76976 y
RESOLUTION PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF EXTENSIONS AND
IMPROVEMENTS TO THE WATER FACILITIES OF THE
MUNICIPAL WATER AND SEWER SYSTEM OF THE
CITY OF EDGEWATER, FLORIDA; AUTHORIZING
THE ISSUANCE BY THE CITY OF NOT EXCEEDING
$300,000 WATER AND SEWER REVENUE BONDS OF
1978 TO FINANCE A PART OF THE COST THEREOF;
PLEDGING THE NET REVENUES OF SAID SYSTEM,
CERTAIN MUNICIPAL EXCISE TAXES AND ALL
MONEYS OF THE CITY DERIVED FROM SOURCES
OTHER THAN AD VALOREM TAXATION AND LEGALLY
AVAILABLE FOR SUCH PURPOSE, TO SECURE PAY-
MENT OF THE PRINCIPAL OF AND INTEREST ON
THE BONDS; AND PROVIDING FOR THE RIGHTS OF
THE HOLDERS OF THE BONDS.
#f4q*atrrww
`O
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, as follows:
ARTICLE I
GENERAL
1.01 Authority for this Resolution. This Resolution
(this "instrument") is adopted pursuant to the provisions of
Chapter 159, Part I, Florida Statutes, and other applicable provi-
sions of law, and pursuant to Section 3.04(I) of Resolution No.
627 (the "Original Instrument") entitled:
"A RESOLUTION PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF EXTENSIONS AND
IMPROVEMENTS TO THE MUNICIPAL WATER AND
SEWER SYSTEM OF THE CITY OF EDGEWATER, FLOR-
IDA; AUTHORIZING THE ISSUANCE BY THE CITY OF
NOT EXCEEDING $700,000 WATER AND SEWER REVE-
NUE BONDS TO FINANCE A PART OF THE COST
THEREOF; PLEDGING THE NET REVENUES OF SAID
SYSTEM, CERTAIN MUNICIPAL EXCISE TAXES, AND
ALL MONEYS OF THE CITY DERIVED FROM SOURCES
O^HER THAN AD VALOREM TAXATION AND LEGALLY
AVAILABLE FOR SUCH PURPOSE, TO SECURE PAY-
MENT OF THE PRINCIPAL OF AND INTEREST ON
THE BONDS; AND PROVIDING FOR THE RIGHTS OF
THE HOLDERS OF THE BONDS, REPEALING ALL
RESOLUTIONS OR PARTS OF RESOLUTIONS IN CON-
FLICT HEREWITH, SPECIFICALLY REPEALING RESO-
LUTION NO. 607, AND PROVIDING AN EFFECTIVE
DATE THEREFORE,"
adopted by the City Council of the City of Edgewater, Florida
(the "Issuer") on December 31, 1975, and this instrument is supple-
mental to the Original Instrument.
1,02 Findings. It is hereby found and determined that:
(A) For the benefit of its inhabitants, the Issuer pres-
ently owns a water and sewer system (the "System"); and it is
necessary for the continued preservation of the health, welfare,
�0
convenience and safety of the Issuer and its inhabitants to con-
struct extensions and improvements to the water distribution facili-
ties of the System (the "Project"), in accordance with certain
plans and specifications now on file with the City Clerk of the
Issuer (the "Clerk").
(B) The Issuer has been advised by its consulting en-
gineers and it is hereby found and determined that the estimated
cost of constructing the Project in accordance with said plans and
specifications is estimated at $660,000, which shall be paid with
the proceeds of the sale of the bonds herein authorized (the
"Bonds"), a federal grant and available moneys of the Issuer, and
shall be deemed to include all expenses necessary, appurtenant or
incidental thereto, including the cost of any land or interest
therein or of any fixtures or equipment, or property necessary or
convenient therefor, the cost. of labor and materials to complete
such construction, engineering and legal expenses, fiscal expenses,
expenses for estimates of costs and revenues, expenses for plans,
specifications and surveys, interest during construction, if any,
administrative expenses and all other necessary miscellaneous
expenses.
(C)(i) Pursuant to Section 166.231, Florida Statutes,
formerly Section 167.431, Florida Statutes, the Issuer did, on
January 23, 1952, enact nonemergency Ordinance No. 13 levying and
imposing a utilities services tax on every purchase of electricity,
metered or bottled gas (natural, liquefied, petroleum gas or manu-
factured), telephone service and telegraph service within the
corporate limits of the Issuer.
The proceeds to be derived by the Issuer from the utili-
ties services tax are hereinafter referred to as the "Excise
Taxes."
(ii) The revenues to be derived annually from the rates,
rentals, fees and other charges made and collected for the services
and facilities of the System are estimated to be $395,300, and,
together with the Excise Taxes, will be sufficient to pay, as the
same shall become due and payable, the principal of and interest on
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the parity obligations, hereinafter defined, and the prior lien
obligations, hereinafter defined, the principal of and interest on
the Bonds and the annual cost of operating, repairing and maintain-
ing the System, the aggregate annual amount of which is estimated
to be $348,805. It is estimated that the period of usefulness of
the System will exceed forty-one years.
(D) It is deemed necessary and desirable to pledge the
net revenues of the System and the Excise Taxes to the payment of
the principal of and interest on the Bonds. No part of such reve-
nues and Excise Taxes have been pledged or hypothecated except with
respect to the Bonds, and except that such revenues have been
pledged to the payment of the principal of and interest on the
Issuer's outstanding Water and Sewer Revenue Bonds dated Augus[24,
1977 , hereinafter sometimes referred to as the "parity obliga-
tions" and to the payment of the principal of and interest on the
Issuer's outstanding Waterworks and Sewer System Refunding and
Improvement Revenue Bonds dated February 1, 1964, hereinafter
sometimes referred to as the "prior lien obligations". The Orig-
inal Instrument, in Section 3.04(I) thereof provides for the issu-
ance of additional parity obligations under the terms, limitations
and conditions provided therein; and the Issuer is authorized to
issue the Bonds as additionalparity obligations within the autho-
rization contained in Section 3.04(I) of the Original Instrument.
The Bonds shall be on a parity and rank equally, as to lien on and
source and security for payment from the net revenues of the System,
the Excise Taxes and all other moneys of the Issuer derived from
sources other than ad valorem taxation which shall be legally
available for such purpose, and in all other respects, with the
parity obligations. It is deemed necessary and desirable to pledge
as additional security for the payment of the principal of and
interest on the Bonds all moneys of the Issuer derived from sources
other than ad valorem taxation which shall be legally available for
such purpose.
(E) This instrument is declared to be and shall con-
stitute a contract between the Issuer and all of the holders of the
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Bonds; and the covenants and agreements herein set forth to be
performed by the Issuer are and shall be for the equal benefit,
protection and security of all of the legal holders of any and all
of the Bonds, all of which shall be of equal rank and without
preference, priority or distinction of any of the Bonds over any
other, except as hereinafter provided.
(F) The Issuer is not, under this instrument, obligated
to levy any ad valorem taxes on any real or personal property
situated within its corporate territorial limits to pay the prin-
cipal of or interest on the Bonds or to pay the cost of maintain-
ing, repairing and. operating the System. The Bonds shall not
constitute a lien upon the System or any other property of the
Issuer or situated within its corporate territorial limits.
1.03 Definitions. The following terms in this instru-
ment shall have the following meanings unless the text otherwise
expressly requires:
(A) "Bonds" shall mean the obligations of the Issuer
authorized to be issued pursuant to Section 2.01 of this instrument.
(B) "Gross Revenues" shall mean all moneys received from
rates, fees, rentals or other charges or income received by the
Issuer or accruing to it in the management and operation of the
System, all calculated in accordance with sound accounting practice.
(C) "Operating Expenses" shall mean all current expenses,
paid or accrued, for the operation, maintenance and repair of all
facilities of the System, as calculated in accordance with sound
accounting practice, and shall include, without limiting the gen-
erality of the foregoing, insurance premiums, administrative ex-
penses of the Issuer related solely to the System, labor, cost of
materials and supplies used for current operation, and charges for
the accumulation of appropriate reserves for current expenses not
annually recurrent but which are such as may reasonably be expected
to be incurred in accordance with sound accounting practice, but
excluding any allowance for depreciation or for renewals or replace-
ments of capital assets of the System. -
(D) "Net Revenues" shall mean Gross Revenues less
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Operating
Expenses.
(E) "Fiscal
Year" shall mean
the period commencing
on
October 1
of each year
and continuing to
and including the succeed-
ing September 30.
1.04 Project Authorized. The
Issuer is hereby
autho-
rized to
construct the
Project as defined in Section 1.02
(A)
above.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF REVENUE BONDS
2.01 Authorization of Revenue
Bonds. Subject
and pur-
suant to
the provisions
of this instrument, obligations of
the
Issuer to
be known as
"City of Edgewater
Water and Sewer
Revenue
Bonds of
1978" (the "Bonds") are hereby
authorized to be
issued in
an aggregate
principal
amount not exceeding
Three Hundred
Thousand
Dollars ($300,000)
for
the purpose of providing
funds to
pay a part
of the cost
of the Project
provided for
in Section 1.02 hereof.
2.02 Description of Bonds. The Bonds shall be
dated as
of the date
of their delivery;
shall bear
interest at not
exceeding
the legal
rate per annum,
payable on September
1, 1979 and
annually
thereafter on September
1 0£ each year;
and shall be in the
denom-
in:;tions,
be numbered
and mature on September
1 of each year
as
follows:
YEAR DENOMINATION
BOND NO. YEAR
DENOMINATION
BOND NO.
1981
$2,000
1 2005
$ 9,000
25
1982
3,000
2 2006
9,000
26
1983
3,000
3 2007
10,000
27
1984
3,000
4 2008
10,000
28
1985
4,000
5 2009
10,000
29
1986
4,000
6
1,000
30
1987
4,000
7 2010
10,000
31
1988
4,000
8
2,000
32
1989
4,000
9 2011
10,000
33
1990
4,000
10
2,000
34
1991
5,000
11 2012
10,000
35
1992
5,000
12
3,000
36
1993
5,000
13 2013
10,000
37
1994
5,000
14
3,000
38
1995
5,000
15 2014
10,000
39
1996
6,000
16
4,000
40
1997
6,000
17 2015
10,000
41
1998
7,000
18
5,000
42
1999
7,000
19 2016
10,000
43
2000
7,000
20
5,000
44
2001
7,000
21 2017
10,000
45
2002
8,000
22
6,000
46
2003
8,000
23 2018
10,000
47
2004
9,000
24
6,000
48
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The Issuer expects to finance the construction of the
Project with the proceeds of bond anticipation notes and other
moneys available for such purpose and expects that the Bonds will
not be issued until construction of the Project has been substan-
tially completed; and it is estimated that the Project will be com-
pleted in approximately one year. If, however, the Bonds are
issued prior to September 1, 1978, then the dates stated in this
Section (and the dates stated elsewhere in this instrument which
shall be directly related to the dates in this Section) shall be
accelerated by one year; or if the Bonds are not issued until after
September 1, 1979, then the dates stated in this Section (and the
dates stated elsewhere in this instrument which shall be directly
related to the dates in this Section) shall be deferred by one year.
2.03 Places of Payment. The Bonds shall be issued in
coupon form; shall be payable as to both principal and interest at
such place or places as the Issuer shall hereafter by resolution
designate, in lawful money of the United States of America; and
shall bear interest from the date of issue, in accordance with and
upon surrender of the appurtenant interest coupons as they sev-
erally mature, unless registered; provided, however, that Bonds
held by the United States of America, acting through the Farmers
Home Administration, U.S. Department of Agriculture (the "Govern-
ment"), shall be payable at "Finance Office, U.S. Department of
Agriculture, Farmers Home Administration, 1520 Market Street, St.
Louis, Missouri 63103," or at such other places as the Government
shall from time to time in writing designate to the Issuer.
2.04 Provisions for Redemption. Bonds maturing on or
before September 1, 1988 are not subject to redemption prior to
their respective stated dates of maturity. Bonds maturing Septem-
ber 1, 1989 and thereafter shall, at the option of the Issuer, be
redeemable in whole or in part, in inverse numerical and maturity
order, on September 1, 1988 or on any interest payment date there-
after at par and accrued interest, plus the following.premiums,
expressed as percentages of the par value of the Bonds so redeemed,
if redeemed in the following years:
5%, if redeemed on September 1, 1988 or thereafter,
to
and including September
1, 1991;
4%,
if
redeemed on September 1,
1992 or
thereafter,
to
and including September
1, 1995;
3%,
if
redeemed on September 1,
1996 or
thereafter,
to
and including September
1, 1999;
2%,
if
redeemed on September 1,
2000 or
thereafter,
to
and including September
1, 2003;
1%,
if
redeemed on September 1,
2004 or
thereafter,
to
and including September
1, 2007;
Without
premium, if redeemed September
1,
2008 or
thereafter,
but prior to maturity;
provided, however, that at least thirty (30) days prior to the
redemption date written notice of such redemption shall be given to
the paying agents for the Bonds and to each of the registered
owners at their respective addresses as they appear upon the regis-
tration books of the Clerk and shall be published at least once in
a financial newspaper published in the City of New York, New York.
Bonds held by the Government may be redeemed by the Issuer on any
interest payment date prior to maturity at the price of par and
accrued interest, without premium.
2.05 Execution of Bonds. The Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of
its Mayor and the corporate seal of the Issuer shall be impressed
thereon, attested and countersigned with the manual or facsimile
signature of the Clerk, provided that the signature of one of such
officers shall be manually executed thereon. In case any one or
more of the officers who shall have signed or sealed any of the
Bonds or whose facsimile signature shall appear thereon shall cease
to be such officer of the Issuer before the Bonds so signed and
sealed have been actually sold and delivered, such Bonds may never-
theless be sold and delivered as herein provided and may be issued
as if the person who signed or sealed such Bonds had not ceased to
hold such office. The validation certificate endorsed on the Bonds
shall be executed with the manual or facsimile signature of the
Mayor. Any Bond may be signed and sealed on behalf of the Issuer
by such person who at the actual time of the execution of such Bond
shall hold the proper office of the Issuer, although at the date of
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such Bonds such person may not have held such office or may not
have been so authorized. The coupons attached to the Bonds shall be
authenticated with the facsimile signatures of any present or
future Mayor and Clerk of the Issuer. The Issuer may adopt and use
for such purposes the facsimile signatures of any such persons who
shall have held such offices at any time after the date of the
adoption of this instrument, notwithstanding that either or both
shall have ceased to hold such office at the time the Bonds shall
be actually sold and delivered.
2.06 Negotiability and Registration. The Bonds shall be
and shall have all the qualities and incidents of negotiable instru-
ments under the law merchant and the Laws of the State of Florida,
and each successive holder, in accepting any of the Bonds or the
coupons appertaining thereto, shall be conclusively deemed to have
agreed that the Bonds shall be and have all of said qualities and
incidents of negotiable instruments.
The Bonds may be registered, at the option of the holder,
as to both principal and interest upon the books kept for the
registration and transfer of Bonds by the Clerk, as Bond Registrar,
and endorsed upon the Bonds by the Bond Registrar in the space
provided thereon. After such registration, no transfer of the
Bonds shall be valid unless made at the office of the Bond Regis-
trar by the registered owner or by his duly authorized agent or
representative and similarly noted on the Bonds, but at the expense
of the holders the Bonds may be discharged from registration by
being in like manner transferred to bearer, and thereupon transfer-
ability by delivery shall be restored. At the option and expense
of the holder, the Bonds may thereafter again from time to time be
registered or transferred to bearer as before. The Bond Registrar
shall not be required to make any such transfer of Bonds during
fifteen (15) days next preceding an interest payment date on the
Bonds, or in the case of any proposed redemption of Bonds, after
such Bonds have been selected for redemption. The person in whose
name any Bond shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of or on
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account of the principal of any Bond and the interest on any Bond
shall be made only to or upon the order of the registered owner
thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon
such Bond including the interest thereon to the extent of the sum
or sums so paid.
2.07 Bonds Mutilated, Destroyed, Stolen or Lost. In
case any Bond shall become mutilated, or be destroyed, stolen or
lost, the Issuer may in its discretion issue and deliver a new Bond
of like tenor as the Bond so mutilated, destroyed, stolen or lost,
in exchange and substitution for such mutilated Bond, upon surren-
der and cancellation of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, and upon the
owner furnishing the Issuer satisfactory indemnity and complying
with such other reasonable regulations and conditions as the Issuer
may prescribe and paying such expenses as the Issuer may incur.
All Bonds so surrendered shall be cancelled by the Clerk. If any
such Bonds shall have matured or be about to mature, instead of
issuing a substitute Bond the Issuer may pay the same, upon being
indemnified as aforesaid, and if such Bond be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this section
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds
shall be entitled to equal and proportionate benefits and rights as
to lien on and source and security for payment from the funds, as
hereinafter pledged, to the same extent as all other Bonds issued
hereunder.
2.08 Form of Bonds. The text of the Bonds shall be in
substantially the following form, with only such omissions, inser-
tions and variations as may be necessary and/or desirable and
approved by the Mayor prior to the issuance thereof (which neces-
sity and/or desirability and approval shall be presumed by his
execution of the Bonds and the Issuer's delivery of the Bonds to
-9-
the purchaser thereof):
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF VOLUSIA
CITY OF EDGEWATER
WATER AND SEWER REVENUE BOND OF 1978
S
KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater,
a public body created and existing under and by virtue of the Laws
of the State of Florida (the "Issuer"), for value received, hereby
promises to pay to the bearer, or if this Bond be registered to the
registered holder as herein provided, on the first day of September,
19 , from the special funds hereinafter mentioned, the principal
sum of
THOUSAND DOLLARS
and to pay interest thereon, from the date of the delivery of this
Bond to the purchaser thereof, solely from said special funds, at
the rate of per centum ( 8) per annum,
payable on September 1, 1979 and annually thereafter on the first
day of September of each year upon the presentation and surrender
of the annexed coupons as they severally fall due, unless registered.
Both principal of and interest on this Bond are payable at
in lawful
money, of the Gaited States of America.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $300,000 of like date, tenor and
effect, except as to number, denomination, interest rate (if all
Bonds do not bear the same rate of interest) and date of maturity,
issued to finance a part of the cost of acquiring, erecting and
constructing extensions and improvements to the water facilities
of the municipal water and sewer system of the Issuer (the "System"),
under the authority of and in full compliance with the Constitution
and Statutes of the State of Florida, particularly Chapter 159,
Part I, Florida Statutes, and a resolution duly adopted by the
Issuer on December 31, 1975, as supplemented by a resolution duly
adopted by the Issuer on 1972 (the "Resolution"),
and is subject to all the erms a conditions of the Resolution.
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This Bond and the interest thereon are payable solely
from and secured by a lien upon and a pledge of the net revenues to
be derived from the operation of the System and the proceeds of
certain municipal Excise Taxes and a pledge of all moneys of the
Issuer derived from sources other than ad valorem taxation and
legally available for such purpose, in the manner described in the
Resolution. It is expressly agreed by the holder of this Bond that
the full faith and credit of the Issuer are not pledged to the
payment of the principal of and interest on this Bond and that such
holder shall never have the right to require or compel the exercise
of any taxing power of the Issuer to the payment of such principal
and interest or the cost of maintaining, repairing and operating
the System. This Bond and the obligation evidenced hereby shall
not constitute a lien upon the System or any part thereof or upon
any other property of the Issuer or situated within its corporate
limits, but shall constitute a lien only on the net revenues de-
rived from the operation of the System and said Excise Taxes.
The lien of the holders of the Bonds of the issue of
which this Bond is one on the revenues of the System and the Excise
Taxes is equal to and on a parity with the lien on such revenues
and Excise Taxes in favor of the Issuer's outstanding Water and
Sewer Revenue Bonds dated 000a L/j )977 (the "parity obliga-
tions"), and the pledge in favor of the holders of the. Bonds of the
issue of which this Bond is one of all other money:3 of the Issuer
derived from sources other than ad valorem taxation and legally
available for such purpose shall be on a parity with the pledge
thereof in favor of the parity obligations.
The lien of the holders of the Bonds of the issue of
which this Bond is one on the revenues of the System is junior,
subordinate and inferior in every respect to the lien on such
revenues in favor of the Issuer's outstanding Waterworks and Sewer
System Refunding and Improvement Revenue Bonds dated February 1,
1974 (the "prior lien obligations"). The Issuer in the Resolution
has covenanted and agreed with the holders of the Bonds of the
issue of which this Bond is one that it will not hereafter issue
-11-
any additional obligations payable from the revenues of the System
on a parity with the prior lien obligations.
In and by the Resolution, the Issuer has covenanted and
agreed with the holders of the Bonds of this issue that it will
fix, establish, revise from time to time whenever necessary, main-
tain and collect always such fees, rates, rentals and other charges
for the use of the product, services and facilities of the System
which, together with the proceeds of the Excise Taxes, will always
produce cash revenues sufficient to pay, and out of such funds pay,
as the same shall become due, the principal of and interest on the
parity obligations, the prior lien obligations and the Bonds, the
necessary expenses of operating and maintaining the System and all
reserve, Sinking Fund or other payments required by the Resolution,
and that such rates, rentals, fees and other charges will not be
reduced so as to be insufficient to provide funds for such purposes,
and that it will levy and collect the Excise Taxes at such rates,
not exceeding the maximum rates permitted by law, as shall be
necessary to provide funds which, together with the revenues of the
System, will be sufficient to pay, and out of such funds pay, as
the same shall become due, the principal of and interest on the
parity obligations and the Bonds, the necessary expenses of operat-
ing and maintaining the System and all reserve, Sinking Fund or
other payments required by the Resolution, and that the rates of
such Excise Taxes will not be reduced so as to be insufficient to
provide funds for such purposes.
The Bonds of this issue maturing on or before September
11 1988 are not subject to redemption prior to their respective
stated dates of maturity. Bonds maturing September 1, 1989 and
thereafter shall, at the option of the Issuer, be redeemable in
whole or in part, in inverse numerical and maturity order, on
September 1, 1988 or on any interest payment date thereafter at par
and accrued interest, plus the following premiums, expressed as
percentages of the par value of the Bonds so redeemed, if redeemed
in the following years:
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C� G
5%, if redeemed on September 1, 1988 or thereafter,
to
and including September
1, 1991;
4%,
if
redeemed on September 1,
1992 or
thereafter,
to
and including September
1, 1995;
3%,
if
redeemed on September 1,
1996 or
thereafter,
to
and including September
1, 1999;
2%,
if
redeemed on September 1,
2000 or
thereafter,
to
and including September
1, 2003;
1%,
if
redeemed on September 1,
2004 or
thereafter,
to
and including September
1, 2007;
Without
premium, if redeemed on
September
1, 2008 or
thereafter,
but prior to maturity;
provided, however, that notice of such redemption shall be given in
the manner required by the Resolution.
It is hereby certified and recited that all acts, condi-
tions and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond, exist, have happened
and have been performed, in regular and due form and time as re-
quired by the Laws and Constitution of the State of Florida appli-
cable thereto, and that the issuance of this Bond, and of the issue
of Bonds of which this Bond is one, does not violate any constitu-
tional, statutory or charter limitations or provisions.
This Bond and the coupons appertaining thereto are and
have all the qualities and incidents of negotiable instruments
under the law merchant and the Laws of the State of Florida.
This Bond may be registered as to both principal and
interest in accordance with the provisions endorsed hereon.
IN WITNESS WHEREOF, the City of Edgewater, Florida, has
issued this Bond and has caused the same to be executed in its name
and on its behalf by its Mayor and its corporate seal to be im-
pressed hereon, attested and countersigned by its Clerk, all as of
, 19
(SEAL)
ATTESTED AND COUNTERSIGNED:
Clerk
CITY OF EDGEWATER, FLORIDA
By
Mayor
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FORM OF COUPON
No.
W
On the let day of September, 19 , unless the Bond to
which this coupon is attached is callable and shall have been
previously duly called for prior redemption and payment thereof
duly made or provided for, the City of Edgewater, Florida, will pay
to the bearer at , Florida, from the special
funds described in the Bond to which this coupon is attached, the
amount shown hereon in lawful money of the United States of America,
upon presentation and surrender of this coupon, being one year's
interest then due on its Water and Sewer Revenue Bond of 1978, dated
19 , No.
CITY OF EDGEWATER, FLORIDA
By
Mayor
(SEAL)
ATTESTED AND COUNTERSIGNED:
FORM OF VALIDATION CERTIFICATE
This Bond is one of a series of Bonds which were vali-
dated by judgment of the Circuit Court for Volusia County, Florida
rendered on , 19
PROVISIONS FOR REGISTRATION
This Bond may be registered as to both principal and
interest on the books kept by said Clerk, as Bond Registrar, such
registration being noted hereon by the Bond Registrar in the regis-
tration blank below, the coupons being surrendered and the interest
being payable only to the registered holder, remitted by mail,
after which registration no transfer shall be valid unless made on
said books by the registered holder or his legal representative and
similarly noted in the registration blank below, but it may be
discharged from registration by being transferred to bearer, after
which it shall be transferable by delivery, or it may again be
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registered as before. Upon reconversion of this Bond into a coupon
Bond, coupons representing the interest to accrue upon the Bond to
date of maturity shall be attached hereto.
Date of Name and Address of Signature of
Registration Registered owner Bond Registrar
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
3.01 Bonds Not to Be Indebtedness of Issuer. Neither
the Bonds nor the coupons attached thereto shall be or constitute
general obligations or indebtedness of the Issuer as "bonds" within
the meaning of Article VII, Section 12 of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and pledge of said net revenues and Excise Taxes and a pledge
of allmoneys of the Issuer derived from sources other than ad
valorem taxation and legally available for such purpose, as herein
provided. No owner or holder of any Bond or coupon issued here-
under shall ever have the right to compel the exercise of any ad
valorem taxing power to pay such Bond or coupon or the cost of
operating and maintaining the System, or be entitled to payment of
such Bond or coupon from any funds of the Issuer except from the
net revenues derived from the operation of the System and the
Excise Taxes and all moneys of the Issuer derived from sources
other than ad valorem taxation and legally available for such
purpose, in the manner provided herein.
3.02 Security for Bonds. The payment of the debt ser-
vice of all of the Bonds issued hereunder shall be secured forth-
with equally .and ratably by a pledge of and a lien upon the net
revenues derived from the operation of the System, as now or
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hereafter constituted and the Excise Taxes and a pledge of all
moneys of the Issuer derived from sources other than ad valorem
taxation and legally available for such purpose, on a parity,
equally and ratably, with the outstanding parity obligations. The
Issuer does hereby irrevocably pledge such funds to the payment of
the principal of and interest on the Bonds and to the payment into
the Sinking Fund at the times provided of the sums required to
secure to the holders of the Bonds issued hereunder the payment of
the principal of and interest thereon at the respective maturities
of the Bonds and coupons so held by them.
The lien on and pledge of the revenues of the System in
favor of the Bonds is junior, subordinate and inferior in every
respect to the pledge of and lien on .such revenues in favor of the
.outstanding prior lien obligations.
3.03 Application of Bond Proceeds. The Issuer hereby
covenants that it will establish with the
Bank, , Florida, a separate account or accounts
(herein collectively called the "Construction Account") into which
shall be deposited the proceeds from the sale of the Bonds (except
such portion thereof as shall be necessary to pay interest on the
Bonds during the construction of the Project, which shall be depos-
ited in the Sinking Fund), grant funds and the additional funds, if
any, required to assure payment in full of the cost of the Project.
Withdrawals from the Construction Account shall be made only for
such purposes as shall have been previously specified in the
Project cost estimates and as shall be approved by the Issuer's
consulting engineers for the Project.
The Issuer's share of any liquidated damages or other
moneys paid by defaulting contractors or their sureties, and all
proceeds of insurance compensating for damages to the Project
during the period of construction, shall be deposited in the Con-
struction Account to assure completion of the Project.
Moneys in the Construction Account shall be secured by
the depository bank in accordance with U. S. Treasury Department
Circular 176 and in the manner prescribed by the Laws of the State
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of Florida relating to the securing of public funds. When the
moneys on deposit in the Construction Account exceed the estimated
disbursements on account of the Project for the next 90 days, the
Issuer may direct the depository bank to invest such excess funds
in direct obligations. of or obligations the principal of and in-
terest on which are guaranteed by the United States of America,
which shall be subject to redemption at any time at face value by
the holder thereof. The earnings from any such investment shall be
deposited in the Construction Account.
When the construction of the Project has been completed
and all construction costs have been paid in full, all funds re-
maining in the Construction Account, except grant funds, shall be
deposited in the Sinking Fund hereinafter established, and the
Construction Account shall be closed.
All moneys deposited in said Construction Account shall
be and constitute a trust fund created for the purposes stated, and
there is hereby created a lien upon such fund in favor of the
holders of the Bonds until the moneys thereof shall have been
applied in accordance with this instrument.
3.04 Covenants of the Issuer. So long as any of the
principal of or interest on any of the Bonds shall be outstanding
and unpaid, or until there shall have been set apart in the Sinking
Fund herein established, including the Reserve Account therein, a
sum sufficient to pay, when due, the entire principal of the Bonds
remaining unpaid, together with interest accrued and to accrue
thereon, the Issuer covenants with the holders of any and all of
the Bonds as follows:
(A) Application of Provisions of original Instrument.
The Bonds shall for all purposes (except as herein expressly
changed) be considered to be additional parity obligations issued
under the authority of Section 3.04(I) of the Original Instrument
and shall be entitled to all the protection and security provided
therein for the parity obligations, and shall be in all respects
entitled to the same security, rights and privileges enjoyed by
the parity obligations. The covenants and pledges contained in
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the Original Instrument shall be applicable to the Bonds in like
manner as applicable to the parity obligations. The principal of,
interest on and redemption premiums on the Bonds shall be payable
from the Sinking Fund established by the Original Instrument on a
parity with the parity obligations, and payment shall be made into
such Sinking Fund by the Issuer in amounts fully sufficient to pay
the .principal of and interest on the parity obligations and on the
Bonds as such principal and interest become due. The Reserve
Account established by the Original Instrument shall be applicable
pro rats to the Bonds in the same manner as applicable to the
parity obligations.
(B) Increased Deposits to Reserve Account. The monthly
deposits to the Reserve Account pursuant to the provisions of Sec-
tion 3.04(C)(3) of the Original Instrument shall be in the amount
of Five Hundred Dollars ($500), until such time as the funds and
investments in the Reserve Account shall equal Sixty Thousand Dol-
lars ($60,000), and monthly thereafter such amount as may be neces-
sary to maintain in the Reserve Account the sum of Sixty Thousand
Dollars ($60,000) but not exceeding Five Hundred Dollars ($500)
monthly.
(C) Excise Taxes Fund. The Issuer covenants and agrees
to establish with a depository in the State of Florida, i-hich is a
member of the Federal Deposit Insurance Corporation, and which is
eligible ender the Laws of the State of Florida to receive munici-
pal funds, a special fund to be known as the "Edgewater Excise
Taxes Fund" (the "Excise Taxes Fund"), which shall be used exclu-
sively for the purpose of receiving all of the Excise Taxes as soon
as the same are collected by the Issuer. Whenever by reason of the
insufficiency of revenues of the System the Issuer is not able to
make promptly the payments required by Section 3.04(C) and (D) of
the Original Instrument, there shall be paid into the Revenue Fund
from the moneys on deposit in the Excise Taxes Fund whatever sums
are necessary to cure such existing deficit. After the 15th day of
each month, if all of the above -required current payments have been
made from the Revenue Fund, and from the Excise Taxes Fund to
CIM
the extent necessary, the balance of any moneys on deposit in the
Excise Taxes Fund may be withdrawn and used by the Issuer for any
lawful municipal purpose.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Severability of Invalid Provisions. If any one or
more of the covenants, agreements or provisions of this instrument
or of the Bonds 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 of this instru-
ment and of the Bonds.
4.02 Validation Authorized. The Issuer's Attorney is
hereby authorized and directed to institute appropriate proceedings
in the Circuit Court for Volusia County, Florida, for the valida-
tion of the Bonds and the proper officers of the Issuer are hereby
authorized to verify on behalf of the Issuer any pleadings in such
proceedings.
4.03 Sale of Bonds. The Bonds are hereby sold and
awarded to the Government at the price of par and bearing interest
at the rate of five per centum (5%) per annum.
4.04 Conflicts Repealed. All resolutions or pacts of
resolutions in conflict herewith are hereby repealed.
4.05 Effective Date. This instrument shall take effect
immediately upon its passage.
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The above and foregoing Resolution was presented by Councilman
who moved its adoption, said motion being seconded by Councilman � ,
and upon roll call vote said Resolution was duly declared adopted at a regular
meeting of the City Council of the City of Edgewater, Florida, held on the 30th
day of January, 1978; the vote of said Council upon roll call being as follows:
i
Mayor
ounct ma
ATTEST:
Li.( i
City uierK
Approved this -3 U day of
1978.�
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