.01 The Note. The Note shall be in the form set forth as Exhibit "A" to this
Agreement.
Section 3.02 Compliance with Section 215.84. The City represents, warrants, and
covenants that the Note Rate, as currently calculated in accordance with Section 215.84, Florida
Statutes, is in compliance with Section 215.84, Florida Statutes.
Section 3.03 Conditions Precedent to Purchase of Note. Prior to or simultaneously
with the delivery of the Note by the City there shall be filed with the Bank the following, each in
form and substance reasonably acceptable to the Bank and its counsel:
(a) an opinion of the City's counsel to the City and the Bank for the exclusive reliance
by the addressees, to the effect that (i) the Resolution has been duly adopted and this Agreement
has been duly authorized, executed and delivered by the City and each constitutes a valid,
binding and enforceable agreement of the City in accordance with its terms, except to the extent
F1
that the enforceability of the rights and remedies set forth herein may be limited by bankruptcy,
insolvency, financial emergency or other laws affecting creditors' rights generally or by usual
equity principles; (ii) the City's execution, delivery and performance of this Agreement and
execution and issuance of the Note are not subject to any authorization, consent, approval or
review of any other governmental body, public officer or regulatory authority not heretofore
obtained or effected; (iii) the execution, issuance and delivery of the Note have been duly and
validly authorized by the City, and the Note constitutes a valid and binding limited obligation of
the City enforceable in accordance with its terms; (iv) the City (A) is a municipal corporation
duly organized and validly existing under the laws of the State of Florida, and (B) has power and
authority to execute and deliver this Agreement to consummate the transactions contemplated
hereby; (v) based upon the representations from the City and its officials, employees and agents
without independent review by the City's counsel, the execution, delivery and performance of the
Note and this Agreement, and compliance with the terms thereof and hereof, under the
circumstances contemplated hereby, do not and will not in any material respect conflict with, or
constitute on the part of the City a breach or default under, any indenture, mortgage, deed of
trust, agreement or other instrument to which the City or to which its properties are subject or
conflict with, violate or result in a breach of any existing law, administrative rule or regulation,
judgment, court order or consent decree to which the City or its properties are subject; (vi) to the
best of such counsel's knowledge, there is no claim, action, suit, proceeding, inquiry,
investigation, litigation or other proceeding, at law or in equity, pending or threatened in any
court or other tribunal, state or federal (A) restraining or enjoining, or seeking to restrain or
enjoin, the issuance, sale, execution or delivery of the Note, (B) in any way questioning or
affecting the validity or enforceability of any provision of this Agreement, the Note, or the
Resolution, (C) in any way questioning or affecting the validity of any of the proceedings or
authority for the authorization, sale, execution or delivery of the Note, or of any provision made
or authorized for the payment thereof, or (D) questioning or affecting the organization or
existence of the City or the right of any of its officers to their respective offices; (vii) the City has
the legal power to pledge the Pledged Revenues to the repayment of the Note as described herein
and in the Resolution; (viii) the issuance of the Note and the transactions arising from this
Agreement are not subject to the payment of documentary taxes, and (ix) all conditions
contained in the ordinances and resolutions of the City precedent to the issuance of the Note have
been complied with.
City counsel will not render an opinion concerning the Determination of Taxability of
this Agreement and the Note; the federal and State of Florida tax-exempt status of the interest
income, the Note and this transaction; and any matters assigned to Note Counsel pursuant to this
Agreement. The opinion of the City counsel will be based on the facts in existence and laws in
effect on the date of the opinion letter and will disclaim any obligation to update the opinion
regardless of whether changes in such facts or laws come to the counsel's attention after the
delivery hereof. The opinion will be limited to the law of the State of Florida and will not
express an opinion with respect to the laws of any other state or jurisdiction and will not render
an opinion concerning securities laws of the State of Florida and the federal government. The
opinion of the City counsel will assume that the execution, delivery and performance of the loan
documents are within the power of the Bank, and will not violate or result in a breach of any
term or provision of any agreement, judgment, non -Florida Statute, decree or administrative
order to which the Bank is subject and will assume that the loan documents, in the exact form as
G
reviewed by the City counsel, will be duly authorized, completed, executed and delivered by the
City and the Bank.
(b) an opinion of Note Counsel stating, among other things, that such counsel is of
the opinion that: (i) assuming compliance by the City with certain covenants relating to
requirements contained in the Code (a) interest on the Note is excluded from gross income for
purposes of federal income taxation, and is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations; however, with respect
to corporations (as defined for federal income tax purposes), such interest is taken into account in
determining adjusted current earnings for the purpose of computing the alternative minimum tax
imposed on such corporations, and (b) the Note constitutes a qualified tax exempt obligation
under Section 265(b)(3) of the Code, and (ii) the Resolution and this Agreement constitute valid
and legally binding obligations of the City enforceable in accordance with the laws of the State
of Florida, and the Note is a valid and legally binding limited obligation of the City.
(c) a copy of a completed and executed Form 8038-G to be filed with the Internal
Revenue Service by the City; and
(d) such other documents as the Bank reasonably may request (including, without
limitation, appropriate executed Florida Division of Bond Finance forms).
When the documents and items mentioned in clauses (a) through (d), inclusive, of this
Section shall have been filed with the Bank, and when the Note shall have been executed as
required by this Agreement, and all conditions of the Resolution have been met, the City shall
deliver the Note to or upon the order of the Bank, but only against and upon the City's receipt of
the purchase price of the Note, by wire transfer.
Section 3.04 Registration of Transfer; Assignment of Rights of Bank. The City
shall keep at the office of the City Clerk in the City's records the registration of the Note and the
registration of transfers of the Note as provided in this Agreement. Subject to the restriction set
forth in the fourth paragraph of this Section, the transfer of the Note may be registered only upon
the books kept for the registration of the Note and registration of transfer thereof upon surrender
thereof to the City together with an assignment duly executed by the Bank or its attorney or legal
representative in the form of the assignment set forth on the form of the Note attached as Exhibit
A to this Agreement; provided, however, that the Note may be transferred only in whole and not
in part. In the case of any such registration of transfer, the City shall execute and deliver in
exchange for the applicable Note a new Note registered in the name of the transferee. In all
cases in which the Note shall be transferred hereunder, the City shall execute and deliver at the
earliest practicable time a new Note in accordance with the provisions of this Agreement. The
City may make a charge for every such registration of transfer of the Note sufficient to reimburse
it for any tax or other governmental charges imposed by governmental bodies other than the City
required to be paid with respect to such registration of transfer, but no other charge shall be made
for registering the transfer hereinabove granted. The Note shall be issued in fully registered form
and shall be payable in any coin or currency of the United States.
The registration of transfer of the Note on the registration books of the City shall be
deemed to affect a transfer of the rights and obligations of the Bank under this Agreement to the
transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and
shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and
the transferor shall execute and record such instruments and take such other actions as the City
and such transferee may reasonably request in order to confirm that such transferee has
succeeded to the capacity of Bank under this Agreement and the Note.
In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new
Note of like date and denomination as that mutilated, lost, stolen or destroyed; provided that, in
the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in
the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence
of such loss, theft or destruction together with an indemnity satisfactory to it.
Section 3.05 Ownership of the Note. The person in whose name the Note is registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or
on account of such Note shall be made only to the registered owner thereof or such owner's legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon the Note, and interest thereon, to the extent of the sum or sums so paid.
The registered owner of the Note is hereby granted power to transfer absolute title thereof
by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice
of prior defenses or equities or claims of ownership enforceable against such owner's assignor or
any person in the chain of title and before the maturity of such Note; provided, however, that the
Note may be transferred only in whole and not in part and provided further, that no transfer shall
be permitted absent the City's (and the Bank's) receipt of a letter in form and substance similar to
the one delivered by the Bank pursuant to Section 218.385, Florida Statutes from such proposed
transferee. Every prior registered owner of the Note shall be deemed to have waived and
renounced all of such owner's equities or rights therein in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights
represented thereby.
Section 3.06 Use of Proceeds of Note Permitted Under Applicable Law. The City
represents, warrants and covenants that the proceeds of the Note will be used solely to finance
and/or refinance the Project and will be spent in accordance with the terms and provisions
contained in the Tax Certificate executed by the City in connection with the delivery of the Note.
Section 3.07 Prepayment Option. The Note may be prepaid in whole, at any time,
without penalty; provided, that the City shall provide the Bank with five Business Days prior
notice of the City's election to prepay the Note. Upon prepayment in full or maturity of the Note,
notwithstanding anything herein or in the Note to the contrary, the Bank shall not be required to
surrender or cancel the Note until it has received payment in full of all amounts due hereunder
and under the Note.
11
ARTICLE IV.
COVENANTS OF THE CITY
Section 4.01 Performance of Covenants. The City covenants that it will perform
faithfully at all times its covenants, undertakings and agreements contained in the Resolution,
this Agreement and the Note. The City further covenants to keep accurate records with respect
to the use of proceeds.
Section 4.02 Payment of the Note.
(a) The City covenants that it will promptly pay the principal of and interest on the
Note at the place, on the dates and in the manner provided herein and in the Note, in accordance
with the terms thereof.
(b) The Note will be a limited obligation of the City secured solely by the Pledged
Revenues and are payable from the Pledged Revenues as provided in the Resolution and under
this Agreement. The Note will not constitute a general debt, liability or obligation of the City or
the State of Florida or any political subdivision thereof within the meaning of any constitutional
or statutory provision. Neither the faith and credit nor the taxing power of the City or of the
State of Florida or any political subdivision thereof is pledged to the payment of the principal of
or interest on the Note and the Noteholder shall never have the right to compel any exercise of
any ad valorem taxing power of the City or of the State of Florida or any political subdivision
thereof, directly or indirectly to enforce such payment, nor require the City to levy and collect
any particular amount of Pledged Revenues. The Note shall not constitute a lien upon any
property of the City except upon the Pledged Revenues.
Section 4.03 Pledged Revenues. The payment of principal of and interest on the Note
shall be secured equally and ratably by a pledge of and an irrevocable lien on the Pledged
Revenues. Pursuant to the Resolution, the City has irrevocably pledged the Pledged Revenues to
the payment of principal of and interest on the Note.
Section 4.04 Tax Covenant. The City covenants that the City will not make any use of
the proceeds of the Note at any time during the respective terms of such Note which, if such use
had been reasonably expected on the date the Note were issued, would have caused such Note to
be an "arbitrage bond" within the meaning of the Code. The City will comply with the
requirements of the Code and any valid and applicable rules and regulations promulgated
thereunder necessary to ensure the exclusion of interest on the Note from the gross income of the
holders thereof for purposes of federal income taxation.
Section 4.05 Financial Covenant. The City covenants that it shall not issue additional
obligations secured by the Pledged Revenues unless the aggregate amount of the Pledged
Revenues received during any twelve (12) consecutive months designated by the City within
twenty four (24) months immediately preceding the date of delivery of such additional
obligations equals at least 1.35 times the maximum annual debt service on debt secured or
payable from Pledged Revenues, including debt service on the proposed additional obligations to
be issued.
Section 4.06 Budget and Other Financial Information. During the term of this
agreement, the City shall:
(a) Within two hundred and seventy (270) days following the end of each Fiscal Year
of the City, provide the Bank with a copy of the City's audited financial statements for the
preceding Fiscal Year; and
(b) Provide the Bank with a copy of its resolution adopting its annual budget within
sixty (60) days of the adoption of the same, a completed budget book upon the completion of the
same, and such other financial information regarding the City as the Bank may reasonably
request.
(c) Pay the reasonable costs and fees of the Bank, including without limitation,
attorneys' fees, in connection with the issuance and purchase of the Note by the Bank.
(d) Take all reasonable legal action within its control in order to maintain its
existence until all amounts due and owing from the City to the Bank under this Agreement and
the Note have been paid in full.
(e) Maintain all books and records and agrees that any and all records of the City
with respect to the Note shall be open to inspection by the Bank or its representatives at
reasonable times at the offices of the City, including financial statements, reports, accountant's
letters, budgets, officers' certificates and any other information reasonably requested by the
Bank.
(f) Promptly inform the Bank in writing of any material events, actual or potential
contingent liabilities or defaults or pending or threatened litigation of any amount that could
reasonably be expected to have a material and adverse effect upon the financial condition of the
City or upon the ability of the City to perform its obligations hereunder or under the Note.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01 Events of Default. Each of the following is hereby declared an "Event of
Default:"
(a) payment of the principal of and interest on the Note is not made when the same
shall become due and payable; or
(b) the City shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Note or in this Agreement and
such default shall continue for thirty (30) days after written notice shall have been received by
the City from the Bank specifying such default and requiring the same to be remedied; provided,
however, that if, in the reasonable judgment of the Bank, the City shall proceed to take such
7
curative action which, if begun and prosecuted with due diligence, cannot be completed within a
period of thirty (30) days, then such period shall be increased to such extent as shall be necessary
to enable the City to diligently complete such curative action; or
(c) the filing of a petition by or against the City relating to bankruptcy,
reorganization, arrangement or readjustment of debt of the City or for any other relief relating to
the City under the United States Bankruptcy Code, as amended, or any other insolvency act or
law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the City,
where such event continues for at least 120 days undismissed or undischarged.
Section 5.02 Exercise of Remedies. Upon the occurrence and during the continuance
of an Event of Default, the Bank may, by a notice in writing to the City, the Bank may proceed
to protect and enforce its rights under the laws of the State of Florida or under this Agreement by
such suits, actions or special proceedings in equity or at law, or by proceedings in the office of
any board or officer having jurisdiction, either for the specific performance of any covenant or
agreement contained herein or in aid or execution of any power herein granted or for the
enforcement of any proper legal or equitable remedy, as the Bank shall deem most effective to
protect and enforce such rights. Without limiting the generality of the foregoing, the Bank shall
have the right to bring a mandamus action to require the City to perform its obligations under
Article IV of this Agreement.
In the enforcement of any remedy under this Agreement, to the extent permitted by law,
the Bank shall be entitled to sue for, enforce payment of and receive any and all amounts then or
during any default becoming, and at any time remaining, due from the City for principal, interest
or otherwise under any of the provisions of this Agreement or of the Note then unpaid, together
with any and all costs and expenses of collection and of all proceedings hereunder and under the
Note (including, without limitation, reasonable legal fees in all proceedings, including
administrative, appellate and bankruptcy proceedings), without prejudice to any other right or
remedy of the Bank, and to recover and enforce any judgment or decree against the City, but
solely as provided herein and in the Note, for any portion of such amounts remaining unpaid and
interest, costs, and expenses as above provided, and to collect in any manner provided by law,
the monies adjudged or decreed to be payable.
Notwithstanding anything contained herein to the contrary, upon the occurrence of an
Event of Default, the maturity of, or the principal and interest payments due on, the Note shall
not be subject to acceleration.
Section 5.03 Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Bank is intended to be exclusive of any other remedy or remedies herein provided, and
each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder.
Section 5.04 Waivers, Etc. No delay or omission of the Bank to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default or any acquiescence therein; and every power and remedy given by
this Agreement to the Bank may be exercised from time to time and as often as may be deemed
expedient.
10
The Bank may waive any default which in its opinion shall have been remedied before
the entry of final judgment or decree in any suit, action or proceeding instituted by it under the
provisions of this Agreement or before the completion of the enforcement of any other remedy
under this Agreement, but no such waiver shall be effective unless in writing and no such waiver
shall extend to or affect any other existing or any subsequent default or defaults or impair any
rights or remedies consequent thereon.
Section 5.05 Waiver of Jury Trial. THE PARTIES IRREVOCABLY AND
VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY DISPUTE HEREUNDER.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section 6.01 Covenants of City, Etc.; Successors. All of the covenants, stipulations,
obligations and agreements contained in this Agreement shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations and agreements shall be binding upon the
successor or successors thereof from time to time, and upon any officer, board, commission,
authority, agency or instrumentality to whom or to which any power or duty affecting such
covenants, stipulations, obligations and agreements shall be transferred by or in accordance with
law.
Section 6.02 Term of Agreement. This Agreement shall be in full force and effect
from the date hereof until the Note and all other sums payable to the Bank hereunder have been
paid in full and shall survive the termination of this Agreement in relation to those provisions
that deal with retroactive cost increases for the Bank in relation to the tax-exempt status of the
Note.
Section 6.03 Notice of Changes in Fact. Promptly after the City becomes aware of the
same, to the extent such materially and substantially impairs the City's ability to honor its
obligations under this Agreement or the Note, the City will notify the Bank of (a) any changes in
any material fact or circumstance represented or warranted by the City in this Agreement or in
connection with the issuance of the Note, and (b) any default under this Agreement, specifying in
each case the nature thereof and what action the City has taken, is taking and/or proposes to take
with respect thereto.
Section 6.04 Amendments and Supplements. This Agreement may be amended or
supplemented from time to time only by a writing duly executed by each of the City and the
Bank.
Section 6.05 Notices. Any notice, demand, direction, request or other instrument
authorized or required by this Agreement to be given to or filed with the City or the Bank, shall
be deemed to have been sufficiently given or filed for all purposes of this Agreement if and
when sent by certified mail, return receipt requested:
11
As to the City: City of Edgewater, Florida
Attention: Finance Director
104 N. Riverside Drive
Edgewater, Florida 32132
As to Bank:
With Copy to: _
Either party may, by notice sent to the other, designate a different or additional address to
which notices under this Agreement are to be sent.
Section 6.06 Benefits Exclusive. Except as herein otherwise provided, nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer upon any person,
firm or corporation, other than the City and the Bank, any right, remedy or claim, legal or
equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all
its provisions being intended to be and being for the sole and exclusive benefit of the City and
the Bank.
Section 6.07 Severability. In case any one or more of the provisions of this
Agreement, any amendment or supplement hereto or of the Note shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Agreement, any amendment or supplement hereto or the Note, but this Agreement, any
amendment or supplement hereto and the Note shall be construed and enforced at the time as if
such illegal or invalid provisions had not been contained therein, nor shall such illegality or
invalidity or any application thereof affect any legal and valid application thereof from time to
time. In case any covenant, stipulation, obligation or agreement contained in the Note or in this
Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation,
obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement
of the City to the full extent from time to time permitted by law.
Section 6.08 Payments Due on Saturdays, Sundays and Holidays. In any case where
the date of maturity of interest on or principal of the Note or the date fixed for prepayment of the
Note shall be a day which is not a Business Day, then payment of such interest or principal shall
be made on the next succeeding day which is a Business Day; provided that interest on any such
principal amount shall accrue until payment is received by the Bank.
Section 6.09 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of
this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 6.10 Applicable Law. This Agreement and any other documents related
thereto shall be governed exclusively by and construed in accordance with the applicable laws of
the State of Florida.
12
Section 6.11 No Personal Liability. Notwithstanding anything to the contrary
contained herein or in the Note, or in any other instrument or document executed by or on behalf
of the City in connection herewith, no stipulation, covenant, agreement or obligation of any
present or future member of the City Council, officer, attorney, employee or agent of the City,
officer, employee or agent of a successor to the City, in any such person's individual capacity,
and no such person, in his or her individual capacity, shall be liable personally for any breach or
non -observance of or for any failure to perform, fulfill or comply with any such stipulations,
covenants, agreements, liability, debt, judgment or obligations, nor shall any recourse be had for
the payment of the principal of or interest on any Note or for any claim based thereon or on any
such stipulation, covenant, agreement, liability, debt, judgment or obligation, against any such
person, in his or her individual capacity, either directly or through the City or any successor to
the City, under any rule or law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise and all such liability of any such person, in his or her
individual capacity, is hereby expressly waived and released.
Section 6.12 Incorporation by Reference. All of the terms and obligations of the
Resolution and the Exhibits hereto are hereby incorporated herein by reference as if all of the
foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this
Agreement are hereby incorporated herein by reference.
13
[Signature Page to the Loan Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
[SEAL]
CITY OF EDGEWATER, FLORIDA
Michael Ignasiak, Mayor
ATTEST:
By:
Robin L. Matusick, City Clerk/Paralegal
S-1
[Signature Page to Loan Agreement]
BRANCH BANKING AND TRUST COMPANY
Name:
Title:
S-2
EXHIBIT A
FORM OF NOTE
CITY OF EDGEWATER, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE,
SERIES 2017
Principal Sum Maturity
Date of Issuance
$2,000,000 June 1, 2032 June 19, 2017
KNOW ALL MEN BY THESE PRESENTS that the CITY OF EDGEWATER,
FLORIDA (the "City"), for value received, hereby promises to pay to the order of Branch
Banking and Trust Company, a North Carolina state banking corporation, or its assigns (the
"Holder"), at _, or at such other place as the Holder may from time to time designate in
writing (the "Payment Office of the Bank"), the Principal Sum stated above pursuant to that
certain Loan Agreement by and between the Holder and the City, dated as of June 19, 2017 (the
"Agreement"), together with interest thereon as hereinafter provided until the Maturity Date
(hereinabove defined) or the date the principal amount of this Note is paid in the manner
hereinafter set forth in any coin or currency of the United States of America which, at the time of
payment, is legal tender for the payment of public and private debts, which payments shall be
made to the Holder hereof by direct debit or otherwise as the City and the Holder may agree.
Capitalized terms used in this Note and not otherwise defined shall have the meanings given to
them in the Agreement.
This Note shall bear interest at a fixed rate equal to 2.47% per annum (the "Note Rate"),
which shall be calculated on the basis of a 360 day year, consisting of twelve (12) thirty (30) day
months, subject to adjustment as provided herein.
The Holder shall provide to the City such documentation to evidence any adjustment to
the Note Rate and the calculations made in connection with any such adjustment. Upon the
occurrence of any Determination of Taxability, (as defined in the Agreement), this Note shall
bear interest from the date when such Determination of Taxability is deemed to have occurred at
the Taxable Rate (as defined in the Agreement). The Note Rate may also be adjusted as set forth
herein and in the Agreement.
Interest shall be paid semiannually during the term of this Note on each June 1, and
December 1, commencing December 1, 2017. Principal shall be paid annually on each June 1,
commencing June 1, 2018. On June 1, 2032, the entire unpaid principal and interest described
herein shall be due and payable. The amortization schedule for payments of principal of and
interest in the Note is set forth in Schedule I attached hereto, and by reference herein, such
Schedule I shall be incorporated by reference into the body of this Note.
In the event a Determination of Taxability occurs, the rate of interest on this Note shall be
increased to the Taxable Rate. In addition, the City agrees to pay to the Holder subject to such
Determination of Taxability the Additional Amount upon demand. "Additional Amount" means
A-1
(i) the difference between (a) interest on this Note for the period commencing on the date on
which the interest on the Note ceased to be excludable from gross income for federal income tax
purposes and ending on the earlier of the date this Note ceased to be outstanding or such
adjustment is no longer applicable to this Note (the "Taxable Period") at a rate per annum equal
to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable
Period under the provisions of this Note without considering the Determination of Taxability,
plus (ii) any penalties and interest paid or payable by such Holder to the Internal Revenue
Service by reason of such Determination of Taxability.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement), the City
shall be obligated to pay as part of the indebtedness evidenced by this Note, all costs of
collection and enforcement hereof, including such fees as may be incurred on appeal or incurred
in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically
but without limitation, claims, disputes and proceedings seeking adequate protection or relief
from the automatic stay.
Any amount payable to the Holder hereunder which is not paid on or before the close of
business on the fifth day following the day that such payment is due shall bear interest at the
"Default Rate". For purposes of this Note, the term "Default Rate" shall mean the Note Rate
plus 2%.
Anything provided herein or in this Note to the contrary notwithstanding, in no event
shall this Note bear interest in excess of the Maximum Rate. In the event the Note Rate exceeds
the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of
the reduction of the Note Rate to a rate less than the Maximum Rate until such time as interest
shall accrue on this Note in an amount (the "Excess Interest") that would have accrued thereon
had the Note Rate not been limited by the Maximum Rate. Upon the Maturity Date, in
consideration for the limitation of the rate of interest otherwise payable on this Note, the City
shall pay to the Holder a fee equal to the amount of all unpaid deferred Excess Interest remaining
unpaid as of the Maturity Date. "Maximum Rate" means the maximum rate of interest permitted
for non -rated governmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be
amended from time to time.
The Note may be prepaid in whole, at any time, without penalty; provided, that the City
shall provide the Bank with five Business Days prior notice of the City's election to prepay the
Note. Upon prepayment in full or maturity of the Note, notwithstanding anything herein or in the
Agreement to the contrary, the Holder shall not be required to surrender or cancel the Note until
it has received payment in full of all amounts due hereunder and under the Agreement.
All payments made by the City hereon shall apply first to accrued interest, then to other
charges due the Holder, and the balance thereof shall apply to the principal amount then due on
this Note.
This Note is authorized to be issued in the outstanding aggregate principal amount equal
to the Principal Sum under the authority of and in full compliance with the Constitution and
statutes of the State of Florida, including, particularly, Article VII, Chapter 166, Part II, Florida
Statutes, as amended and supplemented, and other applicable provisions of law, the City's
A-2
Resolution No. 2017 -R -_W adopted on June 15, 2017 (the "Resolution"), and is subject to all
terms and conditions of said Resolution and the Agreement. Any term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Resolution or the
Agreement, as the case may be.
The principal of and interest on this Note do not constitute a general obligation or
indebtedness of the City, and the Holder shall never have the right to require or compel the levy
of taxes on any property of or in the City for the payment of the principal of and interest on or
for any other matter under or relating to this Note. The principal of and interest on this Note are
not secured by a lien upon any property of or in the City, but are secured solely by the Pledged
Revenues in the manner provided herein and in the Agreement. Reference is made to the
Agreement for the provisions relating to the security for payment of this Note and the duties and
obligations of the City hereunder.
The City has designated this Note as a "qualified tax-exempt obligation" pursuant to
Section 265(b)(3) of the Code.
The City hereby waives presentment, demand, protest and notice of dishonor. This Note
is governed and controlled by the Agreement and reference is hereby made thereto regarding
interest rate adjustments, acceleration, and other matters.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-3
IN WITNESS WHEREOF, the City Council of the City of Edgewater, Florida has caused
this Note to be executed in its name by the manual signature of its Mayor and attested by the
manual signature of its City Clerk, and its seal to be impressed hereon, and this Note to be dated
the Date of Issuance set forth above.
CITY OF EDGEWATER, FLORIDA
[SEAL]
Michael Ignasiak, Mayor
ATTEST:
Robin L. Matusick, City Clerk/Paralegal
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name, address and tax identification number of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
(Name of Attorney)
to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises.
Name of Noteholder:
By:
Schedule I*
BOND DEBT SERVICE
City of Edgewater, Florida
Capital Improvement Revenue Mote, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
------------------------------
Preliminary / Subject to Change
Period
Ending
Principal
Coupon
Interest
Debt Service
Annual
Debt Service
12101/2017
22,Z30.00
22,230.00
06101/ZO18
107,000
2.470%
24,700.00
131,700.00
153,930.00
1Z/01/Z018
23,378.55
23,378.55
06101/2D19
115,000
2.470%
23,378.55
138,378.55
161,757.10
1ZJ01/Z019
21,958.30
21,958.30
06101/Z020
118,000
2.470%
21,958.30
139,958.30
161,916.60
1Z/01/ZD20
20,501.00
20,501.00
06101/ZD21
121,000
2.470%
20,501.00
141,501.00
162,002.00
12101/2021
19,006.65
19,006.65
06101/ZD22
123,000
2.470%
19,006.65
142,006.65
161,013.30
1ZJ01/Z02Z
17,487.60
17,487.60
06101/2023
127,000
2.470%
17,487.60
144,487.60
161,975.20
1Z101/Z023
15,919.15
15,919.15
06101/Z024
130,000
2.470%
15,919.15
145,919.15
161,838.30
12101/2024
14,313.65
14,313.65
06/01/Z025
133,000
2.470%
14,313.65
147,313.65
161,627.30
12101/2025
12,671.10
12,671.10
06101/2026
136,000
2.470%
12,671.10
148,671.10
161,342.20
1Z/01/Z026
10,991.50
10,991.50
06101/2027
139,000
2.470%
10,991.50
149,991.50
160,983.00
1Z101/Z027
9,274.85
9,274.85
06/01/2028
143,000
2.470%
9,274.85
152,274.85
161,549.70
1ZJ01/Z028
7,508.80
7,508.80
06101/ZD29
146,000
2.470%
7,508.80
153,508.80
161,017.60
1Z101/Z029
5,705.70
5,705.70
06101/Z030
150,000
2.470%
5,705.70
155,705.70
161,411.40
12101/2030
3,853.20
3,853.ZD
06101/ZD31
154,000
2.470%
3,853.20
157,853.20
161,706.40
12101/2031
1,951.30
1,951.30
06/01/Z03Z
158,000
2.470%
1,951.30
159,951.30
161,902.60
2,000,000
415,972.70
2,415,972.70
2,415,972.70
*Preliminary, subject to change.
A-5
FirsllSouthwest
A C ,mmrr ed Wlln.i.4 —. —
TABLE OF CONTENTS
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
Preliminary / Subject to Change
Report
Page
Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FUSALESTAX-BBT)
First:Southwest
A C ,mmrr ed Wlln.i.4 —. —
SOURCES AND USES OF FUNDS
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
Preliminary / Subject to Change
Dated Date 06/19/2017
Delivery Date 06/19/2017
Sources:
Bond Proceeds:
Par Amount 2,000,000.00
2,000,000.00
Uses:
Project Fund Deposits:
Project Fund 2,000,000.00
2,000,000.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FUSALESTAX-BBT) Page 1
FirsllSouthwest
A C ,mmrr ed Wlln.i. 4.-. —
BOND SUMMARY STATISTICS
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
Average Average
-----------------------------------------
Preliminary / Subject to Change
Dated Date
06/19/2017
Delivery Date
06/19/2017
First Coupon
12/01/2017
Last Maturity
06/01/2032
Arbitrage Yield
2.470092%
True Interest Cost (TIC)
2.470092%
Net Interest Cost (NIC)
2.470000%
All -In TIC
2.470092%
Average Coupon
2.470000%
Average Life (years)
8.421
Weighted Average Maturity (years)
8.421
Duration of Issue (years)
7.467
Par Amount
2,000,000.00
Bond Proceeds
2,000,000.00
Totallnterest
415,972.70
Net Interest
415,972.70
Total Debt Service
2,415,972.70
Maximum Annual Debt Service
162,002.00
Average Annual Debt Service
161,603.53
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 2
Average
Arbitrage
Par
Average Average
Maturity
PV of 1 by
Bond Component Value
Price Coupon Life
Date
change
Term Loan 2,000,000.00
100.000 2.470% 8.421
11/19/2025
2,480.00
2, 000, 000.00
8.421
2,480.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 2
All -In
Arbitrage
TIC
TIC
Yield
Par Value
2,000,000.00
2,000,000.00
2,000,000.00
+ Accrued Interest
+Premium (Discount)
Underwriter's Discount
Cost of Issuance Expense
Other Amounts
Target Value
2,000,000.00
2,000,000.00
2,000,000.00
Target Date
06/19/2017
06/19/2017
06/19/2017
Yield
2.470092%
2.470092%
2.470092%
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 2
First:Southwest
A C ,mmrr ed Wlln.i.4 -. -
BOND PRICING
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
-----------------------------------------
Preliminary / Subject to Change
Maturity
Bond Component Date Amount Rate Yield Price
Term Loan:
06/01/2018
107,000
2.470%
2.470%
100.000
06/01/2019
115,000
2.470%
2.470%
100.000
06/01/2020
118,000
2.470%
2.470%
100.000
06/01/2021
121,000
2.470%
2.470%
100.000
06/01/2022
123,000
2.470%
2.470%
100.000
06/01/2023
127,000
2.470%
2.470%
100.000
06/01/2024
130,000
2.470%
2.470%
100.000
06/01/2025
133,000
2.470%
2.470%
100.000
06/01/2026
136,000
2.470%
2.470%
100.000
06/01/2027
139,000
2.470%
2.470%
100.000
06/01/2028
143,000
2.470%
2.470%
100.000
06/01/2029
146,000
2.470%
2.470%
100.000
06/01/2030
150,000
2.470%
2.470%
100.000
06/01/2031
154,000
2.470%
2.470%
100.000
06/01/2032
158,000
2.470%
2.470%
100.000
Dated Date
Delivery Date
First Coupon
Par Amount
Original Issue Discount
Production
Underwriter's Discount
Purchase Price
Accrued Interest
Net Proceeds
2,000,000
06/19/2017
06/19/2017
12/01/2017
2,000,000.00
2,000,000.00 100.000000%
2,000,000.00 100.000000%
2,000,000.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FUSALESTAX-BBT) Page 3
First:Southwest
A C ,mmrr ed Wlln.i.4 —. —
Period
Ending
BOND DEBT SERVICE
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
-----------------------------------------
Preliminary / Subject to Change
Principal Coupon Interest Debt Service
Annual
Debt Service
12/01/2017
22,230.00
22,230.00
06/01/2018
107,000
2.470%
24,700.00
131,700.00
153,930.00
12/01/2018
23,378.55
23,378.55
06/01/2019
115,000
2.470%
23,378.55
138,378.55
161,757.10
12/01/2019
21,958.30
21,958.30
06/01/2020
118,000
2.470%
21,958.30
139,958.30
161,916.60
12/01/2020
20,501.00
20,501.00
06/01/2021
121,000
2.470%
20,501.00
141,501.00
162,002.00
12/01/2021
19,006.65
19,006.65
06/01/2022
123,000
2.470%
19,006.65
142,006.65
161,013.30
12/01/2022
17,487.60
17,487.60
06/01/2023
127,000
2.470%
17,487.60
144,487.60
161,975.20
12/01/2023
15,919.15
15,919.15
06/01/2024
130,000
2.470%
15,919.15
145,919.15
161,838.30
12/01/2024
14,313.65
14,313.65
06/01/2025
133,000
2.470%
14,313.65
147,313.65
161,627.30
12/01/2025
12,671.10
12,671.10
06/01/2026
136,000
2.470%
12,671.10
148,671.10
161,342.20
12/01/2026
10,991.50
10,991.50
06/01/2027
139,000
2.470%
10,991.50
149,991.50
160,983.00
12/01/2027
9,274.85
9,274.85
06/01/2028
143,000
2.470%
9,274.85
152,274.85
161,549.70
12/01/2028
7,508.80
7,508.80
06/01/2029
146,000
2.470%
7,508.80
153,508.80
161,017.60
12/01/2029
5,705.70
5,705.70
06/01/2030
150,000
2.470%
5,705.70
155,705.70
161,411.40
12/01/2030
3,853.20
3,853.20
06/01/2031
154,000
2.470%
3,853.20
157,853.20
161,706.40
12/01/2031
1,951.30
1,951.30
06/01/2032
158,000
2.470%
1,951.30
159,951.30
161,902.60
2,000,000
415,972.70
2,415,972.70
2,415,972.70
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 4
First:Southwest
A C ,mmrr ed Wlln.i.4 —. —
BOND DEBT SERVICE
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
-----------------------------------------
Preliminary / Subject to Change
Period
Ending
Principal
Coupon
Interest
Debt Service
06/01/2018
107,000
2.470%
46,930.00
153,930.00
06/01/2019
115,000
2.470%
46,757.10
161,757.10
06/01/2020
118,000
2.470%
43,916.60
161,916.60
06/01/2021
121,000
2.470%
41,002.00
162,002.00
06/01/2022
123,000
2.470%
38,013.30
161,013.30
06/01/2023
127,000
2.470%
34,975.20
161,975.20
06/01/2024
130,000
2.470%
31,838.30
161,838.30
06/01/2025
133,000
2.470%
28,627.30
161,627.30
06/01/2026
136,000
2.470%
25,342.20
161,342.20
06/01/2027
139,000
2.470%
21,983.00
160,983.00
06/01/2028
143,000
2.470%
18,549.70
161,549.70
06/01/2029
146,000
2.470%
15,017.60
161,017.60
06/01/2030
150,000
2.470%
11,411.40
161,411.40
06/01/2031
154,000
2.470%
7,706.40
161,706.40
06/01/2032
158,000
2.470%
3,902.60
161,902.60
2,000,000
415,972.70
2,415,972.70
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 5
First:Southwest
A C ,mmrr ed Wlln.i.4 —. —
FORM 8038 STATISTICS
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
Preliminary / Subject to Change
Dated Date 06/19/2017
Delivery Date 06/19/2017
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Term Loan:
06/01/2018
107,000.00
2.470%
100.000
107,000.00
107,000.00
06/01/2019
115,000.00
2.470%
100.000
115,000.00
115,000.00
06/01/2020
118,000.00
2.470%
100.000
118,000.00
118,000.00
06/01/2021
121,000.00
2.470%
100.000
121,000.00
121,000.00
06/01/2022
123,000.00
2.470%
100.000
123,000.00
123,000.00
06/01/2023
127,000.00
2.470%
100.000
127,000.00
127,000.00
06/01/2024
130,000.00
2.470%
100.000
130,000.00
130,000.00
06/01/2025
133,000.00
2.470%
100.000
133,000.00
133,000.00
06/01/2026
136,000.00
2.470%
100.000
136,000.00
136,000.00
06/01/2027
139,000.00
2.470%
100.000
139,000.00
139,000.00
06/01/2028
143,000.00
2.470%
100.000
143,000.00
143,000.00
06/01/2029
146,000.00
2.470%
100.000
146,000.00
146,000.00
06/01/2030
150,000.00
2.470%
100.000
150,000.00
150,000.00
06/01/2031
154,000.00
2.470%
100.000
154,000.00
154,000.00
06/01/2032
158,000.00
2.470%
100.000
158,000.00
158,000.00
2,000,000.00 2,000,000.00 2,000,000.00
Proceeds used for accrued interest
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
0.00
0.00
0.00
0.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 6
Stated
Weighted
Maturity Interest Issue
Redemption
Average
Date Rate Price
at Maturity
Maturity Yield
Final Maturity 06/01/2032 2.470% 158,000.00
158,000.00
Entire Issue 2,000,000.00
2,000,000.00
8.4205 2.4701%
Proceeds used for accrued interest
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
0.00
0.00
0.00
0.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 6
First:Southwest
A C ,mmrr ed Wlln.i.4 —. —
PROOF OF ARBITRAGE YIELD
City of Edgewater, Florida
Capital Improvement Revenue Note, Series 2017
BB&T Bank Rate of 2.47%
15 Year Amortization
Preliminary / Subject to Change
Present Value
to 06/19/2017
Date Debt Service @ 2.4700916156%
12/01/2017
22,230.00
21,985.77
06/01/2018
131, 700.00
128, 664.01
12/01/2018
23,378.55
22,560.98
06/01/2019
138,378.55
131,910.18
12/01/2019
21,958.30
20,676.52
06/01/2020
139,958.30
130,180.65
12/01/2020
20,501.00
18,836.14
06/01/2021
141, 501.00
128,423.80
12/01/2021
19,006.65
17,039.65
06/01/2022
142,006.65
125, 757.22
12/01/2022
17,487.60
15,297.61
06/01/2023
144,487.60
124,851.30
12/01/2023
15,919.15
13,587.87
06/01/2024
145,919.15
123,030.56
12/01/2024
14,313.65
11,921.21
06/01/2025
147,313.65
121,194.23
12/01/2025
12,671.10
10,297.28
06/01/2026
148, 671.10
119, 344.86
12/01/2026
10,991.50
8,715.72
06/01/2027
149,991.50
117,484.90
12/01/2027
9,274.85
7,176.15
06/01/2028
152, 274.85
116, 380.93
12/01/2028
7,508.80
5,668.83
06/01/2029
153, 508.80
114,478.82
12/01/2029
5,705.70
4,203.10
06/01/2030
155,705.70
113,301.23
12/01/2030
3,853.20
2,769.62
06/01/2031
157,853.20
112,078.35
12/01/2031
1,951.30
1,368.55
06/01/2032
159,951.30
110,813.93
2,415,972.70
2,000,000.00
Proceeds Summary
Delivery date
Par Value
Target for yield calculation
06/19/2017
2,000,000.00
2,000,000.00
Jun 6, 2017 1:16 pm Prepared by Hilltop Securities Inc. (acs) (Finance 7.017 Edgewater, FL:SALESTAX-BBT) Page 7