89-R-54g9-x sy
A RESOLI AUTHORIZING THE ACQ .ON AND
CONSTRUC1iuki OF EXTENSIONS AND IMPROVEiti .TS TO THE
WATER AND SEWER SYSTEM OF THE CITY OF EDGEWATER,
FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT EXCEED-
ING $6,000,000 WATER AND SEWER REVENUE BONDS, SERIES
1989, TO FINANCE THE COST OF SUCH PROJECT; PROVIDING
FOR THE PAYMENT THEREOF; PROVIDING FOR THE RIGHTS
OF THE HOLDERS OF THE BONDS; MAKING CERTAIN OTHER
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
AUTHORIZING THE ISSUANCE OF AND AWARDING $4,700,000
WATER AND SEWER REVENUE BOND ANTICIPATION NOTES,
SERIES 1999; DESIGNATING THE !,COTES AS A QUALIFIED TAX-
EXEMPT OBLIGATION; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA (the "Issuer"Y
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to the provisions of Chapter 166, Part 11, 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:
01989 Bonds" shall mean the Water and Sewer Revenue Bonds, Series 1989,
herein authorized to be issued.
"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 1989 Bonds.
"Amortization Installment", with respect to any Term Bonds of a series, shall
mean an amount or amounts so designated which is or are established for the Term Bonds
of such series, provided that the aggregate principal amount of such installments for each
maturity of Term Bonds of such series shall equal the aggregate principal amount of each
maturity of Term Bonds of such series delivered on original issuance.
"Annual Debt 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 proceeds;
(2) The amount required to pay the principal of Serial Bonds of such
series maturing in such period; and
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Rev.07/17/89
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(3) The Amortization Installment for the Term Bonds of such series for
such period. In computing the Annual Debt Service Requirement for any period for Bonds
I
of any series, the Issuer shall assume that an amount of the Term Bonds of such series
equal to the Amortization Installment for the Term Bonds of such series for such period
will be retired by purchase or redemption in such period or that payment of such amount
of Term Bonds at maturity will be fully provided for in such period. When determining the
amount of principal of and interest on the Bonds which mature in any year, for purposes of
this Resolution or the issuance of any Additional Parity Bonds, the stated maturity date of
Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to
Term Bonds in such year shall be deemed to mature in such year. In the event the Issuer
has purchased or entered into an agreement to purchase Federal Securities from moneys
in the Bond Amortization Account, then the income received or to be received on such
Federal Securities from the date of acquisition thereof to the date of maturity or earlier
redemption thereof shall be taken into consideration in calculating the payments which
will be required to be made into the Sinking Fund.
"Authorized Investments" shall mean any of the following if and to the extent
the same are at the time legal for investment of municipal funds:
(1) Direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America, including
obligations issued or held in book entry form on the books of the Department of the
Treasury of the United States;
(2) Bonds, debentures, notes, participation certificates or other evi-
dances of indebtedness issued, or the principal of and interest on which are uncondition-
ally 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;
(3) 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;
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' (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;
(5) Bank time deposits evidenced by certificates of deposit, and
bankers' acceptances, issued by any bank, savings and loan association, trust company or
national banking association insured by the Federal Deposit Insurance Corporation, or the
Federal Savings and Loan Insurance Corporation; provided, that such deposits are 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 IV, Chapter 218, Florida Statutes (1988).
"Bond Year" shall mean the annual period ending on a principal maturity date.
"Bonds" shall mean the 1989 Bonds and all Additional Parity Bonds hereafter
issued by the Issuer.
"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 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.
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"Cost of Opc:..Ion and Maintenance" of the SystL.. shall mean the current
expenses, paid or accrued, of operation, maintenance and repair of the System, but shall
not include any reserves or renewals and replacements, extraordinary repairs or any
allowance for depreciation.
"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" or "Revenues" shall mean all income or earnings derived by
the Issuer from the operation of the System, including impact fees to the extent legally
available for payment of principal of and interest on the Bonds or Notes.
"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 1, 1988.
"Issuer" shall mean the City of Edgewater, Florida.
"Maximum Annual Debt Service Requirement" for any series of Bonds shall
mean, as of any particular date of calculation, the Annual Debt Service Requirement as
contemplated for the then current or any future Bond Year in which such sum is the
greatest.
"Net Revenues" of the System shall mean the Revenues or Gross Revenues, as
defined in this Section, after deduction of the Cost of Operation and Maintenance, as
defined above.
"Notes" shall mean the Water and Sewer Revenue Bond Anticipation Notes,
Series 1989, herein authorized.
"Pledged Funds" shall mean the Net Revenues of the System, as defined
herein, the income on investment of funds held under this Resolution, and, until applied as
herein provided, the proceeds of the 1989 Bonds and the Notes.
"Prior Lien Bonds" shall mean the Issuer's outstanding Waterworks and Sewer
System Refunding and Improvement Revenue Bonds, dated February 1, 1964, and the Gulf
Breeze Loan.
"Project" shall mean the acquisition and construction of extensions and
improvements to the System 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.
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"Public Servv — Tax" (formerly referred to as the _. �tblities Services Taxes")
shall mean the proceeds of a tax levied and collected by the Issuer on the purchase of
electricity, fuel oil, bottled gas (natural, liquified petroleum or manufactured), water
service and local telephone and telegraph service within the corporate limits of the Issuer,
pursuant to Section 166.231 (formerly Section 167.431), Florida Statutes (1987), and
Ordinances duly enacted by the Issuer, as the same may be amended or supplemented from
time to time.
"Reserve Requirement" shall mean the Maximum Annual Debt Service
Requirement.
"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.
"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.
that:
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared
A. The Issuer now owns, operates and maintains the System and derives
revenues from fees, rates, rentals and other charges made and collected for the products,
services and facilities of the System.
B. Pursuant to law and the official actions of the Issuer referred to in the
definitions herein, the Issuer derives revenues from the Public Service Tax, which
revenues are not now pledged or encumbered in any manner except to the payment of the
Prior Lien Bonds.
C. The Net Revenues are not now pledged or encumbered in any manner,
except for the payment of the Prior Lien Bonds now outstanding. The lien on and pledge
of the Net Revenues to secure the Bonds and Notes are junior and subordinate, as to lien
on and source and security for payment from such source, to the lien on and pledge of
such source securing the Prior Lien Bonds.
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D. It is n. ,ssary and desirable to acquire an, construct the Project in
order to preserve and protect the public health, safety, and welfare of the inhabitants of
,the Issuer.
E. The estimated cost of the Project is $6,000,000. A portion of such cost
shall be paid from the proceeds derived from the sale of the 1989 Bonds or the Notes, or
in part from each source.
F. Prior to the sale of the 1989 Bonds, the Issuer shall make a finding that
the estimated Net Revenues will be sufficient to pay all the principal of and interest on
the 1989 Bonds and the Prior Lien Bonds as the same become due, and to make all
required sinking fund, reserve and other payments required by this Resolution and the
ordinances and resolutions authorizing the Prior Lien Bonds.
G. The principal of and interest on the 1989 Bonds and Notes 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 1989 Bonds or to
make any of the required sinking fund, reserve or other payments and such Bonds shall not
constitute a lien upon any property of, or in, the Issuer. The 1989 Bonds shall not
constitute a general indebtedness of the Issuer within the meaning of any constitutional or
statutory provision.
H. It is necessary and urgent that funds be made immediately available in
order to provide money for the cost of the acquisition and construction of the Project. It
is necessary for the Issuer to issue short-term financing at this time in anticipation of the
receipt by it of the proceeds to be derived from the sale of the 1989 Bonds. Otherwise, if
the Issuer postpones and delays the 1989 Project, pending the same and delivery of such
1989 Bonds, considerable inconvenience will be suffered by the Issuer and its inhabitants.
The principal of and interest on the Notes to be issued pursuant to this Resolution will be
payable solely from and secured by a prior lien upon and pledge of the first proceeds
derived from the sale of the 1989 Bonds and, if necessary, from a lien upon and pledge of
the Pledged Funds, such pledge of and lien on the Net Revenues being junior and
subordinate to the pledge of and lien thereon securing payment of the Prior Lien Bonds.
SECTION 4. AUTHORIZATION OF PROJECT. 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,
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legal and financing expe.—s, expenses for estimates of costs�l 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 1989 Bonds or Notes attributable to the cost of the Project for a reasonable period
after the issuance of the 1989 Bonds and/or Notes; the creation and establishment of
reasonable reserves for debt service; the discount on the sale of the 1989 Bonds and/or
Notes, if applicable; repayment of interim advances and indebtedness; premiums for bond
insurance or other credit enhancement fees; and such other costs and expenses as may be
necessary or incidental to the financing herein authorized and the construction and
acquisition of the Project and the placing of same in operation.
SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the acceptance of the 1989 Bonds and Notes authorized to be issued hereunder by those
who shall hold the same from time to time, this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and such holders. 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 holders of any and all of the 1989 Bonds and Notes all
of which shall be of equal rank and without preference, priority or distinction of any of
the 1989 Bonds and Notes over any other thereof, except as expressly provided therein and
herein.
SECTIONS. AUTHORIZATION OF 1989 BONDS. Subject and pursuant to
the provisions hereof, bonds of the Issuer to be known as "Water and Sewer Revenue
Bonds, Series 198911, herein sometimes referred to as 111989 Bonds", are authorized to be
issued in the aggregate principal amount of not exceeding Six Million Dollars ($6,000,000).
SECTION 7. DESCRIPTION OF 1989 BONDS. The 1989 Bonds shall be in
such denominations; and shall be dated, shall bear interest, payable semiannually on such
date, 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 1989 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 1989 Bonds, as is fixed by subsequent
resolution of the Issuer, payable in accordance with and pursuant to the terms of the 1989
Bonds.
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Interest on the 1989 Bonds shall be paid by check or draft mailed to the
Registered 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 1989 Bonds (the "Record Date"), irrespective of any
transfer of the 1989 Bonds subsequent to such Record Date and prior to such interest
payment date, unless the Issuer shall be in default in the payment of interest due on such
interest payment date. In the event of any such default, such defaulted interest shall be
payable to the Registered Owners at the close of business on a special record date for the
payment of defaulted interest as established by notice mailed to the persons in whose
names such 1989 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
1989 Bonds shall be a Saturday, Sunday, legal holiday or a day on which the banking
institutions in the city where the principal office of the Paying Agent is located are
authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not a Saturday, Sunday or legal holiday or a day on which
such banking institutions are authorized to close, and payment on such date shall have the
same force and effect as if made on the nominal date of payment.
The 1989 Bonds may be issued or exchanged for 1989 Bonds in coupon form,
payable to hearer, 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 1989 Bonds to be
includable in gross income of the holder for federal income tax purposes.
SECTION 8. EXECUTION OF 1989 BONDS. The 1989 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 1989 Bonds. The Certificate of Authentication of the
Bond Registrar, hereinafter described, shall appear on the 1989 Bonds, and no 1989 Bonds
shall be valid or obligatory for any purpose or be entitled to any security or benefit under
this Resolution unless such certificate shall have been duly executed on such 1989 Bond.
The authorized signature for the Bond Registrar shall at all times be a manual signature.
In case any officer whose signature shall appear on any 1989 Bonds shall cease to be such
officer before the delivery of such 1989 Bonds, such signature or facsimile shall
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J
nevertheless be valid and sufficient for all purposes the same as if he had remained in
office until such delivery. Any 1989 Bond may be signed and sealed on behalf of the Issuer
by such person who at the actual time of the execution of such 1989 Bonds shall hold the
proper office with the Issuer, although at the date of delivery of such 1989 Bonds such
person may not have held such office or may not have been so authorized.
If the 1989 Bonds are validated, the validation certificate on the 1989 Bonds
shall be executed with the manual or facsimile signature of the Mayor. The Issuer may
adopt and use for such purposes the facsimile signature of any person who shall have held
such office at any time on or after the date of adoption of this Resolution,
notwithstanding that he may have ceased to be such officer at the time the 1989 Bonds
are actually delivered.
SECTION 9. NEGOTIABILITY AND REGISTRATION.
A. NEGOTIABILITY. The 1989 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 holder, in accepting any
of the 1989 Bonds shall be conclusively deemed to have agreed that such 1989 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 Bond Registrar for
the 1989 Bonds which shall be a bank or trust company located within or without the State
of Florida. The Bond Registrar shall maintain the registration books of the Issuer and be
responsible for the transfer and exchange of the 1989 Bonds. The Issuer shall, prior to the
proposed date of delivery of the 1989 Bonds, by resolution designate the bank to serve as a
Bond Registrar and Paying Agent. The Bond Registrar shall maintain the books for the
registration of the transfer and exchange of the 1989 Bonds in compliance with an
agreement to be executed between the Issuer and such bank as Bond Registrar on or prior
to the date of delivery of the 1989 Bonds. Such agreement shall set forth in detail the
duties, rights and responsibilities of the parties thereto.
The 1989 Bonds may be transferred upon the registration books, upon delivery
to the Registrar, together with written instructions as to the details for the transfer of
such 1989 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 1989 Bond shall be
effective until entered on the registration books maintained by the Registrar.
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In all cases of the transfer of the 1989 Bonds, the Registrar shall enter the
transfer of ownership on the registration books and shall authenticate and deliver in the
name of the transferee or transferees a new fully registered 1989 Bond or Bonds of
authorized denominations of the same maturity and interest rate for the aggregate
principal amount which the Registered Owner is entitled to receive at the earliest
practicable time in accordance with the provisions of this Resolution. Any 1989 Bond or
Bonds shall be exchangeable for a 1989 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 1989 Bond or Bonds presented for exchange. 1989 Bonds to be
exchanged shall he surrendered at the principal office of the Registrar, and the Registrar
shall deliver in exchange therefor the 1989 Bond or Bonds which the Bondholder making
the exchange shall be entitled to receive. The Issuer or the Registrar may charge the
Registered Owner of such 1989 Bond for every such transfer or exchange, an amount
sufficient to reimburse them for their reasonable fees and 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 1989 Bond shall be delivered.
All 1989 Bonds delivered upon transfer or exchange shall bear interest from
such date that neither gain nor loss in interest shall result from the transfer or exchange.
All 1989 Bonds presented for transfer, exchange, redemption or payment (if so
required by the Issuer), shall be 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 Registered Owner or by
his duly authorized attorney.
Section 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any 1989 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may
in its discretion issue and deliver a new 1989 Bond of like tenor as the 1989 Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated 1989
Bond, upon surrender and cancellation of such mutilated 1989 Bond or in lieu of and
substitution for the Bond destroyed, stolen or lost, and upon the holder 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 1989 Bonds so surrendered shall be cancelled by the
Registrar. If any such 1989 Bonds shall have matured or be about to mature, instead of
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issuing a substitute 1989 Bond, the Issuer may pay the same, upon being indemnified as
aforesaid, and if such 1989 Bond be lost, stolen or destroyed, without surrender thereof.
Any such duplicate 1989 Bonds issued pursuant to this section shall constitute
original, additional contractual obligations whether or not the lost, stolen or destroyed
1989 Bonds be at any time found by anyone, and such duplicate 1989 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
1989 Bonds issued hereunder.
SECTION 11. PROVISIONS FOR REDEMPTION. The 1989 Bonds of each
installment shall be subject to mandatory redemption by operation of the Bond Amortiza-
tion Account or at the option of the Issuer, as provided by subsequent resolution of the
Issuer adopted at or prior to the sale of the 1989 Bonds.
Notice of redemption of 1989 Bonds to be redeemed shall be given not less
than thirty days prior to the redemption date by first class mail (postage prepaid) to banks
or trust companies serving as paying agents and to owners of fully registered bonds and, if
any Bonds are not fully registered, by publication at least once not less than thirty days
prior to such redemption date in a financial newspaper or journal of general circulation
published in the City of New York, New York. Upon giving of such notice and the deposit
with the paying agent of sufficient funds to pay the principal of the 1989 Bonds to be
redeemed, plus interest accrued to the redemption date, plus any applicable redemption
premium, interest on the 1989 Bonds so redeemed shall cease to accrue after the date
fixed for redemption.
SECTION 12. FORM OF 1989 BONDS. The 1989 Bonds, the Certificate of
Authentication, and the certificate of validation 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 1989 Bonds:
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(Form of Bond)
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER
WATER AND SEWED REVENUE BOND, SERIES 1989
Rate of Interest Maturity Date Date of Issue Cusip
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida
(hereinafter called "Issuer"), for value received, hereby promises to pay to the Registered
Holder 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 sum, such
interest being payable , and semiannually thereafter on
1 and , of each year. The principal of and premium,
if any, on this Bond are payable upon presentation and surrender hereof on the date fixed
for maturity or redemption at the principal office of
(the "paying agent') in
Florida, or at the office designated for such payment of any successor thereof. The
interest on this Bond, when due and payable, 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 Record Date or, in the case of payment after
default, a special record date, as provided in the Resolution hereinafter mentioned. All
amounts due hereunder shall be payable in any coin or currency of the United States which
is at the time of payment legal tender for the payment of public or private debts.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of E , of like date, tenor and effect, except as to number, interest
rate, redemption provisions, and date of maturity, issued to finance part of the cost of the
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acquisition and construction of extensions and improvements —to the water and sewer
facilities of the combined Water and Sewer System (the "System") of the Issuer (the
"Project"), under the authority of and in full compliance with the Constitution and
Statutes of the State of Florida, including particularly Chapter 166, Part 11, and Chapter
180, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted
by the Issuer on , 1989, as supplemented (hereinafter called
"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) the income on investment of funds held
under the Resolution, and (4) until applied as provided in the Resolution, the proceeds of
the Bonds, and, if issued and outstanding, the Issuer's Water and Sewer Revenue Bond
Anticipation Notes, Series 1989, all in the manner provided in the Resolution (such sources
hereinafter collectively called the "Pledged Funds"). The lien on and pledge of the
Pledged Funds as defined in the Resolution, is junior and subordinate, as to lien on and
source and security for payment from the Net Revenues portion of Pledged Funds and in
all other respects, to the lien on and pledge of such source securing payment of the
Issuer's outstanding Prior Lien Bonds, as defined in the Resolution. 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 holders from time
to time thereof shall be deemed an agreement between the Issuer and each of such holders
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.
(Insert Redemption Provisions)
LKL-07/17/89-317AA-2894 -13-
Notice of such redemption shall be given in the manner required by the
Resolution.
Bonds in denominations greater than $5,000 Principal Amount shall he deemed
to be an equivalent number of Bonds of the denomination of $5,000 Principal Amount.
Notice of redemption identifying the Bonds or portions thereof to be redeemed will be
given by the Registrar as provided in the Resolution. 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
Holder thereof, the costs of which shall be paid by the Registered Holder, a new Bond or
Bonds of authorized denominations in aggregate principal amount equal to the unredeemed
portion surrendered.
(To he 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.")
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 of Bonds of
the same maturity or other authorized denominations and are transferable by the
Registered Holder 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 Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation hereon shall have been executed by the Bond Registrar.
LKL-07/10/89-317AA-2894 -14-
IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Bond
and has caused the same to be signed by its Mayor and attested and countersigned and by
the City Clerk, either manually or with their facsimile signatures, and the official seal of
the Issuer or a facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon all as of the day of , 1989.
CITY OF EDGEWATER, FLORIDA
(SEAL)
Mayor
Attested and Countersigned:
City Clerk
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 , 1989.
Mayor
City of Edgewater, Florida
LKL-06/22/89-317AA-2894 -15-
CERTIFICATE OF AUTHENTICATION OF BOND TEGISTRAR
This Bond is one of the Issue of the within described Bonds. The Rate of Interest,
Maturity Date, Registered Holder 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 Holder, in the Bond Register maintained at the
principal offices of the undersigned.
REGISTRAR
Authorized Signature
Date of Authentication
The following abbreviations, when used in the inscription on the face of the
within Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in
UNIF GIF MIN ACT -
common
(Cust.)
TEN ENT - as tenants by the
Custodian for
entiretles
(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.
LKL-06/22/89-317AA-2894 -16-
AMGNMENT
FOR VALUE RECEIVED, the undersigned
(the 'Transferor"), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(the "Transferee'? as attorney to register the transfer of the within Bond on
the brooks kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and no new Bond will be issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with the name as it
appears upon the face of the within Bond in every particular, without alteration or
enlargement or any change whatever and the Social Security or Federal Employer
Identification Number of the Transferee is supplied.
LEL-O6/22/89-317AA-2894 -17-
V
SECTION 13. APPLICATION OF PROCEEDS OF 1989 BONDS. All moneys
received from the sale of the 1989 Bonds shall be applied by the Issuer as followsi
A. All accrued interest 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
the 1989 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 1989 Bonds.
B. The balance of the monies remaining shall be paid into a separate fund to
be designated Water and Sewer Revenue Bonds, Series 1989 Construction Fund" (herein
called "Construction Fund"), hereby created and established, shall be withdrawn, used and
applied by the Issuer solely to, first, the payment of the principal of and interest on the
Outstanding Notes, if any, and thereafter, the payment of the other costs of the Project
and purposes incidental thereto, as hereinabove described and set forth.
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. All such securities shall be held by the depository
bank, 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, and the
Construction Fund shall be closed.
All expenditures or disbursements from the Construction Fund (except dis-
bursements to provide for retirement of the Notes or any other indebtedness issued in
anticipation of the 1989 Bonds for temporary financing of the Project) shall be made only
after such expenditures or disbursements shall have been approved in writing by the
Consulting Engineer. The date of completion of the applicable 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 holders of 1989
Bonds.
LKL-07/17/89-317AA-2894 -18-
The cash required to be accounted for in each of the foregoing funds
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 14. SECURITY FOR BONDS. The payment of the principal of and
interest on the Bonds shall be secured forthwith equally and ratable by a pledge of and an
irrevocable lien on the Pledged Funds, subject to the prior lien on and pledge of the Net
Revenues securing payment of the Outstanding Prior Lien Bonds.
SECTION 15. COVENANTS OF THE ISSUER. For as long as any of the
principal of and interest on any of the Bonds shall be outstanding and unpaid, or until
payment has been provided for as herein permitted, or until there shall have been set
apart in the 1989 Sinking Fund, 1989 Reserve Account and 1989 Bond Amortization Fund a
sum sufficient to pay when due the entire principal of the Bonds remaining unpaid,
together with interest accrued or to accrue thereon, and any redemption premium due or
to become due by operation of the 1989 Bond Amortization Fund, the Issuer covenants
with the holders of any and all Bonds as follows:
A. Revenue Fund. The entire Gross Revenues derived from the operation of
the System shall upon receipt thereof be applied first as provided in the ordinances and
resolutions authorizing the Prior Lien Bonds. In applying such Gross Revenues, the Issuer
covenants to utilize the Public Service Tax revenues for the benefit of the holders of the
Prior Lien Bonds prior to utilizing the Gross Revenues for such purpose to the full extent
permitted under the ordinances and resolutions authorizing the Prior Lien Bonds, in order
to ensure that the maximum permitted amount of Gross Revenues will be available under
this Resolution. After such applications, the Gross Revenues shall be deposited in the
Revenue Fund hereby created. The Revenue Fund shall constitute a trust fund for the
purposes herein provided, and shall be accounted separate and distinct from all other
funds of the Issuer and used only for the purposes and in the manner herein provided.
LKL-07/10/89-317AA-2894 -19-
B. Disposition of Revenues. All Revenues at any time remaining on deposit in
the Revenue Fund shall be applied and allocated on a monthly basis only in the following
manner and in the following order of priority:
(1) Revenues shall first be applied and allocated for the monthly Cost of
Operation and Maintenance of the System, to the extent such costs have not otherwise
been provided for under the ordinances and resolutions authorizing the Prior Lien Bonds.
(2) Revenues shall next be applied and allocated to a separate fund
which is hereby created and designated "Water and Sewer Revenue Bonds 1989 Sinking
Fund" (hereinafter called "1989 Sinking Fund', in such sums as will be sufficient to pay
one -sixth or one -twelfth of all interest becoming due on the Bonds on the next semi-
annual interest payment date and one -sixth or one -twelfth of all principal maturing
semiannually or annually, respectively, on the Serial Bonds on the next maturity date to
be subsequently determined by resolution of the Issuer, and an amount sufficient to pay
the fees and charges of the paying agents. On a parity therewith and if Term Bonds are
issued revenues shall simultaneously be applied and allocated to the "Water and Sewer
Revenue Bonds 1989 Bond Amortization Fund" (hereinafter called 111989 Bond
Amortization Fund"), hereby created and established, if and to the extent required, in
such sum as will be equal to one -sixth or one -twelfth of the amount of the Amortization
Installment for Term Bonds which shall next become due and payable semiannually or
annually, respectively. Failure to make any such application and allocation into the 1989
Bond Amortization Fund on the due date thereof shall constitute an event of default under
this Resolution. Credit shall be allowed against the total interest, Amortization
Installment and principal due on the next interest and principal payment dates,
respectively, for any other funds on hand and available for such purpose in the 1989
Sinking Fund and the 1989 Bond Amortization Fund. All payments shall be adjusted on the
first due date so as to have sufficient amounts on hand to make all required payments.
(3) Revenues shall next be applied by the Issuer to maintain in the
1989 Reserve Account a sum equal to the maximum Annual Debt Service Requirement
coming due on the Bonds in any Bond Year, which sums shall be deposited in equal monthly
payments such that the required amount will be on deposit by the end of the fifth Bond
Year.
Moneys in the 1989 Reserve Account shall be used only for the purpose of
payment of maturing Amortization Installments, if any, or for principal of or interest on
the Bonds when the other moneys allocated to the 1989 Sinking Fund and the 1989 Bond
LKL-07/10/89-317AA-2894 -20-
Amortization Fund are insufficient therefor, and for no other purpose. However,
whenever the moneys applied and allocated to the 1989 Reserve Account exceed the
maximum Annual Debt Service Requirement, such excess may be withdrawn and applied
and allocated into the Renewal and Replacement Fund established pursuant to the
ordinances and resolutions authorizing the Prior Lien Bonds or if the maximum amount
required to be applied and allocated is then so applied and allocated in the Renewal and
Replacement Fund, then Into the Revenue Fund.
Any withdrawals from the 1989 Reserve Account shall be subsequently
restored from the first moneys available in the Revenue Fund after all required current
payment for Cost of Operation and Maintenance and for the Renewal and Replacement
Fund, and for the 1989 Sinking Fund and 1989 Bond Amortization Fund, Including all
deficiencies for prior payments, have been made in full.
No further application or allocation of funds need be made into the 1989
Reserve Account as long as there is applied and allocated thereto an aggregate sum equal
to the maximum Annual Debt Service Requirement.
(4) Upon the issuance of any Additional Parity Bonds under the terms,
limitations and conditions as herein provided, the applications and allocations into the
1989 Sinking Fund and, if 1989 Term Bonds are issued, into the 1989 Bond Amortization
Fund, shall be increased in such amounts as are necessary to make the payments required
above for the principal of and interest on such Additional Parity Bonds, and, if 1989 Term
Bonds are issued, the Amortization Installments with respect thereto, all on the same
basis as hereinabove provided with respect to the Bonds initially issued under this,
resolution. The Reserve Requirement required to be applied and allocated to the 1989
Reserve Account shall be increased so as to equal the maximum aggregate Bond Service
Requirement coming due on the 1989 Bonds theretofore issued, any then outstanding
Additional Parity Bonds, if any, and the Additional Parity Bonds then being issued. The
difference between such maximum required amount and the amount then applied and
allocated to the 1989 Reserve Account shall be applied and allocated from the proceeds of
the Additional Parity Bonds or shall be applied and allocated in equal monthly installments
over one hundred twenty (120) months from the date of issuance of the Additional Parity
Bonds, or a combination of both methods, all at the option of the Issuer.
(5) The balance of any moneys remaining in the Revenue Fund after
the above required applications and allocations have been made shall be used first for debt
service on subordinated debt, and thereafter shall be used for any lawful purpose of the
Issuer.
LKL-07/17/89-317AA-2894 -21-
(6) The 1989 Sinking Fund, 1989 Reserve Account, and 1989 Bond
Amortization Fund shall constitute trust funds for the purposes herein provided for such
Funds. All such Funds shall be continuously secured in the manner by which the deposit of
public funds are authorized to be secured by the laws of the State of Florida. Investments
made with moneys in the Revenue Fund, the Operation and Maintenance Fund, and the
Sinking Fund (except the Bond Amortization Account therein), must mature not later than
the date that such moneys will be needed. Investments made with moneys in the accounts
in the Bond Amortization Account, in the Reserve Account and in the Renewal and
Replacement Fund must mature, in the case of the accounts in the Bond Amortization
Account not later than the stated date of maturity of the Term Bonds to be retired from
the sub -accounts in the Bond Amortization Account from which the investment is made,
in the case of the Reserve Account not later than the final maturity of any Bonds then
outstanding; and in the case of the Renewal and Replacement Fund, not later than such
date as shall be determined by the Issuer. Any and all income received by the Issuer from
all such investments shall be deposited into the Revenue Fund, except however, that
investment income earned in the Bond Amortization Account may be retained thereon or
deposited into the Sinking Fund and used to pay maturing principal of and interest on the
Bonds, at the option of the Issuer.
The cash required to be accounted for in each of the foregoing funds and
accounts established herein may be deposited in a single bank account, and funds allocated
to the various accounts established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the cash on deposit therein and such investments for the various
purposes of such funds and accounts 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.
D. Additional Parity Bonds. Additional Parity Bonds, payable on a parity
from the Pledged Funds with the 1989 Bonds may be issued after the issuance of any 1989
Bonds only for completion of the Project or for the construction and acquisition of
LKL-07/10/89-317AA-2894 -22-
additions, extensions and improvements to the System and only upon the following
conditions and in the following manner-
(1) The Issuer shall covenant in the resolution authorizing the
Additional Parity Bonds not to issue any further obligations having a lien on any part of
the Pledged Funds prior to the lien securing payment of the Bonds; and
(2) There shall have been obtained and filed with the City Clerk of the
Issuer a certificate of a qualified and recognized firm of independent certified public
accountants stating: (a) that the books and records of the Issuer relative to the System
have been audited by such firm; (b) the amount of the Net Revenues available for payment
of the Bonds (after all payments required under the ordinances and resolutions authorizing
the Prior Lien Bonds have been made) derived for the Fiscal Year preceding the date of
issuance of the proposed Additional Bonds or for any 12 consecutive months during the 18
months immediately preceding the date of the issuance of the Additional Bonds with
respect to which such certificate is made, adjusted as herein below provided; (c) that the
aggregate amount of such Net Revenues, as adjusted, for the period for which such Net
Revenues are being certified is equal to not less than 110% of the Maximum Bond Service
Requirement becoming due in any Fiscal Year thereafter on (i) all Bonds then outstanding,
and (ii) on the Additional Bonds with respect to which such certificate is made.
(3) Upon recommendation of the Consulting Engineers, the Net
Revenues certified pursuant to (b) in the previous paragraph may be adjusted for purposes
of this Subsection D by including: (a) 100% of the additional Net Revenues which in the
opinion of the Consulting Engineer would have been derived by the Issuer from rate
increases adopted before the Additional Bonds are issued, if such rate Increases had been
implemented before the commencement of the period for which such Net Revenues are
being certified, and (b) 100% of the additional Net Revenues estimated by the Consulting
Engineer to be derived during the first full twelve month period after the date of placing
in service the Project financed with the proceeds of the Additional Bonds with respect to
which such certificate is made. The adjustments described in Section 151)(3)(b) may only
be made if the Net Revenues as adjusted under Section 151)(3)(a) for the period for which
such Net Revenues are being certified equals at least 1.00 times the Maximum Bond
Service Requirement becoming due in any Fiscal Year thereafter on (i) all Bonds then
outstanding, and (ii) on the Additional Bonds with respect to which such certificate is
made.
LKL-07/17/89-317AA-2894 -23-
(4) Each ordinance or resolution authorizing the issuance of Additional
Bonds will recite that all of the covenants herein contained will be applicable to such
Additional Bonds.
(5) 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.
E. Rate Ordinance. 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 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 (i),
together with the Public Service Tax revenues, so long as the Prior Lien Bonds are
outstanding, one hundred per centum (100%) of all Costs of Operation and Maintenance of
the System in such year and one hundred per centum (100%) of the Annual Debt Service
Requirement becoming due in such year on the outstanding Prior Lien Bonds and other
amounts required to be paid under the ordinances and resolutions authorizing the Prior
Lien Bonds, and (11) one hundred ten per centum (110%) of the Annual Debt Service
Requirement becoming due in such year on the Bonds, one hundred per centum (100%) of
the payments required to be made into the Renewal and Replacement Fund in such year,
plus after subtraction of all of such sums, one hundred per centum (100%) of all reserve
and other payments, and allocations and applications of revenues herein required plus one
hundred per centum (100%) of all Annual Debt Service Requirements becoming due in such
year on all outstanding obligations payable from the Revenues of the System which are
junior and subordinate as to lien on and pledge of such Revenues to the Bonds. The Issuer
will not reduce its schedule of rates, fees, rentals and other charges unless (i) 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 (III) 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.
F. Prior Ordinances and Resolutions Applicable. The covenants and pledges
contained in the ordinances and resolutions authorizing the Prior Lien Bonds shall be
applicable to the Bonds and shall be determined to be for the benefit and protection of the
holders of the Bonds in like manner as applicable to the Prior Lien Bonds, except as herein
otherwise provided, and subject, however, at all times to the prior lien of such Prior Lien
Bonds on the portion of the Pledged Funds herein specified.
LKL-07/10/89-317AA-2894 -24-
G. The Issuer covenants that it will not issue any debt payable from or
secured by any part of the Pledged Funds prior to the Bonds or Notes unless all net
proceeds thereof are applied solely for the payment of principal of and interest on the
Bonds or Notes.
SECTION 16. TAR COVENANTS. The Issuer at all relevant times will
comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of
the Internal Revenue Code of 1986, as amended, or any successor law, and any valid and
applicable rules and regulations promulgated thereunder in order that interest on the
Bonds and Notes shall be excluded from gross income for federal income tax purposes.
SECTION 16. DEFEASANCE. If, at any time, the Issuer shall have paid, or
shall have made provision for payment of, the principal, interest, Amortization Install-
ments and redemption premiums, if any, with respect to the Bonds, then, and in that
event, the pledge of and lien on the Pledged Funds, and all other covenants and pledges
made in this Resolution in favor of the holders of the 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) in irrevocable trust
with a banking Institution or trust company, for the sole benefit of the bondholders, 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 the outstanding 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.
SECTION 17. MODIFICATION OR AMENDMENT. No material modification
or amendment of this Resolution or of any resolution or resolution amendatory hereof or
supplemental hereto may be made without the consent in writing of the holders of two-
thirds or more in the principal amount of the Bonds and Notes then outstanding, provided,
however, that no modification or amendment shall permit a change in the maturity of
such Bonds or Notes or a reduction in the rate of interest thereon or in the amount of the
LKL-07/17/89-317AA-2894 -25-
principal obligation thereof or affecting the promise of the Issuer to pay the principal of
and interest on the Bonds or Notes as the same shall become due from the Pledged Funds
or reduce the percentage of the holders of the Bonds and Notes required to consent to any
material modification or amendment hereof without the consent of the holder or holders
of all such Bonds and Notes.
SECTION 18. SEVERABDdTY OF INVALID PROVISION& 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 Bonds issued hereunder.
SECTION 19. SALE OF 1989 BOND& The 1989 Bonds 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.
SECTION 30. VALIDATION AUTHORIZED. If the Issuer determines to
validate the 1989 Bonds, the attorney for the Issuer is authorized and directed to prepare
and file proceedings to validate the 1989 Bonds in the manner provided by law.
SECTION 21. AUTHORIZATION OF NOTE& Subject and pursuant to the
provisions of this Resolution and in anticipation of the sale and delivery of the 1989
Bonds, notes of the Issuer to be known as "Water and Sewer Revenue Bond Anticipation
Notes, Series 1989", are hereby authorized to be issued in the aggregate principal amount
of Four Million Seven Hundred Thousand Dollars ($4,700,000).
SECTION 22. DESCRIPTION OF NOTES. The Notes shall be bearer notes,
registrable as to principal and i , ere t, shhl 111 be nugkbered consecutively from R-1 upward,
�/oo�eaa. Y,1 `—C` "6r6
in the denomination of $4- each ntegral multiples ereof, shall be dated their date
of issuance, shall all mature 364 days after issuance and shall bear interest as set forth
below, payable at maturity, at the principal amount, at the interest rate, and upon those
other terms and conditions set forth in the awarded bid attached hereto as Exhibit A.
LKL-07/11/89-317AA-2894 -26-
SECTION 23. EXECUTION OF NOTES. The Notes shall be executed In the
name of the Issuer by its Mayor and attested and countersigned 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 1989
Bonds, all as more particularly set out in Section 8 of this Resolution.
SECTION 24. NEGOTIABILITY AND REGISTRATION. The Notes issued
hereunder 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, and
each successive holder, in accepting said Notes, shall be conclusively deemed to have
agreed that such Notes 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.
The Notes shall be issued in bearer form, registerable as to principal and
interest, and shall be transferable to bearer and subject to registration as provided in the
form of Notes so issued.
SECTION 26. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. The
provisions contained in Section 10 hereof pertaining to the 1989 Bonds shall also apply to
the Notes.
SECTION 26. FORM OF NOTES. The Notes shall be in substantially the
following form, with such omissions, insertions and variations as may be necessary and
desirable and authorized or permitted by this Resolution or by any subsequent ordinance
or resolution adopted prior to the issuance thereof.
LKL-07/17/89-317AA-2894 -27-
No.
s
(Form of bearer note)
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF EDGEWATER
WATER AND SEWER REVENUE BOND ANTICIPATION NOTE, SERIES 1989
KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida
(hereinafter called "City'), for value received, hereby promises to pay to bearer hereof or
if this Note be registered, to the registered owner, on the day of
19. upon presentation and surrender hereof by the holder or, when
registered as to principal and interest, by the registered owner, solely from the special
funds hereinafter mentioned, the principal sum of
THOUSAND DOLLARS
and to pay at maturity, solely from such special funds, interest thereon from the date
hereof at the rate of
per centum (_%) per
annum. Both principal of and interest on this Note are payable upon presentation and
surrender hereof on the date fixed for maturity or redemption at the office of the City
Clerk of the City (the "Paying Agent'), in Edgewater, Florida, or at the office designated
for such payment of any successor thereof. 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 pursuant to the Constitution and laws of the State of Florida,
particularly Section 215.431, Florida Statutes, and a resolution duly adopted by the City
on , 1989 (herein referred to as "Resolution"), in anticipation of the
receipt by the City of the proceeds from the sale of not exceeding $6,000,000 Water and
Sewer Revenue Bonds, Series 1989 (hereinafter called "1989 Bonds') of the City.
The principal of and interest on this Note is payable solely from and secured
by a prior lien upon and a pledge of the proceeds derived from the sale of the aforesaid
1989 Bonds and, if necessary from and secured by a lien upon and a pledge of the Pledged
Funds, as defined in the Resolution, junior and subordinate to the lien thereon and pledge
thereof of the Net Revenues portion of the Pledged Funds securing payment of the City's
outstanding Prior Lien Bonds as defined in the Resolution.
This Note shall not constitute a general obligation of the City and the holders
thereof shall never have the right to require or compel the exercise of the power of the
City to levy ad valorem taxes for the payment of the principal of and interest on this
LKL-07/10/89-317AA-2894 -28-
Note. Reference is made to the Resolution for the provisions relating to the security of
this Note and the duties and obligations of the City.
This Note shall be redeemable at the option of the City, in whole or in part in
$5,000 denominations, on any date on or after 120 days after the date of this Note, at the
price of par plus interest accrued to the redemption date and without premium.
Resolution.
Notice of such redemption shall be given in the manner required by this
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 and time 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; this recital is made with the knowledge that the holder 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.
This Note may be registered as to principal and interest in accordance with
the provisions endorsed hereon.
Subject to the limitations and upon payment of the charges provided in the
Resolution, this Note may be exchanged for a like aggregate principal amount of Notes in
any authorized denomination of $5,000 or any integral multiple thereof upon presentation
by the holder, or, when registered as to principal and interest, the registered owner.
LKL-07/17/89-317AA-2894 -29-
IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Note
and has caused the same to be signed by the manual or facsimile signature of its Mayor
and attested and countersigned by the manual or facsimile signature of its City Clerk, and
its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed
or reproduced hereon as of the _ day of , 1989.
CITY OF EDGEWATER, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
LKL-06/22/89-317AA-2894 -30-
PROVISION FOR REGISTRATION
This Note may be registered in the name of the holder on the books to be kept
'by the City Clerk of the City, as Registrar, or such other Registrar as may hereafter be
duly appointed, as to principal and Interest, such registration being noted hereon by such
Registrar in the registration blank below, after which no transfer shall be valid unless
made on said books by the registered owner or attorney duly authorized and similarly
noted in the registration blank below, but it may be discharged from registration by being
transferred to bearer after which it shall be transferable by delivery, but it may be again
registered as before. The City may make a reasonable charge for every such transfer
sufficient to reimburse it for any expenses incurred by it.
DATE OF IN WHOSE NAME SIGNATURE OF
GISTRATION REGISTERED REGISTRAR
LKL-06/22/89-317AA-2894 -31-
• SECTION 27. SdCUR1TY OF NOTES: NOTES NOT•JEBT 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 first proceeds derived from the
sale of the 1999 Bonds and, if necessary, by a lien on and pledge of the Pledged Funds,
junior and subordinate to the lien thereon and pledge thereof of the Net Revenues portion
of the Pledged Funds securing payment of the outstanding Prior Lien Bonds. 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 said 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 28. APPLICATION OF NOTE PROCEEDS. The moneys received
from the sale and delivery of the Notes authorized and issued pursuant to this Resolution
shall be deposited and applied as provided in Subsection 13 B of this Resolution.
The holders of the Notes shall have a lien upon all the proceeds thereof until
the same have been applied as provided herein.
SECTION 29. COVENANTS OF THE ISSUER. For so long as the principal of
and interest on the Notes shall be outstanding and unpaid or until there shall have been
irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes
remaining unpaid, together with interest accrued and to accrue thereof, the Issuer
covenants with the holders of the Notes as follows:
(A) PROCEEDS FROM 1989 BONDS. Upon the receipt of the proceeds of
the 1989 Bonds, excluding accrued interest, the Issuer shall apply such proceeds, together
with moneys on deposit in the Sinking Fund herein created and the Pledged Funds, as
follows:
(1) There shall be deposited in the Notes Sinking Fund hereafter
created for the Notes the amount of funds, 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, to the extent necessary, the interest accrued thereon to the
date of maturity thereof. 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 holders of the Notes shall
be entitled to payment only from the funds and proceeds of Federal Securities so
deposited.
LEL-07/17/89-317AA-2894 -32-
(2) The remaining balance, if any, shall be applied pursuant to the
provisions of Section 13 of this Resolution.
(B) APPLICATION OF PRIOR COVENANTS. The covenants and pledges (to
the extent that the same are not inconsistent) contained in this Resolution, adopted for
the benefit of the holders of the 1989 Bonds, shall be deemed to be for the benefit and
protection of the Notes and the holders thereof in like manner as applicable to the 1989
Bonds. A separate special Note Sinking Fund is hereby created and established pursuant
to this section into which shall be deposited the Pledged Funds necessary to pay principal
of and interest on the Notes after making all payments for the Prior Lien Bonds from the
sources securing the Prior Lien Bonds. Said Sinking Fund shall be maintained for the
benefit of the Notes and the holders thereof.
(C) SALE OF 1989 BONDS TO PAY NOTES. The Issuer in good faith shall
endeavor to sell a sufficient principal amount of the 1989 Bonds in order to have funds
available to pay principal of and interest on the Notes as the same become due.
(D) NO SALE OF OBLIGATIONS ON A PARITY WITH THE NOTES. Except
for the 1989 Bonds, the Issuer will not hereafter Issue any other obligations payable from
the proceeds of the sale of the 1989 Bonds or from the Pledged Funds having a lien
thereon prior to or on a parity with the Notes. Any such obligations hereafter issued by
the Issuer, except for the 1989 Bonds, shall contain an express provision that such
obligations are junior and subordinate to the Notes as to lien upon and payment from the
Pledged Funds.
SECTION 30. EVENTS OF DEFAULT AND REMEDIES. If one or more of the
following events shall happen:
A. The Issuer shall fail to pay the principal of or interest on any of the
Bonds or Notes as the same shall become due; or
B. The Issuer shall fail in the observance or performance of any of the
covenants contained in this Resolution or the ordinances and resolutions authorizing the
Prior Lien Bonds, then, in each and every case, any holder or holders of 1989 Bonds or
Notes then outstanding and affected thereby shall have all the rights and remedies
afforded to the owners of the Prior Lien Bonds, the provisions of which are hereby
incorporated by reference.
SECTION 31. SUPPLEMENTAL ORDINANCES AND RESOLUTIONS. The
Issuer may, from time to time and at any time, adopt such ordinances or resolutions as
shall not be inconsistent with the terms and conditions of this Resolution:
A. To cure any ambiguity, defect, or omission in this Resolution; or
LKL-07/10/89-317AA-2894 -33-
B. To secure, extend or renew to the holders of the 1989 Bonds the pledges
made herein for the payment of the 1989 Bonds and the interest to accrue thereon.
SECTION 32. SALE OF NOTES. The Issuer hereby finds, determines and
declares that the recent volatility in the municipal bond market is presently so great that
a competitive public sale on a date which must be fixed well in advance for the receipt of
bids would prove extremely costly should such date occur during an upswing in the market.
Therefore, the flexibility to choose to award or not to award the Notes on a day to day
basis is needed to assure the best interest rate obtainable for the Notes which can only be
accomplished by sale on a negotiated basis. The negotiated sale of the full principal
amount of the Notes to the purchasers hereinafter named is hereby authorized. The Notes
are hereby awarded and sold to the purchasers named, in the amounts and at the interest
rates set forth on the awarded bid attached as Exhibit A, pursuant to terms of
Memorandum dated July 10, 1989, attached as Exhibit B, and Official Bid Forms received
by the Issuer's Financial Advisor on behalf of the Issuer attached as composite Exhibit C.
The Issuer has received the disclosure required by Section 218.385, Florida Statutes, as
amended, a copy of which is attached hereto as Exhibit D.
SECTION 33. QUALIFIED TAX EXEMPT OBLIGATIONS. The Issuer
hereby represents and finds that it reasonably anticipates not more than $10,000,000 of
tax exempt obligations (other than certain private activity bonds) will be issued by the
Issuer and its subordinate governmental entities in calendar year 1989. The Issuer hereby
directs its Mayor or Mayor Pro-Tem to recertify these representations upon issuance of
the Notes, and the Notes are hereby designated as a "qualified tax exempt obligation"
under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
SECTION 34. 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.
LKL-07/11/89-317AA-2894 -34-
SECTION 35. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
This Resolution was introduced and sponsored by Councilman Hatfield ,
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 17th day of July ,
1989, and approved as provided by law.
ROLL CALL VOTE AS FOLLOWS:
C1p"(R Y�Y
LKL-07/11/89-317AA-2894 -35-
EXHIBIT "A"
official Sid Form
city of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes, Soria@ 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is Rxperienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the city, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Principal Amount Bid For: $ 4,700,000
Fixed Rate of Interest: 6.67 t (Annualized)
Maximum Expenses (If any, payable by the City): $ 2,300
Bidder: Sun Bank, National Association
by
(Signature of Authorized Offl,car)
H 2obert Neinken, Senior Vice President
Forward for delivery by 2: 00pm, July 14, to: A. G. Edwawds &
Sons, Inc., 801 Laurel Oak Drive, Suite 605, Naples, FL 33963
*'* Bid is subject to terms & conditions outlined on Meaorandum
dated July 10,1989 from A. G. Edwards & Sons, Inc.
Wllllam R. Peebles
Senior ExecNlve Vice President
July 14, 1989
Barnett Bank of Voluels County
Post office Box 9010
Daylona Beach. Florida 32/20.9o10
904/258-3616
A. G. Edwards 6 Sons,Inc.
801 Laurel Oak Drive,
Suite 805
Naples, Florida 33963
Attn: Mr. Frederick W. Pauzar
Ref: City of Edgewater, Florida Water and Sewer Revenue
Bond Anticipation Notes, Series 1989 Bid
Dear Mr. Pauzar:
Attached is an executed Official Bid Form. Per your
specifications, we submit this bid in accordance with the
specifications outlined in your memorandum to prospective
bidders on July 10, 1989,
This bid is submitted on conditions as follows:
1. Subject to Bond Counsel opinion that there is no
default of any covenants on existing indebtedness.
2. That this is a qualified loan for tax deductions.
3. Statement that the City does not expect to issue in
excess of $10,000,000 in debt this calendar year.
4. Approval of all loan documents by Bank Counsel.
We appreciate the opportunity to submit a bid on this
proposal. If you have any questions I can be reached at
(904) 258-3618
Very Truly yours,
Encl.
WRP:am
Official Bid Form
city of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
state of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the City, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the city and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Principal Amount Bid For: $4.700.000.00
Fixed Rate of Interest: 7 6% % (Annualized)
Maximum Expenses (if any, payable by the City): $ 5.000.00 _
Bidder: Barnett Bank of Volusia County
by
S n ture of Authorized Officer)
Wil(s�am �i. Peebles, Senior Executive Vice President
Forward for delivery by 2:00pn, July 14, to: A. C. Edwards &
Sons, Inc., Sol Laurel Oak Drive, Suite 605, Naples, FI. 33963
Southeast Bank, N,A,
July 14, 1989
Mr. Frederick W. Pautar
A. G. Edwards a Sons, Inc.
Financial Advisor and Placement Agent
to the City of Edgewater
801 Laurel Oak Drive, Suite 605
Naples, FL 33963
RES $4,700,000 WATER AND SEWER REVENUE BOND ANTICIPATION
NOTES, SERIES 1989
Dear Mr. Pausars
Southeast Bank, N.A. (the "Bank") is hereby pleased to offer the
following commitment to the City of Edgewater (the "City") in
response to your Request for Proposals for financing the water
and sewer system facilities dated July 10, 1969, subject to the
following terns and corditionsi
Borrowers city of Edgewater, Florida
Lenders Southeast Bank, N. A.
Amount: Not to exceed $4,700,000
purposes To finance various water and sewer
projects.
Terms Principe, and interest shall be payable
364 days from the date of closing.
1813 South a,dgewoad Are"c e. Edge+at e,, Planda )2012
Interest Rate,
A. variable Rate Option,
The interest rate on the term loan shall at all times be
equal to 61.0E of the Bank's Prime Rate.
Prime rate is that rate administratively determined from
time to time by the Bank and announced or published as being
that rate offered to the most credit worthy customers of the
Bank and may or may not be representative of the best or
lowest rate offered to any particular borrowing customer of
the Bank at any specific time.
There will be no minimum interest rate. A maximum interest
rate may be effected by section 215.84, Florida Statutes as
amended. we understand that there exists a difference of
legal opinion as to whether Section 215.64 (3) effectively
applies an interest rate maximum "... so long as the basis,
method and formula for computing the floating or variable
rate does nct change during the life of the bonds..."
Currently, we are of the belief that no interest rate maximum
would be imposed on the loan, but that to the extent that
General Counsel to the State Board of Administration believes
that a maximum interest rate 'light apply, we will include
interest recovery language in the loan agreement which would
limit the rate of interest charged, but also provide that if
the maximum rate is reached, we would defer any subsequent
downward adjustment of rate, if any, until such time as the
Bank recovers that interest it otherwise would have been en-
titled to had no interest rate limitation been in effect.
Fixed Rate Option:
The interest rate for the term 'loan shall at all times be
fixed at 6.11E.
The basis of calculation shall be a 30-day month over a
360-day year. Billings for interest and principal shall be
due on receipt and payable no later than 10 business days
following receipt.
Prepaymeatt
The City will have the right to crepay the term loan without
penalty, in whole or in part, at any time on or after 120 days
after the closing. Prior to 120 days after closing, no pre-
payment shall be allowed.
Security:
A. The Notes will be secured by a pledge of the City's water
and sewer system revenues which shall be subordinate to
existing senor and subordinated debt obligations. The
Notes will also be secured by a pledge of the proceeds of
the water and sewer system revenue bonds of the City in
anticipation of which the Notes are being issued. The City
will covenant in the Note Resolution to issue such water
and sewer revenue bonds in such amounts and at such times
as shall be necessary to provide for the payment of the
principal of and interest on the Notes.
B. The City will Covenant to raise and maintain system rates
and charges in an amount sufficient to repay the Notes.
C. The City will further covenant to issue no debt secured by
system revenues which shall be senior to the Notes without
using proceeds from the senior indebtedness to repay the
Notes.
Conditions:
A. The City shall, by official action, cause the obligation
to be deemed a "qualified obligation" within the meaning
of Section 265 (b) (3) of the Internal Revenue Code of 1986.
Should subsequent but currently unforseen actions by the
City cause this facility to be classified as a "non -qualified
obligation" pursuant to Section 265 (b) (3), internal Revenue
Code of 19H6, the rate shall be adjusted to that level
necessary to ensure that the anticipated after tax yield on
the facility equals that anticipated after tax yield con-
templated by the Bank at the time of closing.
B. in the event that the interest on the loan is ever determined
to be taxable for purposas of federal or state income taxation,
or in the event that any or all of the interest on the loan is
deemed to be included in the gross income of the Bank for
federal or state income taxation, or in the event the Bark
is unable to deduct any other amounts as a result of pur-
chasing or carrying the loan, or in the event of a change
in the ccrporate tax rate, or in the event of a change in
the alternative minimum tax or in the method of calculating
the alternative maximum tax to which the Bank may be subject,
or in the event of any action which would otherwise decrease
the after tax yield to the Bank, the interest on the loan
shall be subject to a full gross up modification. A deter-
mination by the Bank, its counsel and bond counsel. shall be
conclusive. in no event, however, shall the interest rate
on the !can exceed that permitted by law.
C. documents
by relating to this commitment shall f
by Livermore, Rlain a Lott, P.A., counsel to the
.hall be in each form and content as arm acceptai
Bank and its counsel. All costa relating to the
Of documents shell be borne by the City,
D. The unqualified, approving legal opinion. of Llve
Klein a Lott, p,A. shall be delivered to the Bank
without cost to the Bank and shall be in as are acceptable to the Bank. such for
E. All documents .hall be reviewed by the Bank and i.
Costs of Bank's counsel shall be borned by the Ci.
be due and payable upon closing provided that suck
Shall not exceed $3,000.00.
P• it accepted, this facility must close no later the
1989 unless otherwise extended by the Bank.
This commitment shall remain in full force and off
5:00 P,pl., E.S.T., July 21, 1969, at which time, i
cepted by execution of the acceptance clause below
to the Bank at its Edgewater office located at 181.
Ridgewood Avenue, the commitment shall expireand
enforceable by either the Bank or thCity unless e
the Bank in writing. e
Southeast Bank,
N.A. appreciates the opportunity tc
proposal to you, look. forward to yourlopment of a meaningful business relat response and
any question ccncerning this relationship.
5no
to contact me at (904) 428-7055�posal, please do no
very truly your.,
SOUTHEAST HANK, N.F
BY:
David— K— o'
Vice President
Banking Center.
Acceptance
Accepted by authority of the City council of the City of
Edgewater, Florida this
day of July, 1989.
By:
Title
official Bid Form
city of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the City, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Princical Amount Bid For: $4,700,000.
Fixed Rate oP Interest: 6.71 % (Annualized)
or as an alternate option.: 61.0% of Southeast B n%, N.A.'s Prime Race
Maximun Exoenses (If any, payable by the C'ity): $ '+.noo.no
Bidder: sout4ea Bank, N.A. /
.,
b �Ai _ id R. Koch. . Assistant
l' (Signature of Authorized Officer) v_ce President
Forward for delivery by 2:0Opm, July 14, to: A. G. Edwards &
Sons, Inc., 80i Laurel Oak Drive, Suite 605, Naples, FL 33963
0
EXHIBIT "B"
MEMORANDUM
TO: Prospective Bidders on the City of Edgewater's
$4,700,000 Water and Sewer Revenue
Bond Anticipation Notes, Series 1989
FROM: Frederick W. Pauzar
A. G. Edwards & Sons, Inc.
Financial Advisor and Placement Agent to the
City of Edgewater
DATE: July 10, 1989
On July 17, 1989, the City of Edgewater, Florida ("City")
will consider for adoption its Resolution Authorizing Water
and Sewer Revenue Bond Anticipation Notes, Series 1989, in an
amount not to exceed $4,700,000. Pursuant to adoption of the
Note Resolution, the City's Finance Committee will award the
sale of the Notes to one or more bidders based upon the
responses received from prospective bidders.
Each bidder will be required to represent that:
(1) The bidder will be purchasing notes for its own
account for the purpose of investment and not with
a view to, or for sale in connection with, any
distribution of all or any part of the Notes.
(2) The bidder is a financial institution that is
experienced in the purchase of bonds and notes
issued by municipalities located within the State
of Florida, and the bidder has such knowledge and
experience in municipal financial matters that it
is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the bidder has been
afforded the opportunity to obtain, and it has
received from the City, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) if the bidder should resell or otherwise dispose of
the Notes, it will do so only to another financial
institution engaged in the business of investing in
securities similar to the Notes, and only in strict
compliance with the Note Resolution and state and
federal securities laws.
THIS MEMORANDUM IS INTENDED ONLY TO ANNOUNCE THAT THE CITY
WILL RECEIVE BIDS FOR THE PURCHASE OF THE NOTES AND IS NOT A
DISCLOSURE DOCUMENT. EACH BIDDER MUST COMPLETE ITS OWN DUE
DILIGENCE INVESTIGATION BEFORE SUBMITTING A BID TO PURCHASE
THE NOTES.
The following discussion of certain terms is not a full and
complete description of the Note Resolution. Reference is
made to the Note Resolution for a complete recital of the
terms thereof.
Principal Amount $4,700,000 (not to exceed)
Closing Date On or before July 31, 1989
Payment Terms Principal and interest shall be due
and payable 364 days from the date of
issuance.
Use of Proceeds To provide for the completion of a
comprehensive rate study, to pay for
certain engineering and other
professional costs, to expand,
extend, acquire, or improve water and
sewer system facilities within the
city's authorized service area, and
to pay certain costs of issuance.
security The Notes will be secured by a pledge
of the City's water and sewer system
revenues which shall be subordinate
to existing senior and subordinated
debt obligations. The Notes will
also be secured by a pledge of the
proceeds of the water and sewer
system revenue bonds of the City in
anticipation of which the Notes are
being issued. The City will covenant
in the Note Resolution to issue such
water and sewer revenue bonds in such
amounts and at such times as shall be
necessary to provide for the payment
of the principal of and interest on
the Notes.
The City will covenant to raise and
maintain system rates and charges in
an amount sufficient to repay the
Notes.
The City will further covenant to
issue no debt secured by system
revenues which shall be senior to the
Notes without using proceeds from the
senior indebtedness to repay the
Notes.
0.
Other Interest payable on the Notes will be
calculated at a fixed rate.
The city will have the right to repay
the Notes without penalty, in whole
or in part, at any time on or after
120 days after the closing.
Opinion The purchaser of the Notes shall
receive an opinion of Livermore,
Klein & Lott, bond counsel, to the
effect that, subject to customary
limitations and assumptions, (a) the
Notes are legal, valid and binding
obligations of the City payable from
the funds pledged pursuant to the
Note Resolution, (b) interest on the
Notes is excluded from gross income
for federal income tax purposes and
is not an item of tax preference for
purposes of the federal alternative
minimum tax, but will be taken into
account in determining adjusted net
book income for purposes of computing
the alternative minimum tax imposed
on corporations, and (c) the Notes
are "qualified tax-exempt
obligations" within the meaning of
Section 265(b) of the Internal
Revenue Code of 1986, as amended.
Bid Format Bids are to be submitted on the
accompanying form with additional bid
qualifications or comments presented on
the corporate letterhead of the bidder.
Bids may be for all or a part (in
$100,000 increments) of the total
principal amount of the Notes.
Unless a minimum principal amount of
Notes the bidder is willing to purchase
is specified by the bidder, the City
may award any portion of the maximum
principal amount bid by such bidder
in increments of $100,000, up to and
including the maximum principal
amount bid. All bids are to be submitted
without any discount from par value.
Bids must be received at the office
of the City's financial advisor,
A. G. Edwards & Sons, Inc., 801
Laurel Oak Drive, Suite 605, Naples,
Florida, 33963-2764, by 2:OOpm,
Friday, July 14, 1989.
The City reserves the right to reject any
or all bids, and to waive any
(Bid Format) irregularity or informality with respect
to any bid, without reservation.
Requests for additional information should be directed to the
financial advisor to the City, A. G. Edwards & Sons, Inc., at
813-598-2405, or to the City Attorney, Jose Alvarez, at
904-738-2411.
official Bid Form
City of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the city, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Principal Amount Bid For:
Fixed Rate of Interest: % (Annualized)
Maximum Expenses (If any, payable by the City): $
Bidder:
by
(Signature of Authorized Officer)
Forward for delivery by 2:OOpm, July 14, to: A. G. Edwards &
Sons, Inc., 801 Laurel Oak Drive, Suite 605, Naples, FL 33963
EXHIBIT "C"
Southeast Bank, N.A.
Culy 14, 1989
Mr. Frederick W. Pauzar
A. Q. Edwards a Sons, Inc.
Financial Advisor and Placement Agent
to the City of Edgewater
801 Laurel oak Drive, Suite 605
Naples, PL 33963
RE: $4,700,000 WATER AND SEWER RBVMMB BOND ANTICIPATION
NOTES, SERIES 1989
Dear Mr. Pauzar:
Southeast Bank, N.A. (the "Bank") is hereby pleased to offer the
following commitment to the City of Edgewater (the "City") in
response to your Request for Proposals for financing the water
and sewer system facilities dated July 10, 1989, subject to the
following terms and conditions:
Borrower: City of Edgewater, Florida
Lender: Southeast Bank, N. A.
Amount: Not to exceed $4,700,000
Purposew To finance various water and sewer
projects.
Term. Principal and 'interest shall be payable
364 days from the date of closing.
1813 South Ridgewood Avenua. Edgewater, Florida 32032
interest Rate -
variable Rate Options
The interest rate on the term loan shall at all times be
equal to 61.0% of the Bank's Prime Rate.
Prime rate is that rate administratively determined from
time to time by the Bank and announced or published as being
that rate offered to the swat credit worthy customers of the
Bank and ray or may not be representative of the bast or
lowest rate offered to any particular borrowing customer of
the Bank at any specific time.
There will be no minimum interest rate. A maximum interest
rate may be effected by section 215.84, Florida Statutes as
amended. We understand that there exists a difference of
legal opinion as to whether Section 215.84 (3) effectively
applies an interest rate maximum "... so long Aa the basis,
method and formula for computing the floating or variable
rate does not change during the life of the bonds..."
Currently, we are of the belief that no interest rate maximum
would be imposed on the loan, but that to the extent that
General Counsel to the State Board of Administration believes
that a maximum interest rate night apply, we will include
interest recovery language in the loan agreement which would
limit the rate of interest charged, but also provide that if
the maximum rate is reached, we would defer any subsequent
downward adjustment of rate, if any, until such time as the
Bank recovers that interest it ctherwise would have been en-
titled to had no interest rate limitation been in effect.
B. Fixed Rate option:
The interest rate for the tern loan shall at all times be
fixed at 6.71%.
The basis of calculation shall be a 30-day month over a
360-day year. Billings for interest and principal shall be
due on receipt and payable no later than 10 business days
following receipt.
prepayments
The City will have the right
penalty, in whole or in part,
after the closing. Prior to
payment shall be allowed.
to prepay the term loan without
at any time on or after 120 days
120 days after closing, no pre-
security:
The Notes will be secured by a pledge of the City's water
and sewer system revenues which shall be subordinate to
existing senior and subordinated debt obligations. The
Notes will also be secured by a pledge of the proceeds of
the water and sewer system revenue bonds of the City in
anticipation of which the Notes are being issued. The City
will covenant in the Note Resolution to issue such water
and sewer revenue bonds in such amounts and at Ruch times
as shall be necessary to provide for the payment of the
principal of and interest on the Notes.
e. The City will covenant to raise and maintain system rates
and charges in an amount sufficient to repay the Notes.
C. The City will further covenant to issue no debt secured by
system revenues which shall be senior to the Notes without
using proceeds from the senior indebtedness to repay the
Notes.
Conditions:
A. The City Shall, by official action, cause the obligation
to be deemed a "qualified obligationn within the meaning
of Section 265 (b) (3) of the Internal Revenue Code of 1986.
Should subsequent but currently unforseen actions by the
City cause this facility to be classified as a "non -qualified
obligation" pursuant to Section 265 (b) (3). Internal Revenue
Code of 1986, the rate shall be adjusted to that level
necessary to ensure that the anticipated after tax yield on
the facility equals that anticipated after tax yield con-
templated by the Bank at the time of closing.
In the event that the interest on the loan is ever determined
to be taxable for purposes of federal or state income taxation,
or in the event that any or all of the interest on the loan is
deemed to be included in the gross income of the Bank for
federal or state income taxation, or in the event the Bank
is unable to deduct any other amounts as a reault of pur-
chasing or carrying the loan, or in the event of a change
in the corporate tax rate, or in the event of a change in
the alternative minimum tax or in the method of calculating
the alternative maximum tax to which the Bank ray be subject,
or in the event of any action which would otherwise decrease
the after tax yield to the Bankf the interest on the loan
shall be subject to a full gross up modification. A deter-
mination by the Bank, its counsel and bond counsel. shall be
conclusive. in no event, however, shall the interest rate
on the loan exceed that permitted by law.
C. All documents relatinc to thi. commitment shall
by Livermore, Klein a Lott,
Bank and P.A., counsel to the
shall be is such form and content as are acceptai
ita counsel. All costa relating to the
of documents shall be borne by the City.
0• The unqualified, approving legal opinions of Live
Klein a Lott, P.A. shall be delivered to the Bank
without cost to the Bank and shall be in such for
as are acceptable to the Bank.
E. All documents shall be reviewed by the Bank and i
Costs of Bank's counsel shall be horned by the Cl
be due and payable upon closing provided that suc:
shall not exceed $3,000.00,
F. 11 accepted, this facility must close no later the
1989 unless otherwise extended by the Bank.
This commitment shall remain in full force and off 5:00 P.M., B.B.T., July 21, 1989, at which time, i cepted by execution of the acceptance clause below
to the Bank at its Edgewater office located at 181
Ridgewood Avenue, the commitment shall expire and
enforceable by either the Bank or the City unless e
the Bank in writing.
Southeast Bank, R.A. appreciates the opportunity tc
Proposal to you, looks forward to your response and
lopment of a meaningful business relationship. Shc
tocontactmeAt(904)428-7055
yeccgthis aposal, please do no
very truly yours,
SOUTHEAS
T SANK,
ey: v
Davifl—
vice President
Banking Center
Acceptance
Accepted by authority of the City Council of the City of
Edgewater, Florida this
day of July, 1989.
By:
tie
Official Bid Form
city of Edgewater, Florida
water and Sewer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the City, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Princical Amount Bid For: $4,700,000.
Fixed Rate of Inte-est: 6.71 ; (Annualized)
oz as an alternate option: 61.04 of Scuthetmt B n� N.A.'s Pri:ne Rate
Maximum Exnenses (if any, payable by tee C¢i..y) : $ '+ D�0 .no
Bidder: Sou•hea Bank N.A. //
b istant
/yam Dad R R h a e
(Signature of Authorized officer) vice President
Forward for delivery by 2:OOpm, July 14, to: A. G. Edwards &
Sons, Inc., 801 Laurel Oak Drive, Suite 603, Napjes, FL 33963
Official Bid Form
city of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasing notes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the city, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the City and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Principal Amount Bid For: $4.700 000-00
Fixed Rate of Interest: 7.6% % (Annualized)
Maximum a wenses (If any, payable by the City): $ 5.000.00
Bidder.* Barnett
�JBank of Volusia County
by
Wil(l�a n turc of Authorized Officer)
1. Peebles, Senior Executive Vice President
Forward for delivery by 2:OOpm, July 14, to: A. G. Edwards &
Sons, Inc., 801 Laurel Oak Drive, Suite 605, Naples, FI. 33963
5
Wllllem R. Peebles
Senior Executive Vice President
July 14, 1989
Barnett Bank of Volusla County
Poet Cake Box 9010
Daytona Beach. Florida 32120-9010
904/258-3618
A. G. Edwards & Sons,Inc.
801 Laurel Oak Drive,
Suite 805
Naples, Florida 33963
Attn: Mr. Frederick W. Pauzar
Ref: City of Edgewater, Florida Water and Sewer Revenue
Bond Anticipation Notes, Series 1989 Bid
Dear Mr. Pauzar:
Attached- is an executed Official Bid Form. Per your
specifications, we submit this bid in accordance with the
specifications outlined in your memorandum to prospective
bidders on July 10, 1989.
This bid is submitted on conditions as follows:
Y
1. Subject to Bond Counsel opinion that there is no
default of any covenants on existing indebtedness.
2. That this is a qualified loan for tax deductions.
3.
Statement
that the City does
not
expect to issue in
excess of
$10,000,000 in debt
this
calendar year.
4.
Approval
of all loan documents
by
Bank Counsel.
We appreciate the opportunity to submit a bid on this
proposal. If you have any questions I can be reached at
(904) 258-3618
Very Truly yours,
Encl.
WRP:am
, R
official aid Form
city of 8dgewater, Florida
water and Bawer Revenue Bond Anticipation Notes, Series 1989
It is hereby represented that:
(1) The undersigned bidder will be purchasingnotes for
its own account for the purpose of investment and
not with a view to, or for sale in connection with,
any distribution of all or any part of the Notes.
(2) The undersigned bidder is a financial institution
that is experienced in the purchase of bonds and
notes issued by municipalities located within the
State of Florida, and the bidder has such knowledge
and experience in municipal financial matters that
it is capable of evaluating the merits and risks of
purchasing the Notes.
(3) Prior to submitting its bid, the undersigned bidder
has been afforded the opportunity to obtain, and it
has received from the City, all information and
material which the bidder regards as necessary to
evaluate the merits and risks of its investment,
including the opportunity to ask questions
concerning the operations, financial condition and
future prospects of the city and its water and
sewer system.
(4) If the undersigned bidder should resell or
otherwise dispose of the Notes, it will do so only
to another financial institution engaged in the
business of investing in securities similar to the
Notes, and only in strict compliance with the Note
Resolution and state and federal securities laws.
Principal Amount Bid For: $ 4, 700 000
Fixed Rate of Interest: 6.67 S (Annualized)
Maximum Expenses (If any, payable by the City): $ 2,500
Bidder: Sun Bank, National Association
by
(Signature of Authorized officer)
H Robert Neinkett, Senior Vice President
Forward for delivery by 2:009r.:, July 14, to: A. G. Edwards 6
Sons, Inc., 801 Laurel Oak Drive, Suite 605, Naples, FL 33963
*** Bid is subject to terms 6 conditions outlined on Memorandum
dated July 10,1989 from A. G. Edwards 6 Sons, Inc.