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2019-R-25 - BBT Bank for finance of 2 patrol vehicles & fire engine RESOLUTION NO. 2019-R-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE ISSUANCE OF THAT CERTAIN CITY OF EDGEWATER, FLORIDA NON AD-VALOREM REVENUE NOTE, SERIES 2019, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $625,000, TO LEASE FINANCE THE ACQUISITION BY THE CITY OF TWO POLICE PATROL VEHICLES AND A FIRE ENGINE; AUTHORIZING THE ISSUANCE AND SALE OF THE NOTE TO BRANCH BANKING AND TRUST COMPANY TO EVIDENCE SUCH LEASE FINANCING; PROVIDING THAT THE NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM NON AD-VALOREM REVENUES OF THE CITY AS PROVIDED HEREIN; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN NON-AD VALOREM REVENUES AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES FOR THE OWNER OF THE NOTE; DESIGNATING THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION WITHIN THE MEANING OF THE INTERNAL REVENUE CODE; DELEGATING AUTHORITY FOR THE MAYOR THE CITY MANAGER AND THE CITY CLERK TO EXECUUTE AND DELIVER CERTAIN LEASE FINANCING DOCUMENTS AND OTHER CERTIFICATES IN CONNECTION WITH THE LEASE FINANCING CONTEMPLATED BY THIS RESOLUTION; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA,that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of the Act(defined below). SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless otherwise expressly set forth herein: A. "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, Chapter 218, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law and this Resolution. B. "Bank"means Branch Banking and Trust Company. 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 C. "City" or"Issuer"means the City of Edgewater, Florida. D. "Clerk" means the City Clerk of the Issuer, or in the Clerk's absence or unavailability, a Deputy Clerk of the Issuer. E. "Code" means the Internal Revenue Code of 1986, as amended, and any rules or regulations promulgated thereunder. F. "Council" means the City Council of the City of Edgewater. G. "Fiscal Year"means the fiscal year of the Issuer ending on each September 30. H. "Holder" or "Noteholder" means the registered owner of the Note. The Bank shall be the initial Holder. 1. "Interest Rate Limit" means the interest rate limit under Section 215.84, Florida Statutes. J. "Mayor" means the Mayor of the Issuer, or in the Mayor's absence or unavailability, the Deputy Mayor, or such other person as may be duly authorized by the City Council to act on his or her behalf. K. "Non-Ad Valorem Revenues" means all non-ad valorem revenues of the City, which are lawfully available to be used to pay debt service on amounts due under the Project Documents as the same shall become due, all as more particularly set forth in Section 7 hereof. L. "Note" means the Issuer's Non Ad-Valorem Revenue Note, Series 2019, in an aggregate amount of not to exceed $625,000 authorized by this Resolution. The Note may be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. M. "Paying Agent and Registrar" means such bank or trust company, within or without the State of Florida, which may be approved by the Council prior to the issuance of the Note, to be the agent of the Council for payment of the principal of and interest on the Note and for maintenance of the registration books of the Council with respect to the exchange and transfer of the Note; or, if no such bank or trust company is appointed,means the Clerk. N. "Pledged Revenues" means, collectively: (i) all of the proceeds of the Note pending the application thereof, and (ii) Non-Ad Valorem Revenues budgeted and appropriated as provided in this Resolution. O. "Project" means the acquisition and lease financing of two police patrol vehicles and one fire truck to be operated by the City, and includes the costs of issuance of such financing. P. "Project Documents" means this Resolution, the Note, all lease financing documents entered into in connection with the lease financing of the Project and any and all 2 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 agreements, documents, certificates and opinions executed and delivered in connection with the lease financing contemplated by this Resolution. Q. "Purchase Price"means the face amount of the Note. R. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any supplements to or amendments of this Resolution. W. "State" means the State of Florida. SECTION 3. FINDINGS. It is hereby found, determined and declared as follows that: A. The financing of the Project is in the public interest. B. It is necessary, desirable and in the best interests of the Issuer and its inhabitants that the Project be undertaken and that the Note be issued to fund the Project, in order to obtain the benefits of the Project. The Project is appropriate to the needs and circumstances of, and shall serve a public purpose by advancing the economic prosperity, the public health, or the general welfare of the State and its people. The Issuer will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities and public services that will be necessary for the operation, repair and maintenance of the vehicles constituting the Project. C. The Note to be issued under this Resolution does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and is not subject to the provisions of any other law or charter relating to the authorization, issuance, or sale of bonds. The Note to be issued under the provisions of this Resolution is declared to be issued for an essential public and governmental purpose and, together with interest thereon and income therefrom, is exempted from all taxes, except those taxes imposed by Chapter 220, Florida statutes, on interest, income, or profits on debt obligations owned by corporations. D. The City has received the proposal attached hereto as Exhibit "A" from the Bank for terms related to its purchase of the Note and the City believes such proposal contains terms that are favorable to the City. Due to the immediate need for funds, prevailing market conditions, and the nature of the contemplated financing, it is hereby determined, based in part on the recommendation of its financial advisor, that it is in the best interests of the public and the City to negotiate the terms of a loan agreement with the Bank that provides the best overall terms of finance for the City. E. The principal of and interest on the Note shall be payable solely from the Pledged Revenues. Neither the City, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Note or any amounts due under the Project Documents and neither the Note nor the Project Documents shall constitute a lien upon the City, or upon any properties owned by or situated within the City except as provided herein with respect to the Pledged Revenues and as otherwise provided in the Project Documents. 3 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 F. The City has not and does not reasonably expect to issue (including issues "on behalf of the City, as determined under Section 265(b)(3)(E) of the Code) tax-exempt obligations (excluding obligations of the City issued for the sole purpose of currently refunding the outstanding amount of an existing obligation) in excess of $10,000,000 aggregate face amount during the 2019 calendar year. G. Debt service on the Note will be payable from Pledged Revenues as provided herein. The Pledged Revenues will be sufficient to pay the principal and interest on the Note herein authorized, as the same becomes due, and to make all deposits required by this Resolution. No ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of the Note have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Note or to make any other payments provided for in this Resolution, and the Note shall not constitute a lien upon any property of the Issuer, except the Pledged Revenues and the leased vehicles constituting the Project. H. The Bank has offered to purchase the Note at the Purchase Price, at the interest rate set forth below, resulting in an average net interest cost rate less than the Interest Rate Limit. The Council hereby determines that it is in the best interest of the Issuer to accept the offer of the Bank to purchase the Note. Prior to the issuance of the Note, the Issuer shall receive from the Bank a Purchaser's Certificate, the form of which is attached hereto as Exhibit "B" and the Disclosure Letter containing the information required by Section 218.385(6), Florida Statutes, a form of which is attached hereto as Exhibit"C". I. The Note will not be a "private activity bond" as defined in Section 141 of the Code. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Note authorized to be issued hereunder by the Holder, this resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holder. The covenants and agreements herein set forth to be performed by the Council and the Issuer shall be for the benefit,protection and security of the legal Holder of the Note. SECTION 5. AUTHORIZATION OF NOTE AND PROJECT. For the purpose of advancing funds to finance the costs of the Project, the Council does hereby authorize and approve of the following: A. the issuance of that certain "City of Edgewater, Florida Non Ad-Valorem Revenue Note, Series 2019" of the Issuer (the "Note") in the aggregate principal amount of not to exceed$625,000, in substantially the form of Exhibit "D" attached hereto, with such changes and additions as the Mayor shall approve, his signature thereon constituting conclusive evidence of such approval; and B. the execution and delivery of the Project Documents; and C. the application of the proceeds of the Note to lease finance the Project. 4 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 SECTION 6. DESCRIPTION OF NOTE. A. The Note shall be issued in fully registered form, without coupons, shall be dated as of the date of its delivery, shall be in the denomination of$625,000 and shall bear interest on the outstanding principal balance thereof at the rate specified below. The Note shall be payable as to principal and interest as set forth therein, and shall mature on the date (the "Maturity Date") specified in the Note, provided, that the term of the Note shall not exceed 10 years. The Note shall be payable with respect to both principal and interest in lawful money of the United States of America at such address as the Holder may from time to time designate. The Note may (but is not required to) be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. In particular, a Series 2019A Note may be issued with respect to the patrol vehicles and related costs of issuance and a Series 2019B Note may be issued with respect to the fire engine and related costs of issuance. For the purposes of this Resolution, references to the "Series 2019A Note" shall be deemed to refer to the Note securing the lease financing of the patrol cars and references to the "Series 2019B Note" shall be deemed to refer to the Note securing the lease financing of the fire engine. References to the "Note" shall be deemed to refer to both the Series 2019A Note and the Series 2019B Note, as applicable. B. Interest, which shall be calculated based on a 360-day year consisting of twelve 30 day months, shall accrue on the outstanding principal balance of the Note as follows: (i) Interest shall accrue on the outstanding principal balance of the Note at: (a) with respect to the Series 2019A Note, a fixed interest rate equal to 2.38%, and (b) with respect to the Series 2019B Note, a fixed interest rate equal to 2.45%. The Issuer shall pay all accrued but unpaid interest under the Note annually on October 1 of each Fiscal Year while the Note remains outstanding or on such other date specified in the Note. (ii) The total liability of the Issuer for payment of interest shall not exceed any limitations imposed on the payment of interest by applicable usury laws. If any interest is received or charged by any Holder of the Note in excess of that amount, the Issuer shall be entitled to an immediate refund of the excess. C. The Issuer shall pay installments of principal under the Note in accordance with the Note and the Project Documents. D. The Issuer may prepay the Note in whole, but not in part, on any date at a prepayment price equal to: (i) the full principal amount due on the Note as of the date of prepayment, plus (ii) accrued but unpaid interest through the date of prepayment. At least five (5) days prior to the optional prepayment date, written notice of any such prepayment shall be mailed, postage prepaid to the Holder at the address appearing upon the registration books of the Issuer. SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. Subject to the next paragraph, the City covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues, amounts sufficient to pay principal of and interest 5 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 on amounts due under the Note and the Project Documents as the same shall become due. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non- Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues, in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. No lien upon or pledge of such budgeted Non- Ad Valorem Revenues shall be in effect until such monies are budgeted and appropriated. The City further acknowledges and agrees that the obligations of the City to include the amount of any deficiency in payments in each of its annual budgets and to pay such deficiencies from Non- Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Such covenant to budget and appropriate does not create any.lien upon or pledge of such Non-Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non- Ad Valorem Revenues, nor does it give the holder of the Note a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds, notes, and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the City hereunder shall be payable from the portion of Non-Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the City and no holder of the Note nor any other person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the City. Notwithstanding any provisions of this Resolution or the Note to the contrary, the City shall never be obligated to maintain or continue any of the activities of the City, which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues. Except as provided hereafter,neither this Resolution nor the obligations of the City hereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of the City, but shall be payable solely as provided herein and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City. SECTION 8. PROJECT DOCUMENTS. In addition to this Resolution and the Note, the proposed lease financing of the Project contemplated by this Resolution shall be subject to the terms and provisions of the Project Documents. SECTION 9. EXECUTION OF NOTE. The Council hereby authorizes and delegates to the Mayor, the City Manager and the Clerk the authority to negotiate, execute and deliver the Note. The Note shall be executed in the name of the Issuer by the Mayor and countersigned and attested by the Clerk, either manually or with their facsimile signatures, and the Issuer's seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the Paying Agent and Registrar shall appear on the Note, and the Note shall not 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 the Note. The authorized signature for the Paying Agent and Registrar shall be either manual or in facsimile; provided, 6 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 however, that at least one of the above signatures, including the authorized signature for the Paying Agent and Registrar, appearing on the Note shall at all times be a manual signature. In case any one or more of the officers who shall have signed or sealed the Note shall cease to be such officer of the Council or the Issuer before the Note so signed and sealed shall have been actually sold and delivered, the Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. SECTION 10. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the Note shall become mutilated, or be destroyed, stolen or lost,the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note, or in lieu of and substitution for the Note, if any, destroyed, stolen or lost, and upon the Holder furnishing the Issuer proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such reasonable expenses as the Issuer may incur. Any Note so surrendered shall be canceled. If the lost, stolen or destroyed Note shall have matured or be about to mature, instead of issuing a substitute Note, the Issuer may pay the same, upon being indemnified as aforesaid, without surrender thereof. Any such duplicate Note issued pursuant to this Section shall constitute an original, additional contractual obligation on the part of the Issuer whether or not the lost, stolen or destroyed Note be at any time found by anyone. SECTION 11. NEGOTUBILITY. The Note shall be and have all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, and the Holder, in accepting the Note, shall be conclusively deemed to have agreed that the Note shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida. SECTION 12. REGISTRATION. The Council shall, prior to the proposed date of delivery of the Note,by resolution designate the Paying Agent and Registrar, if the Paying Agent and Registrar will be a bank or trust company. If no such designation is made,the Clerk shall be the Paying Agent and Registrar. The Paying Agent and Registrar shall be responsible for maintaining the books for the registration and transfer of the Note and, if a bank or trust company is so designated, in compliance with a written agreement to be executed between the Issuer and such bank or trust company as Paying Agent and Registrar prior to the delivery date of the Note. The Clerk shall initially serve as Paying Agent and Registrar. Upon surrender to the Paying Agent and Registrar for transfer or exchange of the Note, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Holder or its attorney duly authorized in writing, the Paying Agent and Registrar shall deliver in the name of the Holder or the transferee or transferees, as the case may be, a new fully registered Note for the principal amount which the Holder is entitled to receive. When the Note is presented for transfer, exchange or payment (if so required by the Council or the Paying Agent and Registrar), it 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 Council or the Paying Agent and Registrar, duly executed by the Holder or by its duly authorized attorney. 7 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 The Paying Agent and Registrar or the Council may require payment from the holder or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Note. Such charges and expenses shall be paid before any new Note shall be delivered. Any new Note delivered upon any transfer or exchange shall be a valid obligation of the Issuer, evidencing the same debt as the Note surrendered, shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof. The Council and the Paying Agent and Registrar may treat the Holder of the Note as the absolute owner thereof for all purposes, whether or not such Note shall be overdue, and shall not be bound by any notice to the contrary. SECTION 13. DISPOSITION OF NOTE PAID OR REPLACED. Whenever the Note shall be delivered to the Paying Agent and Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, it shall, after cancellation, either be retained by the Paying Agent and Registrar for a period of time specified in writing by the Council, or at the option of the Council, shall be destroyed by the Paying Agent and Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Council. SECTION 14. PAYMENT OF PRINCIPAL; PREMIUM AND INTEREST; LIMITED OBLIGATION. The Issuer promises that it will promptly pay the principal of, premium, if any, and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Note shall not be or constitute a general obligation or indebtedness of the State of Florida or the Issuer as "bonds" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 15. AVAILABILITY OF NOTE PROCEEDS; COSTS. The Note proceeds are available solely for the purposes provided herein and consistent with the requirements of Florida law, including the Act. The money received from the proceeds of the Note shall be deposited into an account established by the Issuer with the Holder and applied to pay the costs of the Project. Any proceeds of the Note remaining after the completion of the Project shall be applied to pay the next available payment of principal and interest on the Note. SECTION 16. NOTEHOLDER NOT AFFECTED BY USE OF NOTE PROCEEDS. The Holder of the Note shall have no responsibility for the use of the proceeds of the sale of the Note, and the use of the Note proceeds by the Issuer shall in no way affect the rights of such Noteholder. SECTION 17. SALE OF NOTE. The Note is hereby awarded and sold at negotiated sale to the Bank at the Purchase Price. The applicable officers of the Council (including the Mayor and the Clerk) are authorized, in their discretion, to execute and deliver agreements, 8 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 certificates or documents related to the issuance of the Note, to the extent deemed necessary by the Holder. SECTION 18. TAX EXEMPTION; QUALIFIED TAX-EXEMPT OBLIGATION DESIGNATION. The Issuer covenants that it (i) will not use the proceeds of the Note in any manner which would cause the interest on the Note to be or become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a "qualified tax-exempt obligation", (ii)will not do any act or fail to do any act which would cause the interest on the Note to become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a"qualified tax-exempt obligation", and (iii) will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Note from the gross income of the owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the United States Treasury pursuant to the Code. The Clerk, or his designee, is authorized to make or effect any election, selection, choice, consent, approval or waiver on behalf of the Council with respect to the Note as the Council or the Issuer is required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Note or interest thereon or assuring compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by such officer, or his designee. The Issuer shall be responsible for determining any rebate to the United States Treasury which is required by Section 148 of the Code. The Noteholder shall not be liable for any failure of the Issuer to comply with Section 148 of the Code with respect to the Note. The Council hereby designates the Note as a"qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. SECTION 19. REMEDIES OF NOTEHOLDER. The Noteholder shall have the respective rights and remedies set forth in the Project Documents in the event of a default under the Note or the Project Documents. SECTION 20. REPORTING COVENANT. The Issuer covenants that, as long as any amounts remain outstanding under the Note, the Issuer shall deliver to the Holder (a) a copy of its audited financial statements for the Fiscal Year then ended no later than 270 days after the end of each Fiscal Year. SECTION 21. MODIFICATION AND AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holder of the Note; provided, however, that no consent of the Holder shall be required for amendments made to cure any ambiguity, formal defect or omission in this Resolution. SECTION 22. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or 9 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 7S34 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 separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this resolution or of the Note issued hereunder. SECTION 23. GOVERNING LAW. This Resolution and the Note and the duties and obligations of parties hereunder and thereunder shall be governed by the laws of the State of Florida. SECTION 24. REGULARITY OF PROCEEDINGS; COMPLIANCEWITH STATUTES; FURTHER ACTIONS. The adoption of this Resolution, and the issuance and delivery of the Note has been duly authorized by the Council, and all conditions, acts and things necessary and required by the Constitution and laws of the State of Florida or otherwise,to exist, to have happened, or to have been performed precedent to and in connection with the execution and delivery of the Note, and precedent to and in connection with the adoption of this Resolution, do exist, have happened and have been performed in regular form, time and manner. The Mayor, City Clerk, and City Manager are hereby authorized to execute any Project Documents and incur any fees and expenses related to the lease financing contemplated by this Resolution. SECTION 25. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. ADOPTED: December 2, 2019. Wy MR, (SEAL) . ATTEST: By: - Robin Matusick, City Clerk/Paralegal Approved as to form By: Aaron R. Wolf City Attorney Doran Sims Wolfe Ciocchetti & Yoon 10 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Agreement") is dated as of December 4, 2019, and is between CITY OF EDGEWATER, FLORIDA, a public body of the State of Florida (the "Lessee"),and BRANCH BANKING AND TRUST COMPANY ("BB&T'). RECITALS: The Lessee has the power to acquire such personal property as it may deem appropriate for carrying out its governmental and proprietary functions, and to acquire such property pursuant to lease agreements. This Agreement provides for BB&T to make available to the Lessee the sum of $620,000.00 to enable the Lessee to acquire the Equipment (as defined herein) by lease, and provides for securing the Lessee's obligations under this Agreement by creating certain security interests in favor of BB&T. NOW THEREFORE, for and in consideration of the mutual promises in this Agreement, and other good and valuable consideration,the parties hereby agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Unless the context clearly requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: "Additional Payments" means any of BB&T's reasonable and customary fees and expenses related to the transactions contemplated by this Agreement, any of BB&T's expenses (including attorneys' fees) in prosecuting or defending any action or proceeding in connection with this Agreement, any required license or permit fees, state and local sales and use or ownership taxes or property taxes which BB&T is required to pay as a result of this Agreement, inspection and re- inspection fees, and any other amounts payable by the Lessee (or paid by BB&T on the Lessee's behalf) as a result of its covenants under this Agreement (together with interest that may accrue on any of the above if the Lessee shall fail to pay the same,as set forth in this Agreement). "Amount Advanced"has the meaning assigned in Section 2.02 hereof. "Base Payments" means the rental payments payable by the Lessee pursuant to Section 3.01 hereof. "Bond Counsel Opinion" means a written opinion (in form and substance acceptable to BB&T)of an attorney or firm of attorneys acceptable to BB&T. "Budget Officer" means the Lessee officer or official from time to time charged with preparing the Lessee's draft budget as initially submitted to the Governing Board for its consideration. "Business Day" means any day on which banks in the State are not by law authorized or required to remain closed. "Closing Date"means the date on which this Agreement is first executed and delivered by the parties. "Code" means the Internal Revenue Code of 1986, as amended, including regulations, rulings and revenue procedures promulgated thereunder or under the Internal Revenue Code of 1954, as amended, as applicable to the Lessee's obligations under this Agreement and all proposed (including temporary) regulations which, if adopted in the form proposed, would apply to such obligations. Reference to any specific Code provision shall be deemed to include any successor provisions thereto. "Equipment"has the meaning assigned in Section 2.03 hereof, and is generally expected to include the personal property described on Exhibit A attached hereto. "Event of Default"means one or more events of default as defined in Section 7.01 hereof. "Event of Nonappropriation" means any failure by the Governing Board to adopt, by the first day of any Fiscal Year, a budget for the Lessee that includes an appropriation for Required Payments, or the Governing Board's amendment of an annual budget to remove an appropriation for Required Payments,in each case, as contemplated by Section 3.05 hereof. "Fiscal Year"means the Lessee's fiscal year beginning October 1 or such other fiscal year as the Lessee may later lawfully establish. "Governing Board" means the City Council of the City of Edgewater, Florida of the Lessee as from time to time constituted. "Lessee"means the City of Edgewater, Florida. "Lessee Representative" means the Lessee's finance officer, investment officer or such other person or persons at the time designated, by a written certificate in the form of Exhibit D attached hereto furnished to BB&T and signed on the Lessee's behalf by the presiding officer of the Governing Board, to act on the Lessee's behalf for any purpose (or any specified purpose) under this Agreement. "Net Proceeds," when used with respect to any amounts derived from claims made on account of insurance coverages required under this Agreement,any condemnation award arising out of the condemnation of all or any portion of the Equipment, or any amounts received in lieu or in settlement of any of the foregoing, means the amount remaining after deducting from the gross proceeds thereof all expenses (including attorneys' fees and costs) incurred in the collection of such proceeds, and after reimbursement to the Lessee or BB&T for amounts previously expended to remedy the event giving rise to such payment or proceeds. 2 "Prime Rate" means the interest rate so denominated and set by Branch Banking & Trust Company of North Carolina (whether or not such bank, or any affiliate thereof, is at any time the counterparty to this Agreement) as its "Prime Rate,"as in effect from time to time. "Project Costs" means all costs of the acquiring, installing and equipping of the Equipment as determined in accordance with generally accepted accounting principles and that will not adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Base Payments payable by the Lessee under this Agreement, including (a) sums required to reimburse the Lessee or its agents for advances made for any such costs, (b) interest during the period of the acquisition, installation and equipping of the Equipment and for up to six months thereafter, and (c) all costs related to the financing of the Equipment through this Agreement and all related transactions. "Project Funds"has the meaning assigned in Section 2.02 herein. "Required Payments"means Base Payments and Additional Payments. "Security Property"means the Equipment and all amounts on deposit from time to time in the Project Fund. "State"means the State of Florida. "UCC"' means the Uniform Commercial Code or any successor law as in effect from time to time in the State. All references in this Agreement to designated "Sections" and other subdivisions are to the designated sections and other subdivisions of this Agreement. The words "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision unless the context indicates otherwise. Words importing the singular number shall include the plural number and vice versa. ARTICLE H LEASE; ADVANCE; SECURITY Section 2.01. Lease. BB&T hereby leases to the Lessee, and the Lessee hereby leases from BB&T, the Equipment, for a term beginning on the Closing Date and ending upon final payment of all Required Payments, unless this Agreement is earlier terminated as provided herein. The Lessee shall be entitled to possession of all property constituting any portion of the Equipment and may retain possession of all property constituting any portion of the Equipment so long as no Event of Default is continuing under this Agreement and no Event of Nonappropriation has occurred. Section 2.02. Advance. BB&T shall advance $620,000.00 (the "Amount Advanced"), less Costs of Issuance in the amount of$25,449,.00, to the Lessee by making two deposits totaling $594,551.00 as provided in Article IV herein, and the Lessee hereby accepts the Amount Advanced from BB&T. Costs of Issance will be wired out at closing per the provided closing instructions. 3 Section 2.03. RESERVED. Section 2.04. Lessee's Limited Obligation. (a) No provision of this Agreement shall be construed or interpreted as creating a pledge of the Lessee's full faith, credit or taxing power within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as an improper delegation of governmental powers or as a donation or a lending of the Lessee's credit within the meaning of the State constitution.No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the Lessee's moneys (other than the funds held under this Agreement), nor shall any provision of this Agreement restrict the future issuance of any of the Lessee's bonds or obligations payable from any class or source of the Lessee's moneys (except to the extent this Agreement restricts the incurrence of additional obligations secured by the Security Property). (b) Nothing in this Section is intended to impair or prohibit execution on the Security Property if the Required Payments are not paid when due or otherwise upon the occurrence of an Event of Default under this Agreement. Section 2.05. Lessee's Continuing Obligations. Except for an Event of Nonappropriation as described in Section 3.05 hereof, the Lessee shall remain liable for full performance of all its covenants under this Agreement (subject to the limitations described in Section 2.04 hereof), including payment of all Required Payments, notwithstanding the occurrence of any event or circumstances whatsoever,including any of the following: (a) BB&T's waiver of any right granted or remedy available to it; (b) The forbearance or extension of time for payment or performance of any obligation under this Agreement, whether granted to the Lessee, a subsequent owner of the Equipment or any other person; (c) The release of all or part of the Security Property or the release of any party who assumes all or any part of such performance; (d) Any act or omission by BB&T (but this provision does not relieve BB&T of any of its obligations under this Agreement); (e) The sale of all or any part of the Equipment; or (f) Another party's assumption of the Lessee's obligations under this Agreement. ARTICLE III LESSEE'S PAYMENT OBLIGATION AND RELATED MATTERS 4 Section 3.01. Rental; Purchase Option. (a) As rental for the Equipment, the Lessee shall make Base Payments to BB&T in lawful money of the United States at the times and in the amounts set forth in Exhibits B-1 and B-2 attached hereto, except as otherwise provided in this Agreement. As indicated in Exhibits B-1 and B-2, the Base Payments reflect the repayment of the Amount Advanced and include designated interest components. (b) Upon payment of all the Base Payments and all Additional Payments, the Lessee may, at its option, purchase all of BB&T's interest in the Equipment, on an as-is, where-is basis, upon notice and payment to BB&T of the sum of Ten Dollars ($10.00). This option to purchase the Equipment is personal to the Lessee and is not assignable. Section 3.02. Additional Payments. The Lessee shall pay all Additional Payments on a timely basis directly to the person or entity to which such Additional Payments are owed in lawful money of the United States. Section 3.03. Prepayment. At its option at any time, the Lessee may prepay the outstanding principal component of the Amount Advanced (in whole but not in part), and thereby obtain ownership of all the Equipment free of this lease and BB&T's security interest in the Equipment,by paying(a) all Additional Payments then due and payable, (b) all interest accrued and unpaid to the prepayment date, and(c) 100% of the outstanding principal component of the Amount Advanced,in accordance with the provisions of Exhibits B-1 and B-2 attached hereto. Section 3.04. Late Payments. If the Lessee fails to pay any Base Payment when due,the Lessee shall pay additional interest on the principal component of the late Base Payment at an annual rate equal to the Prime Rate from the original due date. Section 3.05. Appropriations. (a) The Budget Officer shall include in the initial proposal for each of the Lessee's annual budgets the amount of all Base Payments and estimated Additional Payments coming due during the Fiscal Year to which such budget applies. Notwithstanding that the Budget Officer includes such an appropriation for Required Payments in a proposed budget, the Governing Board may determine not to include such an appropriation in the Lessee's final budget for such Fiscal Year. (b) The Budget Officer shall deliver notification to BB&T within 15 days after the adoption of the annual budget if an amount equal to the Base Payments and estimated Additional Payments coming due during the next Fiscal Year has not been appropriated by the Lessee in such budget for such purposes. (c) The actions required of the Lessee and its officers and/or officials pursuant to this Section shall be deemed to be and shall be construed to be in fulfillment of ministerial duties, and it shall be the duty of each and every Lessee officer and/or official to take such action and do such 5 things as are required by law in the performance of the official duty of such officers and/or officials to enable the Lessee to carry out and perform the actions required pursuant to this Section and the remainder of this Agreement to be carried out and performed by the Lessee. (d) Subject to its right of nonappropriation, the Lessee currently believes that it can obtain funds sufficient to pay all Required Payments when due. (e) Notwithstanding any other provision of the Agreement to the contrary, if the Lessee fails to appropriate funds to pay the Required Payments for the next Fiscal Year to continue leasing of the Equipment,this Agreement shall terminate,shall create no further obligation of the Lessee as to subsequent Fiscal Years and shall be null and void. In such Event of Nonappropriation, the Lessee shall notify BB&T at least twenty(20) days prior to the end of the then current Fiscal Year. The Lessee shall not, in this sole event, be obligated to make any Required Payments beyond the end of such Fiscal Year. The happening of such occurrence shall be conclusively presumed from the Lessee's notification of BB&T or BB&T's assignee of such occurrence. In such Event of Nonappropriation, this Agreement shall terminate on the last day of the Fiscal Year for which appropriations were received without penalty or expense to the Lessee of any kind whatsoever. Subsequent to such termination of this Agreement,the Lessee shall have no continuing obligation to make Required Payments under this Agreement. No right of action or damages shall accrue to the benefit of BB&T or its assignee as to that portion of this Agreement which may so terminate. The provisions of this paragraph shall remain in full force and effect notwithstanding the failure of any party to comply with any provision of this Agreement and whether or not the Lessee is in default under this Agreement. The Lessee agrees to surrender possession of the Equipment to BB&T or its assignee on the date of such termination. BB&T shall have all the rights and remedies to take possession of the Equipment and to sell, lease, or otherwise dispose of the Equipment as its own property without liability to the Lessee. Section 3.06. No Abatement. There shall be no abatement or reduction of the Required Payments for any reason, including, but not limited to, any defense, recoupment, setoff, counterclaim, or any claim (real or imaginary) arising out of or related to the Equipment, except as expressly provided in this Agreement. The Lessee assumes and shall bear the entire risk of loss and damage to the Equipment from any cause whatsoever. The Required Payments shall be made in all events unless the Lessee's obligation to make Required Payments is terminated as otherwise provided in this Agreement. Section 3.07. Interest Rate and Payment Adjustment. (a)"Rate Adjustment Event" means (i) any action by the Internal Revenue Service (including the delivery of a deficiency notice) or any other federal court or administrative body determining, or(ii)receipt by BB&T of an opinion of nationally recognized bond counsel to the effect, (A) that the interest component of Base Payments, or any portion thereof,is includable in any beneficiary's gross income for federal income tax purposes or(B)that the Lessee's obligations under this Agreement are not"qualified tax-exempt obligations"within the meaning of Code Section 265 (a"265 Event"). (b) Upon any Rate Adjustment Event, (i) the unpaid principal portion of the Amount Advanced shall continue to be payable on dates and in amounts as set forth in Exhibit B,but(ii)the interest components of the Base Payments shall be recalculated, at an interest rate equal to an 6 annualized interest rate equal to the Prime Rate plus 2% (200 basis points), to the date (retroactively, if need be) determined pursuant to the Rate Adjustment Event to be the date interest became includable in any beneficiary's gross income for federal income tax purposes (or in the case of a 265 Event,retroactively to the Closing Date). (c) The Lessee shall pay interest at such adjusted rate (subject to credit for interest previously paid) to each affected beneficiary, notwithstanding the fact that any particular beneficiary may not necessarily be a beneficiary to this Agreement on the date of a Rate Adjustment Event. The Lessee shall additionally pay to all affected counterparties any interest, penalties or other charges assessed against or payable by such beneficiary and attributable to a Rate Adjustment Event notwithstanding the prior repayment of the entire Amount Advanced or any transfer to another beneficiary. [Note: delete this Section 3.07 for taxable transactions] ARTICLE IV PROJECT FUNDS Section 4.01. Proiect Funds.Pursuant to Section 2.02, on the Closing Date,BB&T shall deposit $594,551.00 into two Project Funds, which shall be special accounts of the Lessee at Branch Banking and Trust Company to be designated "2019-00007 City of Edgewater, FL Project Fund ($504,995.00 will be deposited to this account) and 2019-00008 City of Edgwater, FL Project Fund ($89,556.00 will be deposited to this account)". The Project Funds shall be held separate and apart from all other funds or accounts of the Lessee. The Project Funds are the Lessee's property,but the Lessee may withdraw amounts on deposit in the Project Funds only as provided herein and only for application from time to time to the payment of Project Costs or otherwise as permitted by Section 4.03 hereof. Pending such application, such amounts shall be subject to a lien and charge in favor of BB&T to secure the Lessee's obligations hereunder. Section 4.02. Requisitions from Proiect Funds. The Lessee may withdraw funds from the Project Funds only after authorization from BB&T. BB&T shall authorize the disbursement of funds from the Project Funds only to the Lessee and only upon its receipt of one or more written requisitions in the form set forth in Exhibits C-1 and C-2 attached hereto signed by a Lessee Representative. The Lessee shall submit its signed requisitions in pdf format by electronic transmission at the email address contained in the requisition form. Upon receipt of a requisition from the Lessee, BB&T shall undertake such review of the matters referred to in such requisition as it shall deem appropriate, and within seven(7)Business Days after such receipt shall notify the Lessee if it does not approve the requisition with the reasons for its disapproval. BB&T has no obligation to make a review and any review by BB&T is only for BB&T's benefit. BB&T shall not unreasonably withhold payment of any requisition. Section 4.03. Disposition of Project Funds Balance. (a) Promptly after the acquisition of the Equipment, and when the Lessee has withdrawn from the Project Funds all of the funds needed to acquire the Equipment, the Lessee shall deliver to BB&T a written certificate of completion executed by a Lessee Representative stating that (i) the Equipment has been acquired, (ii) there are no mechanic's or other liens against the Equipment for labor or materials furnished in connection with the acquisition of the Equipment, and (iii) no further funds will be requisitioned from the Project Funds to pay Project Costs. BB&T may then withdraw any 7 balance remaining in the Project Funds (and not required to be retained to pay Project Costs incurred but not yet paid) and apply such amount as provided in subsection(d) of this Section. (b) Upon the occurrence of an Event of Default, BB&T may withdraw any balance remaining in the Project Funds and apply such amount as provided in subsection (d) of this Section. (c) If(i) more than three years have elapsed from the Closing Date or (ii) at least six months have elapsed from BB&T's most recent receipt of a requisition for Project Costs, then BB&T,upon 30 days' notice from BB&T to the Lessee, may withdraw any balance remaining in the Project Funds and apply such amount as provided in subsection(d) of this Section. (d) BB&T may apply any amounts withdrawn from the Project Funds pursuant to this Section in the following order: (i)to the payment of any Additional Payments then due to BB&T under this Agreement, (ii)to the payment of any interest accrued to the Project Funds disposition date that is then due and payable, (iii) to the payment of any principal amount then due and payable, (iv) to the prepayment of principal and accrued interest in accordance with the prepayment provisions of this Agreement, and (v) to the payment of future Base Payments in inverse order of maturity;provided,however,that(1) at the option of BB&T,BB&T may deliver funds held in the Project Funds to the Lessee to be applied to additional Project Costs or future debt service payments, and (2) in no event will BB&T apply any funds in the manner set forth herein if it is advised in an opinion of bond counsel provided by the Lessee that such a use of funds could adversely affect the exclusion from gross income for federal income tax purposes of the interest component of Base Payments. Any prepayment pursuant to this Section shall not affect any other Lessee payment obligation hereunder. BB&T shall notify the Lessee of any withdrawal from the Project Funds made under this Section, and in the notice shall describe its application of the funds so withdrawn. Section 4.04. Investment. (a) The Lessee and BB&T agree that money in the Project Funds will be continuously invested and reinvested in a public funds money rate savings account, as directed by BB&T. (b) From and after the date that is three years from the Closing Date, the Lessee and BB&T agree that money in the Project Funds will not be invested at a "yield," as determined under the Code,in excess of the "yield"on the Lessee's obligations under this Agreement,unless the Lessee has supplied BB&T with an opinion of bond counsel to the effect that such investment will not adversely affect the exclusion from gross income for federal income tax purposes to which the interest components of Base Payments would otherwise be entitled. (c) Investment obligations acquired with money in the Project Funds shall be deemed at all times to be part of the Project Funds. The interest accruing thereon and any profit or loss realized upon the disposition or maturity of any such investment shall be credited to or charged against the Project Funds. (d) All earnings on moneys in the Project Funds shall be used for Project Costs or otherwise applied in accordance with Section 4.03 hereof. 8 ARTICLE V LESSEE'S COVENANTS,REPRESENTATIONS AND WARRANTIES Section 5.01. [Reserved] Section 5.02. Covenant as to Tax Exemption. (a) The Lessee covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income for federal income taxation purposes of the interest portion of the obligation created by this Agreement under Section 103 of the Code. In particular,the Lessee covenants that it will not directly or indirectly use or permit the use of any proceeds of any fund created under this Agreement, any funds of the Lessee or any property financed or refinanced with funds provided to the Lessee under this Agreement, or otherwise take or omit to take any action, that would cause the obligation created by this Agreement to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or a "private activity bond" under Section 141 of the Code. The Lessee will maintain books on which will be recorded (i) BB&T or (ii) any assignee of the Base Payments due under this Agreement, as the registered owner of such Base Payments. To that end, the Lessee has executed the Use of Proceeds Certificate dated as of the date hereof (the "Use of Proceeds Certificate") and will comply with all requirements of Section 141 and Section 148 of the Code to the extent applicable. (b) The Lessee hereby represents and warrants that its representations and warranties in the Use of Proceeds Certificate with respect to its investment and use of funds provided under this Agreement, and its use of any property financed or refinanced with funds provided under this Agreement, are true, correct and complete. (c) Without limiting the generality of the foregoing,the Lessee agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the obligation created by this Agreement from time to time. This covenant shall survive the termination of this Agreement. (d)Notwithstanding any provision of this Section, if the Lessee shall provide to BB&T a Bond Counsel Opinion to the effect that any action required under this Section or the Use of Proceeds Certificate is no longer required, or to the effect that some further action is required,to maintain the exclusion from gross income of the interest on the obligation created by this Agreement pursuant to Section 103 of the Code, the Lessee and BB&T may rely conclusively on such opinion in complying with the provisions thereof. (e) To the extent permitted by law,the Lessee hereby designates and authorizes BB&T and its employees as its agents and attorneys-in-fact of the Lessee for the purpose of preparing and filing with the IRS a form 8038 (or other form required under Section 149(e) of the Code)with respect to this Agreement. (f) The Lessee acknowledges that its personnel must be familiar with the arbitrage rebate rules because the tax-exempt status of the interest on the Base Payments depends upon 9 continuing compliance with such rules. The Lessee therefore covenants to take all reasonable action to assure that Lessee personnel responsible for the investment of and accounting for financing proceeds comply with such rules. (g) The Lessee represents that the aggregate face amount of all tax-exempt obligations issued by the Lessee during the current calendar year does not, and will not, exceed $10,000,000. The Lessee also represents that it has designated each of the Base Payments under this Agreement as a "qualified tax-exempt obligation" for the purposes of the Code. [Note: remove this paragraph if transaction is not bank qualified and in taxable transactions] Section 5.03. Validity of Organization and Acts. The Lessee is validly organized and existing under State law, has full power to enter into this Agreement and has duly authorized and has obtained all required approvals and all other necessary acts required prior to the execution and delivery of this Agreement. This Agreement is a valid,legal and binding obligation of the Lessee. Section 5.04. Maintenance of Existence. The Lessee shall maintain its existence, shall continue to be a local governmental unit of the State,validly organized and existing under State law, and shall not consolidate with or merge into another local governmental unit of the State, or permit one or more other local governmental units of the State to consolidate with or merge into it, unless the local governmental unit thereby resulting assumes the Lessee's obligations under this Agreement. Section 5.05. Acquisition of Permits and Approvals. All permits,consents, approvals or authorizations of all governmental entities and regulatory bodies, and all filings and notices required on the Lessee's part to have been obtained or completed as of today in connection with the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the acquisition, installation and equipping of the Equipment have been obtained and are in full force and effect, and there is no reason why any future required permits,consents, approvals, authorizations or orders cannot be obtained as needed. Section 5.06. No Breach of Law or Contract. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, (a) to the best of the Lessee's knowledge, constitutes a violation of any provision of law governing the Lessee or (b) results in a breach of the terms, conditions or provisions of any contract,agreement or instrument or order,rule or regulation to which the Lessee is a party or by which the Lessee is bound. Section 5.07. No Litigation. There is no litigation or any governmental administrative proceeding to which the Lessee (or any official thereof in an official capacity) is a party that is pending or, to the best of the Lessee's knowledge after reasonable investigation, threatened with respect to (a) the Lessee's organization or existence, (b) its authority to execute and deliver this Agreement or to comply with the terms of this Agreement, (c)the validity or enforceability of this Agreement or the transactions contemplated by this Agreement, (d) the title to office of any Governing Board member or any other Lessee officer or official, (e) any authority or proceedings relating to the Lessee's execution or delivery of this Agreement, or (f) the undertaking of the transactions contemplated by this Agreement. 10 Section 5.08. No Current Default or Violation. (a) The Lessee is not in violation of any existing law, rule or regulation applicable to it, (b) the Lessee is not in default under any contract, other agreement, order,judgment, decree or other instrument or restriction of any kind to which the Lessee is a parry or by which it is bound or to which any of its assets are subject, including this Agreement, and (c) no event or condition has happened or existed, or is happening or existing, under the provisions of any such instrument, including this Agreement,which constitutes or which, with notice or lapse of time, or both,would constitute an event of default hereunder or thereunder. Section 5.09. No Misrepresentation. No representation, covenant or warranty by the Lessee in this Agreement is false or misleading in any material respect. Section 5.10. Environmental Warranties. (a) The Lessee warrants and represents to BB&T that, to the best of the Lessee's knowledge after thorough investigation, the Equipment is not now and has not ever been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer,produce or process Hazardous Materials (defined below). (b) The Lessee covenants that the Equipment shall be kept free of Hazardous Materials and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in connection with the normal maintenance and operation of the Equipment, and the Lessee shall not cause or permit, as a result of any intentional or unintentional act or omission on the part of the Lessee or any lessee, the release of Hazardous Materials onto the Equipment or suffer the presence of Hazardous Materials on the Equipment, except in connection with the normal maintenance and operation of the Equipment. (c) The Lessee shall comply with, and ensure compliance by all users and lessees with, all applicable federal, State and local laws, ordinances,rules and regulations with respect to Hazardous Materials and shall keep the Equipment free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations. If the Lessee receives any notices from any governmental agency or any lessee with regard to Hazardous Materials on, from or affecting the Equipment, the Lessee shall immediately notify BB&T. The Lessee shall conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials, on, from or affecting the Equipment in accordance with all applicable federal, State and local laws, ordinances, rules, regulations and policies and to BB&T's satisfaction. (d) "Hazardous Materials" means any explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos or any materials containing asbestos, or any other substance or material as defined by any federal, State or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. sections 9601 et seg.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 11 U.S.C. sections 9601 et sec.), and the regulations adopted and publications promulgated pursuant thereto. (e) To the extent permitted by law,the Lessee shall indemnify and hold BB&T harmless from and against (i) any and all damages, penalties, fines, claims, liens, suits, liabilities, costs (including clean-up costs), judgments and expenses (including attorneys', consultants' or experts' fees and expenses) of every kind and nature suffered by or asserted against BB&T as a direct or indirect result of any warranty or representation made by the Lessee in subsections (a) through (c) above being false or untrue in any material respect, or(ii)any requirement under any law,regulation or ordinance, local, State or federal, which requires the elimination or removal of any hazardous materials, substances, wastes or other environmentally regulated substances by BB&T or the Lessee or any transferee or assignee BB&T or the Lessee. (f) The Lessee's obligations under this Section shall continue in full force and effect notwithstanding full payment of the Required Payments or execution on the security interests created under this Agreement. Section 5.11. Further Instruments. Upon BB&T's request, the Lessee shall execute, acknowledge and deliver such further instruments reasonably necessary or desired by BB&T to carry out the purposes of this Agreement or any other document related to the transactions contemplated by this Agreement, and subject to the liens and security interests hereof and thereof all or any part of the Security Property intended to be given or conveyed hereunder or thereunder, whether now given or conveyed or acquired and conveyed subsequent to the date of this Agreement. Section 5.12. BB&T's Advances for Performance of Lessee's Obliizations. If the Lessee fails to perform any of its obligations under this Agreement,BB&T is hereby authorized,but not obligated, to perform such obligation or cause it to be performed. All expenditures incurred by BB&T (including any advancement of funds for payment of taxes, insurance premiums or other costs of maintaining the Equipment, and any associated legal or other expenses, together with interest at the Prime Rate), shall be secured as Additional Payments under this Agreement. The Lessee promises to pay all such amounts to BB&T immediately upon demand. Section 5.13. Equipment Will Be Used and Useful. The acquisition, installation and equipping of the Equipment is necessary and expedient for the Lessee, and will perform essential functions of the Lessee appropriate for units of local government. The Lessee has an immediate need for, and expects to make immediate use of, all of the Equipment, and does not expect such need or use to diminish in any material respect during the term of the Agreement. The Equipment will not be used in any private business or put to any private business use. Section 5.14. Financial Information. (a) The Lessee shall send to BB&T a copy of the Lessee's audited financial statements for each Fiscal Year within 30 days of the Lessee's acceptance of such statements, but in any event within 270 days of the completion of such Fiscal Year. 12 (b) The Lessee shall furnish BB&T, at such reasonable times as BB&T shall request, all other financial information (including, without limitation, the Lessee's annual budget as submitted or approved) as BB&T may reasonably request. The Lessee shall permit BB&T or its agents and representatives to inspect the Lessee's books and records and make extracts therefrom. Section 5.15. Taxes and Other Governmental Charles. The Lessee shall pay, as Additional Payments, the full amount of all taxes, assessments and other governmental charges lawfully made by any governmental body during the term of this Agreement. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Lessee shall be obligated to provide for Additional Payments only for such installments as are required to be paid during the Agreement term. The Lessee shall not allow any liens for taxes, assessments or governmental charges with respect to the Equipment or any portion thereof to become delinquent(including, without limitation, any taxes levied upon the Equipment or any portion thereof which, if not paid, will become a charge on any interest in the Equipment, including BB&T's interest, or the rentals and revenues derived therefrom or hereunder). Section 5.16. Lessee's Insurance. (a) The Lessee shall, at its own expense, acquire, carry and maintain broad-form extended coverage property damage insurance with respect to all Equipment in an amount equal to the actual cash value of the Equipment. Such property damage insurance shall include BB&T as loss payee. Any Net Proceeds of the insurance required by this subsection (a) shall be payable as provided in Section 6.15 hereof. (b) The Lessee shall, at its own expense, acquire, carry and maintain comprehensive general liability insurance (and auto liability insurance, if applicable) in accordance with State statute or as customarily held by similar entities in the State. (c) The Lessee shall also maintain workers' compensation insurance issued by a responsible carrier authorized under State law to insure the Lessee against liability for compensation under applicable State law as in effect from time to time. (d) All insurance shall be maintained with generally recognized responsible insurers in accordance with State law and may carry reasonable deductible or risk-retention amounts. (e) BB&T shall not be responsible for the sufficiency or adequacy of any required insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by BB&T. (g) Upon request by BB&T, the Lessee shall deliver to BB&T a certificate stating that the risk coverages required by this Agreement are in effect, and stating the carriers,policy numbers, coverage limits and deductible or risk-retention amounts for all such coverages. ARTICLE VI THE EQUIPMENT 13 Section 6.01. Acquisition, Installation and Equipping. The Lessee shall comply with all provisions of law applicable to the acquisition of the Equipment, accept all portions of the Equipment when properly delivered, provide for the proper installation and equipping thereof and thereafter promptly place each such portion in service. Section 6.02. Changes in Location. The Lessee shall promptly inform BB&T if any component of the Equipment shall be moved from the location designated for such Equipment at the time of its acquisition. Section 6.03. Acquisition and Installation within Funds Available. The Lessee represents that, based upon its examination of the plans and specifications for the Equipment, estimated installation costs and the Equipment's anticipated configuration, the Equipment can be acquired and installed for a total price within the total amount of funds to be available therefor in the Project Funds, income anticipated to be derived from the investment thereof and other funds previously identified and designated for such purposes. If the total amount available for such purposes in the Project Funds shall be insufficient to pay the entire cost of acquiring and installing the Equipment, the Lessee promises to pay any such excess costs, with no resulting reduction or offset in the amounts otherwise payable by the Lessee under this Agreement. Section 6.04. Disclaimer of Warranties. The Lessee agrees that BB&T has not designed the Equipment,that BB&T has not supplied any plans or specifications with respect thereto and that BB&T (a) is not a manufacturer of,nor a dealer in, any of the component parts of the Equipment or similar equipment, (b) has not made any recommendation, given any advice nor taken any other action with respect to (i) the choice of any supplier, vendor or designer of, or any other contractor with respect to, the Equipment or any component part thereof or any property or rights relating thereto, or(ii) any action taken or to be taken with respect to the Equipment or any component part thereof or any property or rights relating thereto at any stage of the acquisition, installation and equipping thereof, (c) has not, at any time, had physical possession of the Equipment or any component part thereof or made any inspection thereof or of any property or rights relating thereto, and (d) has not made any warranty or other representation, express or implied, that the Equipment or any component part thereof or any property or rights relating thereto (i)will not result in or cause injury or damage to persons or property, (ii) has been or will be properly designed, or will accomplish the results which the Lessee intends therefor,or(iii)is safe in any manner or respect. BB&T MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO � THE EQUIPMENT OR ANY COMPONENT PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE MERCHANTABILITY OR THE FITNESS OR SUITABILITY THEREOF FOR ANY PURPOSE, and further including the design or condition thereof; the safety, quality or capacity thereof; compliance thereof with the requirements of any law, rule, specification or contract pertaining thereto; any latent defect; the Equipment's ability to perform any function; that the Amount Advanced will be sufficient to pay all costs of the acquisition and installation of the Equipment; or any other characteristic of the Equipment; it being agreed that the Lessee is to bear all risks relating to the Equipment, the installation thereof and the transactions contemplated by this Agreement, and the Lessee hereby waives the benefits of any and all implied warranties and representations of BB&T. 14 The provisions of this Section shall survive the Agreement's termination. Section 6.05. Richt of Entry and Inspection. BB&T and its representatives and agents shall have the right to enter upon the Lessee's property and inspect the Equipment from time to time, and the Lessee shall cause any vendor, contractor or sub-contractor to cooperate with BB&T and its representatives and agents during such inspections. No right of inspection or approval granted in this Section shall be deemed to impose upon BB&T any duty or obligation whatsoever to undertake any inspection or to make any approval. No inspection made or approval given by BB&T shall be deemed to impose upon BB&T any duty or obligation whatsoever to identify or correct any defects in the Equipment or to notify any person with respect thereto, and no liability shall be imposed upon BB&T, and no warranties (either express or implied) are made by BB&T as to the quality or fitness of any improvement, any such inspection and approval being made solely for BB&T's benefit. Section 6.06. Compliance with Requirements. (a) The Lessee shall cause the Equipment to be installed in a careful manner and in compliance with all applicable legal requirements. (b) The Lessee shall observe and comply promptly with all current and future requirements relating to the Equipment's use or condition imposed by(i) any judicial,governmental or regulatory body having jurisdiction over the Equipment or any portion thereof or (ii) any insurance company writing a policy covering the Equipment or any portion thereof, whether or not any such requirement shall necessitate structural changes or improvements or interfere with the use or enjoyment of the Equipment. (c) The Lessee shall obtain and maintain in effect all licenses and permits required for the Equipment's operation. (d) The Lessee shall in no event use the Equipment or any part thereof, nor allow the same to be used, for any unlawful purpose, or suffer any act to be done or any condition to exist with respect to the Equipment or any part thereof, nor any article to be brought thereon, which may be dangerous, unless safeguarded as required by law, or which may, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance then in force with respect thereto. Section 6.07. Use and Operation. The Lessee shall use and operate the Equipment and related property for its reasonably intended use or purpose and for no other purpose unless required by law. The Lessee shall be solely responsible for the Equipment's operation, and shall not contract with any other person or entity for the Equipment's operation. Section 6.08. Maintenance and Repairs; Additions. 15 (a) The Lessee shall keep the Equipment in good order and repair(reasonable wear and tear excepted) and in good operating condition, shall not commit or permit any waste or any other thing to occur whereby the value or usefulness of the Equipment might be impaired, and shall make from time to time all necessary or appropriate repairs,replacements and renewals. (b) The Lessee may, also at its own expense, make from time to time any additions, modifications or improvements to the Equipment that it may deem desirable for its governmental or proprietary purposes and that do not materially impair the effective use, nor materially decrease the value or substantially alter the intended use, of the Equipment. The Lessee shall do, or cause to be done, all such things as may be required by law in order fully to protect the security of and all BB&T's rights under this Agreement. (c) Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all the terms and conditions of this Agreement and included in the"Equipment"for the purposes of this Agreement. (d) Notwithstanding the provisions of subsection (c) of this Section, however, the Lessee may, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Equipment. All such property shall remain the Lessee's sole property in which BB&T shall have no interest; provided, however, that any such property which becomes permanently affixed to the Equipment shall be subject to the lien and security interest arising under this Agreement if BB&T shall reasonably determine that the Equipment would be damaged or impaired by the removal of such machinery, equipment or other tangible property. Section 6.09. Securi The Lessee shall take all reasonable steps necessary to safeguard the Equipment against theft. The security afforded the Equipment shall at all times be equal to or better than the security afforded the Lessee's personal property that is not subject to this Agreement, Section 6.10. Utilities. The Lessee shall pay all charges for utility services furnished to or used on or in connection with the Equipment, as may be applicable dependent upon the type of equipment. Section 6.11. Risk of Loss. The Lessee shall bear all risk of loss to the Equipment. Section 6.12. Condemnation. The Lessee shall immediately notify BB&T if any governmental authority shall institute, or shall notify the Lessee of any intent to institute, any action or proceeding for the taking of, or damages to, all or any part of the Equipment or any interest therein under the power of eminent domain,or if there shall be any damage to the Equipment due to governmental action,but not resulting in a taking of any portion of the Equipment. The Lessee shall file and prosecute its claims for any such awards or payments in good faith and with due diligence and cause the same to be collected and paid over to BB&T, and to the extent permitted by law hereby irrevocably authorizes and empowers BB&T, in the Lessee's name or otherwise, to collect and receipt for any such award or payment and to file and prosecute such claims. If the Lessee receives any Net Proceeds arising from any such action,the Lessee shall apply such Net Proceeds as provided in Section 6.15. 16 Section 6.13. Title. Title to the Equipment and any and all additions, repairs, replacements or modifications thereto shall at all times be in the Lessee, subject to the lien of this Agreement. Upon the Lessee's payment in full of all Required Payments, BB&T, at the Lessee's expense and request,shall cancel this Agreement. Section 6.14. No Encumbrance,Mortgage or Pledge of Equipment. (a) The Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics' and materialmen's liens), charge, encumbrance or other claim in the nature of a lien on or with respect to the Equipment. The Lessee shall promptly, at its own expense, take such action as may be duly necessary to discharge any such mortgage, pledge, lien,charge, encumbrance or claim not excepted above which it shall have created, incurred or suffered to exist. (b) The Lessee shall reimburse BB&T for any expense incurred by BB&T to discharge or remove any such mortgage, pledge, lien, security interest, encumbrance or claim, with interest thereon at the Prime Rate. Section 6.15. Damage and Destruction; Use of Net Proceeds. (a) The Lessee shall promptly notify BB&T if(i) the Equipment or any portion thereof is stolen or is destroyed or damaged by fire or other casualty, (ii) a material defect in the installation of the Equipment shall become apparent, or (iii) title to or the use of all or any portion of the Equipment shall be lost by reason of a defect in title. Each notice shall describe generally the nature and extent of such damage, destruction or taking. (b) The Lessee shall apply the Net Proceeds, (i) to the prompt completion, repair or restoration of the Equipment, (and pay any costs in excess of Net Proceeds, if necessary), or (ii) together with other available funds as may be necessary, to the prepayment of all outstanding Required Payments pursuant to Section 3.03. The Lessee shall promptly report to BB&T regarding the use of Net Proceeds. (c) Any repair,restoration,modification,improvement or replacement paid for in whole or in part out of Net Proceeds shall be the Lessee's property and shall be part of the Equipment. ARTICLE VII DEFAULTS AND REMEDIES; TERMINATION Section 7.01. Events of Default. An"Event of Default"is any of the following: (a) Except as provided in Section 7.04 hereof, the Lessee's failing to make any Base Payment when due. (b) The Lessee's breaching or failing to perform or observe any term, condition or covenant of this Agreement on its part to be observed or performed, other than as provided in 17 subsection(a) of this Section,including payment of any Additional Payment, for a period of 15 days after written notice specifying such failure and requesting that it be remedied shall have been given to the Lessee by BB&T,unless BB&T shall agree in writing to an extension of such time prior to its expiration. (c) The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law by or against the Lessee as a debtor, or the appointment of a receiver, custodian or similar officer for the Lessee or any of its property, and the failure of such proceedings or appointments to be vacated or fully stayed within 30 days after the institution or occurrence thereof. (d) Any warranty, representation or statement made by the Lessee in this Agreement is found to be incorrect or misleading in any material respect on the Closing Date (or, if later, on the date made). (e) Any lien, charge or encumbrance prior to the security interest created under Section 2.03 hereof, or affecting the validity of the Agreement, is found to exist, or proceedings are instituted against the Lessee to enforce any lien, charge or encumbrance against the Equipment and such lien, charge or encumbrance would be prior to the lien of this Agreement. Section 7.02. Remedies on Default. Upon the continuation of any Event of Default, BB&T may, without any further demand or notice, exercise any one or more of the following remedies: (a) Declare the unpaid principal components of the Base Payments immediately due and payable; (b) Proceed by appropriate court action to enforce the Lessee's performance of the applicable covenants of this Agreement or to recover for the breach thereof; (c) As provided in Article IV hereof, pay over any balance remaining in the Project Funds to be applied against outstanding Base Payments in any manner BB&T may reasonably deem appropriate; and (d) Avail itself of all available remedies under this Agreement, including execution as provided in Section 7.03 hereof, and,to the extent permitted by law,recovery of attorneys' fees and other expenses. Section 7.03. Execution on Personal Property. Upon the continuation of any Event of Default and in addition to all other remedies granted in this Agreement, BB&T shall have all the rights and remedies of a secured party under the UCC and may proceed to execute upon the Security Property. Section 7.04. Consequences of Nonappropriation.Upon an Event of Nonappropriation, the Lessee shall have no further obligation to pay Base Payments beyond the end of the Fiscal Year for which amounts have been appropriated for Base Payments. This Agreement shall terminate on the last day of the Fiscal Year for which amounts have been appropriated for Base Payments 18 without any penalty to the Lessee whatsoever. The Lessee agrees to peaceably surrender possession the Equipment to BB&T or its assignees on the first day of the Fiscal Year to which the Event of Nonappropriation applies,packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States as designated by BB&T. In addition, upon the occurrence of any Event of Nonappropriation, BB&T may, without any further demand or notice, take action with respect to the Lessee and the Equipment as contemplated in Section 7.05 hereof. i Section 7.05. Possession of Equipment. Upon the continuation of an Event of Default or the occurrence of an Event of Nonappropriation, the Lessee shall immediately lose the right to possess,use and enjoy the Equipment(but may remain in possession of the Equipment as a lessee at will of BB&T), and thereupon the Lessee (a) shall pay monthly in advance to BB&T a fair and reasonable rental value for the use and possession of the Equipment (in an amount BB&T shall determine in its reasonable judgment), and (b) upon BB&T's demand, shall deliver possession of the Equipment to BB&T or, at BB&T's direction, to any purchaser of the Equipment after an execution sale. In addition, upon the continuation of any Event of Default or the occurrence of an Event of Nonappropriation,BB&T,to the extent permitted by law,is hereby authorized to (i)take possession of the Equipment, with or without legal action, (ii) lease the Equipment, (iii) collect all rents and profits therefrom, with or without taking possession of the Equipment, and (iv) after deducting all costs of collection and administration expenses, apply the net rents and profits first to the payment of necessary maintenance and insurance costs, and then to the Lessee's account and in reduction of the Lessee's corresponding Required Payments in such fashion as BB&T shall reasonably deem appropriate. BB&T shall be liable to account only for rents and profits it actually receives. Section 7.06. No Remedy Exclusive; Delay Not Waiver. All remedies under this Agreement are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy. If any Event of Default shall occur and thereafter be waived by BB&T, such waiver shall be limited to the particular breach so waived and shall not be deemed a waiver of any other breach under this Agreement. Section 7.07. Payment of Costs and Attorney's Fees. If BB&T employs an attorney to assist in the enforcement or collection of Required Payments, or if BB&T voluntarily or otherwise shall become a party to any suit or legal proceeding (including a proceeding conducted under any state or federal bankruptcy or insolvency statute)to protect the Equipment,to protect the lien of this Agreement,to enforce collection of the Required Payments or to enforce compliance by the Lessee with any of the provisions of this Agreement, the Lessee, to the extent permitted by law, agrees to pay reasonable attorneys' fees and all of the costs that may reasonably be incurred (whether or not any suit or proceeding is commenced), and such fees and costs (together with interest at the Prime Rate)shall be secured as Required Payments. ARTICLE VIII WIRE TRANSFER REQUIREMENTS 19 In order to prevent unauthorized or fraudulent wire transfers through cyber fraud and other means, BB&T and the Lessee hereby agree to the provisions of this Article VIII. Section 8.01. Wire Transfer Requirements. In the event a wire transfer is made by BB&T to disburse funds as contemplated by this Agreement (a "Disbursement"), said wire transfer shall be delivered as directed in a written "Disbursement Authorization" provided to BB&T by a representative of the Lessee, subject to the terms and conditions set forth in this Article. For the purposes of this Article, a representative of the Lessee shall include employees and elected and/or appointed officials of the Lessee, bond counsel, the Lessee's legal counsel or the Lessee's financial advisor. Section 8.02. Verification Procedures. Prior to making any Disbursement pursuant to a Disbursement Authorization not delivered to BB&T in person by a representative of the Lessee, BB&T shall verify such Disbursement Authorization verbally via telephone communication with a representative of the Lessee. The Lessee shall ensure that a representative of the Lessee will provide such verification to BB&T. The Lessee shall not disclose, or allow to be disclosed, such BB&T verification procedures to any third party unless there is a legitimate business need to make such disclosure or such disclosure is required by law, and the Lessee accepts the risk of such third-party knowledge of the security procedures. If the Lessee has reason to believe that a security procedure has been obtained by or disclosed to an unauthorized person or learns of any unauthorized transfer or of any discrepancy in a transfer request,then the Lessee shall notify BB&T immediately. Section 8.03. Payee Identification. The Lessee is solely responsible for accurately identifying the wire transfer information contained in the Disbursement Authorization delivered to BB&T by a representative of the Lessee, including but not limited to the bank name and its ABA number, beneficiary's account name and account number and beneficiary's physical address, together with other information requested by BB&T (collectively, "Remittance Instructions"). If the Remittance Instructions describe a beneficiary inconsistently by name and account number, the Lessee acknowledges that BB&T may make payment on the basis of the account number alone, that BB&T is not obligated to detect such errors, and that the Lessee assumes the risk of any loss resulting therefrom. Section 8.04. Duty to Reconcile Written Confirmation. Upon request from a representative of the Lessee, BB&T shall use its best efforts to send a representative of the Lessee written confirmation of the Disbursement in the form of a reference number, beneficiary name and wire amount. A representative of the Lessee shall promptly review and reconcile the written confirmation of the Disbursement sent by BB&T, and shall report to BB&T in writing, promptly, but in no event later than ten (10) Business Days after the date of such written confirmation, any unauthorized, erroneous, unreceived or improperly executed payment. BB&T and the Lessee agree that ten (10) Business Days is a reasonable time for the detection and reporting to BB&T of such information. After that time, all items on the written confirmation will be considered correct and the Lessee will be precluded from recovering from BB&T if such wire transfer identified in the written confirmation was actually made by BB&T. For the avoidance of doubt, any such writings can be provided electronically. 20 Section 8.05. Unauthorized Payments. Notwithstanding any other provision herein, if a Disbursement has been verified by a representative of the Lessee pursuant to Section 8.02, it shall be binding on the Lessee if BB&T acted in good faith in making such Disbursement. Section 8.06. Recordation. BB&T may record any telephone conversation between BB&T and a representative of the Lessee in order to reduce the risk of unauthorized or erroneous transfers. BB&T may retain such recordings for as long as BB&T may deem necessary. Section 8.07. RESERVED Section 8.08. Applicable Law. All wire transfer orders are governed by Article 4A of the UCC, except as any provisions thereof that may be and are modified by the terms hereof. If any part of the applicable wire transfer order involves the use of the Fedwire, the rights and obligations of BB&T and the Lessee regarding that wire transfer order are governed by Regulation J of the Federal Reserve Board. ARTICLE IX MISCELLANEOUS Section 9.01. Notices. (a) Any communication required or permitted by this Agreement must be in writing. (b) Any communication under this Agreement shall be sufficiently given and deemed given when delivered by hand, on the date shown on a certified mail receipt, or delivery receipt from a national commercial package delivery service or five days after being mailed by first-class mail,postage prepaid,if addressed as follows: (i) If to the Lessee, to City of Edgewater, Attention: , [address of Client]; or (ii) If to BB&T, to Branch Banking and Trust Company, 5130 Parkway Plaza Boulevard, Charlotte,North Carolina 28217,Attention: Governmental Finance. (c) Any addressee may designate additional or different addresses for communications by notice given under this Section to each of the others. Section 9.02. No Assignments by Lessee. The Lessee shall not sell or assign any interest in this Agreement. Section 9.03. Assignments by BB&T. BB&T may, at any time and from time to time, assign all or any part of its interest in the Security Property or this Agreement, including, without limitation, BB&T's rights to receive Required Payments. Any assignment made by BB&T or any subsequent assignee shall not purport to convey any greater interest or rights than those held by BB&T pursuant to this Agreement. 21 The Lessee agrees that this Agreement may become part of a pool of obligations at BB&T's or its assignee's option. BB&T or its assignees may assign or reassign all or any part of this Agreement, including the assignment or reassignment of any partial interest through the use of certificates evidencing participation interests in this Agreement. Notwithstanding the foregoing, no assignment or reassignment of BB&T's interest in the Equipment or this Agreement shall be effective unless and until the Lessee shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each such assignee. The Lessee further agrees that BB&T's interest in this Agreement may be assigned in whole or in part upon terms which provide in effect that the assignor or assignee will act as a collection and paying agent for any holders of certificates of participation in this Agreement, provided the Lessee receives a copy of such agency contract and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment and reassignment of such certificates of participation. The Lessee agrees to execute any document reasonably required in connection with any assignment. Any assignor must provide notice of any assignment to the Lessee, and the Lessee shall keep a complete and accurate record of all assignments as required by the Code. After the giving of any such notice, the Lessee shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgment shall in no way be deemed necessary to make the assignment effective. Section 9.04. Amendments. No term or provision of this Agreement may be amended, modified or waived without the prior written consent of the Lessee and BB&T. Section 9.05. Governing Law. The Lessee and BB&T intend that Florida State law shall govern this Agreement. Section 9.06. Liability of Officers and Agents. No officer, agent or employee of the Lessee shall be subject to any personal liability or accountability by reason of the execution of this Agreement or any other documents related to the transactions contemplated by this Agreement. Such officers or agents shall be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section shall not relieve an officer, agent or employee of the Lessee from the performance of any official duty provided by law. Section 9.07. Severability. If any provision of this Agreement shall be determined to be unenforceable,that shall not affect any other provision of this Agreement. Section 9.08. Non-Business Days. If the date for making any payment or the last day for performance of any act or the exercising of any right shall not be a Business Day, such payment shall be made or act performed or right exercised on or before the next preceding Business Day. 22 Section 9.09. Entire Agreement. This Agreement constitutes the Lessee's entire agreement with respect to the general subject matter covered by this Agreement. Section 9.10. Binding Effect. Subject to the specific provisions of this Agreement, and in particular, Section 9.03 hereof,this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. [Remainder of Page Left Blank] 23 IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement by duly authorized officers, all as of the date first above written. (SEAL) Attest: Y DGE A Y' - By: Printed Name: �2 � SiuL Printe %mss Title: n /f Title: 7"Ow BRANCH BANKING AND TRUST COMPANY By: Printed Name: Title: [Lease Agreement dated December 4, 2019, between the City of Edgewater, Florida, and Branch Banking and Trust Company] 24 IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement by duly authorized officers, all as of the date first above written. (SEAL) Attest: *- y— Pr A r PrintedName: �',,.� � ,, s � d1`S Title: cil t6tt-/ f7�,4,Q Title: MOOSr BRANCH BANKING AND TRUST COMPANY By: Printed,Name. Title: Sf r s L V b 6- l'dclf- [Lease Agreement dated December 4, 2019, between the City of Edgewater,Florida, and Branch Banking and Trust Company] 24 EXHIBIT A -- PROJECT AND EQUIPMENT DESCRIPTION 9909000243-00007— One(1)Fire Truck; 9909000243-00008 —Two (2) Patrol Vehicles; All as may be more particularly described in documentation submitted with requisitions pursuant to Article N herein. A-1 EXHIBIT B-1 -PAYMENT SCHEDULE City of Edgewater,FL Customer No.9909000243 NAICS 921140 One(1)Fire Truck Note No.00007 Dated Date 12/4/2019 Delivery Date 12/4/2019 Annual Period Debt Debt Ending Principal Coupon Interest Service Service Balance Value 12/4/2019 526,000 526,000 7/1/2020 28,000 2.450% 7,410.03 35,410.03 35,410.03 498,000 498,000 1/1/2021 6,100.50 6,100.50 498,000 498,000 7/1/2021 50,000 2.450% 6,100.50 56,100.50 62,201.00 448,000 448,000 1/1/2022 5,488.00 5,488.00 448,000 448,000 7/1/2022 51,000 2.450% 5,488.00 56,488.00 61,976.00 397,000 397,000 1/1/2023 4,863.25 4,863.25 397,000 397,000 7/1/2023 53,000 2.450% 4,863.25 57,863.25 62,726.50 344,000 344,000 1/1/2024 4,214.00 4,214.00 344,000 344,000 7/1/2024 54,000 2.450% 4,214.00 58,214.00 62,428.00 290,000 290,000 1/1/2025 3,552.50 3,552.50 290,000 290,000 7/1/2025 55,000 2.450% 3,552.50 58,552.50 62,105.00 235,000 235,000 1/1/2026 2,878.75 2,878.75 235,000 235,000 7/1/2026 57,000 2.450% 2,878.75 59,878.75 62,757.50 178,000 178,000 1/1/2027 2,180.50 2,180.50 178,000 178,000 7/1/2027 58,000 2.450% 2,180.50 60,180.50 62,361.00 120,000 120,000 1/1/2028 1,470.00 1,470.00 120,000 120,000 7/1/2028 59,000 2.450% 1,470.00 60,470.00 61,940.00 61,000 61,000 1/1/2029 747.25 747.25 61,000 61,000 7/1/2029 61,000 2.450% 747.25 61,747.25 62,494.50 526,000 70,399.53 596,399.53 596,399.53 B-1 EXHIBIT B-2 -PAYMENT SCHEDULE City of Edgewater,FL Customer No.9909000243 NAICS 921140 Patrol Vehicles Note No.00008 Dated Date 12/4/2019 Delivery Date 12/4/2019 Annual Period Debt Debt Ending Principal Coupon Interest Service Service Balance Value 12/4/2019 94,000 94,000 7/1/2020 11,000 2.380% 1,286.39 12,286.39 12,286.39 83,000 83,000 1/1/2021 987.70 987.70 83,000 83,000 7/1/2021 20,000 2.380% 987.70 20,987.70 21,975.40 63,000 63,000 1/1/2022 749.70 749.70 63,000 63,000 7/1/2022 21,000 2.380% 749.70 21,749.70 22,499.40 42,000 42,000 1/1/2023 499.80 499.80 42,000 42,000 7/1/2023 21,000 2.380% 499.80 21,499.80 21,999.60 21,000 21,000 1/1/2024 249.90 249.90 21,000 21,000 7/1/2024 21,000 2.380% 249.90 21,249.90 21,499.80 94,000 6,260.59 100,260.59 100,260.59 B-2 EXHIBIT C-1—FORM OF PROJECT FUND REQUISITION [TO BE PREPARED ON LESSEE'S LETTERHEAD FOR SUBNHSSION] PROJECT FUND REQUISITION [Date] Email requisitions to: GFProjectfwids@bbandt.com Requisition Team Branch Banking and Trust Company Direct Dial: (252) 296-0452 or(252)296-0653 RE: Request for disbursement of funds from the Project Fund related to Contract No. 9909000243-00007 with the City of Edgewater, dated December 4, 2019 To Whom It May Concern, Pursuant to the terms and conditions of the Lease Agreement dated as of December 4, 2019 (the "Agreement") between City of Edgewater (the "Lessee") and Branch Banking and Trust Company,the Lessee requests the disbursement of funds from the Project Fund established under the Agreement for the following Project Costs: This is requisition number from the Project Fund. Disbursements will be to the City of Edgewater. Amount: $ Attach copies of Certificates of Origin or Titles and applicable vendor invoices when submitting. Project Description: Fire Truck Location of Equipment/Project: To receive funds via wire transfer please include: ABA Routing Number: Account Number: Physical address of Lessee: City of Edgewater, [Address],Attention: The Lessee makes this requisition pursuant to the following representations: 1. The Lessee has appropriated in its current fiscal year funds sufficient to pay the Base Payments and estimated Additional Payments due in the current Fiscal Year. C-1 2. The purpose of this disbursement is for partial payment of the cost of the Project provided for under the Agreement referenced above. 3. The requested disbursement has not been subject to any previous requisition. 4. No notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable herein to any of the persons, firms or corporations named herein has been received, or if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been released or discharged or will be released or discharged upon payment of this requisition. 5. This requisition contains no items representing payment on account of any percentage entitled to be retained on the date of this requisition. 6. No Event of Default is continuing under the Agreement, and no event or condition is existing which, with notice or lapse of time or both, would become an Event of Default. 7. The Lessee shall allow BB&T to deliver and file, or cause to be filed, any Uniform Commercial Code financing statements with respect to the Project or portion of the Project that BB&T may request to evidence its security interest. 8. The Lessee has in place insurance on this portion of the Project that complies with the insurance provisions of the Agreement. 9. Each amount requested for payment in this requisition either (a) represents a reimbursement to the Lessee for a Project Cost expenditure previously made, and such reimbursement complies with the provisions of the Code (generally, an issuer may reimburse a prior expenditure out of tax-exempt bond proceeds if (i) the issuer has declared its "official intent" to reimburse the expenditure no later than 60 days after the date the expenditure is paid and(ii) the expenditure is being reimbursed no later than the end of the permitted "reimbursement period" of at least 18 months, and at most 3 years, from the date the expenditure was paid), or (b) will be used by the Lessee promptly upon the receipt of funds from BB&T to make payments for Project Costs to third parties described in this requisition. [Note: adjust for taxable transactions] Capitalized terms used in this requisition have the meanings ascribed in the Agreement. C-2 Attached is evidence that the amounts shown in this requisition are properly payable at this time, such as bills, receipts, invoices, architects' payment certifications or other appropriate documents. IF REQUEST IS FINAL REQUEST, CHECK HERE ❑. City of Edgewater By: Printed Name: Title: C-3 EXHIBIT C-2—FORM OF PROJECT FUND REQUISITION [TO BE PREPARED ON LESSEE'S LETTERHEAD FOR SUBMISSION] PROJECT FUND REQUISITION [Date] Email requisitions to. GFProjectfunds@bbandt.com Requisition Team Branch Banking and Trust Company Direct Dial: (252) 296-0452 or(252)296-0653 RE: Request for disbursement of funds from the Project Fund related to Contract No. 9909000243-00008 with the City of Edgewater, dated December 4, 2019 To Whom It May Concern, Pursuant to the terms and conditions of the Lease Agreement dated as of December 4, 2019 (the "Agreement") between City of Edgewater (the "Lessee") and Branch Banking and Trust Company, the Lessee requests the disbursement of funds from the Project Fund established under the Agreement for the following Project Costs: This is requisition number from the Project Fund. Disbursements will be to the City of Edgewater. Amount: $ Attach copies of Certificates of Origin or Titles and applicable vendor invoices when submitting. Project Description: Patrol Vehicles Location of Equipment/Project: To receive funds via wire transfer please include: ABA Routing Number: Account Number: Physical address of Lessee: City of Edgewater, [Address],Attention: The Lessee makes this requisition pursuant to the following representations: 10. The Lessee has appropriated in its current fiscal year funds sufficient to pay the Base Payments and estimated Additional Payments due in the current Fiscal Year. D-1 11. The purpose of this disbursement is for partial payment of the cost of the Project provided for under the Agreement referenced above. 12. The requested disbursement has not been subject to any previous requisition. 13. No notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable herein to any of the persons, firms or corporations named herein has been received, or if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been released or discharged or will be released or discharged upon payment of this requisition. 14. This requisition contains no items representing payment on account of any percentage entitled to be retained on the date of this requisition. 15. No Event of Default is continuing under the Agreement, and no event or condition is existing which, with notice or lapse of time or both, would become an Event of Default. 16. The Lessee shall allow BB&T to deliver and file, or cause to be filed, any Uniform Commercial Code financing statements with respect to the Project or portion of the Project that BB&T may request to evidence its security interest. 17. The Lessee has in place insurance on this portion of the Project that complies with the insurance provisions of the Agreement. 18. Each amount requested for payment in this requisition either (a) represents a reimbursement to the Lessee for a Project Cost expenditure previously made, and such reimbursement complies with the provisions of the Code (generally, an issuer may reimburse a prior expenditure out of tax-exempt bond proceeds if (i) the issuer has declared its "official intent" to reimburse the expenditure no later than 60 days after the date the expenditure is paid and(ii) the expenditure is being reimbursed no later than the end of the permitted "reimbursement period" of at least 18 months, and at most 3 years, from the date the expenditure was paid), or (b) will be used by the Lessee promptly upon the receipt of funds from BB&T to make payments for Project Costs to third parties described in this requisition. [Note: adjust for taxable transactions] Capitalized terms used in this requisition have the meanings ascribed in the Agreement. D-2 Attached is evidence that the amounts shown in this requisition are properly payable at this time, such as bills, receipts, invoices, architects' payment certifications or other appropriate documents. IF REQUEST IS FINAL REQUEST, CHECK HERE ❑. City of Edgewater By: Printed Name: Title: D-3 EXHIBIT D—FORM OF CERTIFICATE DESIGNATING LESSEE REPRESENTATIVES In accordance with the terms of the Lease Agreement dated December 4, 2019 (the "Agreement") between the City of Edgewater, Florida (the "Lessee") and Branch Banking and Trust Company (`BB&T"), the Lessee designates the following persons as Lessee Representatives authorized to sign requisitions to withdraw funds from the Project Fund account (as such terms are defined in the Agreement): Printed Name: Signature: The Lessee may designate additional Lessee Representatives to sign requisitions upon written notification to BB&T. City of Edgewater Name: Title: D-4 OH-ordinance CLOSING CERTIFICATE The undersigned officers of CITY OF EDGEWATER, FLORIDA (the "Lessee")hereby certify as follows: 1. The Lessee's governing board (the "Board") adopted the attached resolution (the "Resolution"), authorizing and providing for a lease purchase financing with Branch Banking and Trust Company (`BB&T"). The Resolution was duly adopted at a meeting duly called and held at which a quorum was present and acting throughout. The Resolution has not been repealed,revoked, rescinded or amended, but remains in full effect as of today. A current copy of the Board's regular meeting schedule was on file with the Clerk for at least seven days prior to the date of the meeting. 2. The signatures set forth below are the true and genuine signatures of the persons holding the indicated offices. The indicated persons have held such offices at all times since the Resolution was adopted. Printed Name Title n re —A,t K 7kva S Mayor Finance Director 3. The Lessee has duly authorized, executed and delivered the Lease Agreement (the "Lease Agreement") provided for by the Resolution. We have reviewed the Lessee's representations as set forth in the Lease Agreement, and all of such representations are correct and complete in all material respects as if made today. 4. The seal impressed below is the Lessee's official seal, and has been the Lessee's official seal since prior to the adoption of the Resolution. 5. Neither (a) the adoption of the Resolution, nor (b) the execution and delivery of the Lease Agreement or the consummation of the transactions contemplated by the Lease Agreement, nor (c) the fulfillment of or compliance with the terms and conditions of the Lease Agreement, constitutes on the Lessee's part a material breach or violation of any provision of any contract, lease, instrument or other agreement or any judgment, order or decree of any court or other governmental authority to which the Lessee is a party or by which the Lessee is bound. No event or condition has happened or existed, or is happening or existing, which, at this time, constitutes a material default or which, with notice or lapse of time or both, would constitute an event of default under any such contract, lease, instrument or other agreement or any such judgment, order or decree, that would in any event be likely to have a material adverse effect (a) on the Lessee's financial condition or (b) otherwise on the Lessee's ability to carry out its obligations under the Lease Agreement. 6. There is no litigation or any proceeding before any court or other governmental authority pending or, to the best of our knowledge after reasonable investigation, threatened against the Lessee (or any official thereof in an official capacity) with respect to (a) the Lessee's organization or existence, (b) the Lessee's authority to execute and deliver the Lease Agreement, to adopt the Resolution or to comply with the terms thereof, or (c) the title to office of any member of the Board or any other Lessee officer. To the best of our knowledge, there is no litigation pending or threatened against the Lessee or any other person or entity in any manner affecting or pertaining to the execution or delivery of the Lease Agreement or the transactions contemplated by the Lease Agreement and the Resolution, or that would be likely (if decided adversely to the Lessee) to have a material adverse effect (a) on the Lessee's financial condition or(b) otherwise on the Lessee's ability to carry out its obligations under the Lease Agreement. 7. There has been no material adverse change in the Lessee's financial condition since the date of the last annual financial statement of the Lessee provided to BB&T. q* WITNESS our signatures and the seal of the CITY OF EDGEWATER, FLORIDA, this of December,2019. (SEAL) By: Finance Ibirector RESOLUTION NO. 2019-R-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE ISSUANCE OF THAT CERTAIN CITY OF EDGEWATER, FLORIDA NON AD-VALOREM REVENUE NOTE, SERIES 2019,IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $625,000, TO LEASE FINANCE THE ACQUISITION BY THE CITY OF TWO POLICE PATROL VEHICLES AND A FIRE ENGINE; AUTHORIZING THE ISSUANCE AND SALE OF THE NOTE TO BRANCH BANKING AND TRUST COMPANY TO EVIDENCE SUCH LEASE FINANCING; PROVIDING THAT THE NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM NON AD-VALOREM REVENUES OF THE CITY AS PROVIDED HEREIN; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN NON-AD VALOREM REVENUES AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES FOR THE OWNER OF THE NOTE; DESIGNATING THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION WITHIN THE MEANING OF THE INTERNAL REVENUE CODE; DELEGATING AUTHORITY FOR THE MAYOR, THE CITY MANAGER AND THE CITY CLERK TO EXECUUTE AND DELIVER CERTAIN LEASE FINANCING DOCUMENTS AND OTHER CERTIFICATES IN CONNECTION WITH THE LEASE FINANCING CONTEMPLATED BY THIS RESOLUTION; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA,that: SECTION 1.AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of the Act(defined below). SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless otherwise expressly set forth herein: A. "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, Chapter 218, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law and this Resolution. B. "Bank"means Branch Banking and Trust Company. 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 C. "City" or"Issuer"means the City of Edgewater, Florida. D. "Clerk" means the City Clerk of the Issuer, or in the Clerk's absence or unavailability, a Deputy Clerk of the Issuer. E. "Code"means the,Internal Revenue Code of 1986, as amended, and any rules or regulations promulgated thereunder. F. "Council"means the City Council of the City of Edgewater. G. "Fiscal Year"means the fiscal year of the Issuer ending on each September 30. H. "Holder" or "Noteholder" means the registered owner of the Note. The Bank shall be the initial Holder. I. "Interest Rate Limit"means the interest rate limit under Section 215.84, Florida Statutes. J. "Mayor" means the Mayor of the Issuer, or in the Mayor's absence or unavailability, the Deputy Mayor, or such other person as may be duly authorized by the City Council to act on his or her behalf_ K. "Non-Ad Valorem Revenues" means all non-ad valorem revenues of the City, which are lawfully available to be used to pay debt service on amounts due under the Project Documents as the same shall become due, all as more particularly set forth in Section 7 hereof. L. "Note" means the Issuer's Non Ad-Valorem Revenue Note, Series 2019, in an aggregate amount of not to exceed $625,000 authorized by this Resolution. The Note may be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. M. "Paying Agent and Registrar" means such bank or trust company, within or without the State of Florida, which may be approved by the Council prior to the issuance of the Note,to be the agent of the Council for payment of the principal of and interest on the Note and for maintenance of the registration books of the Council with respect to the exchange and transfer of the Note; or,if no such bank or trust company is appointed,means the Clerk. N. "Pledged Revenues" means, collectively: (i) all of the proceeds of the Note pending the application thereof; and (ii)Non-Ad Valorem Revenues budgeted and appropriated as provided in this Resolution. O. "Project"means the acquisition and lease financing of two police patrol vehicles and one fire truck to be operated by the City, and includes the costs of issuance of such financing. P. "Project Documents" means this Resolution, the Note, all lease financing doclunents entered into in connection with the lease financing of the Project and any and all 2 4848-7432-I4I5.2 43699/0002 4812-8849-1949 v.4 JS34 agreements, documents, certificates and opinions executed and delivered in connection with the lease financing contemplated by this Resolution. Q. "Purchase Price"means the face amount of the Note. R. "Resolution" means this Resolution,pursuant to which the Note is authorized to be issued,including any supplements to or amendments of this Resolution. W. "State"means the State of Florida. SECTION 3.FINDINGS. It is hereby found, determined and declared as follows that: A. The financing of the Project is in the public interest. B. It is necessary, desirable and in the best interests of the Issuer and its inhabitants that the Project be undertaken and that the Note be issued to fund the Project, in order to obtain the benefits of the Project. The Project is appropriate to the needs and circumstances of, and shall serve a public purpose by advancing the economic prosperity, the public health, or the general welfare of the State and its people. The Issuer will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities and public services that will be necessary for the operation, repair and maintenance of the vehicles constituting the Project. C. The Note to be issued under this Resolution does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and is not subject to the provisions of any other law or charter relating to the authorization,issuance, or sale of bonds. The Note to be issued under the provisions of this Resolution is declared to be issued for an essential public and governmental purpose and,together with interest thereon and income therefrom, is exempted from all taxes, except those taxes imposed by Chapter 220, Florida statutes, on interest,income,or profits on debt obligations owned by corporations. D. The City has received the proposal attached hereto as Exhibit"A" from the Bank for terms related to its purchase of the Note and the City believes such proposal contains terms that are favorable to the City. Due to the immediate need for funds, prevailing market conditions, and the nature of the contemplated financing, it is hereby determined, based in part on the recommendation of its financial advisor,that it is in the best interests of the public and the City to negotiate the terms of a loan agreement with the Bank that provides the best overall terms of finance for the City. E. The principal of and interest on the Note shall be payable solely from the Pledged Revenues. Neither the City, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Note or any amounts due under the Project Documents and neither the Note nor the Project Documents shall constitute a lien upon the City, or upon any properties owned by or situated within the City except as provided herein with respect to the Pledged Revenues and as otherwise provided in the Project Documents. 3 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 F. The City has not and does not reasonably expect to issue (including issues "on behalf of" the City, as determined under Section 265(b)(3)(E) of the Code) tax-exempt obligations (excluding obligations of the City issued for the sole purpose of currently refunding the outstanding amount of an existing obligation) in excess of $10,000,000 aggregate face amount during the 2019 calendar year. G. Debt service on the Note will be payable from Pledged Revenues as provided herein. The Pledged Revenues will be sufficient to pay the principal and interest on the Note herein authorized, as the same becomes due, and to make all deposits required by this Resolution. No ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of the Note have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Note or to make any other payments provided for in this Resolution, and the Note shall not constitute a lien upon any property of the Issuer, except the Pledged Revenues and the leased vehicles constituting the Project. H. The Bank has offered to purchase the Note at the Purchase Price, at the interest rate set forth below,resulting in an average net interest cost rate less than the Interest Rate Limit. The Council hereby determines that it is in the best interest of the Issuer to accept the offer of the Bank to purchase the Note. Prior to the issuance of the Note, the Issuer shall receive from the Bank a Purchaser's Certificate, the form of which is attached hereto as Exhibit "B" and the Disclosure Letter containing the information required by Section 218.385(6), Florida Statutes, a form of which is attached hereto as Exhibit"C". 1. The Note will not be a "private activity bond" as defined in Section 141 of the Code. SECTION 4.RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Note authorized to be issued hereunder by the Holder, this resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holder. The covenants and agreements herein set forth to be performed by the Council and the Issuer shall be for the benefit,protection and security of the legal Holder of the Note. SECTION 5.AUTHORIZATION OF NOTE AND PROJECT. For the purpose of advancing funds to finance the costs of the Project, the Council does hereby authorize and approve of the following: A. the issuance of that certain "City of Edgewater, Florida Non Ad-Valorem Revenue Note, Series 2019" of the Issuer (the "Note") in the aggregate principal amount of not to exceed$625,000, in substantially the form of Exhibit"D" attached hereto, with such changes and additions as the Mayor shall approve, his signature thereon constituting conclusive evidence of such approval; and B. the execution and delivery of the Project Documents; and C. the application of the proceeds of the Note to lease finance the Project. 4 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 r SECTION 6.DESCRIPTION OF NOTE. A. The Note shall be issued in fully registered form, without coupons, shall be dated as of the date of its delivery, shall be in.the denomination of$625,000 and shall bear interest on the outstanding principal balance thereof at the rate specified below. The Note shall be payable as to principal and interest as set forth therein, and shall mature on the date(the"Maturity Date") specified in the Note, provided, that the term of the Note shall not exceed 10 years. The Note shall be payable with respect to both principal and interest in lawful money of the United States of America at such address as the Holder may from time to time designate. The Note may(but is not required to) be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. In particular, a Series 2019A Note may be issued with respect to the patrol vehicles and related costs of issuance and a Series 2019B Note may be issued with respect to the fire engine and related.costs of issuance. For the purposes of this Resolution, references to the "Series 2019A Note" shall be deemed to refer to the Note securing the lease financing of the patrol cars and references to the "Series 2019B Note" shall be deemed to refer to the Note securing the lease financing of the fire engine. References to the "Note" shall be deemed to refer to both the Series 2019A Note and the Series 2019B Note, as applicable. B. Interest, which shall be calculated based on a 360-day year consisting of twelve 30 day months,shall accrue on the outstanding principal balance of the Note as follows: (i) Interest shall accrue on the outstanding principal balance of the Note at: (a) with respect to the Series 2019A Note, a fixed interest rate equal to 2.38%, and (b) with respect to the Series 2019B Note, a fixed interest rate equal to 2.45%. The Issuer shall pay all accrued but unpaid interest under the Note annually on October 1 of each Fiscal Year while the Note remains outstanding or on such other date specified in the Note. (ii) The total liability of the Issuer for payment of interest shall not exceed any limitations imposed on the payment of interest by applicable usury laws. If any interest is received or charged by any Holder of the Note in excess of that amount, the Issuer shall be entitled to an immediate refund of the excess. C. The Issuer shall pay installments of principal under the Note in accordance with the Note and the Project Documents. D. The Issuer may prepay the Note in whole, but not in part, on any date at a prepayment price equal to: (i) the full principal amount due on the Note as of the date of prepayment, plus (ii) accrued but unpaid interest through the date of prepayment. At least five (5) days prior to the optional prepayment date, written notice of any such prepayment shall be mailed,postage prepaid to the holder at the address appearing upon the registration books of the Issuer. SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. Subject to the next paragraph, the City covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from.Non Ad Valorem Revenues, amounts sufficient to pay principal of and interest 5 4848-7432-14152 43699AM2 4812-8849-1949 v.4IS34 on amounts due under the Note and the Project Documents as the same shall become due. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non- Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues,in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. No lien upon or pledge of such budgeted Non- Ad Valorem Revenues shall be in effect until such monies are budgeted and appropriated. The City further acknowledges and agrees that the obligations of the City to include the amount of any deficiency in payments in each of its annual budgets and to pay such deficiencies from Non- Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Such covenant to budget and appropriate does not create any lien,upon or pledge of such Non-Ad Valorem Revenues; nor does it require the City to levy and collect any particular Non- Ad Valorem Revenues, nor does it give the holder of the Note a prior claim on the Non-Ad Valorem Revenues as opposed to claims of.general creditors of the City. Such covenant to budget and appropriate Non Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds;notes,and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the City hereunder shall be payable from the portion of Non-Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the City and no holder of the Note nor any other person,may compel the levy of ad valorem taxes on real or personal property within the boundaries of the City. Notwithstanding any provisions of this Resolution or the Note to the contrary; the City shall never be obligated to maintain or continue any of the activities of the City,which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues. Except as provided hereafter,neither this Resolution nor the obligations of the City hereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of the City; but shall be payable solely as provided herein and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City. SECTION 8.PROJECT DOCUMENTS. In addition to this Resolution and the Note, the proposed lease financing of the Project contemplated by this Resolution shall be subject to the terms and provisions of the Project Documents. SECTION 9.EXECUTION OF NOTE, The Council hereby authorizes and delegates to the Mayor,the City Manager and the Clerk the authority to negotiate, execute and deliver the Note. The Note shall be executed in the name of the Issuer by the Mayor and countersigned and attested by the Clerk, either manually or with their facsimile signatures, and the Issuer's seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the.Paying.Agent and Registrar shall appear on the Note, and the Note shall not 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.the Note: The authorized signature for the Paying Agent and Registrar shall be either manual or in facsimile; provided, 6 48484432-1415,2 43699/0002 4812-8849-1949 vAJS34 however, that at least one of the above signatures, including the authorized signature for the Paying Agent and Registrar,appearing.on the Note shall at all tunes be a manual signature. In case any one or more of the officers who shall have signed or sealed the Note shall cease to be such officer of the Council or the Issuer before the Note so signed and sealed shall have been actually sold and delivered,the Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. SECTION 10. NOTE MUTILATED,DESTROYED, STOLEN OR LOST. In case the Note shall become mutilated, or be destroyed, stolen or lost,the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note,or in lieu of and substitution for the Note,if any, destroyed, stolen or lost, and upon the Holder furnishing the Issuer proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such reasonable expenses as the Issuer may incur. Any Note so surrendered shall be canceled.If the lost, stolen or destroyed Note shall have matured or be about to mature,instead of issuing a substitute Note,the Issuer may pay the same,upon being indemnified as aforesaid, without surrender thereof.Any such duplicate Note issued pursuant to this Section shall constitute an original, additional contractual obligation on the part of the Issuer whether or not the lost,stolen or destroyed Note be at any time found by anyone. SECTION 11.NEGOTIABILITY. The Note shall be and have all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, and the Holder, in accepting the Note, shall be conclusively deemed to have agreed that the Note shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida_ SECTION 12.REGISTRATION. The Council shall, prior to the proposed date of delivery of the Note,by resolution designate the Paying Agent and Registrar,if the Paying Agent and Registrar will be a bank or trust company. If no such.designation is made,the Clerk shall be the Paying Agent and Registrar. The Paying Agent and Registrar shall be responsible for maintaining the books for the registration and transfer of the Note and, if a bank or trust company is so designated, in compliance with a written agreement to be executed between the Issuer and such bank or trust company as Paying Agent and Registrar prior to the delivery date of the Note. The Clerk shall initially serve as Paying Agent and Registrar. Upon surrender to the Paying Agent and Registrar for transfer or exchange of the Note, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange,whichever is applicable,duly executed by the Holder or its attorney duly authorized in writing, the Paying Agent and Registrar shall deliver in the name of the Holder or the transferee or transferees, as the case may be, a new fully registered Note for the principal amount which the Holder is entitled to receive. When the Note is presented for transfer, exchange or payment (if so required by the Council or the Paying Agent and Registrar), it 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 Council or the Paying Agent and Registrar, duly executed by the Holder or by its duly authorized attorney. 7 4345-7432-1415.2 43699/0002 48I2-8849-.1949 v.4 7S34 The Paying Agent and Registrar or the Council may require payment from the holder or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Note. Such charges and expenses shall be paid before any new Note shall be delivered. Any new Note delivered upon any transfer or exchange shall be a valid obligation of the Issuer,evidencing the same debt as the Note surrendered, shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof. The Council and the Paying Agent and Registrar may treat the Holder of the Note as the absolute owner thereof for all purposes,whether or not such Note shall be overdue, and shall not be bound by any notice to the contrary. SECTION 13.DISPOSITION OF NOTE PAID OR REPLACED. Whenever the Note shall be delivered to the Paying Agent and Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange; it shall, after cancellation, either be retained by the Paying Agent and Registrar for a period of time specified in writing by the Council, or at the option of the Council, shall be destroyed by the Paying Agent and Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Council. SECTION 14.PAYMENT OF PRINCIPAL; PREMIUM AND INTEREST; LIMITED OBLIGATION. The Issuer promises that it will promptly pay the principal of, premium; if any, and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Note shall not be or constitute a general obligation or indebtedness of the State of Florida or the Issuer as "bonds" within the meaning of Article V11, Section 12 of the Constitution of Florida,but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 15. AVAILABILITY OF NOTE PROCEEDS; COSTS. The Note proceeds are available solely for the purposes provided herein and consistent with the requirements of Florida law, including the Act. The money received from the proceeds of the Note shall be deposited into an account established by the Issuer with the Holder and applied to pay the costs of the Project. Any proceeds of the Note remaining after the completion of the Project shall be applied to pay the next available payment of principal and interest on the Note. SECTION 16. NOTEHOLDER NOT AFFECTED BY USE OF NOTE PROCEEDS. The Holder of the Note shall have no responsibility for the use of the proceeds of the sale of the Note, and the use of the Note proceeds by the Issuer shall in no way affect the rights of such Noteholder. SECTION 17. SALE OF NOTE. The Note is hereby awarded and sold at negotiated sale to the Bank at the Purchase Price. The applicable officers of the Council (including the Mayor and the Clerk) are authorized, in their discretion, to execute and deliver agreements, 8 -4848-7432-1415.2 43699/0002 4811-8849-1949 v.47834 certificates or documents related to the issuance of the Note, to the extent deemed necessary by the Holder. SECTION 18. TAX EXEMPTION; QUALIFIED TAX-EXEMPT OBLIGATION DESIGNATION. The Issuer covenants that it (i) will not use the proceeds of the Note in any manner which would cause the interest on the Note to be or become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a "qualified tax-exempt obligation", (ii)will not do any act or fail to do any act which would cause the interest on the Note to become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a"qualified tax-exempt obligation", and (iii) will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Note from the gross income of the owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the United States Treasury pursuant to the Code. The Clerk, or his designee,is authorized to make or effect any election, selection, choice, consent, approval or waiver on behalf of the Council with respect to the Note as the Council or the Issuer is required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Note or interest thereon or assuring compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by such officer, or his designee. The Issuer shall be responsible for determining any rebate to the United States Treasury which is required by Section 148 of the Code. The Noteholder shall not be liable for any failure of the Issuer to comply with Section 148 ofthe Code with respect to the Note. The Council hereby designates the Note as a"qualified tax-exempt obligation"as defined in Section 265(b)(3)(B)of the Code. SECTION 19. REMEDIES OF NOTEHOLDER. The Noteholder shall have the respective rights and remedies set forth in the Project Documents in the event of a default under the Note or the Project Documents. SECTION 20.REPORTING COVENANT. The Issuer covenants that, as long as any amounts remain outstanding under the Note, the Issuer shall deliver to the Holder (a) a copy of its audited financial statements for the Fiscal Year then ended no later than 270 days after the end of each Fiscal Year. SECTION 21. MODIFICATION AND AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holder of the Note; provided, however, that no consent of the Holder shall be required for amendments made to cure any ambiguity, formal defect or omission in this Resolution. SECTION 22. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or, provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or 9 4848-7432-1415.2 43699/6002 4912-8849-1949 v.4 JS34 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 separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this resolution or of the Note issued hereunder. SECTION 23. GOVERNING LAW. This Resolution and the Note and the duties and obligations of parties hereunder and thereunder shall be governed by the laws of the State of Florida. SECTION 24. REGULARITY OF PROCEEDINGS; COMPLIANCE WITH STATUTES; FURTHER ACTIONS. The adoption of this Resolution, and the issuance and delivery of the Note has been duly authorized by the Council, and all conditions, acts and things necessary and required by the Constitution and laws of the State of Florida or otherwise,to exist, to have happened, or to have been performed precedent to and in connection with the execution and delivery of the Note, and precedent to and in connection with the adoption of this Resolution, do exist, have happened and have been performed in regular form,time and manner. The Mayor, City Clerk, and City Manager are hereby authorized to execute any Project Documents and incur any fees and expenses related to the lease financing contemplated by this Resolution. SECTION 25.EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. ADOPTED: December 2,2019. CITY COUNC C E EW ER, A (SEAL) B . Ike T om ,Mayor ATTEST: _. ByJ Robin Matusick, City Clerk/Paralegal Approved as to form By: C, L Aaron R. Wolfe City Attorney Doran Sims Wolfe Ciocchetti&Yoon 10 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 EXHIBIT A BANK PROPOSAL (See Attached) B-1 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 7534 BB&T Branch Banking&Trust Company Governmental Finance 5130 Parkway Plaza Boulevard Charlotte,North Carolina 28217 Phone(704)954-1700 Fax(704)9541799 November 13,2019 Ms.Bridgette King CITY OF EDGEWATER,FL PO BOX 100 EDGEWATER,FL 32132 Dear Ms. King: Branch Banking and Trust Company(`BB&P)is pleased to offer this proposal for the financing requested by the CITY OF EDGEWATER,FL("Borrower"). PROJECT: Two patrol vehicles and one fire engine AMOUNT: $100,000(patrol vehicles) $525,000(fire Engine) TERM OR MATURITY DATE: Five years(patrol vehicles) Ten years(fire engine) INTEREST RATE: 2.38%(patrol vehicles) 2.45%(fire engine) TAX STATUS: Tax Exempt BQ PAYMENTS: Annual,unless otherwise requested INTEREST RATE CALCULATION: 30/360 SECURITY: 'Vehicles and Equipment PREPAYMENT TERMS:. Prepayable in whole at any time without penalty RATE EXPIRATION: 12/3112019 DOCUMENTATION/ LEGAL REVIEW FEE: N/A FUNDING: Proceeds will be deposited into an account held at BB&T pending disbursement unless equipment is delivered prior to closing. DOCUMENTATION: BB&T proposes to use its standard form financing contracts and related documents for this installment financing. We shall provide a sample of those documents to you should BB&T be the successful proposer. REPORTING REQUIREMENTS: BB&T will require financial statements to be delivered within.270 days after the conclusion of each fiscal year-end throughout the term of the financing. Should we become the successful proposer, we have attached the form of a resolution that your governing board can use to award the-financing to BB&T. if your board adopts this resolution, then BB&T shall not require any further board action prior to closing the transaction. BB&T shall have the right to cancel this offer by notifying the Borrower of its election to do so(whether this offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material adverse change in the Borrower's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the Borrower or if there is a change in law(or proposed change in Iaw)that changes the economic effect of this financing to BB&T. Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower. The stated interest rate assumes that the Borrower expects to borrow no more than$10,000,000 in the current calendar year and that the financing will qualify as qualified tax-exempt financing under the,internal Revenue Code. BB&T reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the financing is not qualified tax-exempt financing. BB&T appreciates the opportunity to offer this financing proposal.Please call me at 803-251-1328 with your questions and comments. We look forward to hearing from you. Sincerely, Branot, Banki & Trust on'ipany ndrew G.Smith Sr. Vice President Resolution Approving Financing Terms WHEREAS:The CITY OF EDGEWATER,FL("Borrower")has previously determined to undertake a project for the financing of vehicles and a fire engine (the"Project"), and the Finance Officer has now presented a proposal for the financing of such Project. BE ICT THEREFORE RESOLVED,as follows: 1. The Borrower hereby determines to finance the Project through Branch Banking and Trust Company (`BB&T') in accordance with the proposal dated November 13, 2019. The amount financed shall not exceed $625,000.00, the annual interest rate(in the absence of default or change in tax status)shall not exceed 2.45%, and the financing term shall not exceed ten years from closing. 2. All financing contracts and all related documents for the closing of the financing (the "Financing Documents") shall be consistent with the foregoing terms_ All officers and employees of the Borrower are hereby authorized and directed to execute and deliver any Financing Documents,and to take all such further action as they may consider necessary or desirable, to carry out the financing of the Project as contemplated by the proposal and this resolution. 3. The Finance Officer is hereby authorized and directed to hold executed copies of the Financing Documents until the conditions for the delivery of the Financing Documents have been completed to such officer's satisfaction. The Finance Officer is authorized to approve changes to any Financing Documents previously signed by Borrower officers or employees,provided that such changes shall not substantially alter the intent of such documents or certificates from the intent expressed in the forms executed by such,officers.The Financing Documents shall be in such final forms as the Finance Officer shall approve, with the Finance Officer's release of any Financing Document for delivery constituting conclusive evidence of such officer's final approval of the Document's final form. 4. The Borrower shall not take or omit to take any action the taking or omission of which shall cause its interest payments on this financing to be includable in the gross income for federal income tax purposes of the registered owners of the interest payment obligations,The Borrower hereby designates its obligations to make principal and interest payments under the Financing Documents as "qualified tax-exempt obligations"for the purpose of Internal Revenue Code Section 265(b)(3)]. 5. The Borrower intends that the adoption ofthis resolution will be a declaration of the Borrower's official intent to reimburse expenditures for the Project that are to be financed from the proceeds of the BB&T financing described above. The Borrower intends that funds that have been advanced, or that may be advanced, from the Borrower's general fund or any other Borrower fund related to the Project,for project costs may be reimbursed from the financing proceeds. 6. All prior actions of Borrower officers in furtherance of the purposes of this resolution are hereby ratified, approved and confmned. All other resolutions (or parts thoreofl in conflict with this resolution are hereby repealed,to the extent of the conflict. This resolution shall take effect immediately. Approved this day of ,2019 By. By: Title: Title: SEAL EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that Branch Banking and Trust Company (the "Purchaser") has not required the City of Edgewater, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of its Non Ad-Valorem Revenue Note, Series 2019 dated December_;2019, in an aggregate principal amount of the not to exceed$625,000 (the "Note"), and no inference should be drawn that the Purchaser,in the acceptance of said Note,is relying on Bond Counsel or Counsel to the Issuer as to any such matters other than the legal opinion rendered by Bond Counsel,Nelson Mullins Broad and Cassel, and by Issuer's Counsel, Doran, Sims, Wolfe, Ciocchetti & Yoon, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 2019-R-25, adopted by the City Council of the Issuer on December 2,2019 (the "Resolution"). We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939,as amended(the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1),Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We axe not acting as a broker or other intermediary, and are purchasing the Note as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Note may not be transferred except to a bank, savings association, insurance company or other "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517,Florida Statutes. DATED this_day of ,2019. BRANCH BANKING AND TRUST COMPANY By: Name: Its: Banking Officer B-1 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 IS34 EXIHBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser,proposes to negotiate with the City of Edgewater, Florida (the "Issuer")for the purchase of its Non Ad-Valorem Revenue Note, Series 2019 in one or more Series (collectively,the "Note") in the principal amount of not to exceed $625,000. Prior to the award of the Note,the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Note (such fees and expenses to be paid by the Issuer): None 2. (a) No other fee,bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Note to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), other than the expenses to be incurred with respect to Bank's Counsel, as described in paragraph (1) above. (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Note. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is$0. 5. Truth-in-Bonding Statement: The Note is being issued primarily to finance the acquisition and lease financing of two police vehicles and one fire truck to be operated by the City of Edgewater. Unless earlier redeemed, the Note is expected to be repaid at the end of five (5) years with respect to the Series 2019A Note and.ten(10) years with respect to the Series 2019B Note. Using the initial interest rate of 2.38% and 2.45%, respectively, as the interest rate applicable to _ the Series 2019A Note and Series 2019B Note over its term,total interest paid over the life of the Series 2019A Note is estimated to be $ and total interest paid over the life of the Series 2019B Note is estimated to be$ The Note will be payable solely from Pledged Revenues of the Issuer under and as described in its Resolution No. 2019-R-25 adopted by the Issuer on December 2, 2019 (the "Resolution"). See the Resolution for a definition of Pledged Revenues. Based on the above assumptions, issuance of the Note is estimated to result in a maximum of$ of Pledged C-1 4848-74321415.2 43699/0002 4812-8849-1949 v.4 JS34 Revenues of the Issuer not being available to finance the services of the Issuer in any one year during the life of the Note. 6. The name and address of the Bank is as follows: Branch Banking&Trust Company 5130 Parkway Plaza Blvd.,Building No. 9 Charlotte,NC 28217 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Bank this—day of ,2019. BRANCH BANKING AND TRUST COMPANY By: Name: Its: Banking Officer C-2 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 EXHIBIT D FORM OF NOTE ANY HOLDER SHALL,PRIOR TO BECOMING A HOLDER,EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION(HEREIN DEFINED). $625,000 CITY OF EDGEWATER,FLORIDA NON AD-VALOREM REVENUE NOTE,SERIES 2019[A][B] Issue Date:December ,2019 Maturity Date: October 1,20_ KNOW ALL MEN BY THESE PRESENTS that the City of Edgewater, Florida (the "Issuer",), a political subdivision created and existing pursuant to the Constitution and the laws of the State of Florida,for value received,promises to pay from the sources hereinafter provided,to the order of Branch Banking and Trust Company or its registered assigns (hereinafter, the "Holder"),the principal sum advanced hereunder in an amount equal to $625,000, together with interest on the outstanding principal balance of this Note at such interest rates described below based upon a year of 360 days consisting of twelve 30-day months. Unless sooner paid in accordance with the terms of this Note, all outstanding amounts under the Note shall be due and payable on the Maturity Date. Principal of and interest on this Note is payable in lawful money of the United States of America at such place as the Holder may designate to the Issuer in writing. Capitalized terms used herein but not defined shall have the respective meanings set forth in that certain Resolution No. 2019-R-25 duly adopted by the Issuer on December 2; 2019 as from time to time amended and supplemented(herein referred to as the "Resolution"). Interest shall accrue on the outstanding principal balance of this Note at a fixed interest rate equal to __%o (the "Initial Rate") and is subject to adjustment as set forth herein and in the Project Documents. Principal of and interest on this Note shall be paid in accordance with the Project Documents. This Note is subject to optional prepayment in whole, but not in part, by the Issuer in accordance with the terms of the Resolution. At least five (5) days prior to the optional prepayment date, written notice of any such prepayment shall be mailed, postage prepaid to the registered Holder at the address appearing upon the registration books of the Issuer. If any date for the payment of principal and interest hereon shall fall on a day which is not a business day the payment due on such date shall be due on the next succeeding day which is a business day, but the Issuer shall not receive credit for the payment until it is actually received by the Holder. D-1 4848-7432-1415.2 43699/0002 4812-8849-1949 vA JS34 All payments by the Issuer pursuant to this Note shall apply first to accrued interest,then to other charges due the Holder,and the balance thereof shall apply to principal. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN TIIE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE FOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Note is issued pursuant to the Act. All terms, conditions and provisions of the Resolution, including without limitation interest rate adjustments and remedies upon the occurrence of an event of default, are by this reference thereto incorporated herein as a part of this Note. Payment of this Note is secured by Pledged Revenues. This Note may be exchanged or transferred by the Holder hereof but only upon, the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in connection with the execution, delivery and the issuance of this Note do exist,.have happened and have been performed in due time,form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. Should subsequent but currently unforeseen actions cause this Note to not be classified as a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code, the interest rate on this Note shall be adjusted to that level necessary to ensure that the anticipated after tax yield contemplated by the Holder at the time of issuance of this Note is received. In the event that the interest on this Note 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 this Note is deemed to be included in the gross income of the Holder for federal or state income taxation, or in the event the Holder is unable to deduct any other amounts as a result of purchasing or carrying this Note, or in the event of a change in the alternative ran' um tax or in the method of calculating the alternative maximum tax to which the Holder may be subject, or in the event of any action which would otherwise decrease the after tax yield to the Holder, the interest on this Note shall be adjusted to that level necessary to ensure that the anticipated after tax yield contemplated by the Holder at the time of issuance of this Note is received. In no event, however, shall the interest rate on this Note exceed the maximum rate permitted by law. D-2 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its City Clerk, and its seal to be impressed hereon, all as of this_day of December,2019. CITY OF EDGEWATER,FLORIDA By: Mayor ATTEST: By: City Clerk D-3 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 RESOLUTION NO. 2019-R-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE ISSUANCE OF THAT CERTAIN CITY OF EDGEWATER, FLORIDA NON AD-VALOREM REVENUE NOTE, SERIES 2019,IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $625,000, TO LEASE FINANCE THE ACQUISITION BY THE CITY OF TWO POLICE PATROL VEHICLES AND A FIRE ENGINE; AUTHORIZING THE ISSUANCE AND SALE OF THE NOTE TO BRANCH BANKING AND TRUST COMPANY TO EVIDENCE SUCH LEASE FINANCING; PROVIDING THAT THE NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM NON AD-VALOREM REVENUES OF THE CITY AS PROVIDED HEREIN; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN NON-AD VALOREM REVENUES AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES FOR THE OWNER OF THE NOTE; DESIGNATING THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION WITHIN THE MEANING OF THE INTERNAL REVENUE CODE; DELEGATING AUTHORITY FOR THE MAYOR, THE CITY MANAGER AND THE CITY CLERK TO EXECUUTE AND DELIVER CERTAIN LEASE FINANCING DOCUMENTS AND OTHER CERTIFICATES IN CONNECTION WITH THE LEASE FINANCING CONTEMPLATED BY THIS RESOLUTION; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA,that: SECTION 1.AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of the Act(defined below). SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein,unless otherwise expressly set forth herein: A. "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166,Florida Statutes, Chapter 218,Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law and this Resolution. B. "Bank"means Branch Banking and Trust Company. 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 C. "City" or"Issuer"means the City of Edgewater, Florida. D. "Clerk" means the City Clerk of the Issuer, or in the Clerk's absence or unavailability, a Deputy Clerk of the Issuer. E. "Code" means the.Internal Revenue Code of 1986, as amended, and any rules or regulations promulgated thereunder. F. "Council"means the City Council of the City of Edgewater. G. "Fiscal Year"means the fiscal year of the Issuer ending on each September 30. H. "Holder" or "Noteholder" means the registered owner of the Note. The Bank shall be the initial Holder. I. "Interest Rate Limit"means the interest rate limit under Section 215.84, Florida Statutes. J. "Mayor" means the Mayor of the Issuer, or in the Mayor's absence or unavailability, the Deputy Mayor, or such other person as may be duly authorized by the City Council to act on his or her behalf. K. "Non-Ad Valorem Revenues" means all non-ad valorem revenues of the City, which are lawfully available to be used to pay debt service on amounts due under the Project Documents as the same shall become due, all as more particularly set forth in Section 7 hereof. L. "Note" means the Issuer's Non Ad-Valorem Revenue Note, Series 2019, in an aggregate amount of not to exceed $625,000 authorized by this Resolution. The Note may be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. M. "Paying Agent and Registrar" means such bank or trust company, within or without the State of Florida, which may be approved by the Council prior to the issuance of the Note,to be the agent of the Council for payment of the principal of and interest on the Note and for maintenance of the registration books of the Council with respect to the exchange and transfer of the Note;or,if no such bank or trust company is appointed,means the Clerk. N. "Pledged Revenues" means, collectively: (i) all of the proceeds of the Note pending the application thereof; and (ii) Non-Ad Valorem Revenues budgeted and appropriated as provided in this Resolution. O. "Project"means the acquisition and lease financing of two police patrol vehicles and one fire truck to be operated by the City, and includes the costs of issuance of such financing. P. "Project Documents" means this Resolution, the Note, all lease financing documents entered into in connection with the lease financing of the Project and any and all 2 484E-7432-I415.2 43699;0002 4812-8849-1949 v.4 JS34 agreements, documents, certificates and opinions executed and delivered in connection with the lease financing contemplated by this Resolution. Q. "Purchase Price"means the face amount of the Note. R. "Resolution"means this Resolution,pursuant to which the Note is authorized to be issued,including any supplements to or amendments of this Resolution. W. "State"means the State of Florida. SECTION 3.FINDINGS. It is hereby found, determined and declared as follows that: A. The financing of the Project is in the public interest. B. It is necessary, desirable and in the best interests of the Issuer and its inhabitants that the Project be undertaken and that the Note be issued to fund the Project, in order to obtain the benefits of the Project. The Project is appropriate to the needs and circumstances of, and shall serve a public purpose by advancing the economic prosperity, the public health, or the general welfare of the State and its people. The Issuer will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities and public services that will be necessary for the operation, repair and maintenance of the vehicles constituting the Project. C. The Note to be issued under this Resolution does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation oT restriction and is not subject to the provisions of any other law or charter relating to the authorization,issuance,or sale of bonds. The Note to be issued under the provisions of this Resolution is declared to be issued for an essential public and governmental purpose and,together with interest thereon and income therefrom, is exempted from all taxes, except those taxes imposed by Chapter 220, Florida statutes,on interest,income,or profits on debt obligations owned by corporations. D. The City has received the proposal attached hereto as Exhibit"A" from the Bank for terms related to its purchase of the Note and the City believes such proposal contains terms that are favorable to the City. Due to the immediate need for funds, prevailing market conditions, and the nature of the contemplated financing, it is hereby determined, based in part on the recommendation of its financial advisor,that it is in the best interests of the public and the City to negotiate the terms of a loan agreement with the Bank that provides the best overall terms of finance for the City. E. The principal of and interest on the Note shall be payable solely from the Pledged Revenues. Neither the City, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Note or any amounts due under the Project Documents and neither the Note nor the Project Documents shall constitute a lien upon the City, or upon any properties owned by or situated within the City except as provided herein with respect to the Pledged Revenues and as otherwise provided in the Project Documents. 3 484E-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 F. The City has not and does not reasonably expect to issue (including issues "on behalf of the City, as detertnined under Section 265(b)(3)(E) of the Code) tax-exempt obligations (excluding obligations of the City issued for the sole purpose of currently refunding the outstanding amount of an existing obligation) in excess of $10,000,000 aggregate face amount during the 2019 calendar year. G. Debt service on the Note will, be payable from Pledged Revenues as provided herein. The Pledged Revenues will be sufficient to pay the principal and interest on the Note herein authorized, as the same becomes due, and to make all deposits required by this Resolution. No ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of the Note have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Note or to make any other payments provided for in this Resolution, and the Note shall not constitute a lien upon any property of the Issuer, except the Pledged Revenues and the leased vehicles constituting the Project. H. The Bank has offered to purchase the Note at the Purchase Price, at the interest rate set forth below,resulting in an average net interest cost rate less than the Interest Rate Limit. The Council hereby determines that it is in the best interest of the Issuer to accept the offer of the Bank to purchase the Note. Prior to the issuance of the Note, the Issuer shall receive from the Bank a Purchaser's Certificate, the form of which is attached hereto as Exhibit "B" and the Disclosure Letter containing the information required by Section 218.385(6), Florida Statutes, a form of which is attached hereto as Exhibit"C". I. The Note will not be a "private activity bond" as defined in Section 141 of the Code. SECTION 4.RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Note authorized to be issued hereunder by the Holder,this resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holder. The covenants and agreements herein set forth to be performed by the Council and the Issuer shall be for the benefit,protection and security of the legal Holder of the Note. SECTION 5.AUTHORIZATION OF NOTE.AND PROJECT. For the purpose of advancing funds to finance the costs of the Project, the Council does hereby authorize and approve of the following: A. the issuance of that certain "City of Edgewater, Florida Non Ad=Valorem Revenue Note, Series 2019" of the Issuer (the "Note") in the aggregate principal amount of not to exceed$625,000,in substantially the form of Exhibit"D" attached hereto, with such changes and additions as the Mayor shall approve,his signature thereon constituting conclusive evidence of such approval; and B. the execution and delivery of the Project Documents; and C. the application of the proceeds of the Note to lease finance the Project. 4 4848-7432-1415.2 4369910007. 4812-S849-1949 v.4IS34 SECTION 6.DESCRIPTION OF NOTE. A. The Note shall be issued in fully registered form, without coupons, shall be dated as of the date of its delivery, shall be in the denomination of$625,000 and shall bear interest on the outstanding principal balance thereof at the rate specified below. The Note shall be payable as to principal and interest as set forth therein,and shall mature on the date(the"Maturity Date") specified in the Note, provided, that the term of the Note shall not exceed 10 years. The Note shall be payable with respect to both principal and interest in lawful money of the United States of America at such address as the Holder may from time to.time designate. The Note may(but is not required to) be issued in one or more series or subseries based on the terms and rates of the underlying lease financing of the components of the Project. In particular, a Series 2019A Note may be issued with respect to the patrol vehicles and related costs of issuance and a Series 2019B Note may be issued with respect to the fire engine and related costs of issuance. For the purposes of this Resolution, references to the "Series 2019A Note" shall be deemed to refer to the Note securing the lease financing of the patrol cars and references to the "Series 2019B Note" shall be deemed to refer to the Note securing the lease financing of the fire engine. References to the "Note" shall be deemed to refer to both the Series 2019A Note and the Series 201913 Note, as applicable. B. Interest, which shall be calculated based on a 360-day year consisting of twelve 30 day months,shall accrue on the outstanding principal balance of the Note as follows: (i) Interest shall accrue on the outstanding principal balance of the Note at: (a) with respect to the Series 2019A Note, a fixed interest rate equal to 2.38%, and (b) with respect to the Series 2019B Note, a fixed interest rate equal to 2.45%. The Issuer shall pay all accrued but unpaid interest under the Note annually on October 1 of each Fiscal Year while the Note remains outstanding or on such other date specified in the Note. (ii) The total liability of the Issuer for payment of interest shall not exceed any limitations imposed on the payment of interest by applicable usury laws. If any interest is received or charged by any Holder of the Note in excess of that amount, the Issuer shall be entitled to an immediate refund of the excess. C. The Issuer shall pay installments of principal under the Note in accordance with the Note and the Project Documents. D. The Issuer may prepay the Note in whole, but not in part, on any date at a prepayment price equal to: (i) the full principal amount due on the Note as of the date of prepayment, plus (ii) accrued but unpaid interest through the date of prepayment. At least five (5) days prior to the optional prepayment date, written notice of any such prepayment shall be mailed,postage prepaid to the IIolder at the address appearing upon the registration books of the Issuer. SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. Subject to the next paragraph, the City covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non.-Ad Valorem Revenues, amounts sufficient to pay principal of and interest 5 4348-7432-1415.2 43699AM2 4812-8849-1949 vA IS34 on amounts due under the Note and the Project Documents as the same shall become due. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non- Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues,in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. No lien upon or pledge of such budgeted Non Ad Valorem Revenues shall be in effect until such monies are budgeted and appropriated. The City further acknowledges and agrees that the obligations of the City to include the amount of any deficiency in payments in each of its annual budgets and to pay such deficiencies from Non- Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Such covenant to budget and appropriate does not create any.lien upon or pledge of such Non-Ad Valorem Revenues;nor does it require the City to levy and collect any particular Non- Ad Valorem Revenues, nor does it give the holder of the Mote a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of such Non-Ad Valorem. Revenues heretofore or hereafter entered into (including the payment of debt service on bonds,notes,and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the City hereunder shall be payable from the portion of Non-Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing here'mshall be deemed to pledge ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the City and no holder of the Note nor any other person,may compel the levy of ad valorem taxes on real or personal property within the boundaries of the City. Notwithstanding any provisions of this Resolution or the Note to the contrary, the City shall never be obligated to maintain or continue any of the activities of the City, which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues. Except as provided hereafter,neither this Resolution nor the obligations of the City hereunder shall be construed asa pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of the City, but shall bepayable solely as provided herein and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City. SECTION 8.PROJECT DOCUMENTS. In addition to this Resolution and the Note, the proposed lease financing of the Project contemplated by this Resolution shall be subject to the terms and provisions of the Project Documents. SECTION 9.EXECUTION OF NOTE. The Council hereby authorizes and.delegates to the Mayor;the City Manager and the Clerk the authority to negotiate, execute and deliver the Note. The Note shall be executed in the name of the Issuer by the Mayor and countersigned and attested by the Clerk, either manually or with their facsimile signatures, and the Issuer's seal or a facsimilethereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the Paying Agent and Registrar shall appear on the Note, and the Note shall not 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.the Note. The authorized signature for the Paying Agent and Registrar shall be either manual or in facsimile; provided, 6 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 however, that at least one of the above signatures, including the authorized signature for the Paying Agent and Registrar, appearing.on the Note shall at all times be a manual signature. In case any one or more of the officers who shall have signed or sealed the Note shall cease to be. such officer of the Council or the Issuer before the Note so signed and sealed shall have been actually sold and delivered,the Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. SECTION 10. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the Note shall become mutilated, or be destroyed, stolen or lost,the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated; destroyed, stolen or lost, in exchange and substitution for such mutilated Note, or in lieu of and substitution for the Note,if any, destroyed, stolen or lost, and upon the Holder furnishing the Issuer proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such reasonable expenses as the Issuer may incur. Any Note so surrendered shall be canceled.If the lost, stolen or destroyed Note shall have matured or be about to mature,instead of issuing a substitute Note,the Issuer may pay the same,upon being indemnified as aforesaid,without surrender thereof. Any such duplicate Note issued pursuant to this Section shall constitute an original,additional contractual obligation on the part of the Issuer whether or not the lost, stolen or destroyed Note be at any time found by anyone. SECTION 11.NEGOTIABILITY. The Note shall be and have all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, and the Holder, in accepting the Note, shall be conclusively deemed to have agreed that the Note shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida. SECTION 12.REGISTRATION. The Council shall, prior to the proposed date of delivery of the Note,by resolution designate the Paying Agent and Registrar,if the Paying Agent and Registrar will be a bank or trust company. If no such designation is made,the Clerk shall be the Paying Agent and Registrar. The Paying Agent and Registrar shall be responsible for maintaining the books for the registration and transfer of the Note and, if a bank or trust company is so designated, in compliance with a written agreement to be executed between the Issuer and such bank or trust company as Paying Agent and Registrar prior to the delivery date of the Note. The Clerk shall initially serve as Paying Agent and Registrar. Upon surrender to the Paying Agent and Registrar for transfer or exchange of the Note, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange,whichever is applicable, duly executed by the Holder or its attorney duly authorized in writing, the Paying Agent and Registrar shall deliver in the name of the Holder or the transferee or transferees, as the case may be, a new fully registered Note for the principal amount which the Holder is entitled to receive. When the Note is presented for transfer, exchange or payment (if so required by the Council or the Paying Agent and Registrar), it 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 Council or the Paying Agent and Registrar, duly executed by the Holder or by its duly authorized attorney. 7 4848-7432-14I5.2 43699/0002 4812-8849-1949 M IS34 The Paying Agent and Registrar or the Council may require payment from the holder or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Note. Such charges and expenses shall be.paid before any new Note shall be delivered. Any new Note delivered upon any transfer or exchange shall be a valid obligation of the Issuer,evidencing the same debt as the Note surrendered,shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof. The Council and the Paying Agent and Registrar may treat the Holder of the Note as the absolute owner thereof for all purposes,whether or not such Note shall be overdue, and shall not be bound by any notice to the contrary. SECTION 13.DISPOSITION OF NOTE PAID OR REPLACED. Whenever the Note shall be delivered to the Paying Agent and Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange; it shall, after cancellation, either be retained by the Paying Agent and Registrar for a period of time specified in writing by the Council, or at the option of the Council, shall be destroyed by the Paying Agent and Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Council. SECTION 14.PAYMENT OF PRINCIPAL; _PREMIUM AND INTEREST; LEMTED OBLIGATION. The Issuer promises that it will promptly pay the principal of, premium,if any, and interest on the Note at the place, on the dates and in the manner provided- therein rovidedtherein according to the true intent and meaning hereof and thereof The Note shall not be or constitute a general obligation or indebtedness of the State of Florida or the Issuer as "bonds" within the meaning of Article VII, Section-12 of the Constitution of Florida,but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 15.AVAILABILITY OF NOTE PROCEEDS; COSTS. The Note proceeds are available solely for the purposes provided herein and consistent with the requirements of Florida law, including the Act. The money received from the proceeds of the Note shall be deposited into an account established by the Issuer with the Holder and applied to pay the costs of the Project. Any proceeds of the Note remaining after the completion of the Project shall be applied to pay the next available payment of principal and interest on the Note. SECTION 16.NOTEHOLDER NOT AFFECTED BY USE OF. NOTE PROCEEDS. The Holder of the Note shall have no responsibility for the use of the proceeds of the sale of the Note, and the use of the Note proceeds by the.Issuer shall in no way affect the rights of such Noteholder. SECTION 17.SALE OF NOTE. The Note is hereby awarded and sold at negotiated sale to the Bank at the Purchase Price. The applicable officers of the Council (including the Mayor and the Clerk) are authorized, in their discretion, to execute and deliver agreements, 8 4848-7432-1435.2 43 69 910 0 0 2 4812-8849-1949 v.4 J334 certificates or documents related to the issuance of the Note, to the extent deemed necessary by the Holder. SECTION 18. TAX EXEMPTION; QUALIFIED TAX EXEMPT OBLIGATION DESIGNATION. The Issuer covenants that it(i) will not use the proceeds of the Note in any manner which would cause the interest on the Note to be or become includable in the gross income of the owner, thereof for federal income tax purposes or cause the Note not to be a "qualified tax-exempt obligation", (ii)will not do any act or fail to do any act which would cause the interest on the Note to become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a"qualified tax-exempt obligation", and (iii) will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Note from the gross income of the owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the United States Treasury pursuant to the Code. The Clerk, or his designee, is authorized to make or effect any election, selection, choice, consent, approval or waiver on behalf of the Council with respect to the Note as the Council or the Issuer is required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Note or interest thereon or assuring compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof,or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by such officer, or his designee. The Issuer shall be responsible for determining any rebate to the United States Treasury which is required by Section 148 of the Code. The Noteholder shall not be liable for any failure of the Issuer to comply with Section 148 of the Code with respect to the Note. The Council hereby designates the Note as a"qualified tax-exempt obligation"as defined in Section 265(b)(3)(B) of the Code. SECTION 19.REMEDIES OF NOTEHOLDER. The Noteholder shall have the respective rights and remedies set forth in the Project Documents in the event of a default under the Note or the Project Documents. SECTION 20.REPORTING COVENANT. The Issuer covenants that, as long as any amounts remain outstanding under the Note, the Issuer shall deliver to the Holder (a) a copy of its audited financial statements for the Fiscal Year then ended no later than 270 days after the end of each Fiscal Year. SECTION 21.MODIFICATION AND AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holder of the.Note; provided, however, that no consent of the Holder shall be required for amendments made to cure any ambiguity, formal defect or omission in this Resolution. SECTION 22.SEVERABILITY OF INVALID.PROVISIONS. If any one or more of the covenants, agreements or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or 9 4848-7432-1415.2 43699/0002 4812-8949-1949 v.4 7S34 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 separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this resolution or of the Note issued hereunder. SECTION 23. GOVERNING LAW. This Resolution and the Note and the duties and obligations of parties hereunder and thereunder shall be governed by the laws of the State of Florida. SECTION 24. REGULARITY OF PROCEEDINGS; COMPLIANCE WITH STATUTES; FURTHER ACTIONS. The adoption of this Resolution, and the issuance and delivery of the Note has been duly authorized by the Council, and all conditions, acts and things necessary and required by the Constitution and laws of the State of Florida or otherwise,to exist, to have happened, or to have been performed precedent to and in connection with the execution and delivery of the Note, and precedent to and in connection with the adoption of this Resolution, do exist, have happened and have been performed in regular form,time and manner. The Mayor, City Clerk, and City Manager are hereby authorized to execute any Project Documents and incur any fees and expenses related to the lease financing contemplated by this Resolution. SECTION 25.EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. ADOPTED: December 2,2019. CITY COUNC XMa C E EWA (SEAL) B ike om , ATTEST: By, Robin Matusick, City Clerk/Paralegal Approved as to form By: Aaron R.Wolfe City Attorney Doran Sims Wolfe Ciocchetti&Yoon 10 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 7S34 EXHIBIT A BANK PROPOSAL (See Attached) B-1 4949-7432-1415.2 43699/0002 4812-8849-1949 v.4 7534 BB&T Branch Banking&Trust Company Governmental Finance 5130 Parkway Plaza Boulevard Charlotte,North Carolina 28217 Phone(704)954-1700 Fax(704)954-1799 November 13,2019 Ms.Bridgette King CITY OF EDGEWATER,FL PO BOX 100 EDGEWATER,FL 32132 Dear Ms.King: Branch Banking and Trust Company("BB&T")is pleased to offer this proposal for the financing requested by the CITY OF EDGEWATER,FL("Borrower'). PROJECT: Two patrol vehicles and one fire engine AMOUNT: $100,000(patrol vehicles) $525,000(fire Engine) TERM OR MATURITY DATE: Five years(patrol vehicles) Ten years(fire engine) INTEREST RATE: 2.38%(patrol vehicles) 2.45%(fire engine) TAX STATUS: Tax Exempt-BQ PAYMENTS: Annual,unless otherwise requested INTEREST RATE CALCULATION: 30/360 SECURITY: Vehicles and Equipment PREPAYMENT TERMS: Prepayable in whole at any time without penalty RATE EXPIRATION: 12/31/2019 DOCUMENTATION/ LEGAL REVIEW FEE: N/A FUNDING: Proceeds will be deposited into an account held at BB&T pending disbursement unless equipment is delivered prior to closing. DOCUMENTATION: BB&T proposes to use its standard form financing contracts and related documents for this installment financing. We shall provide a sample of those documents to you should BB&T be the successful proposer. REPORTING REQUIREMENTS: BB&T will require financial statements to be delivered within.270 days after the conclusion of each fiscal year-end throughout the term of the financing. Should we become the successful proposer, we have attached the form of a resolution that your governing board can use to award the-financing to BB&T. If your board adopts this resolution, then BB&T shall not require any further board action prior to closing the transaction. BB&T shall have the right to cancel this offer by notifying the Borrower of its election to do so(whether this offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material adverse change in the Borrower's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation witb the Borrower or if there is a change in law(or proposed change in law)that changes the economic effect of this financing to BB&T. Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower. The stated interest rate assumes that the Borrower expects to borrow no more than $10,000,000 in the current calendar year and that the financing will qualify as qualified tax-exempt financing under the Internal Revenue Code. BB&T reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the financing is not qualified tax-exempt financing. BB&T appreciates the opportunity to offer this financing proposal. Please call me at 803-251-1328 with your questions and comments. We look forward to hearing from you. Sincerely, 7Bran t Banki Bc Trust on'ipany ndrew G.Smith Sr_ Vice President Resolution Approving Financing Terms WHEREAS.The CITY OF EDGE©VATER,FL("Borrower")has previously determined to undertake a project for the financing of vehicles and a fire engine(the"Project"),and the Finance Officer has now presented a proposal for the financing of such Project. BE iT THEREFORE RESOLVED,as follows: 1. The Borrower bereby determines to finance the Project through Branch Banking and Trust Company ("BB&T") in accordance with the proposal dated November 13, 2019. The amount financed shall not exceed $625,000.00,the annual interest rate(in the absence of default or change in tax status)shallnot exceed 2.45%, and the financing term shall not exceed ten years from closing. 2. All financing contracts and all related documents for the closing of the financing (the "Financing Documents") shall be consistent with the foregoing terms. All officers and employees of the Borrower are hereby authorized and directed to execute and deliver any Financing Documents,and to take all such further action as they may consider necessary or desirable, to carry out the financing of the Project as contemplated by the proposal and this resolution. 3. The Finance Officer is hereby authorized and directed to hold executed copies of the Financing Documents until the conditions for the delivery of the Financing Documents have been completed to such officer's satisfaction. The Finance Officer is authorized to approve changes to any Financing Documents previously signed by Borrower officers or employees,provided that such changes shall not substantially alter the intent of such documents or certificates from the intent expressed in the forms executed by such.officers.The Financing Documents shall be in such final forms as the Finance Officer shall approve, with the Finance Officer's release of any Financing Document for delivery constituting conclusive evidence of such officer's final approval of the Document's final form. 4. The Borrower shall not take or omit to take any action the taking or ornission of which shall cause its interest payments on this financing to be includable in the gross income for federal income tax purposes of the registered owners of the interest payment obligations.The Borrower hereby designates its obligations to make principal and interest payments under the Financing Documents as "qualified tax-exempt obligations"for the purpose of Internal Revenue Code Section 265(b)(3)]. 5. The Borrower intends that the adoption of this resolution will be a declaration of the Borrower's official intent to reimburse expenditures for the Project that are to be financed from the proceeds of the BB&T financing described above. The Borrower intends that funds that have been advanced, or that may be advanced, from the Borrower's general fund or any other Borrower fund related to the Project,for project costs may be reimbursed from the financing proceeds. 6. All prior actions of Borrower officers in furtherance of the purposes of this resolution are hereby ratified, approved and confirmed. All other resolutions (or parts thereof) in conflict with this resolution are hereby repealed,to the extent of the conflict. This resolution shall take effect immediately. Approved this day of ,2019 By: By: Title: Title- SEAL EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that Branch Banking and Trust Company (the "Purchaser") has not required the City of Edgewater, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of its Non Ad-Valorem Revenue Note, Series 2019 dated December_,2019, in an aggregate principal amount of the not to exceed $625,000 (the "Note"), and no inference should be drawn that the Purchaser, in the acceptance of said Note, is relying on Bond Counsel or Counsel to the Issuer as to any such matters other than the legal opinion rendered by Bond Counsel, Nelson Mullins Broad and Cassel, and by Issuer's Counsel, Doran, Sims, Wolfe, Ciocchetti & Yoon, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 2019-R-25, adopted by the City Council of the Issuer on December 2,2019 (the "Resolution"). We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939,as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1),Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Note as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Note may not be transferred except to a bank, savings association, insurance company or other "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517,Florida Statutes. DATED this_day of 12019. BRANCH BANKING AND TRUST COMPANY By: Name: Its: Banking Officer B-1 4848.7432-1415.2 43699/0002 4812-8849-1949 v.4 IS34 EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser,proposes to negotiate with the City of Edgewater, Florida (the "Issuer") for the purchase of its Non Ad-Valorem Revenue Note, Series 2019 in one or more Series (collectively,the 'Note") in the principal amount of not to exceed$625,000. Prior to the award of the Note,the following information is hereby furnished to the Issuer: 1. Set forth is an itemized.list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Note (such fees and expenses to be paid by the Issuer): None 2. (a) No other fee,bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Note to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(l)(a), Florida Statutes), other than the expenses to be incurred with respect to Bank's Counsel, as described in paragraph (1) xp above. (b) No person has entered into an understanding with the Bank; or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Note. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is$0. 5. Truth-in-Bonding Statement: The Note is being issued primarily to finance the acquisition and lease financing of two police vehicles and one fire track to be operated by the City of Edgewater. Unless earlier redeemed, the Note is expected to be repaid at the end of five (5) years with respect to the Series 2019A Note and ten(10)years with respect to the Series 2019B Note. Using the initial interest rate of 2.38% and 2.45%, respectively, as the interest rate applicable to . the Series 2019A Note and Series 2019B Note over its term,total interest paid over the life of the Series 2019A Note is estimated to be $ and total interest paid over the life of the Series 2019B Note is estimated to be$ v' The Note will bePaY able solely from Pledged Revenues of the Issuer under and as described in its Resolution No. 2019-R-25 adopted by the Issuer on December 2, 2019 (the "Resolution"). See the Resolution for a definition of Pledged Revenues. Based. on the above assumptions, issuance of the Note is estimated to result in a maximum of$ of Pledged C-1 4E4E-7432-1415.2 3' 43699/0002 € 4812-8849-1949 v.4 JS34 Revenues of the Issuer not being available to finance the services of the Issuer in any one year during the life of the Note. 6. The name and address of the Bank is as follows: Branch Banking&Trust Company 5130 Parkway Plaza Blvd.,Building No. 9 Charlotte,NC 28217 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Bank this_day of ,2019. BRANCH BANKING AND TRUST COMPANY By: Name: Its: Banking Officer C-2 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 IS34 EXHIBIT D FORM OF NOTE ANY HOLDER SHALL,PRIOR TO BECOMING A HOLDER,EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION(HEREIN DEFINED). $625,000 CITY OF EDGEWA.TER,FLORIDA NON AD-VALOREM REVENUE NOTE,SERIES 2019[A][B] Issue Date:December ,2019 Maturity Date October 1,20_ KNOW ALL MEN BY THESE PRESENTS that the City of Edgewater, Florida (the "Issuer"), a political subdivision created and existing pursuant to the Constitution and the laws of the State of Florida,for value received,promises to pay from the sources hereinafter provided,to the order of Branch Banking and Trust Comuany or its registered assigns (hereinafter, the "Holder"),the principal sum advanced hereunder in an amount equal to $625,000, together with interest on the outstanding principal balance of this Note at such interest rates described below based upon a year of 360 days consisting of twelve 30-day months. Unless sooner paid in accordance with the terms of this Note, all outstanding amounts under the Note shall be due and payable on the Maturity Date. Principal of and interest on this Note is payable in lawful money of the United States of America at such place as the Holder may designate to the Issuer in writing. Capitalized terms used herein but not defined shall have the respective meanings set forth in that certain Resolution No. 2019-R-25 duly adopted by the Issuer on.December 2, 2019 as from time to time amended and supplemented(herein referred to as the "Resolution"). Interest shall accrue on the outstanding principal balance of this Note at a fixed interest rate equal toi_%o (the "Initial Rate") and is subject to adjustment as set forth herein and in the Project Documents. Principal of and interest on this Note shall be paid in accordance with the Project Documents. This Note is subject to optional prepayment in whole, but not in part, by the Issuer in accordance with the terms of the Resolution. At least five (5) days prior to the optional prepayment date, written notice of any such prepayment shall be mailed, postage prepaid to the registered Holder at the address appearing upon the registration books of the Issuer. If any date for the payment of principal and interest hereon shall fall on a day which is not a business day the payment due on such date shall be due on the next succeeding day which is a business day, but the Issuer shall not receive credit for the payment until it is actually received by the Holder. D-1 4846-7432-1415.2 43699IM2 4812-8849-1949 v.4 J534 All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Holder,and the balance thereof shall apply to principal. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN TILE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Note is issued pursuant to the Act. All terms, conditions and provisions of the Resolution, including without limitation interest rate adjustments and remedies upon the occurrence of an event of default, are by this reference thereto incorporated herein as a part of this Note. Payment of this Note is secured by Pledged Revenues. This Note may be exchanged or transferred by the Holder hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in connection with the execution, delivery and the issuance of this Note do exist,.have happened and have been performed in due time,form and manner as required by law,and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. Should subsequent but currently unforeseen actions cause this Note to not be classified as a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code, the interest rate on this Note shall be adjusted to that level necessary to ensure that the anticipated after tax yield contemplated by the Holder at the time of issuance of this Note is received. In the event that the interest on this Note 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 this Note is deemed to be included in the gross income of the Holder for federal or state income taxation, or in the event the Holder is unable to deduct any other amounts as a result of purchasing or carrying this Note, 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 Holder may be subj ect,or in the event of any action which would otherwise decrease the after tax yield to the Holder, the interest on this Note shall be adjusted to that level necessary to ensure that the anticipated after tax yield contemplated by the Holder at the time of issuance of this Note is received. In no event, however, shall the interest rate on this Note exceed the maximum rate permitted by law. D-2 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its City Clerk, and its seal to be impressed hereon, all as of this_day of December,2019. CITY OF EDGEWATER,FLORIDA By: Mayor ATTEST: By: City Clerk D-3 4848-7432-1415.2 43699/0002 4812-8849-1949 v.4 JS34 USE OF PROCEEDS CERTIFICATE The undersigned Finance Officer of the CITY OF EDGEWATER, FLORIDA (the "Lessee"), is among the Lessee's officers charged with responsibility for the Lessee's entering into a Lease Agreement dated as of December 4,2019 (the "Agreement"), with Branch Banking and Trust Company ("BB&T"). This Certificate is delivered as part of the official record of the proceedings for the delivery of the Agreement, as contemplated by Treasury Regulations Section 1.148-2(b)(2). I am executing and delivering this Certificate on behalf of the Lessee to set forth in good faith the Lessee's reasonable expectations concerning the use and investment of financing proceeds and other related matters, in order to assure that interest on the Obligations (as defined below) will be excluded from gross income for federal income tax purposes. I understand that I have an obligation to make the representations in this Certificate both correct and complete. All capitalized terms used in this Certificate and not otherwise defined have the meanings assigned to such terms under the Treasury Regulations applicable to tax-exempt bonds. PURPOSE OF AGREEMENT 1. The Lessee is executing and delivering the Agreement today to provide funds to finance the acquisition of the equipment set forth in the Agreement(the "Equipment"), and to pay certain financing costs. BB&T will advance funds for the Equipment to the Lessee pursuant to the Agreement. BB&T is entering into the Agreement for its own account with no current intention of reselling its rights under the Agreement or any interest therein, except that BB&T may make an assignment of payment rights to an affiliate,in whole, at par and without recourse. PROCEEDS; PAYMENT OBLIGATIONS 2. (a) In accordance with the Agreement,BB&T will advance on behalf of the Lessee the amount of$620,000.00 (the "Proceeds") by making deposits into two separate Project Funds created pursuant to the Agreement and wiring out all Costs of Issuance at closing. (b) Under the Agreement, the Lessee is obligated to pay Installment Payments (as defined in the Agreement) on the dates and in the amounts set forth in the Agreement (the Lessee's obligations to pay Installment Payments are referred to in this Certificate as the "Obligations"), subject to prepayment as provided in the Agreement. (c) The Installment Payments reflect the repayment of the Proceeds and include a designated interest component corresponding to an annual interest rate as set forth in the Agreement. The Lessee does not expect to prepay any of the Obligations prior to the scheduled payment dates. USE OF PROCEEDS; REIMBURSEMENT 3. (a) All of the Proceeds and all investment earnings thereon will be used to pay Project Costs, including costs incurred in connection with the execution and delivery of the Agreement and interest on the Obligations during the construction period. (b) All of such costs will be incurred and expenditures made subsequent to today, except for reimbursement to the Lessee for (i) amounts (A) paid by the Lessee not more than 60 days prior to the Lessee's declaration of its official intent to reimburse itself for such expenditure, and (B)paid by the Lessee within 18 months of the later of(1) the date the original expenditure was paid, or (2) the date the project to which such expenditure relates was placed into service (but in no event more than three years after the original expenditure was paid); (ii) amounts representing preliminary expenditures such as engineering, design and similar preliminary expenses, as well as any legal, accounting, or other professional fees incurred in connection with the Lessee's entering into the Agreement and related transactions, in an aggregate amount not exceeding 20% of the principal amount of the Obligations, or (iii) an amount not exceeding the lesser of$100,000 or 5%percent of the Proceeds. (c) All of the costs to be paid or reimbursed from Proceeds will be Capital Expenditures, and none will be Working Capital Expenditures. No portion of the Gross Proceeds will be used, directly or indirectly,to make or finance loans to two or more ultimate Lessees. QUALIFICATION FOR TEMPORARY PERIOD 4. Acquisition of the Equipment will begin, or did begin, on or about December 5, 2019. Acquisition of the Equipment will proceed with due diligence, and the Equipment will be placed in service beginning on or about December 1, 2020. Within six months of today (if it has not already done so), the Lessee will enter into substantial binding obligations to third parties to spend Proceeds on Project Costs that are Capital Expenditures in an amount exceeding 5% of the amount financed. The Lessee estimates that all the Proceeds and all the investment earnings thereon will be fully expended within 12 months from today. INVESTMENT PROCEEDS 5. (a) Any earnings or net profit derived from the investment of the Proceeds will be used to pay additional Project Costs or interest on the Obligations not later than the date that is the later of(i) three years from today or (ii) twelve months from the date of the receipt of such earnings. (b) After the date that is three years from today, the Lessee will not invest any of the Gross Proceeds at a Yield in excess of the Yield on the Obligations. (c) No investment will be acquired or disposed of at a cost or price that exceeds its Fair Market Value as of the acquisition date, or which is less than its Fair Market Value as of the disposition date.No portion will be invested in any investment as to which the economic return is substantially guaranteed for more than three years. (d) No portion of the Gross Proceeds will be used, directly or indirectly, to replace funds that the Lessee used (directly or indirectly) to acquire securities or obligations producing (or expected to produce) a Yield higher than the Yield on the Obligations. NO OVER-ISSUANCE OR EXCESSIVE MATURITY 6. (a) The sum of the Proceeds and the reasonably expected investment earnings thereon does not exceed the amount reasonably expected to be required to pay Project Costs, including interest on the Obligations during construction and financing costs. (b) The term of the Obligations is not longer than reasonably necessary for the governmental purposes thereof, and is not longer than the expected remaining useful life of the Equipment. (c) In connection with the issuance of the Obligations,the Lessee has not utilized any device 9not described in this Certificate) which attempts to circumvent the restrictions of the Code to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage. The Lessee has not attempted to increase improperly the burden on the market for tax-exempt securities (for example,by selling its obligations in larger amounts or with longer maturities, or selling them sooner,than would otherwise be necessary). COMPLIANCE WITH REBATE REQUIREMENT 7. In the Agreement, the Lessee has agreed to comply with provisions of the Code which in some circumstances require the Lessee to pay some of its investment earnings to the United States, as provided in Code Section 148. PRIVATE ACTIVITY TESTS 8. No payment on the Obligations is secured by property to be used in any private business (meaning any trade or business carried on by any person, including the federal government, that is not a state or local government, but excluding uses by any person as a member of the general public).None of the Proceeds are to be used for any such private business use. The Lessee has no leases, management contracts or other agreements with private entities or the federal government for either(a)management or operation of the Equipment, or(b) the use of designated portions of the Equipment. QUALIFIED TAX-EXEMPT OBLIGATIONS 9. (a) For the reasons set forth in Section 8 above,none of the Obligations are "private activity bonds" within the meaning of Code Section 141. The aggregate amount of tax- exempt obligations, including the Obligations, issued and reasonably expected as of today to be issued in the current calendar year by(i)the Lessee, (ii) all entities on behalf of which the Lessee issues tax-exempt obligations, (iii) all governmental units that are "subordinate" to the Lessee, within the meaning of Code Section 265(b)(3), and (iv) all entities that issue tax-exempt obligations on behalf of the same such entities, does not exceed $10,000,000. The Lessee has no reason to believe that the Lessee and such other entities will issue tax-exempt obligations in the current calendar year in an aggregate amount that will exceed such$10,000,000 limit. (b) In making the statements in subparagraph(a) above,I have taken into account(i) all the Lessee's departments and agencies and (ii) all political subdivisions or other entities (x) which have the power to borrow money or enter into contracts and (y) of which the Lessee is a member or over which it has legal or practical control. For all of such entities, I have taken into account all bonds, bond anticipation notes, installment or lease-purchase contracts and all other obligations to pay money (excluding only current accounts payable and private activity bonds) issued or to be issued or contracted by such entities in the current calendar year. I have not included any private activity bonds or any refunding obligations excluded from the annual $10,000,000 calculation by Code Section 265(b)(3). (c) The Lessee designates each of the Installment Payments under the Agreement as a "qualified tax-exempt obligation" for the purposes of the Code. INVESTED SINKING FUNDS 10. There are no funds (a)to be held under the Agreement or(b) which are pledged as security for the Obligations (including by way of negative pledges), or which will be used to pay the Obligations, or which could be reasonably be expected to be available to pay the Obligations if the Lessee were to encounter financial difficulty, other than the Project Fund referenced above. The Lessee will pay the Obligations from its general funds, with there being no obligation (or expectation) on the part of the Lessee or any other entity to segregate or identify any particular funds or accounts for the payment of or security for the Obligations. MISCELLANEOUS 11. (a) No substantial part of the Equipment will be sold, no arrangement has been or will be entered into with respect to the Equipment that would be treated as a sale for federal income tax purposes, and the Lessee expects to use the Equipment for their currently- intended purpose at least until the stated date for final payment of the Obligations, in all cases other than such insubstantial portions as may be disposed of in the ordinary course of business due to normal wear or obsolescence. (b) There are no other tax-exempt bonds, notes or obligations of the Lessee which(1) were or will be sold within 15 days of the date the Agreement was entered into, (2) were or will be sold pursuant to a plan of financing common with the plan of financing for the Agreement, and (3) are reasonably expected to be paid from substantially the same source of funds as the Agreement. (c) None of the Proceeds will be used to make any payment on any other Lessee obligation that was contracted in the exercise of the Lessee's borrowing power. (d) No portion of the Obligations is Federally Guaranteed. (e) The Lessee will cooperate with BB&T in preparing, executing, and filing in a timely manner IRS Form 8038 and such other reports and documents as may be required in order for the interest on the Obligations to be excluded from gross income for federal income tax purposes. REASONABLENESS; BINDING EFFECT 12. To the best of my knowledge and belief, the expectations set forth above are reasonable and the statements set forth above are correct. The Lessee's covenants made as described in this Certificate are intended as binding covenants of the Lessee. WITNESS my signature this '�'day of December, 2019. financefficer City of Edgewater, Florida FORM OF CERTIFICATE DESIGNATING LESSEE REPRESENTATIVES In accordance with the terms of the Lease Agreement dated December 4, 2019 (the "Agreement") between the City of Edgewater, Florida (the "Lessee") and Branch Banking and Trust Company (`BB&T"), the Lessee designates the following persons as Lessee Representatives authorized to sign requisitions to withdraw funds from the Project Fund account (as such terms are defined in the Agreement): Printed JName: _ Signature: f i Cl Yom-- ��'► The Lessee may designate additional Lessee Representatives to sign requisitions upon written notification to BB&T. City dgewa ,Fl ', a CityTie. D-1 Doran SimsWo I fe Ciocchetfi6 Yoon Attorneys at Law A Partnership of Professional Associations Michael Ciocchetti 1020 W. International Speedway Boulevard, Suite 100 Phone: (386)253-1111 Theodore R. Doran Post Office Drawer 15110 Fax: (386) 253-4260 G. Larry Sims Daytona Beach, FL 32115 Aaron R.Wolfe REPLY TO: Carol A.Yoon awolfe@doranlaw.com December 4, 2019 City of Edgewater, Florida Branch Banking and Trust Company Charlotte,North Carolina Lease Financing for Citv of Edgewater,Florida Ladies and Gentlemen: I have represented the City of Edgewater. Florida (the "Lessee"), in coimection with the Lessee's authorization, execution and delivery of a Lease Agreement dated as of December 4, 2019(the "Lease Agreement"),between the Lessee and Branch Banking and Trust(`BB&T"). Tn this connection,I have reviewed(a)the Constitution of the State of Florida and other applicable law; (b) certain proceedings taken by the Lessee, including a resolution (the 'Resolution"), duly adopted by the Lessee,pertaining to the authorization of the Lease Agreement and related transactions;(c)an executed copy of the Lease Agreement; and (d) such other information and documents as I have deemed relevant in order to render this opinion. Based upon the foregoing, it is my opinion that: 1. The Lessee is a municipal corporation,validly existing under the Constitution and laws of the State of Florida. 2. The Lessee has duly adopted the Resolution. 3. The Lessee has duly authorized,executed and delivered the Lease Agreement.Assuming the due authorization, execution and delivery of the Lease Agreement by every other party,thereto,the Lease Agreement constitutes a valid and binding agreement of the Lessee enforceable in accordance with its tern-is. City of Edgewater Branch Banking and Trust Company December 4, 2019 Page 2 of 2 The enforceability of the Lessee's obligations with respect to the Lease Agreement is subject to the provisions of bankruptcy,insolvency,reorganization,moratorium and similar laws affecting the enforcement of creditors' rights. The enforceability of such obligations is also subject to usual equity principles, which may limit the specific enforcement of certain remedies. 4. No further approval,consent or withholding of objections is required from any federal,state or local government authority with respect to the Lessee's entering into the Lease Agreement,the Lessee's performing its obligations thereunder or the transactions contemplated thereby. The Lessee has complied with all applicable public-bidding procedures regarding the Equipment(as defined in the Lease Agreement) and the transactions contemplated by the Lease Agreement. 5. All of the Equipment described in the Lease Agreement is intended to be financed by the Lessee will be personal property when installed as expected, and no portion will be real property or a "fixture" within the meaning of the Florida Uniform Commercial Code. 6. There is no litigation or any proceeding before any governmental agency pending or, to the best of my knowledge after reasonable investigation,threatened against the Lessee(or any official thereof in an official capacity)with respect to (a) the Lessee's organization or existence, (b)the Lessee's authority to execute and deliver the Lease Agreement, to adopt the Resolution or to comply with the terms thereof, (c) the transactions contemplated by the Lease Agreement and the Resolution, (d) the title to office of any Lessee governing board member or any other Lessee officer,or(e)any authority or proceedings relating to the Lessee's execution or delivery of the Lease Agreement. Sine l*olfe Aaron R ARW:kI ..,,,8038-G Information Return for Tax-Exempt Governmental Bonds 0-Under Internal Revenue Code section 149(e) (Rev.September 2018) ►See separate instructions. OMB No.1545-0720 Department of the Treasury Caution:f(the issue price is under$100,000,use Form 8038-GC. hternal Revenue Service ►Go to www.irs.gov/F8038G for Instructions and the latest information. Reporting Authority _ __ If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Edgewater,Florida 59-6000314 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 31a Telephone number of other person shown on 3a Room/suite 5 Report number(For IRS Use Only) 4 Number and street(or P.O.box if mail is not delivered to street address) P.O.Box 100 .3 6 City,town,or post office,state,and ZIP code 7 Date of issue Ed ewater FL 32132 12/04/2019 8 Name of issue 9 CUSIP number Installment Purchase-Patrol Vehicles 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Brid ette King, Finance Director 386-424-2400 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 94,000 00 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe► 18 19a If bonds are TANS or FANS,check only box 19a . . . . . . . . . . . . . . . P. ❑ b If bonds are BANS,check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or installment sale,check box . . . . . . o . . ► ❑r Description of Bonds. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 07/01/2024 $ 94 000.00 $ 94,000.00__ 2.7984 years 2.38 % Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 00 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 94000 00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 4,444 00 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds.Complete Part V . . . . 28 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . 29 4 444 00 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 3() 1 89,5561 00 Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) 10- 34 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No,637735 Form 8038-G(Rev.9-2018) Form 8038-G(Rev.9-2018) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds Invested or to be. Invested in a guaranteed investment contracts (GIC).See instructions . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC►(MWDD/YYYY) c. Enter the name of the GIG provider 0- $ `.b 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used o make loans l to other governmental units . . . . . . . . . . . . . . . . . . 37 38a. If this issue is a loan made from the proceeds of another tax exempt issue,check box► ❑and enter the following information: b Enter the date of the master pool bond►(MM/DD/YYYY) . c Enter the EIN of the issuer of the master pool bond Op- d Enter the name of the issuer of the master pool bond► 39 If the issuer has designated the issue under section 265(b)(3)(8)(i)(II1)(small issuer eicception),check box . . . ► 40 if the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box , ► ❑ 41a If the issuer has identified a hedge,check here► ❑and enter the following information, b Name of hedge provider► ; c Type of hedge► d Term of hedge 0- 42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . ► ❑ # 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑and enter the amount of reimbursement . . . . . . . . . . . . . . 0-- b b Enter the date the official intent was adopted► MM/DDNY Under penalties or perjury,t declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they ara true,correct;and complete.I further declare that i consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the that 1 have_51therlied above. c Consent ,, p 1. ;( Bridgette King,Finance Director t Signator o�u'er's authorized rep we Date Type or print name and title Paid Prtrt'-ypeprepa name P ss lure Date Check ❑ if P-nN Prepares rV^ self-employed Use Only Firm's name ► Branch Bankin and Trust Com an' Fkm's BN 0- 56-1074313 Firm's address► P.O.Box 483 Winston-Salem NC 27102 Phone no. 704-954-1703 Form 8038-G(Rev.9-2018) ) i f It t Y l f j 3. 6 r i i Form 8038-G Information Return for Tax-Exempt Governmental Bonds ►Under Internal Revenue Code section 149(e) (Rev.September 2018) 10-See separate instructions. OMB No.1545-0720 Department of the Treasury Caution:If the Issue price is under$100,000,use Form 8038-GC. Internal Revenue Service ►Go to www.irs.gov/F8038G for instructions and the latest information. JIM Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Edgewater,Florida 59-6000314 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/sure 5 Report number(For IHS Use Only) P.O.Box 100 151 6 City,town,or post office,state,and ZIP code 7 Date of issue Edgewater,FL 32132 12/04/2019 8 Namc of issue 9 CUSIP number Installment Purchase-Fire Truck 10a Name and title of offirer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Brid ette King,Finance Director 386-424-2400 Type of Issue(enter the issue price).See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 526,000 00 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe► 18 19a If bonds are TANS or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑ b If bonds are BANS, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or installment sale,check box . ► ✓❑ Description of Bonds. Complete for the entire issue for which this form is being filed. a Final maturity date (c)Stated redemption (d)Weighted ( ) ty (b)Issue price (e)Yield price at maturity average maturity 21 07/01/2029 $ 526 000.00$ 526 000.00 5.4628 years 2.45 % Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 00 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 526,000 00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 21,005 00 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 21,0051 00 f 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 1 504,9951 00 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.0 2018) i ff t t Form 8038-G(Rev,9-20A Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section.'141(b)(5) . . . 35 38a Enter the amount of gross proceeds invested or lobe invested in a guaranteed investment contracts (GIC).See instructions 36a b Enter the final maturity date of the GIC lo.(MM/DD/YYYY) s c Enter the name of the GIC provider 10- 37 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to.make loans < to other governmental units . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information: i. b Enter the date of the master pool bond►(MWDDIYYYY) # c Enter the EIN of the issuer of the master pool bond 0- d d Enter the name of the issuer of the master pool bond► r 1 39 If the issuer has designated the Issue under section 265(6)(3)(8)(t)(111)(small issuer exception),check box . . . . ► ❑✓ _ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . ► ❑ i 41a if the issuer has identified a hedge,check here► ❑and enter the following information', b Name of hedge provider► S c Type of hedge 0- d d Term of hedge Is- 42 42 If the issuer has superintegrated the hedge,check box.. . . . . . . . . ► ❑ 43 if the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated 3 according to the requirements under the Gode and Regulations(see instructions),check box 1► ❑ { 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑and enter the amount of reimbursement . . . . , b Enter the date the official intent was adopted,► MMIDD/YY Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete:I further declare that I consent to the IRS's disclosure of the Issuer's return information,as necessary to and process this returnto the person thV hate authorized above. Consent r �� x Bridgette King,Finance Director `Signa of issuer's authorized representative Date `Type or print name and title Paid Prin pe prepay 's name Pre is stg ture Date IXiec[t❑if P71N y Preparer V t Z�- i f self-employed i Firm's name r Branch Banking and Trust Company Firm's EIN 1► 56-1.074313 s Use only l Firm's address► P.O.Box 483 Winston-Salem NC 27102 Phone no. 704.954-1703 $ Form 8038-G(Rev.9-2018) t 8 it I i £ 4 1 1 f i i f 3 7 i 1 i E 1 4 S 5 { HilltopSecurities Memorandum AHilltop Holdings Company. Mark P. Galvin Managing Director Date: December 2, 2019 (Closing Date: December 4,2019) To: Distribution List Subject: City of Edgewater,Florida $620,000.00 Lease Purchase Agreement, Series 2019 This memorandum will outline information for the closing of the$620,000.00 Lease Purchase Agreement,Series 2019(the"Agreement')between the City of Edgewater(the"Lessee")and Branch Banking and Trust Company - BB&T (the "Lessor"), which consists of$94,000.00 Series 2019A and $526,000.00 Series 2019B and summarize the money transfers necessary for closing. The actual wiring of monies to complete the closing will occur on the morning of December 4, 2019. I. SCHEDULE Pre-Closing Date: Monday,December 2,2019 Time: 5:00 p.m. (Before the City Council Meeting) Place: City of Edgewater 104 North Riverside Drive Edgewater, FL 32132 Closing Date: Wednesday, December 4, 2019 Hilltop Securities Inc. direct 407.426.9611 450 South Orange Ave fax 407.426.7835 Suite 460 mark.galvin@hilltopsecurities.com Orlando,Florida 32801 Ildhopsecurities.com 11. DELIVERY AND AUTHENTICATION OF THE AGREEMENT Nelson Mullins ("Bond Counsel") will prepare and/or review customary financing documentation associated with the financing.The$94,000.00 Series 2019A will mature on July 1, 2024 and shall bear interest at a fixed rate of 2.38% per annum, the $526,000.00 Series 2019B will mature on July 1, 2029 and shall bear interest at a fixed rate of 2.45% per annum. III. SETTLEMENTS FROM THE BANK Proceeds transfer from the Bank is as follows: Par Amount $ 620 000.00 Total Transfer Amount S 620"-N Proceeds to be applied as follows: Project Fund Deposit—Series 2019A $ 89,556.00 Project Fund Deposit—Series 2019B 504,995.00 Cost of Issuance 25,449.00 Total Transfer Amount 620,000 00 N. TRANSFER OF THE AGREEMENT PROCEEDS On the morning of December 4, 2019 and after all agreement documents have been executed, the Bank will fund $620,000.00 to the City for the Project Funds and costs of issuance associated with the Agreement. Wire and internal transfer instructions are below. (1) From the Bank to the City of Edgewater: A. $594,551.00—BB&T shall internally transfer$89,556.00 for the Series 2019A Project Account and$504,995.00 for the Series 2019B Project Account to remain at BB&T. B. $25,449.00—BB&T shall wire transfer to the City for costs of issuance. Wire instructions for the City are as follows: Wire amount: $25,449.00 Routing number: 061000104 Bank Name: SunTrust Bank,N.A. Beneficiary account Number: 1000156134867 Beneficiary account name: City of Edgewater Operating Account 2 Beneficiary physical address: 104 N. Riverside Drive, Edgewater,FL 32132 Bank Swift Code: SNTRUS3A V. DELIVERY AND CLOSING OF THE AGREEMENT Upon confirmation of the receipt of the above wire transfer, execution, and delivery of all closing documents and legal opinions associated with the Agreement,Bond Counsel shall contact the City and the financing will then be closed. VI. POST-CLOSING Upon a successful closing, the City will disburse funds to pay issuance costs associated with the financing. Approved and Accepted by: City of Edgewater, Florida Bridgette King,Finance Director Branch Banking and Trust Company 3 Beneficiary physical address: 104 N.Riverside Drive, Edgewater,FL 32132 Bank Swift Code: SNTRUS3A V. DELIVERY AND CLOSING OF THE AGREEMENT Upon confirmation of the receipt of the above wire transfer,execution, and delivery of all closing documents and legal opinions associated with the Agreement,Bond Counsel shall contact the City and the financing will then be closed. VI. POST-CLOSING Upon a successful closing, the City will disburse funds to pay issuance costs associated with the financing. Approved and Accepted by: City of Edgewater,Florida Bridgette King,Finance Director Branch Banking and Trust Company L--- 'L-2 Y 4J 3 A. ........ _._... .�._._. _ I SERIES 2019A NOTE ' ,DER SHALL, PRIOR TO BECOMING _ ___ _, TE A PiIR I � F1�ATE IN THE F6RM ATTACHED TO T 7REREIN D 1�--- )=- CITY OF EDGEWATER,FLORIDA NON AD-VALOREMREVENUE NOTE,SERIES 2019A ——1AMM : December 4 2019 = i Dale: July! KNOW ALL MEN BY THESE .PRESENTS that the .City.of.Edgewater, Florida (the "Issuer"), apolitical subdivision created and existing pursuant to the.Constitution and the laws of ;the sources;hereinafter zr1 _ -- s — —_ t = f Branagh _o Comnany�or�ts� ?eistejedassigns (her —_ — PY � 'ol er"), the princip r�adVMa ed hereunder in an aggregate principal amount no e eee $94,000, together with interest on the outstanding principal balance of this Note at such interest rates described below based upon a year of 360 days consisting of twelve 30-day months. Unless Heid in accordance with the terms of this Note,al. is under thet�h e payable on the Maturity'Da:t Principal ofd=_ _ � ote is paya I IBM= -- - rr�a G of the United States of America at such place R-&-W esignate to sUar writing. Capitalized terms used herein but not defined shall have the respective meanings set forth in that certain Resolution No.2019-R-25 duly adopted by the Issuer on December 2,2019 as from erne tit me amended and sn pl it (herein referred to as the"Resolution"). _ IMrest shall c re n _ s ding principal l*nce of this Note at a — r r _ — rate equal to 2.380% (t e Initial Rate") and is subject to adjustment as,set forth herein and in the Project Documents. Principal of and interest on this Note shall be paid in accordance with the Pro'ect_Documents. = s Note is subject to op'ticinal prepayments iit part, by t — accorfance with the terms of the Resolution, At least fYays prior to the optional p ynent T date, written notice of any such prepayment shall be mailed, postage prepaid. to the registered Holder at the address appearing upon the registration books of the Issuer. a ny date fog= Has t ipal and inte�rest<heeon slal)fall on a day _ tmessday the pa r -shate shall be due on the next succeeding da crs business day,but the Issuer shall not receive credit for the payment until it is actually received by the Holder. M 1 payments by the Issuer,pursuant to this N - Mo accrued intz h- — uarges due the Halder,and he balance thm e — rcipal. I • – .� s ziM _ = = = = _ _ ; , THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE _— WITHIN THE MEANING OF ANY CQNI'��— L, STATUT . Q -- — _ I "72-R PROVISION OR LIMITATION, ANI�� _ __ =Y AGREE SHE � — _ —_ � _ — _ � EIrOF THIS NOTE:THAT SUCH NOTEHO __ IVrR HAVE'PI TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR Tom-E PAYMENT OF THE PB�TCIL OF AND INTEREST .QN THIS NOTE OR`THI tt -MATH OF ANY _�_c PROVIDED:FOR Ri THE�RESOLUTIO sued—pursuant to the Act. All terms, p conditions and provisions o the This Note is is Resolution, including without limitation interest rate adjustments and remedies upon the occurrence of an event of default,are by this reference thereto incorporated herein as a part of this went of this Note is secured py Pledged Re — N lk _ — This Note may be 'exchanged or transfeirecF ITM hereof but on OTF the registration books maintained by the Issuer and in the manner provided in the Resolution. __ is hereby certifiad�ec an clared that all acts,conditions and prerequisite�e_xir o _,=ppen and b — nt to and' connection with the`.execution,Arg lhmancc of this N� happened and Have been performed in due tiri_ a - manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. mould subsequent but currently,unforeseen a aftie to not be Gldmid —- - id tax-exemptobligation"pursuant to SectiffiL2M 4WIMCode,the77 on this Note shall be adjusted to that level necessary to cnsw:e that the anticipated afteMax yield contemplated by the Holder at the time of issuance of this Note is received. In the event that the interest on this Note is ever determined to be taxable for purposes.of federal or state income Mor in the eve �r l the interest on this Note is deemed to be inch —c = — -- _ — — — i gx_o e ne of the I~ cra Zf-VdcMMate income:taxation;or in the event the Hopi-� g— to cMuct any other an teas a result of purchasing or car�ying this Note, or in the n of a change in the alternative minimum tax or in the method of calculating the alternative maximum tax to which the Holder may be subject, or in the event of any action which would otherwise the after tax yield;to the Holder,the interest c tl Nyftsl --- adjusted ta�hatlev exto ensure that the anticipated after tax yieltte Holder airtef rmance of this Note is received. In no event,howev a hf-Wffist rate on this 11W ee the maximum rate permitted by law. _ _ IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Note to be ecu in its name by the manual signature of its May21 and awe--&the manual siMnaU e _ s erk, and its seal to be i. pressed hereon, all. �=December CIT EDGE ,F DA or (SEAL) _ ATTEST::; — Q fm =Min Matusicdrmmlm— 1 : _ _ _ __ SERIES 2019B NOTE _ — ± _ ,DER SHALL,PRIOR TO BECOMING Z TE A P = e-W4KFFCATE IN THE FORM ATTACHED TO T _THEREIN ESM_) — _ CITY OF EDGEWATER,FLORIDA. NON AD-VALOREM REVENUE NOTE,SERIES 2019B ol === M)aW: December 4,261 =— �a Date: July KNOW ALL MEN BY THESE PRESENTS that the.City of Edgewater, Florida (the "Issue=r"), a political subdivision created and existing pursuant.to the Constitution and the laws of _ iM1&f Florida,fo_ l _ =orrises to pay from the sources hereinafter pa 'OdAh— MIIIMEdMof Branchff Company;or its fegistered.assigns (her e = the rmci irdvance3 hereunder in an aggregate rinci al amount necee� a _ ITolder"), p pp p $526,000, together with interest on the outstanding principal balance of this Note at such interest rates described below based upon a year of 360 days consisting of twelve 30-day months. Unless =e id in accordance with the terms of this Note,alLau = amts under the t h _ — _ e _payable on the Maturity Dates Principal oW&C (MMote is payaff N M.l rnu►ey of the United States of America at such place €ufflM Ty cTesignate to fROARr of writing. Capitalized terms used herein but not defined shall have the respective meanings set forth in that certain Resolution No. 2019-R-25 duly adopted by the Issuer on December 2,2019 as from tip t ime amended and s pl en (herein referred to as the "Resolution"). - - - - - Itferest shall=- psafiding principal balance of this Note at a is rate equal to 2.450% (the"Initial Rate") and is subject to adjustment as set forth herein and in the Project Documents. Principal of and interest on this Note shall be paid in accordance with the Project=Qocuments. AW - - _ _ -tea M-N s Note is subject to option ,prepayment = pant, by t s _ accordance with the terns of the Resolution. At least j ays prior to the optional prepayment date, written notice of any such prepayment shall be mailed, postage prepaid to the registered Holder at the address appearing upon the registration books of the.Issuer. _ — SOM _ MA _ — — - - luny date fob— —ipal and i4tgest hereon shall fa11 on a dayt - a business day the pa .teshaate shall be due'on the next'succeeding dads - business day,but the Issuer shall not receive credit for the payment until it is actually received by the Holder. = ed — payments bathe Issuer pursuant to this N� o accru iLOT—=70M arges due the Hodder, and"the'balance there cipal, THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE _ISSUAk WITHIN THE MEANING .OF ANY CONSTIT4JUOMAL, STATUTORY O - R PROVISION OR LI1viZT TION, _ _ _ —_ ——_ �Y AGRE __ ElrOF THIS NOTE THAT SUCH NOTEHO1M_=VRAt& R HAVE Imo_ I TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR T-BE -L�YMENT OF THE PR.1 CI L OF AND INTEREST ON THIS NOTE OR TIS _ — — �4_-—OF ANY = - PROVIDED,FOR.IN THE RESOLUTIO—I _ p _ This Note is issuedffiursuant to the Act. All terms, conditions and provisions �the Resolution, including without limitation interest rate adjustments and remedies upon the occurrence of an event of default,are by this reference thereto incorporated herein as a part of this _ . ment of this Note is:secured by Pledged Reymmm This Note may be exchanged` or transferee t H erhereof but onl cW the registration books maintained by the Issuer and in the manner provided in the Resolution. his hereby certific cite"n eclared that all acts,conditions and prerequisites re�ir Al pen and =— - zrt to acid in connection witji the,execution,Alt ��s ba—ime of this gy p_ — v ' � _ —_ — — _ —� happened and have been per�omied in due tixa manner as required by law, and that the issuance of this Note is in fW1 compliance with and does not exceed or violate any constitutional or statutory limitation. Mould subsequent;butcurrently.,unforeseen augglapZ&= e to not be dfiRii- —_ tax-exempt obligation"pursuant to Secti Code,thdR. on this Note shall be adjusted to that level necessary tonsure that the anticipated after=t5cyield contemplated by the Holder at the time of issuance of this Note is received. In the event that the interest on this Note is ever determined to be taxable for purposes of federal or state incomeAM- — r inthe eve — — —lithe interest on this Note is deemed to be incl a —__ saw- R r e of the 10tffl rw&dMAftate income taxation,or in the event the Holr __ Y TM-Tuct any other an us a�eMt of purchasing or carrying this Note, or in th roof a change in the alternative minimum tax or in the method of calculating the alternative maximum tax to which the Holder may be subject, or in the event of any action which would otherwise _ Ba the after tax yield to the,Holder, the interest =Anis hkAwli be adjusted to-thabley j _tae=gmto ensure that;the anticipated.after tax yieltiite Holder atm -rssud�me7 this Note is received. In'no event,however= a li fst rate on this a"eM A ' the maximum rate permitted by law. gig -- _ __ MW a IN WITNESS WHEREOF, the City of Edgewater, Florida has caused this Note to be encu in its name by the manual signature of its Mayor and attgte4k the manual signature of- 0 = CIT"F ED W ER, O - - Agog (SEAL) _ MIR — I QST: M. n MatusiCAIRO _ : j _ - i I III 1 ..� M 07M _ _- PURCHASER'S CERTIFICATE This is to certify that Branch Banking and Trust Company (the "Purchaser") has not required the City of Edgewater, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of its Non Ad-Valorem Revenue Note, Series 2019 dated December 4, 2019, in an aggregate principal amount of the not to exceed $94,000 and its Non Ad-Valorem Revenue Note, Series 2019 dated December 4, 2019, in an aggregate principal amount of the not to exceed $526,000 (collectively, the "Notes"), and no inference should be drawn that the Purchaser, in the acceptance of said Notes, is relying on Bond Counsel or Counsel to the Issuer as to any such matters other than the legal opinion rendered by Counsel to the Issuer, Doran Sims Wolfe Ciocchetti&Yoon. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 2019-R-25, adopted by the City Council of the Issuer on December 2, 2019 (the "Resolution"). We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer,Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary and are purchasing the Notes as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Notes may not be transferred except to a bank, savings association, insurance company or other "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Notes for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. DATED this 31tay of , 2019. BRANCH BANKING AND TRUST COMPANY Its: -Bwtkint-Offleer- - �- 4826-0979-4990 v.2 DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with the City of Edgewater, Florida (the"Issuer")for the purchase of its Non Ad-Valorem Revenue Note, Series 2019 dated December 4,2019,in an aggregate principal amount of not to exceed$94,000(the"Series 2019A Note")and its Non Ad-Valorem Revenue Note,Series 2019 dated December 4,2019,in an aggregate principal amount of not to exceed $526,000 (the "Series 2019B Note" and together with the Series 2019A Note, collectively, the "Notes"). Prior to the award of the Notes, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Notes (such fees and expenses to be paid by the Issuer): None 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Notes to any person not regularly employed or retained by the Bank(including any"finder"as defined in Section 218.386(1)(a), Florida Statutes), other than the expenses to be incurred with respect to Bank's Counsel, as described in paragraph (1) above. (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly,expressly or implied,to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Note. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is $0. 5. Truth-in-Bonding Statement: The Notes are being issued primarily to finance the acquisition and lease financing of two police vehicles and one fire truck to be operated by the City of Edgewater. Unless earlier redeemed, the Series 2019A Note is expected to be repaid at the end of five (5) years and the Series 2019B Note is expected to be repaid at the end of ten (10) years. Using the initial interest rate of 2.38%and 2.45%,respectively,as the interest rate applicable to the Series 2019A Note and Series 2019B Note over the term, total interest paid over the life of the Series 2019A Note is estimated to be $6,260.59 and total interest paid over the life of the Series 2019B Note is estimated to be $70,399.53. The Notes will be payable solely from Pledged Revenues of the Issuer under and as described in its Resolution No. 2019-R-25 adopted by the Issuer on December 2, 2019 (the "Resolution"). See the Resolution for a definition of Pledged Revenues. Based on the above assumptions, issuance of the Notes is estimated to result in a maximum of$85,256.90 of Pledged 4837-3609-6686 v.2 Revenues of the Issuer not being available to finance the services of the Issuer in any one year during the life of the Notes. 6. The name and address of the Bank is as follows: Branch Banking& Trust Company 5130 Parkway Plaza Blvd., Building No. 9 Charlotte, NC 28217 IN WITNESS WHEREOF the undersigned has executed this Disclosure Statement on behalf of the Bank this 3'lday of , 2019. BRANCH BANKING AND TRUST COMPANY By: Name: ►�ir►v` v � Its: B ;,.., r'lff.•Pr �k Notice Of Sale Printed On: 12/3/2019 4:12:26PM Bond issue name: City of Edgewater, Florida Non Ad-Valorem Revenue Note, Series 2019 Sale date: 12/04/2019 Closing date: 12/04/2019 Submitted by: kstangle@broadandcassel.com Submission date: 12/03/2019 NELSON MULLINS ATTORNEYS AND COUNSELORS AT LAW M BROAD AND CASSEL Bank of America Center 390 North Orange Avenue 1 Suite 1400 Orlando,FL 32801 T:407.839.4200 F:407.425.8377 nelsonmullins.com "In Florida, known as Nelson Mullins Broad and Cassel December 13, 2019 VIA FEDERAL EXPRESS Ms. Bridgette A. King, Finance Director City of Edgewater 104 North Riverside Drive Edgewater, Florida 32132 Re: City of Edgewater, Florida Non Ad-Valorem Revenue Notes, Series 2019 Dear Bridgette: In connection with the above-referenced matter, I have attached the following documents for your records: 1. one original and fully executed Lease Agreement; 2. one original and executed Closing Certificate; 3. one copy of Resolution No. 2019-R-25 (the original was provided to the City Clerk); 4. one original and executed Use of Proceeds Certificate; 5. one original and executed Certificate Designating Lessee Representatives; 6. one copy of the executed Opinion of Lessee's Counsel (the original was provided to BB&T); 7. one copy of the 8038-G Form for Series 2019A (the original was provided to BB&T for filing with the IRS); 8. one copy of the 8038-G Form for Series 2019B (the original was provided to BB&T for filing with the IRS); 9. one original and fully executed Closing Memorandum; December 13, 2019 Page 2 10. one copy of the Series 2019A Note (the original was provided to BB&T); 11. one copy of the Series 2019B Note (the original was provided to BB&T); 12. one original and executed Purchaser's Certificate; 13. one original and executed Disclosure Letter; and 14. one copy of the Notice of Sale filed with the Division of Bond Finance. If you have any questions or concerns regarding these materials, please do not hesitate to let me know and, once again, thank you for providing our firm with the opportunity to assist you and your team with this transaction. Sine ely ate St le