90-R-45RESOLUTION NO. 90-R-45
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGE -
WATER, FLORIDA, AUTHORIZING INVESTMENTS TO PROVIDE
FOR RETIREMENT OF THE CITY'S LOAN FROM THE GULF BREEZE
POOL DATED SEPTEMBER 1, 1988; AUTHORIZING EXECUTION AND
DELIVERY OF A FIRST SUPPLEMENTAL LOAN AGREEMENT, A
REQUEST FOR REINVESTMENT AND AN ESCROW DEPOSIT
AGREEMENT IN CONNECTION THEREWITH; REPEALING ALL
RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City has deposited funds in escrow from the
proceeds of its Water and Sewer Revenue Bond Anticipation Notes,
Series 1990, to be ultimately invested to provide for retirement
of its obligations under a Loan Agreement, dated as of September
1, 1988, between the City, Sun Bank, National Association, as
trustee and the City of Gulf Breeze, Florida, as Administrator;
and
WHEREAS, in order to release the lien on and pledge of
certain Pledged Revenues securing repayment of such loan, it is
necessary to modify the above described Loan Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA-
SECTION 1. The First Supplemental Loan Agreement, dated
August 9, 1990, and the Escrow Deposit Agreement, dated August 9,
1990, in the forms attached hereto as Exhibit A and B, respective-
ly, are approved, and the Mayor, City Manager and City Clerk are
authorized and directed to execute and deliver such agreements
and to execute a Request for Reinvestment pursuant to the Escrow
Deposit Agreement, and to take such other action as may be appro-
priate and consistent with the terms and provisions of the First
Supplemental Loan Agreement and escrow Deposit Agreement.
SECTION 2. The transfer of funds from monies presently
held under Section 18 of the Escrow Deposit Agreement dated as of
June 7, 1990, between the City and Sun Bank, National Associa-
tion, as Escrow Agent, and the transfer of additional funds as
required under the Escrow Deposit Agreement, from monies repre-
senting proceeds of the Notes held in the Construction Fund, is
hereby authorized and approved.
SECTION 3. That all resolutions or parts of resolutions
in conflict herewith, be and the same are hereby repealed.
-_�
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W
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SECTION 4. That this resolution shall take effect immedia-
tely upon its adoption by the City Council of the City of Edge-
water, Florida, and approval as provided by law.
This Resolution was introduced and sponsored by Councilmember
Bennington , and was read and passed by a vote of the City Coun-
cil of the City of Edgewater, Florida, at a Regular meet-
ing of said Council held on the 6 day of August ,
1990, and approved as provided by law.
ROLL CALL VOTE AS FO OW
avor
this 6 _day of AURMfit , 1990.
Mayor
i
FIRST SUPPLEMENTAL LOAN AGREEMENT
SUN HANK, NATIONAL ASSOCIATION
between
CITY OF GULF BREEZE, FLORIDA
and
CITY OF EDGEWATER, FLORIDA
Dated August 9, 1990
FIRST SUPPLEMENTAL LOAN AGREEMENT
This First Supplemental Loan Agreement, dated as of August 9. 1990. between
SUN RANK, NATIONAL ASSOCIATION, Orlando, Florida, as Trustee for the holders of
the Bonds (as defined herein), Jackson C. Tattle, City Manager and acting on behalf of
the CITY OF GULF BREEZE, FLORIDA (the "Administrator") and the CITY OF
EDGEWATER. FLORIDA, a municipal corporation organized and duly existing under
the laws of the State of Florida (the "Governmental Unit"),
WITNESSETH AS FOLLOWS:
Section 1. Ali capitalized terms used herein which are defined in the Loan
Agreement, dated as of September 1, 1988 (the "Loan Agreement") between the
Trustee, the Administrator and the Governmental Unit, shall have the meanings set
forth in the Loan Agreement.
Section 2. The Governmental Unit intends to prepay the loan made to it
pursuant to the Loan Agreement (the "Loan"), in accordance with Section 3.4 of the
Loan Agreement, on December 1. 1998, the first day on which the Bonds converted to
a long fixed rate in connection with the Loan may be redeemed. The Governmental
Unit has established an Escrow Account and a Non -Asset Bond Account pursuant to
the Escrow Deposit Agreement dated August 9. 1990 (the "Escrow Agreement")
between Sun Bank, National Association, as Escrow Agent (the "Escrow Agent') and
the Governmental Unit, and has made certain deposits of funds and investments as
described therein.
Section 9. The Governmental Unit agrees to pay (I) principal and interest on
the Loan when due to and including December 1, 1998, (it) all remaining principal on
the Loan to be prepaid on December 1, 1998. and (mi) a premium of 2% of such
prepaid principal, solely from the moneys in the Escrow Account, at least 129 days
prior to December 1, 1998.
Section 4. The Governmental Unit agrees to pay any additional amount of the
prepayment price, computed in accordance with Section 4.04(b) of the First
Supplemental Trust Indenture (the "Indenture'l referred to in the Loan Agreement. on
December 1. 1998. Such additional payment, if any, which is due in accordance with
Section 3.4 of the Loan Agreement, shall be payable solely from the following sources:
and (a) To the extent available, from the moneys in the Non -Asset Bond Account,
(b) To the extent any additional amount is due, solely from legally available
non -ad valorem revenues of the Governmental Unit, which amounts the Governmental
Unit agrees to budget and appropriate from such source. All payments due under this
section shall be paid at least 129 days prior to December 1, 1998.
Section S. The Governmental Unit agrees that in the event that for any
reason permitted under the Indenture, a draw upon the Debt Service Reserve Fund
results in a liquidation of the investments made pursuant to Section 3.5 of the Loan
Agreement, the Governmental Unit agrees to pay the Reserve Payment following such
liquidation, but solely from the following sources:
un,7/31/00-2804suppu -1-
Account, and (a) To the extent available, from the moneys in the Non -Asset Bond
(b) To the extent any additional amount is due, from the sources
described In Section 4(b) hereof.
Section S. The Governmental Unit agrees that, upon receipt of written notice
from the Administrator and the Trustee that, as of a then current, specified date, the
Administrator estimates that the amount to be due under Section 4 hereof on
December 1, 1998 exceeds the maturity value of the investments then held in the Non -
Asset Bond Account under the Escrow Agreement, the Governmental Unit will deposit
into the Non -Asset Bond Account, from the sources described in Section 4 (b) hereof,
additional funds which, when invested, will, together with the maturity value of the
investments then held in the Non -Asset Bond Account, equal the amount specified in
such notice.
Section 7. The Trustee and the Administrator agree that the lien on and
pledge of the Pledged Revenues securing repayment of the Loan and the Governmental
Unit Note pursuant to the Loan Agreement are hereby released and extinguished.
Section S. The Trustee agrees to give the Escrow Agent and the
Governmental Unit written notice of airy amounts from the Governmental Unit due
under Sections 4 and 5 hereof, together with written documentation demonstrating
the calculation of the amounts due.
IN WYPNESS WHEREOF, the parties hereto, intending to be legally bound, have
caused this First Supplemental Loan Agreement to be executed and delivered as of the
date first written above.
JACKSON C. TUTTI.E, City Manager
Administrator
WITNESS:
UU-7/31/W2804-3upplA -$-
(SEAL)
Attest:
City Clerk
ua,os/2o/W2804-ais..pu -3-
CITY OF EDGEWATER, FLOREDA,
G ental Unit
Mayor
W
(SEAL)
Attest:
Vice President
SUN HANK, NATIONAL
ASSOCIATION,
Trustee
Corporate Trust Officer
ua`7/31/90-2e0e-9„ppu -4-
APPROVAL OF FIRST SUPPLEMENTAL LOAN AGREEMENT
The undersigned, as the Financial Advisor referred to in the foregoing
instrument, hereby consents and approves to the provisions and terns of the foregoing
First Supplemental Loan Agreement.
IN WITNESS WHEREOF, the undersigned official of the Financial Advisor,
being duty authorized, has set his hand this 9th day of August, 1990.
GOVERNMENT CREDIT
Financial Advisor
uaL-7/31/90-2e94suppu -5-
ACCEPTANCE OF FIRST SUPPLEMENTAL LOAN AGREEMENT
The undersigned, as the initial Credit Facility Issuer referred to in the foregoing
instrument, hereby consents and agrees to the provisions and terns of the foregoing
First Supplemental Loan Agreement.
IN WITNESS WHEREOF, the undersigned official of the initial Credit Facility
Issuer, being duly authorized, has set his hand this 1st day of August 9, 1990.
FINANCIAL GUARANTY INSURANCE
COMPANY
Credit Facility Issuer
By:
Its:
uo.7/31/e0-2eeasuppu -6-
ESCROW DEPOSIT AGREEMENT
CITY OF EDGEWATER, FLORIDA
rm.
SUN HAMS, NATIONAL ASSOCIATION
Dated August 9, 1990
This ESCROW DEPOSIT AGREEMENT, dated as of August 9, 1990. by and
between CITY OF EDGEWATER, FLORIDA. a municipal corporation under the laws of
the State of Florida (the "Issuer"), and SUN BANK, NATIONAL ASSOCIATION, a
national banking association, as Escrow Agent (the "Escrow Agent");
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued obligations of the
Issuer as hereinafter set forth defined as the "Refunded Gulf Breeze Loan", as to which
the current Aggregate Debt Service (as hereinafter defined) is set forth on the
Schedules; and
WHEREAS, the Issuer has determined to provide for (I) payment of the current
Aggregate Debt Service of the Refunded Gulf Breeze Loan by depositing with the
Escrow Agent pursuant to the provisions hereof, cash and Federal Securities, as
herein defined, the principal of and interest on which will be at least equal to such
sum (the "Defeasance Deposit'l and (it) payment of certain other contingent liabilities
due under the Loan Agreement (as herein defined) by deposit of $21.875.38 (the "Non -
Asset Bond Deposit'9; and
WHEREAS, In order to obtain the funds needed for such purpose, the Issuer
has authorized and Issued certain Notes more fully described herein and has
deposited certain funds In escrow which are being liquidated and deposited with the
Escrow Agent hereunder; and
WHEREAS, the Issuer has determined that the amount to be on deposit from
time to time In the Escrow Account, as defined herein, will be sufficient to pay the
Aggregate Debt Service;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Issuer and the Escrow Agent agree as follows:
Section 1. Definitions. As used herein, the following terms mean:
"Administrator" means Jackson C. Tuttle, City Manager, acting on behalf of the
City of Gulf Breeze, Florida.
"Agarepate Debt Service means, as of any date, the sum of all present and
future Annual Debt Service payments then remaining unpaid with respect to the
Refunded Gulf Breeze Loan, as shown on the Schedules.
-AgMCMc " means this Escrow Deposit Agreement.
"Ann ,ate n.b�& means. In any year. the principal of and premium and
interest on the Refunded Gulf Breeze Loan coming due in such year at maturity or
upon earlier redemption on December 1, 1998, as shown on the Schedules.
"Credit Facility Issuer" means Financial Guaranty Insurance Company, or its
successor as Credit Facility Issuer under the Loan Agreement.
uo,m/sl/so-seve-.wagm -1-
"Escrow Account" means the account established and held by the Escrow Agent
pursuant to this Agreement, in which the Defeasance Deposit will be held, invested
and spent for payment of the Aggregate Debt Service on the Refunded Gulf Breeze
Loan.
"Escrow Agent" means Sun Bank, National Association, its successors and
assigns, or such other party who may, pursuant hereto, be appointed to serve as
Escrow Agent hereunder.
"Escrow Retirement" means, as of any date of calculation, the sum of an
amount in cash and principal amount of Federal Securities in the Escrow Account
which, together with the interest due on the Federal Securities, will be sufficient to pay
the Aggregate Debt Service on the Refunded Gulf Breeze Loan.
"Federal Securities" means direct obligations of the United States of America
and obligations the principal of and interest on which are fully guaranteed by the
United States of America, none of which permit redemption prior to maturity at the
option of the obligor.
'Iss i" means the City of Edgewater, Florida.
"Loan Agreement" means the Loan Agreement dated as of September 1, 1988
between the Issuer, the Trustee. and the Administrator, as supplemented by First
Supplemental Loan Agreement dated August 9, 1990..
"Non -Asset Bond Account" means the account established and held by the
Escrow Agent pursuant to this Agreement, in which the Non -Asset Bond Deposit will
be held, invested and disbursed to pay Non -Asset Bond Payments and Reserve
Payments.
"Non -Asset Bond Pant" means the payment of any amount due under
Section 3.4 of the Loan Agreement on December 1, 1998, other than for principal of,
premium on, and interest on the Refunded Gulf Breeze Loan.
'UQtW means the Water and Sewer Revenue Bond Anticipation Notes, Series
1990. of the Issuer, as defined in the Resolution, as herein defined.
"Resolution" means a resolution duly adopted by the Issuer on May 21, 1990,
authorizing Issuance of not exceeding $15.000,000 Water and Sewer Revenue Gulf
Breeze Bonds, Series 1990 and not exceeding $4.700,000 Water and Sewer Revenue
Bond Anticipation Notes, Series 1990. as supplemented by a resolution duly adopted
by the Issuer on August 8, 1990. authorizing execution and delivery of this Agreement.
"Refunded Gulf Breeze Loan" means the Issuer's outstanding Loan under the
Loan Agreement.
"Reserve Paymrnt" means the payment of any amount due as a Reserve
Payment under Section 3.5 of the Loan Agreement and Is calculated in the same
manner as provided in the Loan Agreement.
"Schedules" means the refunding financial plan consisting of the various
schedules shown on the Verification Report of Ernst & Young, dated August 9, 1990,
relating to the Refunded Gulf Breeze loan.
I10.07/31/W2804-meagre -2-
'Trustee" means Sun Bank, National Association, Orlando, Florida, as Trustee
for the holders of the Bonds (as defined in the Loan Agreement).
Section 2. Deposit of Funds. The Issuer hereby deposits $ with
the Escrow Agent in immediately available funds, to be held in irrevocable escrow by
the Escrow Agent and applied solely as provided In this Agreement. The Issuer
represents that:
(a) Such funds are derived from the net proceeds and transferred proceeds
of the 1990 Notes, as defined in the Resolution.
(b) The Defeasance Deposit, when deposited in the Escrow Account and
applied pursuant to Section 3 below, will at least equal the Escrow Requirement as of
the date hereof.
Section S. Use and Investment of Funds. The Escrow Agent acknowledges
receipt of the sum described in Section 2 and agrees:
(a) to hold the funds in irrevocable escrow during the tern of this
Agreement,
(b) to deposit the sum of $ in the Escrow Account and the sum
of $21.875.38 in the Non -Asset Bond Account,
(c) to immediately Invest the moneys in the Escrow Account by the purchase
of the Federal Securities set forth on Schedule of the Schedules to Immediately
Invest the moneys in the Non -Asset Bond Account —by the purchase of the investments
set forth on Schedule _ of the Schedules,
(d) to reinvest on , upon receipt thereof, the maturing principal
and Interest of such Federal Securities in the Escrow Account and in the Non -Asset
Bond Account In the Federal Securities identified on Schedule _ of the Schedules as
"0% Reinvestments",
(e) to deposit In the Escrow Account, as received, the receipts of maturing
principal of and Interest on the Federal Securities in the Escrow Account, and to
deposit In the Non -Asset Bond Account, as received, the receipts of maturing principal
of and Interest on the investments in the Non -Asset Bond Account, and
(1) to accept any additional deposits tendered to it by the Issuer for deposit
into the Non -Asset Bond Account, If required under the Loan Agreement, and to invest
such moneys as directed by the Issuer with the consent of the Credit Facility Issuer.
Section 4. Payment of Refunded Gulf Breese Loan.
(a) Refunded Gulf Breen Lean On each interest payment date for the
Refunded Gulf Breeze Loan, as shown on the Schedules, the Escrow Agent shall pay to
the Trustee for the account of the Refunded Gulf Breeze Loan, from the cash on hand
in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service
for the Refunded Gulf Breeze Loan coming due on such date, as shown on the
Schedules.
(b) Cnmlua Escrow o +*,t F m n, On any interest payment date for the
Refunded Gulf Breeze Loan, after making all the payments from the Escrow Account
LIM07/31/90-2894- .ge -9-
described In Subsections 4(a) the Escrow Agent shall pay to the Issuer any remaining
cash in the Escrow Account in excess of $100 above the Escrow Requirement, if any is
shown on the Schedules, to be used for any lawful purpose of the Issuer.
(c) On any date, upon written, documented demand from the Trustee, the
Escrow Agent shall pay from the Non -Asset Bond Account to the Trustee the amount
of any Reserve Payment then due from the Issuer under Section 3.5 of the loan
Agreement. In the event that sufficient cash is not available for any such Reserve
Payment, the Escrow Agent shall sell sufficient Investments from the Non -Asset Bond
Account to provide the needed cash for such Reserve Payment.
(d) On July 24. 1998, the Escrow Agent shall liquidate any remaining
investments in the Non -Asset Bond Account and shall pay to the Trustee, upon
written, documented demand from the Trustee, the amount of any Non -Asset Bond
Payment and any Reserve Payment then due, as determined by the Administrator and
the Financial Advisor, and approved by the Credit Facility Issuer for the Refunded Gulf
Breeze Loan, and shall then pay the balance in the Non -Asset Bond Account to the
Issuer.
(e) Priority off, yments. The Trustee shall have an express first lien on
the funds and Federal Securities in the Escrow Account until such funds and Federal
Securities are used and applied as provided In this Agreement. If the cash on hand in
the Escrow Account 1s ever insufficient to make the payments required under
Subsection 4(a) which are due on any date, all of the payments required under
Subsection 4(a) shall be made when due before any further payments shall be made
under Subsection 4(b).
Section S. Reinvestment.
(a) Except as provided in Section 3 hereof, and in this Section, the Escrow
Agent shall have no power or duty to invest any funds held under this Agreement or to
sell, transfer or otherwise dispose of or make substitutions of the Federal Securities
held hereunder.
(b) (1) At the request of the Issuer and upon compliance with the conditions
hereinafter stated, the Escrow Agent shall sell, transfer, otherwise dispose of or
request the redemption of any of the Federal Securities acquired hereunder in the
Escrow Account and shall either apply the proceeds thereof to the full discharge and
satisfaction of the Refunded Gulf Breeze Loan or substitute other Federal Securities
for such Federal Securities, or shall reinvest the proceeds of any of the Federal
Securities acquired hereunder in other Federal Securities. The Issuer will not request
the Escrow Agent to exercise any of the powers described In the preceding sentence in
any manner which would cause any tax-exempt debt of the Issuer to be "arbitrage
bonds" within the meaning of the Internal Revenue Code of 1986, as amended, and the
Regulations thereunder. The transactions may be effected only if (1) an independent
certified public accountant shall certify that the cash and principal amount of Federal
Securities remaining on hand in the Escrow Account after the transactions are
completed, together with the interest due thereon, will be not less than the Escrow
Requirement, and (2) the Escrow Agent shall receive an unqualified opinion from a
nationally recognized bond counsel or tax counsel to the effect that the transactions
will not cause any tax-exempt debt of the Issuer to be "arbitrage bonds" within the
meaning of the Internal Revenue Code of 1986. as amended, and the applicable
regulations thereunder.
UU,07/31/90-2994ec -4-
(it) At the request of the Issuer and with the consent of the Trustee, and the
approval of the Administrator and the Credit Facility Issuer (as defined in the Loan
Agreement), the Escrow Agent shall sell, transfer, otherwise dispose of or request the
redemption of the investments held In the Non -Asset Bond Account and reinvest the
proceeds thereof in investments specified in such request; provided, that no such
transactions may be effected unless the request is accompanied by an opinion of bond
counsel as described In Section 5(b)(i)hereof.
(ill) The Escrow Agent understands and agrees that it is the present
expectation of the Issuer to issue Bonds to retire the Notes on or before the maturity
date of the Notes, which will require sale of the Federal Securities purchased from the
initial deposit of funds in the Escrow Account and Non -Asset Bond Account and
reinvestment in other Federal Securities to comply with federal tax laws, which sale
and reinvestment will be effected only as permitted in paragraphs (b)(1) and (it) of this
Section 5.
Section S, Notice of Prepayment of Refunded Gulf Breese Loan. On July
24, 1998, the Escrow Agent shall deliver to the Trustee written notice of the
prepayment of the Loan, and shall pay to the Trustee the sum stated In the Schedules,
from the Escrow Account, and, from the Non -Asset Bond Account, the amount
provided In Section 4(d) hereof.
Bection 7. Indemnity. The Issuer hereby assumes liability for, and hereby
agrees (whether or not any of the transactions contemplated hereby are consummated)
to Indemnify, protect, save and keep harmless the Escrow Agent and its respective
successors, assigns, agents and servants, from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements (including legal fees and disbursements) of whatsoever kind and nature
which may be imposed on, incurred by, or asserted against at any time, the Escrow
Agent (whether or not also indemnified against the same by the Issuer or any other
person under any other agreement or instrument) and in any way relating to or arising
out of the execution and delivery of this Agreement, the establishment of the Escrow
Account and the Non -Asset Bond Account, established hereunder, the acceptance of
the funds and securities deposited therein, the purchase of the Federal Securities and
other investments hereunder, the retention of the Federal Securities and other
investments hereunder or the proceeds thereof and any payment, transfer or other
application of funds or securities by the Escrow Agent In accordance with the
provisions of this Agreement; provided, however, that the issuer shall not be required
to indemnify the Escrow Agent against its own negligence or willful misconduct. In no
event shall the Issuer or Escrow Agent be liable to any person by reason of the
transactions contemplated hereby other than to each other as set forth in this Section.
The Indemnities contained In this section shall survive the termination of this
Agreement.
Section 8. Responsibilities of Escrow Agent. Th Escrow Agent and its
respective successors, assigns, agents and servants shall not be held to any personal
liability whatsoever, In tort, contract, or otherwise, In connection with the execution
and delivery of this Agreement, the establishment of the Escrow Account and the Non -
Asset Bond Account, the acceptance of the funds deposited therein, the purchase of,
the Federal Securities and other Investments hereunder, the retention of the Federal
Securities and other Investments hereunder or the proceeds thereof or any payment,
transfer or other application of money or securities by the Escrow Agent in any non -
negligent act, non -negligent omission or non -negligent error of the Escrow Agent made
In good faith In the conduct of Its duties. The Escrow Agent shall, however, be liable
LK"7/31/90-2894-a ape -5-
to the Issuer for its negligent or willful acts, omissions or errors which violate or fall to
comply with the terms of this Agreement. The duties and obligations of the Escrow
Agent shall be determined only by, the express provisions of this Agreement. The
Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer,
and in reliance upon the opinion of such counsel shall have full and complete
authorization and protection in respect of any action taken, suffered or omitted by it in
good faith in accordance therewith. Whenever the Escrow Agent shall deem it
necessary or desirable that a matter be proved or established prior to taking, suffering
or omitting any action under this Agreement, such matter may be deemed to be
conclusively established by a certificate signed by an authorized officer of the Issuer.
$action 9. Resignation of Escrow Agent. The Escrow Agent may resign
and thereby become discharged from the duties and obligations hereby created, by
notice in writing given to the Issuer and published once in a newspaper of general
circulation published in the territorial limits of the Issuer, and in a daily newspaper of
general circulation or a financial journal published in the Borough of Manhattan. City
and State of New York, not less than sixty (60) days before such resignation shall take
effect. Such resignation shall take effect Immediately upon the appointment of a new
Escrow Agent hereunder, If such new Escrow Agent shall be appointed before the time
limited by such notice and shall then accept the duties and obligations thereof.
Section 10. Removal of Escrow Agent.
The Escrow Agent may be removed at any time for any breach of trust or for
acting or proceeding in violation of, or for falling to act or proceed In accordance with,
any provisions of this Agreement with respect to the duties and obligations of the
Escrow Agent, by any court of competent jurisdiction upon the application of the
Issuer or of the Trustee.
Section 11. Successor Escrow Agent.
(a) If at any time hereafter the Escrow Agent shall resign, be removed, be
dissolved or otherwise become incapable of acting, or shall be taken over by any
governmental official. agency, department or board, the position of Escrow Agent shall
thereupon become vacant. if the position of Escrow Agent shall become vacant for any
of the foregoing reasons or for any other reason, the Issuer shall, appoint an Escrow
Agent to fill such vacancy. The Issuer shall publish notice of any such appointment
once in each week for four (4) successive weeks In a newspaper of general circulation
published in the territorial limits of the Issuer and in a daily newspaper of general
circulation or a financial journal published in the Borough of Manhattan. City and
State of New York.
(b) At any time within one year after such vacancy shall have occurred, the
Trustee may appoint a successor Escrow Agent, which shall supersede any Escrow
Agent theretofore appointed by the Issuer. Photographic copies of each such
instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent
and to the Escrow Agent so appointed by the Trustee.
Section 12. Interpleader or Declaratory Judgment. If the parties to this
Agreement shall be In disagreement about the interpretation of this Agreement, or
about their rights and obligations, or the propriety of any action contemplated by
Escrow Agent hereunder, the Escrow Agent may, at its sole discretion, file a
declaratory judgment action or an action In interpleader to resolve the said
disagreement. Unless the bringing of such declaratory judgment or interpleader action
13U07/31/90-4994e age -$-
is occasioned by the willful misconduct, bad faith or negligence of the Escrow Agent,
the Escrow Agent shall be indemnified for all costs, including reasonable attorneys'
fees, in connection with the aforesaid actions. and shall be fully protected In
suspending all or a part of Its activities under this Agreement until a final Judgment in
the mterpleader action or declaratory Judgment action is received.
Section 18. Tema. 'this Agreement shall commence upon Its execution and
delivery and shall terminate when the Refunded Gulf Breeze Loan has been paid and
discharged In accordance with the proceedings authorizing the Refunded Gulf Breeze
Loan, and all amounts held by the Escrow Agent hereunder have been applied in
accordance herewith.
Section 14. Severability. If any one or more of the covenants or agreements
provided in this Agreement on the part of the Issuer or the Escrow Agent to be
performed should be determined by a court of competent Jurisdiction to be contrary to
law, such covenant or agreements herein contained shall be null and void and shall be
severed from the remaining covenants and agreements and shall In no way affect the
validity of the remaining provisions of this Agreement.
Section 18. Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as duplicate
originals and shall constitute and be but one and the same instrument.
Section 16. Governing law. This Agreement shall be construed under the
laws of the State of Florida.
Section 17. Security for Accounts and Funds. All accounts and funds
maintained or held pursuant to this Agreement shall be continuously secured In the
same manner as other deposits of municipal funds are required to be secured by the
laws of Florida.
ua,07/31/e0-28e4ewa re -7-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their official seals to be hereunto affixed
and attested as of the date first above written.
THE C7r OF� EEDGEWATER, FLORIDA
(SEAL) z6/ t110;
Mayor
COUNTERSIGNED AND ATIE=D:
City Clerk
SUN BANS, NATIONAL ASSOCIATION
as Escrow Agent
(SEAL)
By:
Its:
Attest:
uo,u7/31/90-2804«.are .8-
REQUEST FOR RrDrVESTMENT
1.(a) Pursuant to Sections 5(b) and ISM of the Escrow Deposit Agreement
dated as of June 7, 1990, (the "Agreement") between Sun Bank, National Association,
as Escrow Agent and the City of Edgewater, Florida (the "Issuer"), the Escrow Agent is
requested to (1) establish an Escrow Account and a Non -Asset Bond Account under a
new Escrow Deposit Agreement with the Issuer, dated the date hereof, (it) transfer the
Gulf Breeze Funds to the accounts as specified thereunder. (W) invest the Gulf Breeze
Funds and the earnings currently held from prior investments thereof in the Federal
Securities listed on the Schedule entitled ", such Schedule
being Included in the Verification Report dated August 9, 1990 prepared by Ernst &
Young, Memphis, Tennessee and attached hereto, (the "Verification Report'), (tv) sell
the other investments held and described in Schedule C of the Agreement and reinvest
such proceeds in the Federal Securities listed on the Schedule entitled
11 " of the Verification Report, and (v) reinvest, on the dates as
otherwise described, on the Schedule entitled " " of the Verification
Report, the proceeds of such Investments. Such Verification Report complies with the
requirements of the Agreement.
(b) Also attached hereto is an opinion of Uvennore lUein & Lott, PA, dated
August 9, 1990 which complies with the requirements in Sections 5(b) and 18(c) of the
Agreement.
(c) You are further directed to reinvest certain receipts from the Federal
Securities as described in Schedule _ of the Verification Report, under the heading
Dated: August 9, 1990
CITY OF EDGEWATER,
FLORID
Mayor
The foregoing Request for Reinvestment is approved.
Dated: August 9, 1990
SUN BANK, NATIONAL ASSOCIATION
as Purchaser of the Notes
referred to In the Agreement
L
tm,07/27/90-2e04-a«pt
LIVERMORE KLEIN a L.OTT, P.A.
ATTORNEYS AT LAW
IM GULP LIM TOWER
DANIEL U. LIVERMORE, JR. JACREONVILLE,PLORIDA 3=7
RICHARD E.RLEIN
RICHARD I. LOFT TELEPHONE 9 /399-0500
PATRICIA D. LOTT TELECOPY 061/398-0500
WILLIAM L ZVARA
T. DEAN DICR30N
August 9, 1990
City of Edgewater, Florida Sun Bank, National
Edgewater. Florida Association
Orlando, Florida
Jackson C. Tuttle, Financial Guaranty
City Manager. Insurance Company
City of Gulf Breeze, New York, New York
Florida, as Administrator
Re: $4.700.000 City of Edgewater, Florida
Water and Sewer Revenue Bond Anticipation Notes,
Series 1990 - Escrow Restructure
Gentlemen:
We have reviewed the terms of the Escrow Deposit Agreement, dated as of June
7, 1990 (the "Escrow Deposit Agreement"), by and between the City of Edgewater,
Florida (the "Issuer" and the "Governmental Unit"), and Sun Bank, National
Association, Orlando, Florida, a national banking association, as Escrow Agent (the
"Escrow Agent"). a Request for Reinvestment dated August 9, 1990 executed by the
Issuer and addressed to the Escrow Agent, directing transfer of specified funds to a
new Escrow Deposit Agreement dated as of August 9. 1990 (the "New Escrow
Agreement"), sale and purchase of certain specified Federal Securities and other
Investments, and a Verification Report dated August 9,1990 prepared by Ernst &
Young, Memphis. Tennessee and addressed to the addressees hereof and to our firm.
We have also reviewed a resolution duly adopted by the Governmental Unit on
August S, 1990 (the "Resolution"), and other applicable provisions of law, and a First
Supplemental Loan Agreement dated as of August 9. 1990 (the "Supplemental Loan
Agreement") by and among the Governmental Unit. Sun Bank. National Association.
Orlando. Florida, as Trustee (the "livsteel and Jackson C. Tuttle. City Manager,
acting
on Administrator'). if o the New
f Gulf Breeze. Florida as Administrator (the
Agreement.
We have examined the law and such certified proceedings of the Governmental
Unit and other proofs as we deem necessary to render this opinion. Alt capitalized
terns used In this opinion. unless otherwise stated herein, shall have the meaning set
forth In the Supplemental Loan Agreement.
As to questions of fact material to our opinion, we have relied upon
representations of the Governmental Unit contained in the Resolution, the
Supplemental Loan Agreement and in the certified proceedings and other certifications
of public officials furnished to us, without undertaking to verify the same by
independent investigation.
As of the date hereof, and based on our examination of the foregoing and the
law and proceedings in this matter, we are of the opinion that:
1. The Governmental Unit Is duly created and validly existing as a
municipal corporation of the State of Florida, with the power to enact and perform the
Resolution and to execute and deliver the Supplemental Loan Agreement and the New
Escrow Agreement.
2. The Resolution has been duly adopted by the Governmental Unit. Each
of the Supplemental Loan Agreement and the New Escrow Agreement has been duly
authorized, executed and delivered by the Governmental Unit and constitutes the valid
and binding obligation of the Governmental Unit, enforceable upon the Governmental
Unit. The Resolution and the Supplemental Loan Agreement do not create a lien on or
pledge of any revenue source or property of the Governmental Unit securing
repayment of the Loan, but provide for payments only from the sources and in the
manner described in the Supplemental Loan Agreement, and the lien on and pledge of
Pledged Revenues which secured repayment of the Loan prior to the execution and
delivery of the Supplemental Loan Agreement have been lawfully extinguished
pursuant to the Supplemental Loan Agreement. The New Escrow Agreement creates a
valid lien on the moneys and investments in the Escrow Account established therein
securing the payments specified to be made from the Escrow Account established
therein.
3. The Request for Reinvestment is a lawful request duly executed and
delivered by the Issuer in compliance with Florida law and with the terms of Sections 5
and 18 of the Escrow Deposit Agreement.
4. The transactions described in the Request for Reinvestment will not
cause any tax-exempt debt of the Issuer to be "arbitrage bonds" within the meaning of
the Internal Revenue Code of 1986. as amended, and the applicable regulations
thereunder.
It Is to be understood that the rights of the parties to the Supplemental Loan
Agreement and the New Escrow Agreement, and the enforceability of the Resolution,
the Supplemental Loan Agreement, and the New Escrow Agreement (as defined in the
Loan Agreement), may be subject to the exercise of judicial discretion In accordance
with general principles of equity, to the valid exercise of the sovereign police powers of
the State of Florida, and of the constitutional powers of the United States of America
and to bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights heretofore or hereafter enacted.
Respectfully submitted.
LM,07/77/904894-Opn -$-