Loading...
2020-R-09 - Truist Bank Financing Refuse Trucks RESOLUTION NO. 2020-R-09 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 2020, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $922,000, TO LEASE FINANCE THE ACQUISITION BY THE CITY OF UP TO FOUR REFUSE TRUCKS; AUTHORIZING THE ISSUANCE AND SALE OF THE NOTE TO TRUIST BANK 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 EXECUTE 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 Il, Florida Statutes, the Charter of the City, and other applicable provisions of law and this Resolution. B. "Bank"means Truist Bank. C. "City" or"Issuer"means the City of Edgewater, Florida. 4813-0216-5432 v.l SBl7 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 Vice 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 2020, in an aggregate amount of not to exceed $922,000 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 up to four refuse trucks to be operated by the City, including 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 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. 4813-0216-5432 v.1 SB17 2 R. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any supplements to or amendments of this Resolution. S. "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 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. 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 2020 calendar year. 4813-0216-5432 v.l SB 17 3 I 3 ' 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 2020" of the Issuer (the "Note") in the aggregate principal amount of not to exceed $922,000, 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. 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$922,000 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 7 years. The Note shall be payable with respect to both principal and interest in lawful money of the United States 4813-0216-5432 v.1 SB17 4 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. 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 fixed interest rate equal to 1.80%. The Issuer shall pay all accrued but unpaid interest under the Note annually on July 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, at anytime 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 thirty (30) 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 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 4813-0216-5432 v.l SBI 7 5 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 j the terms and provisions of the Project Documents. I 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, 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 ! 4813-0216-5432 v.l SB 17 6 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, 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. 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. 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 4813-0216-5432 v.1 SB17 7 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 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 j 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, 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 4813-0216-5432 v.I SB 17 8 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 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 4813-0216-5432 v.l SB 17 9 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: April 6, 2020. CITY COUNCIL >. f TY DGE ATE LORI (SEAL) By: Mik Thomas, r ATTEST: By. �, } Robin Matusick, City Clerk/Para gal Approved as to form By: (�aQL Aaron R. Wolk-.-/ City Attorney Doran Sims Wolfe Ciocchetti & Yoon 4813-0216-5432 v.l SB17 10 EXHIBIT A BANK PROPOSAL (See Attached) A-1 4813-0216-5432 v.I SB 17 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that Truist Bank (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 2020 dated April 8, 2020, in an aggregate principal amount of not to exceed $922,000 (the "Note"), and no inference should be drawn that the Purchaser, in the acceptance of said Note, is relying on Nelson Mullins Riley & Scarborough LLP ("Note Counsel") or Doran, Sims, Wolfe, Ciocchetti & Yoon ("Issuer's Counsel") as to any such matters. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 2020-R-09, adopted by the City Council of the Issuer on April 6, 2020 (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 8th day of April 2020. TRUIST BANK By: Name: Its: Banking Officer B-1 4813-0216-5432 v.1 SB17 EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with the City of Edgewater, Florida (the-"'Issuer=I") for the purchase of its Non Ad-Valorem Revenue Note, Series 2020 (the "Note") in the principal amount of not to exceed $922,000. 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): Bank Counsel $5,000 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 up to four refuse trucks to be operated by the City of Edgewater. Unless earlier redeemed, the Note is expected to be repaid at the end of six(6) years with respect to the Note. Using the initial interest rate of 1.80% as the interest rate applicable to the Note over its term,total interest paid over the life of the Note is estimated to be $60,652.30. The Note will be payable solely from Pledged Revenues of the Issuer under and as described in its Resolution No. 2020-R-09 adopted by the Issuer on April 6, 2020 (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$158,002.00 of Pledged Revenues of the Issuer not being available to finance the services of the Issuer in any one year during the life of the Note. C-1 4813-0216-5432 v.1 SB17 6. The name and address of the Bank is as follows: Truist Bank 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 8th day of April 2020. TRUIST BANK By: Name: Its: Banking Officer C-2 4813-0216-5432 v.1 SB17 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). $922,000 CITY OF EDGEWATER,FLORIDA NON AD-VALOREM REVENUE NOTE, SERIES 2020 Issue Date:April 8, 2020 Maturity Date:July 1, 2026 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 Truist Bank or its registered assigns (hereinafter, the "Holder"), the principal sum advanced hereunder in an amount equal to $922,000, 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. 2020- R-09 duly adopted by the Issuer on April 6, 2020 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 1.80% (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, at anytime by the Issuer in accordance with the terms of the Resolution. At least thirty (30) 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. 4813-0216-5432 v.1 SB 17 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 THE 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. 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 8th day of April 2020. Y EDGE T O [SEAL] r` ike Tho s, A4ay ATTEST: By: Robin Matusick, City Clerk/Paralegal 4813-0216-5432 v.1 SB17