86-R-11C
r.
RESOLUTION NO. 86-R-11
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA, AUTHORIZING
THE APPROPRIATE CITY OFFICIALS TO EXECUTE
THE NECESSARY DOCUMENTS WITH SUN BANK OF
VOLUSIA COUNTY FOR A $750,000. LOAN FOR
THE WATER IMPROVEMENT PROGRAM PAYABLE
OVER A THREE-YEAR PERIOD AT A FIXED RATE
OF INTEREST OF 6.7%; REPEALING ALL RESO-
LUTIONS IN CONFLICT HEREWITH, AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
SECTION 1: That the appropriate officials of the City
of Edgewater, Florida, are authorized to execute the necessary
documents for a $750,000.00 loan payable over a three-year
period at a fixed rate of interest of 6.7% with Sun Bank
of Volusia County, as per Council motion of February 3, 1986.
SECTION 2: That copies of these documents will be
attached to this Resolution and by reference incorporated herein.
SECTION 3: That all resolutions or parts of resolutions
in conflict herewith be and the same are hereby repealed.
SECTION 9: That this Resolution shall take effect
immediately upon its adoption by the City Council of the City
of Edgewater, Florida, at ameeting of said Council
held on theta day of ,198 A and approved as
provided by law.
This Resolution was introduced and sponsored by Councilman
and was read and passed by a vote of the City Council
at a meeting held on the �a�day of ,198-4&,
and authenticated as provided by law.
CE AS FOLLOWS:
ATTEST:
CITY CLERK
Authe icated thisL ay
of 198/�.
YOR
No. R-1
$750,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF-EDGEWATER
WATER REVENUE NOTE
REGISTERED OWNER: SUN BANK OF VOLUSIA COUNTY
PRINCIPAL AMOUNT: SEVEN HUNDRED FIFTY THOUSAND
DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the City of
Edgewater, in the County of Volusia, Florida (hereinafter
called "City"), for value received hereby promises to pay to
the Owner designated above, or registered assigns, solely
from the special funds hereinafter mentioned, the aggregate
principal sum shown above, payable in installments on the
first day of July in the amounts as follows:
YEAR PRINCIPAL AMOUNT
1987 $250,000.00
1988 $250,000.00
1989 $250,000.00
and to pay solely from such special funds interest thereon
from the date of this note or from the most recent interest
payment date to which interest has been paid, whichever is
applicable, until payment of such sum, at the rate per annum
equal to�'6.7ki such interest being payable on Oct. 1, 1986,
and quarterly thereafter on January 1, April 1, July 1
and October 1 in each year. Both principal installments and
interest on this note shall be payable by check or draft
mailed to the registered owner at his address as it appears,
at 5:00 P.M., on the fifteenth day of the month preceding
the applicable interest payment date, on the registration
books of the City kept as Registrar and Paying Agent. The
principal of and interest on this note are payable in lawful
money of the United States of America.
A record of the principal installments and interest
paid by the City shall be kept on the books of the Note
Registrar.
USA/WRN:1
1
The maturity date of this note and payment of the final
payment may be extended by the City for an additional period
of time as selected by the City for up to five (5) years
from June 16, 1989, upon representation to the holder of
this note of a Resolution of the City Council to that
effect. The rate of interest to be paid hereunder during
such extension term, shall be renegotiated by the City and
the holder hereof and this note may only be extended upon
the holder's written consent as to the rate to be paid
during such term. The holder agrees to make available a rate
to the City which will be between 68% and 75% of the prime
rate announced by the holder at the time of such extension.
The parties shall negotiate the rate and the City shall give
its notice hereunder and a copy of its Resolution agreeing to
such extension at least ninety (90) days prior to June 16,
1989.
The City of Edgewater may draw upon the amounts borrowed
hereunder in amounts and at such times as the City may deem
appropriate. The City shall make such draw requests by
furnishing to the holder hereof a certificate signed by the
Mayor and City Clerk/Administrator requesting such amounts and
by such dates as the City may require. Interest will be charged
on such funds as are advanced from the date of the advance
by holder hereof.
If the Bank is then the holder of the note, and if the
maximum incremental percentage rate of federal income tax
applicable to the taxable income of the Bank (the "Federal
Tax Rate") changes after the date of the original issuance
of the note, the applicable rate of interest on the note
immediately prior to such change shall be adjusted,
effective on the date of such change, to equal the product
of (i) such applicable rate multiplied by (ii) a fraction,
(x) the numerator of which is (100% minus the Federal Tax
Rate as so adjusted) and (y) the denominator of which is
USA/WRN:1 2
100% minus the Federal Tax Rate in effect on the date hereof).
If the Bank is then the holder of the note, and if the
maximum incremental percentage rate of Florida bank franchise
tax applicable to the taxable income of the Bank (the "State
Tax Rate") changes after the date of the original issuance
of the note, the applicable rate of interest on the note
immediately prior to such change shall be adjusted, effective
on the date of such change, to equal the product of (i) such
applicable rate multiplied by (ii) a fraction, (x) the numerator
of which is (100% minus the State Tax Rate as so adjusted and
(y) the denominator of which is (100% minus the State Tax
Rate in effect on the date hereof).
This note represents an authorized issue of notes in
the aggregate principal amount of $750,000 issued to finance
the construction of additions, extensions and improvements to
the water system (the "System") of the City under the authority
of and in full compliance with the Constitution and Statutes of
the State of Florida, including particularly Chapter 166,
Part II, Florida Statutes (Chapter 83-271), Laws of Florida,
1983, and other applicable provisions of law, and a Resolution
duly enacted by the City Council of the City of Edgewater on
the 12th day of February, 1986, as supplemented (hereinafter
called the "Resolutiotf), and is subject to all the terms and
conditions of such Resolution.
This note and the interest thereon are payable solely
from and secured by a lien upon and pledge of the Net
Revenue derived by the City from the impact fees generated
by the City pursuant to Ordinance No. 85-0-28. For the
purposes of this instrument, Net Revenue is defined to be on
the proceeds to be derived by the City of Edgewater, Florida
from its impact fees for municipal water supply and
wastewater treatment facilities authorized in accordance
USA/WRN:1 3
with Chapter 19. Article IV of the Code of Ordinance of the
City of Edgewater, Florida, which rates are set pursuant to
Section 11 of Ordinance 85-0-28, and no other revenues or
cash receipts of the City or the Water and Sewer System.
Such revenues have not been pledged to the payment of any
other indebtedness of the City. This note does not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory provision or limitation.
It is expressly agreed by the holder of this note that
such holder shall never have the right to require or compel
the levy of advalorem taxes for the payment of the principal
of and interest on this note or for the making of any
sinking fund or other payment provided for in the Ordinance.
This note and the indebtedness evidenced thereby shall not
consitute a lien upon any property of or in the City, but
shall constitute a lien only upon the Net Revenue of the
System, in the manner provided in said Ordinance.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen and to be
performed precedent to and in the issuance of this note
exist, have happened and have been performed in regular and
due form and time as required by the Statutes and
Constitution of the State of Florida applicable thereto; and
that the issuance of this note does not violate any
constitional or statutory limitation.
The unpaid principal installments of this note are
subject to prior redemption, at the option of the City, in
whole or in part, at any time prior to the maturity thereof,
at a redemption price equal to the principal amount of the
installments to be redeemed plus accrued interest thereon to
the redemption date. Redemption may be made on each
anniversary of this note. All principal payments made in
excess of the then current year's scheduled amount will be
credited to the next succeeding required annual principal
USA/WRN:1 4
payment.
This note is and has all the qualities and incidents of
a negotiable instrument under the laws of the Sate of
Florida.
This note shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under
the Ordinance until the certificate of authentication hereon
shall have been executed by the Bond Registrar.
IN WITNESS WHEREOF, the City of Edgewater, Florida, has
issued this note and has caused the same to be executed by
the manual or facsimile signature of its Mayor, and its
corporate seal or a facsimile thereof to be affixed,
impressed, imprinted, lithographed or reproduced hereon and
attested by the manual or facsimile signature of its City
Clerk/Administrator, all as of the 26th day of June
1986.
(SEAL) CITY OF EDGEWA(Z, FLORIDA
ATTEST: BY:
MAYOR
ApprLved as:7t orm �n rectness:
���ey
USA/WRN:1 5
CERTIFICATE OF DELIVERY AND PAYMENT
I, CORNELIA A. MARTINEZ, City Clerk/Administrator of
the City of Edgewater, Florida, DO HEREBY CERTIFY:
That 'on the 27th day of June, 1986, I delivered to
Sun Bank of Volusia County, the following described obligation
of the City of Edgewater, Florida:
$750,000.00 - WATER AND SEWER REVENUE NOTE, dated June
26 ,1986, in the denomination of
$750,000.00, bearing interest (payable
Oct. 1, 1986, and quarterly thereafter)
at the rate of 6.7%, and maturing in
annual principal installments of
$250,000.00 on July 1, 1987, July 1, 1988,
and July 1, 1989.
That at the time of delivery of said obligation, I received
from said purchaser full payment for said obligation.
IN WITNESS WHEREOF, I have hereunto set my hand this
27th day of June, 1986.
..-.`..ems..
City Clerk/Administrato
City of Edgewater, Flo a
NO PRIOR PLEDGE CERTIFICATE
We, the undersigned Mayor and City
Clerk/Administrator of the City of Edgewater, Florida
(hereinafter called the "City") DO HEREBY CERTIFY that
the proceeds of the impact fees for municipal water
supply and wastewater treatment facilities of the City
which are pledged to the payment of the principal of, and
the interest on, its $750,000 Water and Sewer Revenue
Note, dated June 26 , 1986, have not been pledged
in whole or in part, directly or indirectly, for the
benefit of any obligations previously issued by the City
and outstanding.
IN WITNESS WHEREOF, we have hereunto set our
respective hands this 20th day of June , 1986.
CITY OF EDGEWATER, FLORIDA
c
MAYOR
CITY CLERK/ADMINIST V711
ITCLERK/ADMINISTRATE
INCUMBENCY CERTIFICATE
I, CORNELIA A. MARTINEZ, City Clerk/Administrator of
the City of Edgewater, Florida,
do hereby certify as follows:
1. The names of the Mayor
.and members of
the City Council
of the City of Edgewater, Florida, and the dates of commencement
and expiration of their terms of office are as
follows:
Term Began
Term Expires
(Mayor)
11/26/84
11/24/86
Earl D. Baugh
Louis J. Rotundo
11/26/84
11/24/86
Councilman Zone 1
Russell S. Prater
11/26/84
11/24/86
Councilman Zone 2
11/26/84
11/24/86
Neil J. Asting
Councilman Zone 3
James W. Inman
11/26/84
11/24/86
Councilman Zone 4
2. All of the above officers have duly filed their oaths
of office, and such of them as are required by law to file bonds
or undertakings have duly filed such bonds or undertakings in
the amount and manner required by law.
3. The regular meetings of said Council are held on the
1st and 3rd Mondays of each month.
4. The corporate seal impressed hereon is the true and
only corporate seal of the City of Edgewater, Florida.
5. I am duly qualified and acting City Clerk/Administrator.
My present term of office commenced on July 20 ,1983 ,
to serve for an indefinite period. I have duly filed my oath
of office and such official bond and undertaking in the amount
and manner as required by law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of said City, this 24th day of June, 1986.
City Clerk/Administrator f the
City of Edgewater, Flor' a
SIGNATURE AND NO -LITIGATION CERTIFICATE
We hereby certify that we did on the 20th day of June,
1986, officially sign the following described obligation of the
City of Edgewater, Florida:
$750,000.00 - WATER REVENUE NOTE, dated June 26 ,1986,
in the denomination of $750,000.00, bearing
interest (payable Oct. 1, 1986, and quarterly
thereafter), at the rate of 6.7%, and maturing
in annual principal installments of $250,000.00
on July 1, 1987, July 1, 1988, and July 1,
1989.
We further certify that on the date of the signing of said
obligation, and on this date, we were and are the duly chosen,
qualified and acting officers authorized to execute said obli-
gation as indicated by the official titles opposite our signatures
hereunder.
We further certify that no litigation of any nature is now
pending, or, to our knowledge, threatened, restraining or enjoining
the issuance, sale, execution or delivery of said obligation, or
the collection of the revenues pledged to pay the principal of
and interest on said obligation, or the pledge thereof, or affecting
in any way the right or authority of the City to pay said obligation
and the interest thereon, or in any manner affecting the proceedings
and authority for the issuance, sale, execution or delivery of said
obligation, or affecting directly or indirectly the validity of
said obligation, or of any provisions made or authorized for its
payment, or the corporate existence of the City or the titles of
the present officers or any of them to their respective offices,
and that none of the proceedings or authority for the issuance
of said obligation has been repealed, revoked or rescinded in
any manner.
We further certify that the seal impressed upon this
certificate is the legally adopted, proper and only official,
seal of the City of Edgewater, Florida; and that said seal has
been impressed upon said obligation.
WITNESS our hands and the corporate seal of said City this
20th day of June, 1986.
Signature
caJ
i
Official Title
Mayor, City of Edgewater Florida
Citv Clerk/Administrator, City of
Edgewater, Florida
I hereby certify that the signatures of the officers of the
City of Edgewater, Florida, which appear above are true and genuine
and that I know said officers and know them to hold the offices
set opposite their names.
VICE PRESIDENT
Title of Officer of Sun Bank of
Volusia County