88-R-360
RESOLUTION NO. Y,?- R-34
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT IN CONNECTION WITH THE
BORROWING OF $650,000 FROM THE GULF BREEZE, FLORIDA,
LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE
DEMAND REVENUE BONDS, SERIES 1985B TO RETIRE THE
REFUNDED BONDS HEREIN DEFINED; PROVIDING FOR THE
PAYMENT OF THE REFUNDED BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A GOVERNMENTAL UNIT NOTE
TO EVIDENCE THE OBLIGATION OF THE CITY UNDER SUCH
LOAN AGREEMENT; AUTHORIZING CERTAIN OTHER MATTERS
IN CONNECTION THEREWITH AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Gulf Breeze, Florida, a municipal corporation of the
State of Florida (the "Sponsor") has provided a means of financing and refinancing the cost
of acquisition and installation of capital projects by certain governmental units to the
State of Florida (the "Program") with the proceeds of $100,000,000 aggregate principal
amount of its Local Government Loan Program Floating Rate Demand Revenue Bonds,
Series 1985 A-E (the "Bonds'); and
WHEREAS, the City of Edgewater, Florida (the "Issuer") has previously issued
the Refunded Bonds, as defined in the Loan Agreement hereafter described, all of which
Refunded Bonds are held by Arch W. Roberts @ Co.; and
WHEREAS, the Refunded Bonds were issued to provide interim financing to
enable the Issuer to take advantage of a discount program offered by the United States
Department of Agriculture, Farmers Home Administration ("Farmers Home
Administration") in connection with certain bonds of the Issuer previously held by the
Farmers Home Administration; and
WHEREAS, the Sponsor's Local Government Loan Program Floating Rate
Demand Revenue Bonds, Series 1985B (the "Series 1985E Bonds") are now available to be
loaned to the Governmental Unit to be used to retire the Refunded Bonds (the "Loan");
and
WHEREAS, such Loan is being made pursuant to a Loan Agreement dated as of
September 19 1988 between the Sponsor, the Issuer and Sun Bank, National Association
(the "trustee") and Jackson C. Tuttle, City Manager (the "Administrator") (the "Loan
Agreement'); and
WHEREAS, the parties to the Loan Agreement desire to retire the Refunded
Bonds and further desire to execute and deliver the Loan Agreement for the purposes set
forth above;
WHEREAS, to evidence its obligation to repay the Loan, the Issuer will execute
and deliver a fixed rate note (the "Governmental Unit Note'); and
LKL-08/10/88-245AA-2785 -1-
WHEREAS, to secure its obligation to repay the Governmental Unit Note and the
Loan the Issuer wishes to pledge as security for the Governmental Unit Note the Pledged
Revenues, as defined in the Loan Agreement (the "Pledged Revenues");
NOW, THEREFORE, BE IT RESOLVED by the governing body of the City of
Edgewater, Florida, as follows:
Section 1. DEFINITIONS. Terms defined in the preambles hereof shall have
the meanings set forth therein. All capitalized terms used herein which are defined in the
Loan Agreement shall have the meanings assigned thereto in the Loan Agreement, unless
the context hereof affirmatively requires otherwise.
Section 2. FINDINGS. It is hereby found, determined and declared that:
(A) The Refunding Program identified in the attached Loan Agreement
is an authorized project within the meaning of the Act, and the accomplishment of the
Refunding Program is necessary and desirable, is in the public interest and will serve a
proper public purpose.
(B) It is necessary and desirable and in the public interest that the
Refunding Program be carried out at the earliest possible time; however, the Issuer does
not have the resources necessary to pay for the Refunding Program from currently
available funds.
(C) The financing of the costs of the Refunding Program from funds
borrowed from the Series 1985E Bonds is in the best interest of the public and will enable
the Issuer to conserve public funds.
(D) The estimated receipts of Pledged Revenues are sufficient to pay
the principal and interest and all other amounts payable with respect to the Loan and the
Governmental Unit Note.
(E) The Pledged Revenues are not pledged, encumbered or hypothe-
cated by any resolution, agreement, indenture, ordinance or other instrument to which the
Issuer is a party or by which it is bound, except as otherwise set forth in the Loan
Agreement.
Section 9. REFUNDING PROGRAM AUTHORIZED. The cost of financing of
the Refunding Program, as described herein, in the manner provided in the Loan
Agreement (hereinafter defined) is hereby authorized and approved, in the amount of
$650,000.
Section 4. AUTHORIZATION OF FILING LOAN APPLICATION. The Loan
Application with respect to the Program, in substantially the form attached hereto as
Exhibit "A", with such changes, alterations and corrections as may be approved by the
Mayor or Vice -Mayor of the Issuer, such approval to be presumed by his execution thereof,
is hereby approved by the Issuer, and the Issuer hereby authorizes and directs said Mayor
or Vice -Mayor to execute the Loan Application and to deliver the Loan Application to the
City Manager of the City of Gulf Breeze, Florida, as Administrator, and Sun Bank,
National Association, as Trustee under the Program. The provisions of the Loan
LKL-08/10/88-245AA-2785 -2-
Application, when executed and delivered by the Issuer as authorized herein, shall be
deemed a part of this instrument as fully and to the same extent as if incorporated
verbatim herein.
Section 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN
AGREEMENT. The Loan Agreement, in substantially the form attached hereto as Exhibit
"B", with such changes, alterations and corrections as may be approved by the Mayor or
Vice -Mayor of the governing board of the Issuer, such approval to be presumed by his
execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and
directs said Mayor or Vice -Mayor to execute, and the City Clerk or Assistant City Clerk
of the Issuer to attest under the seal of the Issuer, the Loan Agreement and to deliver to
the Administrator and the Trustee the Loan Agreement, all of the provisions of which,
when executed and delivered by the Issuer as authorized herein and by the Administrator
and the Trustee duly authorized, shall be deemed to be a part of this instrument as fully
and to the same extent as if incorporated verbatim herein.
Section S. ISSUANCE OF GOVERNMENTAL UNIT NOTE; SECURITY. The
Loan shall be evidenced by the Governmental Unit Note, issued in the amount of not
exceeding $650,000. The Mayor or Vice -Mayor of the Issuer and the City Clerk or
Assistant City Clerk to the Issuer are hereby authorized to issue and deliver the Govern-
mental Unit Note against receipt of the proceeds of the Loan as provided in the Loan
Agreement. The Governmental Unit Note shall have such terms and provisions, shall bear
interest at such rates, adjusted in such manner and payable at such times, and shall
mature in such amounts on such dates, all as are set forth In the Loan Agreement. Upon
issuance, the Governmental Unit Note shall be secured by a lien upon and pledge of the
Pledged Revenues. The Issuer hereby pledges, and grants a lien upon, the Pledged
Revenues, in favor of the Governmental Unit Note, all in the manner set forth in the Loan
Agreement and the Governmental Unit Note.
Section 7. NO PERSONAL LIABILITY. No covenant, stipulation, obligation
or agreement herein contained or contained in the Loan Agreement shall be deemed to be
a covenant, stipulation, obligation or agreement of any member, agent or employee of the
Issuer or its governing body in individual capacity, and neither the members of the
governing body of the Issuer nor any official executing the Loan Agreement or the
Governmental Unit Note shall be liable personally thereon or be subject to any personal
liability or accountability by reason of the issuance thereof.
Section S. NO THIRD PARTY BENEFICIARIES. Except as herein or in the
Loan Agreement otherwise expressly provided, nothing in this instrument or in the Loan
Agreement, expressed or implied, is intended or shall be construed to confer upon any
person, firm or corporation other than the Issuer, the Administrator, the Credit Facility
Issuer, and the Trustee any right, remedy or claim, legal or equitable, under and by reason
of this Instrument or any provision thereof or of the Loan Agreement, this Instrument and
the Loan Agreement intended to be and being for the sole and exclusive benefit of the
Issuer, the Administrator, the Credit Facility Issuer and the Trustee.
Section 9. PREREQUISITES PERFORMED. All acts, conditions and things
relating to the passage of this instrument, to the execution of the Loan Agreement and
the Governmental Unit Note required by the Constitution or laws of the State of Florida
to happen, exist, and be performed precedent to and in the passage hereof, and precedent
LKL-08/10/88-245AA-2785 -3-
f to the execution and delivery of the Loan Agreement and the Governmental Unit Note,
have happened, exist and have been performed as so required.
Section 10. GENERAL AUTHORITY. The members of the governing board of
the Issuer and the Issuer's officers, attorneys, engineers or other agents or employees are
hereby authorized to do all acts and things required of them by this instrument, the Loan
Agreement or the Governmental Unit Note, or desirable or consistent with the require-
ments hereof or the Loan Agreement or the Governmental Unit Note, for the full,
punctual and complete performance of all the terms, covenants and agreements contained
in the Loan Agreement, the Governmental Unit Note, and this instrument.
Section 11. THIS INSTRUMENT CONSTITUTES A CONTRACT. The Issuer
covenants and agrees that this instrument shall constitute a contract between the Issuer
and the owners from time to time of the Governmental Unit Note and that all covenants
and agreements set forth herein and in the Loan Agreement and the Governmental Unit
Note to be performed by the Issuer shall be for the equal and ratable benefit and security
of all owners of the Governmental Unit Note.
Section 12. RESOLUTION TO CONSTITUTE INTERLOCAL AGREEMENT.
The Loan Agreement and the Governmental Unit Note incorporated by reference herein,
shall be deemed to be an Interlocal Agreement with the City of Gulf Breeze, Florida,
within the meaning of Chapter 163, Part I, Florida Statutes, and shall be filed of record in
accordance with the provisions of the Florida Intergovernmental Cooperation Law upon
acceptance of the Loan Agreement by the Administrator.
Section 13. VALIDATION AUTHORIZED. Livermore Klein h Lott, P.A., Bond
Counsel, are hereby authorized to file proceedings in the Circuit Court, in and for the
County, pursuant to Chapter 75, Florida Statutes, to validate the Loan Agreement and the
Government Unit Note, if such proceedings are deemed necessary by Bond Counsel or
counsel to the Borrower.
Section 14. SPECIAL OBLIGATION OF THE ISSUER. The Loan and the
Governmental Unit Note, and all payments due with respect thereto, shall be a special
obligation of the Issuer, payable solely from the Pledged Revenues as herein provided.
The Loan and the Governmental Unit Note does not constitute a general indebtedness of
the Issuer, or a pledge of its faith, credit or taxing power within the meaning of any
constitutional or statutory provision or limitation. Neither the State of Florida nor any
political subdivision thereof nor the Issuer shall be obligated (1) to exercise its ad valorem
taxing power or any other taxing power in any form on any real or personal property of
the Issuer to pay the principal of the Loan and the Governmental Unit Note, the interest
thereon or other payments or costs incident thereto, or (2) to pay the same from any other
funds of the Issuer except from the Pledged Revenues, all in the manner provided herein.
Section 15. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions herein contained shall be held contrary to any
express provisions 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
separable from the remaining covenants, agreements or provisions and shall in no way
affect the validity of any of the other provisions hereof or of the Loan Agreement or the
Governmental Unit Note.
LKL-08/10/88-245AA-2785 -4-
Section 16. NEGOTIATED SALE NECESSARY. It is hereby found, ascer-
tained, determined and declared by the Issuer that a negotiated borrowing under the
Program is in the best interest of the Issuer and is found to be necessary on the basis of
the following reasons as to which specific findings are hereby made:
(1) A competitive sale of the Governmental Unit Note would in all probabil-
ity not produce better terms than a negotiated sale particularly in view of the timing of
such an offering and the current instability of the bond market.
(2) The Program offers borrowing with the economies of a large scale
financing and sophisticated credit and liquidity structure which the Issuer could not
command in the market in a solitary financing.
Section 17. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The
Mayor, Vice -Mayor, City Clerk and Assistant City Clerk to the governing board of the
Issuer, counsel to the Issuer, Jose' B. Alvarez and Livermore Klein h Lott, P.A., Bond
Counsel for the Sponsor, are designated agents of the Issuer in connection with the
issuance and delivery of the Governmental Unit Note and are authorized and empowered,
collectively or individually, to take all action and steps to execute and deliver any and all
instruments, documents or contracts on behalf of the Issuer which are necessary or
desirable in connection with the execution and delivery of the Governmental Unit Note
and which are not inconsistent with the terms and provisions of this resolution and other
actions relating to the Governmental Unit Note heretofore taken by the Issuer. Such
individuals are specifically authorized and directed to take all necessary and appropriate
actions to prepay and refund the Refunded Bonds with the proceeds of the Loan when
available. The Mayor or Vice -Mayor is hereby specifically authorized to accept or reject
on behalf of the Governing Body of the Issuer the final interest rate to be established for
the Governmental Unit Note; provided, however, such final interest rate shall not exceed
9.5 per cent per annum. Such acceptance of interest rate shall be conclusively
established by the execution of the Governmental Unit Note containing such final terms
by the Mayor or Vice -Mayor.
Section 18. REPEALING CLAUSE. All resolutions or ordinances or parts
thereof of the Issuer in conflict with the provisions herein contained are, to the extent of
such conflict, hereby superseded and repealed.
Section 19. EFFECTIVE DATE. This instrument shall take effect
immediately upon its adoption.
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0 0
ROLL CALL VOTE ON RESOLUTION NO. 88-R-36 AS FOLLOWS:
\�I�1!A.0
COUNCfAid - NE T
COUNCILMAN - ZONE FOUR
Authenticated this / 5r
day of 70.�.�...t
1981,.
MAYOR
Approved for legality and
form: �
C TTO Y
-6- Res. No. 88-R-36
LKL/08/10/88-245AA-2785
STATE OF FLORIDA
COUNTY OF VOLUSIA
1, Susan J. Wadsworth, City Clerk of the City Council of the City of Edgewater,
Florida, do hereby certify that the above and foregoing is a true and correct copy of a
resolution as the same was duly adopted and passed at a Regular Meeting of the City
Council on the 16
day
of
�"—
1988, and as the same appears on
record in my office.
IN WITNESS WHEREOF, I hereunto set my hand and official seal this
day of , 1988.
CITY OF EDGEWATER,
LKL-08/10/88-245AA-2785 -7-
This Loan Agreement con utes an
Idterlocal Agreement under —Chapter
163.01, Florida Statutes
RKHMIT eea 1 1 2 20 0
LOAN AGREEMENT
FILED FOR RECORD
LI J RECORD VERIFIED
U_
a o CC sa
between
Q
Ln �fi.�4 Syr
CO
a SUN BANK, NATIONAL ASSOCIATION
m as Trustee
JACKSON C. TUT1'LE, City Manager
acting as Administrator
and
CITY OF EDGEWATER, FLORIDA
a municipal corporation of the State of Florida
City of Gulf Breeze, Florida
Local Government Loan Program
Series 198511
Water and Sewer System Project Refunding Loan
Dated as of September 1, 1988
PREPARED BY AND RlIRRN YO,
EVERMORE, KL13N a IDYL PJ4
77 BAYMNO
601E OWL R 33561
904932.1088 .._�
3s�. S.. ttwr'., ..� 14&9 . ..•t ".�ws+irt�. Kp'r, Ate �'. �•n a�-'YK. .. i .��.
. BOOK PAGE
TABLE OF CONTENTS
3188 0144
VOLUSIA CO. FL
CITY OF GULF BRKE7E6 FLORIDA
LOCAL GOVERNMENT LOAN PROGRAM
LOAN AGREEMENT
Partiesand Recitals......................................................... 1
ARTICLE I
BACKGROUND AND REPRESENTATIONS
Section
1.1
Background ..................................................
1
Section
1.2
Representations of Governmental Unit • • • • • • • • • • • • • • • •' •"""'
2
Section
1.3
Sponsor Representations • • • • • • • • • • • • • • • • • • ... — — —""""' •
3
Section
1.4
Administrator Representations • • • • • • • • • • • • • ^ • • • • """""""
3
Section
1.5
Trustee Representations • • • •' • • • • • • • • • • • • • • • • • " • "' • • "' • ""'
3
ARTICLE B
DEFINITIONS
Section
2.1
Definitions•.....••••.......•.•..................•......••...
5
ARTICLE ID
FINANCING THE PROJECT
Section 3.1
Making of Loan; Application of Loan Proceeds • • • • • • • • • •' •' • • • •' •'
9
Section 3.2
Disbursement of Loan; Security Interest in
Undisbursed Proceeds ..••• .......
9
—••••'•'••••'•'.•••....•...•.••...
10
Section 3.4
Prepayment of Loan ••••••.... •••••••••••"""""""'••'
11
Section 3.5
Conversion of Portion of Reserve Bonds
To Long Fixed Rate Period .................. • •' •"'""'
11
Section 3.6
Special Obligation of Governmental Units • • •' • • • • •' •' • • • • • ..... • •
12
Section 3.7
Benefit of Bondholders and Enhancement Provider;
Compliance with Trust Indenture • ' • • • • • •' • • • • • ... • . •' . "' • ..•'
13
Section 3.8
Bonds Not to Become Arbitrage Bonds • • • • ' • • • • • ' • • • • • ' • • "" • • ..
13
Section 3.9
Defaults; Assignment of Sponsor's Rights •' • • • • • • •' • • • • •' •' • ""'
13
Section 3.10
Covenant Regarding Pledged Revenues •••••••••••••••••'•'•'•..'•
14
Section 3.11
Alternate Security for Governmental Unit Note • • • • • • • • • •' •' • • ..•
14
Section3.12
Interlocal Agreement •••••'••"^..................""•"""
15
BOOK PAGE
3188 0745
ARTICLE IV VOLUSIA CO. FL
COVENANTS OF THE GOVERNMENTAL UNIT
Section 4.1 Reports snd Opinions; Inspections • • • • • • • • • • • •' • • ""..• "' • • • • • • 16
Section 4.2 Immunity of Sponsor ••••••••^•••••••••""""""""'••"•• 16
Section4.3 Compliance with Laws •••••••••••••••"""""""". ..... 17
Section 4.4 Issuance of Other Obligations
Payable from Pledged Revenues ..... •••••••••• " " " " " 17
17
Section 4.5 Issuance of Additional Parity Bonds • • • • • • • • • • • •"""""""'
Section 4.8 Additional Covenants ............•••...... 19
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section
5.1
Eventsof Default •••••••••••'•"""""""""""......••.
22
Section
5.2
Acceleration • • • ^ .................. • • """ "' • •' " •
23
Section
5.3
Payment of Loan on Default; Suit Therefor • • • • • • • •' •' • • . • "' • • ..
23
Section5.4
Other Remedies •••• .....
24
—•••••••••••••••""'"""""""•'•"•
25
Section
5.8
Discontinuance of Proceedings • • • • • • • • • • • • • • • • • • " """ " • ..• •
25
Section5.7
Noticeof Default •••••••••••'••""""""""""""•.....
35
ARTICLE VI
MISCELLANEOUS
Section 6.1
Limitation of Liability ••••••^•••••••"""""""""•""••
26
Section 6.2
No Personal Recourse ........•••
26
Section 8.3
Notices .....................................................
26
Section 6.4
Illegal or Invalid Provisions Disregarded • • • • • • • • • • • " •' • "'
27
Section 6.5
•."
Applicable Law ...• ... ........................... .'•.......
27
Section 6.6
Assignments •••...••••....•••..•.••....••....•....••....•....
27
Section 6.7
Amendments ... ...••.....•••...•••....••...•••...••...•.... '•
27
Section 6.8
Term of Agreement ••....••••.. ......
27
Section 6.9
Headings ....................................................
27
Section 6.10
Notice of Expectation of Obligation to
Make Certain Payments ••• .....
27
Section 6.11
Superseding Clause•.••••....•.....••....••....••....•...0....
27
Section B.1Z
Limitation of Investment Earnings Credit • • • • • • • • • • • • • • • • • • ......
27
Exhibit "A"
Project Description ..... ...••....••....•.•....•.....•.........
33
Exhibit"B"
Form of Promissory Note ••••••••••••••••"""""""""•"'
34
Exhibit "C"
Form of General Certificate • • • • • • • • • • • • • • • • ' • •' •' • """ """
39
Exhibit "D"
Opinion of Counsel to Governmental Unit • • • • • • • • • • • • • • • • .. •' .' • •
45
_it_
THIS LOAN 14GREEMENT, dated as of Septembe 1, 1988, between SUN
BANE, NATIONAL ASSOCIATION, Orlando, Florida, as Trustee for the holders of the
Bonds (as defined herein), JACKSON C. TUTTLE, City Manager, acting on behalf of 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:
ARTICLE I
BACKGROUND AND REPRESENTATIONS
SECTION 1.1 BACKGROUND.
0
r—
ch
n
t7
0
'ra
r—
(a) The City of Gulf Breeze, a municipal corporation of the State of Florida,
as issuer of the Bonds hereinafter referred to as the "Sponsor", is authorized to exercise
those powers conferred by Chapters 188 and 183, Florida Statutes, as amended.
(b) The Sponsor has issued $10090000000 aggregate principal amount of its
Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985E (the
"Bonds") the proceeds of which are to be used for the purpose of financing and refinancing
the coat of the acquisition and installation by "Governmental Units", as hereinafter
defined, of qualified Projects as described herein (the "Program'). The Bonds are issued
under and are secured by the Trust Indenture dated as of December 1, 1985, as amended
and restated as of July 1, 1988, as further amended and supplemented (the "Indenture")
between the Sponsor and Sun Bank, National Association, Orlando, Florida, as Trustee (the
"Trustee'). Except as otherwise provided herein, all capitalized terms used herein which
are defined In the Indenture shall have the meanings set forth in the Indenture.
(c) Pursuant to the Indenture, the Sponsor has caused the net proceeds of
the Bonds to be deposited with the Trustee, to be used to make loans to Governmental
Units for the financing or refinancing of the Projects.
(d) Under the Indenture, the Sponsor has pledged, for the security and
repayment of the Bonds, inter elia the amounts to be received in repayment of the Loans,
in the manner set forth in the Indenture.
(a) For the additional security for the payment of the principal of the Bonds,
the Sponsor has caused to be delivered to the Trustee a Bond Insurance Policy (the "Credit
Facility") initiaDy issued by Financial Guaranty Insurance Company (which, together with
any issuer of a substitute Credit Facility, is referred to as the "Credit Facility Issuer')
pursuant to which the Credit Facility Issuer has agreed to make available funds for the
timely payment of the principal and interest on the Bonds (the Credit Facility and any
substitute Credit Facility as defined in the Indenture hereinafter referred to as the
"Credit Facility').
(f) For the purpose of providing the Bond Registrar and Paying Agent (as
defined In the Indenture) with funds for the purchase at the principal amount thereof plus
accrued interest on Bonds tendered to it for payment pursuant to the Indenture, and not
remarketed In accordance with the provisions thereof, the Sponsor has entered into an
Initial standby Bond Purchase and Revolving Credit Agreement dated as of August 1, 1986
LKL-09/10/88-245AA-2785 -1-
Rev.08/12/88
Rev.08/25/88
Rev.08/28/88
0
O
o aD
C —
Co t7
(the "Liquidity Facility") with The Bank of Tokyo, Ltd., New York Agency (the "Liquidity
Facility Issuer") and the Trustee, pursuant to which the Liquidity Facility Issuer will agree
Ito purchase Bonds at the principal amount thereof (up to the aggregate principal amount
ti of Bonds outstanding), together with accrued interest, to the extent that moneys are not
p otherwise available therefor under the terms of the Indenture.
V
Q (g) The Governmental Unit has previously issued the Refunded Bonds, as
cn defined herein. Such Refunded Bonds were issued as interim financing to enable the
�
Governmental Unit to take advantage of a discount payoff program offered by the United
o States Department of Agriculture, Farmers Home Administration (the "FmHA") in
connection with certain debt obligations of the Governmental Unit previously held by the
FmHA.
(h) The Administrator has approved the Loan and has approved a
commitment (the "Commitment") to make a loan in the amount of $650,000 (the "Loan")
for the purpose of refunding the Refunded Bonds, and acquiring and constructing the
Project identified on Exhibit "A" attached hereto, which shall hereinafter collectively be
referred to as the "Project", or the "Refunding Program".
(1) As evidence of the Loan made pursuant to this Agreement, the
Governmental Unit will execute and deliver a note in the principal amount of the Loan in
the form attached hereto as Exhibit "B" (the "Governmental Unit Note"). As security for
the Bonds, the Sponsor Is assigning to the Trustee all its right, title and interest in the
Governmental Unit Note and this Agreement (except for the rights reserved by the
Sponsor as described in Section 3.9 hereof). Pursuant to the Indenture, the Governmental
Unit Note and this Agreement may be assigned by the Trustee to the Credit Facility
Issuer under the circumstances set forth therein.
(j) The amount of Bonds required by the Indenture to be converted to the
Fixed Rate Mode and designated as Convertible Option Bonds has been converted,
effective on the Loan Closing Date, to a Fixed Rate Mode for a Fixed Rate Period as
required by the Indenture.
SECTION 1.2 REPRESENTATIONS OF GOVERNMENTAL UNIT.
(a) The Governmental Unit is a municipal corporation of the State of
Florida, with full power and legal right to enter into this Agreement and perform its
obligations hereunder, and to finance the Project in the manner contemplated herein. The
Governmental Unit's actions in making and performing this Agreement have been duly
authorized by aR necessary official action and will not violate or conflict with any
applicable provision of the Constitution, or law of the State of Florida or with any
ordinance, governmental rule or regulation, or with any agreement, Instrument or other
document by which the Governmental Unit or its funds or properties are bound.
(b) The amount of the Loan, plus anticipated Investment earnings, does not
exceed the "Cast" (as defined in the Indenture) of the Refunding Program and does not
exceed the cost of the Refunding Program as defined and described in the Authorizing
Resolution of the Governmental Unit.
LEL-08/10/88-345AA-2785
-2-
(c) None of the proceeds of the Refunded Bonds were used to finance a
capital project which is used in the trade or business of a person who is not an "exempt
w CO person" as defined in Section 103(b)(3) of the Internal Revenue Code of 1954, as amended.
U-
4 r" (d) Immediately after the execution hereof, no Event of Default shall exist
ov hereunder nor shall there exist any condition which with lapse of time, the giving of
Q notice, or both, would constitute an Event of Default hereunder.
� (a) The Governmental Unit is duly authorized and empowered under the laws
o CO oof the State of Florida, particularly Chapter 168, Part II, Florida Statutes, to enter into
C _ >this Agreement, to issue the Governmental Unit Note and to pledge the sources
m M hereinafter mentioned to the repayment thereof, and to apply the proceeds thereof to the
payment of the Costs of the Project.
(f) On August 15, 1988, the Governmental Unit duly adopted Resolution No.
88-R-36 (the "Authorizing Resolution"), authorizing the borrowing contemplated hereby,
and the terms and provisions of the Authorizing Resolution are hereby incorporated by
reference.
(g) Neither the Governmental Unit nor any related person to such
Governmental Unit will pursuant to any arrangement, formal or informal, purchase any
Bonds In an amount related to the Loan from the Program to the Governmental Unit.
(h) The Governmental Unit is in compliance with all covenants and
undertakings in connection with all debt obligations payable from the Pledged Revenues
herein defined, or any part thereof (specifically including those undertaken in connection
with the Prior Lien Bonds).
(1) The Governmental Unit Is issuing the Governmental Unit Note for the
purpose of financing the Refunding Program.
SECTION 1.3 SPONSOR REPRESENTATION& The Sponsor represents
that it is a municipal corporation of the State of Florida duly existing, and with full power
and authority to issue the Bonds and to enter Into this Agreement. By proper action the
Sponsor has duly authorized the issuance and sale of the Bonds and the execution and
delivery of this Agreement. In accordance with the Indenture, the Sponsor has appointed
the Administrator to execute, undertake and perform the Sponsor's duties hereunder, and
all actions taken by the Administrator on behalf of the Sponsor pursuant to such
appointment shall be deemed to be the action of the Sponsor.
SECTION 1.4 ADI@USTRATOR REPRESENTATION& The Administrator
represents that he has duly authorized the execution and delivery of this Agreement. In
accordance with the Indenture, the Sponsor has appointed the Adminstrator to execute,
undertake and perform the Sponsor's duties hereunder either personally or through the
Independent Contractor, and all actions taken by the Administrator or the Independent
Contractor on behalf of the Sponsor pursuant to such appointment shall be deemed to be
the action of the Sponsor.
SECTION 1.5 TRUSTEE REPRESENTATION& The Trustee represents
that It is a national banking association duly existing, and with full power and authority to
LEL-08/24/88-245AA-2785 -3-
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enter into this Agreement and perform its obligations hereunder on behalf of the holders
of the Bonds. By proper action the Trustee has duly authorized the execution and delivery
of this Agreement and the Indenture.
LKL-08/10/88-245AA-2785
-4-
BOOK PAGE
3188 075�
VOLUSIA CO. FL ARTICLE R
DEFINITIONS
SECTION 2.1 DEFINITION& The capitalized terms used herein which are
defined in the Indenture and in the Authorizing Resolution and not otherwise defined
herein shall have the meanings assigned thereto in the Indenture and in the Authorizing
Resolution, unless the context hereof expressly requires otherwise. In addition, the
following terms shall have the meanings defined as follows:
"Additional Parity Bonds" shall mean Additional Parity Bonds issued under the
terms, conditions and provisions hereof.
"Annual Debt Service Requirement" shall mean the debt service coming due in
the applicable fiscal year on the Prior Lien Bonds, the Governmental Unit Note, any
outstanding Additional Parity Bonds, and on any other indebtedness Issued by the
Governmental Unit with a lien on any portion of the Pledged Revenues. In calculating the
Annual Debt Service Requirement, the interest rate on variable rate Indebtedness shall be
deemed to be a fixed rate of eleven (11) percent per annum. For the purpose of this
definition, "interest" on the Loan shall Include the Reserve Payment, if any, calculated as
described in Section 3.3 hereof, for the applicable period.
"Capital Charges" shall mean revenues, other than Gross Revenues or Special
Assessments, derived by the Governmental Unit on or after the date of issuance of any
Bonds and derived from Impact fees or other fees or charges for capital facilities
constituting any project provided to satisfy Increased Capacity Requirements.
"Commitment" means the commitment of the Administrator to make the
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"Connection Charges" shall mean the charges Imposed by the Governmental
Unit on new users connecting to the System which represents a pro-rata share of the cost
of the System which are attributed to the increased demand such additional connections
create upon the System. Connection Charges, however, shall not include the installation
charges Imposed by the Governmental Unit for the cost of physically connecting into the
System (Including but not limited to the cost of excavating, plumbing, installation of
meters and landscaping).
"Cost" or "Costa" in connection with the Refunding Program shall mean any
cost incurred or estimated to be incurred by the Governmental Unit which is reasonable
and necessary for carrying out all works and undertakings in providing for the refunding of
the Refunded Bonds.
"Gross Revenues" shall mean all moneys received or receivable from rates,
fees, rentals or other charges or Income, derived from the operation or ownership of the
System together with connection fees and money derived from the Investment of funds
excluding state and federal grants and grants in aid of construction, unless otherwise
provided herein, by the Governmental Unit or accruing to it in the operation of the
System, all calculated in accordance with sound accounting practice. "Groan Revenues"
shall Include Special Assessments, Connection Charges, and Capital Charges; however,
LEL-88/12/88-24SAA-2785 -5-
"Gross Revenues" shall not include any amounts received by the Governmental Unit as
Special Assessmenta, Connection Charges, or Capital Charges for any projects which were
L — not constructed or acquired for the purpose of meeting Increased Capacity Requirements
tf) W within the System unless such projects were not financed in whole or in part, directly or
ir o indirectly, with the proceeds of the Refunded Bonds or any obligations refunded or retired
ci with the proceeds of the Refunded Bonds.
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N "Increased Capacity Requirements" shall mean any increased demand upon or
=usage of the capital facilities of the System resulting from additional connections thereto,
o Co oor from substantial changes to or in the use of properties connected thereto.
o — >
Co "Local Credit Enhancement" or "Local Letter of Credit" means a credit
enhancement device acceptable in form and substance to the Credit Facility Issuer
securing timely payment of principal of and Interest and premium, if any, on the
Governmental Unit Note.
"Maximum Annual Debt Service" shall mean as of any date, the maximum
amount of principal, interest and other amounts provided for hereunder coming due in any
year on the Loan, the Prior Lien Bonds and on any Additional Parity Bonds. Such amount
shall be computed by deeming the interest rate on any variable rate debt to be a fixed
rate of eleven percent per annum. For the purpose of this definition, "interest" on the
Loan shall include the Reserve Payment, if any, calculated as described in Section 3.5
hereof, for the applicable period.
"Net Revenues" shall mean Gross Revenues less Operating Expenses.
"Operating Expenses" shall mean all current expenses, paid or accrued, for the
operation, maintenance and repair of the Governmental Unit's System and its facilities, as
calculated in accordance with sound accounting practice, and shall include, without
limiting the generality of the foregoing, insurance premiums, administrative expenses of
the Governmental Unit 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 operation, and charges for the accumulation of appropriate reserves for current
expenses not annually recurrent but which are such as may be reasonably expected to be
incurred in accordance with sound accounting practice. "Operating Expenses" shall not
Include any allowance for depreciation or for renewals or replacements of capital assets
of the System.
"Pledged Revenues" shall mean (1) the Net Revenues of the Governmental
Unit's System and (11) the Utilities Service Taxes, securing repayment of the Loan and the
Governmental Unit Note, pursuant to Section 3.8(b) hereof.
"Prior Lien Bonds" shall mean the outstanding bonds of the Governmental
Unit's $1,692,000 Water Works and Sewer System Refunding and Improvement Bonds dated
February 1, 1964, issued pursuant to Ordinance No. 400, duly enacted by the
Governmental Unit on March 2, 1964.
LRL-08/12/88-245AA-2785 -6-
"Pro-Rata Share" shall mean the percentage derived by dividing the
outstanding principal amount of the Governmental Unit's Loan by the sum of (1) the
principal amount of all loans outstanding plus (2) the amounts on deposit in the Project
Loan Fund.
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QU7 "Recycled Bond Proceeds" shall mean proceeds used to make Loans from the
l- Loan Repayment Account under the Indenture.
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"Refunded Bonds" shall mean the Governmental Unit's General Obligation
N Note, issued in the principal amount of $590,281.81 on July 5, 1988, and authorized
=D pursuant to Resolution No. 88-R-33 duly adopted by the Governmental Unit on July 5,
o 00 01968.
Co �.,� "Refunding Program" shell mean the refunding of the Refunded Bonds pursuant
to the provisions of this Loan Agreement.
"Reserve Payment" shall mean, for any period of calculations (a) the Govern-
mental Unit's Pro-Rata Share of the annual fees and expenses of the Trustee, the Bond
Registrar and the Paying Agent in connection with the Bonds, and not attributable to the
default of any other Governmental Unit; (b) the Governmental Unit's Pro-Rata Share of
Non -Asset Bonds; and (c) fees of the Remarketing Agent incurred pursuant to Section 3.5
of this Loan Agreement. The amount of such fees and expenses that the Governmental
Unit shall be obligated to pay shall, pursuant to Section 4.04 of the Indenture, be reduced
proportionately by the amount of investment earnings received on the funds held under
the Indenture that are available to pay such fees and expenses.
Following an event giving rise to the Governmental Unit's obligation to pay the
Reserve Payment, as described in the last paragraph of Section 3.5 hereof, the Financial
Advisor, on behalf of the Sponsor, shall determine not less often than each January 1 and
July 1 the estimated Reserve Payments, if any, and shall notify the Trustee and the
Administrator of such determination. The Administrator shall compute the amount of the
Reserve Payment due with respect to the preceding six month period and shall notify the
Trustee, the Credit Facility Issuer and the Governmental Unit of such amount, which shall
be due and payable by the Governmental Unit within thirty (30) days of receipt of such
notice.
"Utilities Service Tex" shall mean the tax levied and collected by the
Governmental Unit on each and every purchase of electricity, metered or bottled gas
(natural, liquified petroleum gas or manufactured), and telephone and telegraph service
within the corporate limits of the Governmental Unit, of such utilities services pursuant
to Ordinance No. 165 duly enacted by the Governmental Unit on April 130 1949, as
amended, particularly as amended by Ordinance No. 13 duly enacted by the Governmental
Unit on January 230 19529 as amended.
"Special Assessments" shall mean revenues derived by the Governmental Unit
from special assessments or other charges imposed upon benefitted property In connection
with the acquisition or construction of a project of additions, extensions or improvements
to the System.
LRI.-08/10/88-245AA-2785 -7-
"System" shall mean the entire potable water production, treatment and
distribution system and wastewater collection, treatment, re -use and disposal system and
all parts and components thereof or interest therein owned, operated or used by the
Governmental Unit and all such parts and components hereafter constructed, contracted
for or acquired, including all land and interests therein, plants, buildings, machinery,
LU CO) franchises, pipes, fixtures, equipment, contract rights and all property, real or personal,
cD lA Jtangible or Intangible, now or hereafter owned, operated or used by the Governmental
Q t— u_ Unit in connection therewith.
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LKL-08/10/88-245AA-2785 -8-
BOOK PAGE
3188 0754 ARTICLE Ill
VOLUSIA CO. FL
FINANCING THE PROJECT
SECTION 3.1 MAKING OF LOAN; APPLICATION OF LOAN PROCEEDS.
From the amounts on deposit In the Project Loan Fund created under the indenture, the
Governmental Unit hereby agrees to borrow and repay the sum of $650,000. The Loan
made hereby shall be repaid in accordance with the Governmental Unit Note and Section
3.3 hereof. The Governmental Unit covenants that it shall use the proceeds of the Loan
solely for the purposes described in Section 1.1(h) hereof and that it shall not use the
proceeds of the Loan in a manner inconsistent with the representations and covenants set
forth in Sections 1.2(a) and 1.2(e) hereof.
SECTION 3.2 DISBURSEMENT OF LOAN; SECURITY INTEREST IN UN -
DISBURSED PROCEED&
(a) Following the execution and delivery of this Agreement and the
Governmental Unit Note (the "Closing"), the Trustee shall transfer the sum of $5,623.54,
representing the Governmental Unit's placement fee and share of insurance premium paid
with respect to the Governmental Unit Note to the Expense Account created under the
Indenture. The Trustee shall disburse the balance of the Loan in accordance with this
Section 3.2 and Section 4.09 of the Indenture, to a special account established and held by
the Governmental Unit as described in paragraph (b), below.
(b) The Governmental Unit agrees to establish and create, and hereby does
establish and create a separate fund of the Governmental Unit to be known as the "Gulf
Breeze Pooled Financing Loan Program Proceeds Fund" (the "Loan Proceeds Fund*) which
account shall be separate and distinct from all other funds and accounts of the
Governmental Unit. $596,715.19 of the proceeds of the Loan shall be paid to the holder of
the Refunded Bonds in full payment of such Refunded Bonds. The balance of the proceeds
of the Loan shall be deposited by the Governmental Unit, immediately upon receipt
thereof, Into the Loan Proceeds Fund for the benefit of the Governmental Unit and
applied, together with any Income from investment thereof, to pay the costs of the
Project, or to pay debt service on the Governmental Unit Note. Funds shall be disbursed
from the Loan Proceeds Fund pursuant to requisitions in the form described in paragraph
(c), below.
(a) Disbursements of the Loan from the Loan Proceeds Fund shall be made
upon the execution of a requisition signed by an Authorized Officer of the Governmental
Unit (1) stating the name and address of the payee, the amount to be paid and the purpose
of the payment, (11) certifying that the amount to be paid is for the Cost of the acquisition
and/or construction of a qualified Project and is due and payable, has not been the subject
of any previous requisition and is a proper charge against the Loan Proceeds Fund
pursuant to this Section 3.2, and (111) in the case of the final requisition, certifying that
payment of the Coat of acquisition and Installation of the Project Is complete or that no
more moneys remain in the Loan Proceeds Fund. Any amounts to be disbursed from the
Loan Proceeds Fund representing capitalized interest on a Loan disbursed in stages
pursuant to this paragraph shall be included In each requisition.
LRL-06/25/88-245AA-2785 -9-
(d) Until disbursed in accordance with the provisions of this Loan
Agreement, the proceeds on deposit in the Loan Proceeds Fund shall be invested and
reinvested by the Governmental Unit in Investment Securities, as defined in the Indenture.
Any earnings on the Investment of funds on deposit in the Loan Proceeds Fund shall be
credited to such Fund and shall be used to pay authorized Costs of the Project.
LU tf9 (a) To secure the prompt payment of the Loan and the performance by the
QGovernmental Unit of its other obligations hereunder, the Governmental Unit, to the full
t• extent permitted by law, hereby pledges to the Sponsor and hereby grants to the Sponsor a
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security interest In and agrees and acknowledges that the Sponsor shall have and shell
a continue to have a security interest 1n the funds on deposit in the Loan Proceeds Fund,
subject to the use of such proceeds in the manner described herein.
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SECTION 3.1 REPAYMENT OF LOAN. The Loan to be made to the
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o — > Governmental Unit for the Project shall be repaid in installments which shall correspond
CO c`7 in time and amount to the payments of principal and Interest on the Governmental Unit
Note and shall bear Interest at the rates, and shall be payable at the times payable on the
Governmental Unit Note, as follows:
(a) The interest on the outstanding principal amount of the Loan shall be
paid In semiannual installments on the dates, at the rate and in the amounts shown on
Schedule "I" attached to the form of the Governmental Unit Note, which is attached
hereto as Exhibit "R". Principal on the Loan shall be payable in annual installments on the
dates and in the amounts shown on such Schedule "I". The final payment on the
Governmental Unit Note must be made three business days prior to December 1, 1015
with immediately available funds.
(b) As provided in the Governmental Unit Note, in addition to the above
payments of principal and interest on the Loan, any payment required to be made with
respect to the Loan which is received later than its due date, shall bear interest from such
due date at a rate per annum equal to the higher of the Interest on the Governmental Unit
Note or the Prime Rate, plus two percentum per annum (the "Default Rate"). In addition,
If an acceleration of the Loan is declared pursuant to Section 5.2 hereof following the
occurrence of an Event of Default hereunder, the interest rate on .the Loan shall be
Increased to the Default Rate. Notwithstanding anything otherwise contained In this
Agreement, the interest rate on the Loan shall not exceed twenty-five percent (25%) per
annum (exclusive of amounts charged for Costs and Expenses of the Program which are
not charges for the use or forbearance of money), or such higher rate as may from time to
time be permitted under applicable law and approved by the Credit Facility Issuer (the
"Maximum Rate"); provided, that, in the event the Imposition of such Maximum Rate shall
ever cause the amount payable on the Governmental Unit Note to be less than the amount
of interest which would otherwise be computed pursuant to this Section 3.3, the
Governmental Unit Note shall thereafter bear interest at the Maximum Rate until the
earlier of (1) the final maturity of the Governmental Unit Note or (11) such time as the
total amount of interest paid on the Governmental Unit Note at such rate equals the
amount of Interest which would have been payable on the Governmental Unit Note
pursuant to this Section 3.3 without regard to any Maximum Rate. AD payments made
hereunder shall be applied first to payment of accrued interest on the unpaid principal
balance hereof at the aforesaid rate, and then to the reduction of principal and payment
of other amounts due hereunder.
LRL-08/25/88-24SAA-2785 -10-
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(c) As set forth in the Indenture, earnings and other moneys in the Payment
Account in the Loan Reserve Fund shall be applied for the purposes set forth in Section
5.07 of the Indenture, including, where provided therein, to or for the benefit of the
Governmental Unit.
ul a.0 SECTION 3.4 PREPAYMENT OF LOAN.
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a t► it (a) The Governmental Unit may upon any Interest Payment Date on which
�- O o the Bonds converted to a long fixed rate In connection with the loan may be redeemed or
U converted to another Mode at the option of the Sponsor and, upon not less than 129 days
a prior written notice to the Sponsor, the Administrator and the Trustee, prepay the
outstanding principal of the Loan or portion thereof made pursuant to this Agreement,
Y tD -j together with accrued interest on the Loan to the date of prepayment, any premium
CDj payable to the holders of the Bonds in connection with such prepayment, and any amount
CO attributable to the retirement of the Governmental Units pro-rata share of Non -Asset
Bonds, as described in paragraph (b) below.
(b) If at the time any prepayment is made (as permitted by paragraph (a)
above), such prepayment shall be made in an amount and with the effect provided in
Section 4.04 of the Indenture, it being understood that all prepayments must be made not
less than 129 days in advance of any application thereof. Notwithstanding anything herein
to the contrary, the 129 day periods mentioned in paragraphs (a) and (b) hereof may run
concurrently. The Governmental Unit shall receive credit for any income from
Investment of the amount of any such prepayment.
SECTION 3.5 CONVERSION OF PORTION OF RESERVE BONDS TO LONG
FIEED RATS PERIOD. The Governmental Unit hereby agrees to and directs the Sponsor
to cause Bonds in an amount equal to the Governmental Unit's pro-rata share of the sum
of the Debt Service Reserve Fund Requirement and the Loan Reserve Fund Requirement
($95,000) (the "Reserve Bonds") to be converted to a Fixed Rate Mode on September I,
1988 and throughout the term of the Loan at the end of each such Fixed Rate Period. On
each date of sale of such Reserve Bonds, the Trustee shall invest a like amount of moneys
on deposit in the Debt Service Reserve Fund and the Loan Reserve Fund to be invested in
compliance with Section 6.02 of the Indenture at a fixed rate at least 1.25% in excess of
the Interest rate to be born by the Reserve Bonds so converted.
In the event that a default of the Governmental Unit results in the liquidation
of investments made pursuant to the first paragraph of this Section 3.5 in the Debt
Service Reserve Fund or Loan Reserve Fund, the Governmental Unit will pay the
"Liquidation Shortfall" "Liquidation Shortfall" shall mean the difference between the
amount realized as a result of such a liquidation and the amount which would have been
realized if such investments would have been sold at par.
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
this Section 3,59 the Governmental Unit agrees to pay the Reserve Payment following
such liquidation.
LEL-08/10/88-245AA-2785 -11-
SECTION 2.6 SPECIAL OBLIGATION OF GOVERNMENTAL UNITS.
(a) Each Credit Issuer may share with any other Credit Issuer any Informa-
tion given to any of them by the Governmental Unit, including without limitation financial
W t— Jstatements, and may also share such information with any participant of such Credit
tnt•.Issuer, and any financial institution which is being solicited to become a participant of any
Qr ;Credit Issuer. To the extent necessary to permit the foregoing, the Governmental Unit
Uhereby waives and any privilege or right to confidentiality, whether arising under statute
®r otherwise it may have which would otherwise prohibit the foregoing sharing of
cii nformation.
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o CO p (b) The Governmental Unit Note shall be secured by a lien upon and pledge
o — ;:bf the Pledged Revenues, and the Pledged Revenues are hereby pledged to secure
ca M repayment of the Governmental Unit Note, as set forth in the Authorizing Resolution.
Such lien upon and pledge of the Pledged Revenues shall be junior and subordinate in all
respects to the lien upon and pledge of such Pledged Revenues securing the Prior Lien
Bonds. The Governmental Unit hereby represents and warrants that the pledge of the
Pledged Revenues to secure the Governmental Unit Note is valid, binding and enforceable
and that the Pledged Revenues are not otherwise subject to any pledge, lien or
encumbrance, other than the lien securing the Prior Lien Bonds as has been heretofore
disclosed to and expressly approved by the Credit Facility Issuer in writing. The
Governmental Unit covenants that it will not cause or permit to exist any pledge of or
lien or encumbrance upon the Pledged Revenues which is prior in right of payment to that
securing the Governmental Unit Note except as expressly approved by the Credit Facility
Issuer. The Governmental Unit covenants that it will not cause or permit to exist any
pledge of or lien or encumbrance upon the Pledged Revenues, other than the pledge
benefitting the Governmental Unit Note and the Prior Lien Bonds, except for any
Additional Parity Bonds which may be Issued In the manner permitted hereunder or
obligations secured by a lien subordinate to the lien of the Governmental Unit Note.
(c) Prior to each of its fiscal years, the Governmental Unit shall establish a
budget for such fiscal year which allocates a sufficient sum of Pledged Revenues to pay
all amounts reasonably anticipated by the Governmental Unit to be payable hereunder and
all amounts reasonably anticipated to be payable with respect to the Prior Lien Bonds and
any Additional Bonds. In the event that the budgeted amounts prove Insufficient to make
said payments the Governmental Unit shall as soon as practicable (but in any event prior
to the expiration of sixty days from such event) amend its budget so as to assure that
sufficient Pledged Revenues are available to at all times make said payments.
(d) The Loan and the Governmental Unit Note, and all payments due in
respect thereto shall be a special obligation of the Governmental Unit, payable solely
from the Pledged Revenues as herein provided. The Loan and the Governmental Unit
Note do not constitute a general indebtedness of the Governmental Unit, or a pledge of Its
faith, credit or taxing power within the meaning of any constitutional or statutory
provision or limitation. Neither the State of Florida nor any political subdivision thereof
nor the Governmental Unit shall be obligated (1) to exercise its ad valorem taxing poer
the
or any other taxing power in any form on any real or personal property ,
Governmental Unit to pay the principal of the Loan and the Governmental Unit Note, the
Interest thereon or other payments or costs incident thereto, or (2) to pay the same from
any other funds of the Governmental Unit except from the Pledged Revenues, all In the
LEL-08/10/88-245AA-2785 -12-
manner provided herein. The acceptance of the Governmental Unit Note by the holder
from time to time thereof shall be deemed an agreement between the Governmental Unit
and such holder that the Governmental Unit Note and the indebtedness evidenced thereby
shall not constitute a lien upon any property of the Governmental Unit, but shall
constitute a lien only on the Pledged Revenues, in the manner herein provided.
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CD t17 LL (a) Subject to the provisions of the Florida Constitution, nothing herein
Q r— contained shall preclude the Governmental Unit from using any legally available funds, in
a CD CD addition to the Pledged Revenues herein provided, which may come into its possession,
4 including but not limited to the proceeds of the Loan, contributions or grants, for the
Npurpose of payment of principal of and interest on the Loan.
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J SECTION 3.7 BENEFIT OF BONDHOLDERS AND ENHANCEMENT
o 00 CD ROVIDER; COMPLIANCE WITH TRUST' INDENTURE. This Agreement is executed in
co part to induce the purchase by others of the Bonds, the issuance by the Credit Facility
coIssuer of the Credit Facility, the issuance of Local Credit Enhancement, if any, and the
execution and delivery by the Liquidity Facility Issuer of the Liquidity Facility and,
accordingly, all covenants, agreements and representations on the part of the Govern-
mental Unit and the Sponsor, as set forth in this Agreement, are hereby declared to be for
the benefit of the holders from time to time of the Bonds, and for the benefit of each
Credit Issuer. The Governmental Unit covenants and agrees to do all things within its
power in order to comply with and to enable the Sponsor to comply with all requirements
and to fulfill and to enable the Sponsor to fulfill all covenants of the Indenture.
SECTION 3.8 BONDS NOT TO BECOME ARBITRAGE BONDS,
The Governmental Unit hereby covenants to the Sponsor and the holders of the
Bonds that, notwithstanding any other provision of this Agreement or any other Instru-
ment, it will neither make nor cause to be made any investment or other use of the
proceeds of the loan which would cause the Bonds to be "arbitrage bonds" under Section
103(c) of the Internal Revenue Code of 1954, as amended, and any regulations thereunder,
and that it will comply with the requirements of such Section and regulations throughout
the term of the Bonds
Section 3.9 DEFAULTS; ASSIGNMENT OF SPONSORS RIGHTS.
(a) As the source of payment for the Bonds, the Sponsor will assign to the
Trustee all the Sponsor's rights under the Governmental Unit Note and this Agreement
(except for the rights of the Sponsor, the Trustee, the Administrator, and the Independent
Contractor, it applicable, to receive payment of administrative expenses, reports and
Indemnity against claims, and the Sponsors, Trustee's and Administrator's rights to
enforce remedies pursuant to Section 3.5, 4.1, 4.2 and 5.4 hereof). The Governmental
Unit will make all payments required under Sections 3.3, 3.4, 3.5 and 5.3 hereof directly
to the Trustee without defense or setoff by reason of any dispute between the
Governmental Unit and the Sponsor.
(b) The Indenture requires that the Credit Facility provide for payment of
the principal of and interest on the Bonds when due If other moneys available under the
Trust Indenture are insufficient therefor, and that rights to the payment of any principal
and/or Interest paid by the Credit Facility Issuer shall be assigned to the Credit Facility
LEL-08/10/88-24SAA-2785 -13-
Issuer. Under certain circumstances provided in the Indenture, this Agreement and the
Governmental Unit Note may be assigned to a Credit Issuer or a Local Letter Issuer.
SECTION 3.10. COVENANT REGARDING PLEDGED REVENUES. (a) The
Governmental Unit hereby covenants to take all lawful action necessary or required to
uJ ON collect and receive the Pledged Revenues. The Governmental Unit covenants that it has
eto � full power to pledge the Pledged Revenues to the payment of the principal and interest on
2 r the Governmental Unit Note subject only to the lien of the Prior Lien Bonds. Pledged
Revenues shall first be applied as provided in the ordinance authorizing the issuance of
Q the Prior Lien Bonds, for as long as any of the Prior Lien Bonds remain outstanding.
N
00 = (b) There is hereby created and established the City of Edgewater Gulf Breeze
0 co o Loan Revenue Fund (the "Revenue Fund'). All Pledged Revenues remaining after payment
p _ > of the Prior Lien Bonds (and, after the Prior Lien Bonds have been paid, or provision for
m Cj the payment has been made, all Pledged Revenues) shall be deposited into the Revenue
Fund as received and held solely for the benefit of the holder of the Governmental Unit
Note as provided In this Section 3.10(b). The Revenue Fund shall constitute a trust fund
for the purposes herein provided and shall be kept separate and distinct from all other
funds of the Governmental Unit and used only for the purposes and in the manner herein
provided. Moneys on deposit in the Revenue Fund shall be invested In obligations in which
the Project Loan Fund may be invested under the Indenture or as otherwise may be
permitted by the Credit Facility Issuer, and all investment earnings shall be retained
therein and used for the purposes thereof. Revenues shall be applied and allocated on the
fifteenth day of each month (1) first, to a separate fund, which is hereby created and
designated the City of Edgewater Gulf Breeze Loan Sinking Fund (hereinafter called
"Sinking Fund") commencing September 15, 1988, in such amounts sufficient to pay (a)
one -sixth of the interest on the Governmental Unit Note becoming due on the next semi-
annual Interest payment date (or such greater amount as may be needed to accumulate
such amount In equal monthly installments by the month prior to such Interest payment
date) (b) one -twelfth of the principal of the Governmental Unit Note becoming due on the
next annual principal payment date (or such greater amount as may be needed to
accumulate such amount in equal monthly installments by the month prior to such
principal payment date) and (c) Reserve Payments, if any, when due, and any amounts due
with respect to any Additional Bonds, (11) next, to the payment of any junior lien
obligations issued pursuant to the provisions hereof and (111) thereafter, to the
Governmental Unit for any lawful purpose of the Governmental Unit. The designation and
establishment of the Revenue Fund and Sinking Fund pursuant to this Section 3.10 shall
not be construed to require the establishment of any completely Independent, self -
balancing funds as such term Is commonly defined and used in governmental accounting,
but rather Is Intended solely to constitute an earmarking of certain revenues of the
Governmental Unit for certain purposes and to establish certain priorities for application
of such revenues as herein provided.
SECTION 3.11 ALTERNATE SECURITY FOR GOVERNMENTAL UNIT
NOM The Governmental Unit reserves the right to secure the Governmental Unit Note
with a Local Credit Enhancement acceptable in form and substance to the Credit Facility
Issuer and the Administrator, and upon furnishing such Local Credit Enhancement or other
security, the pledge of and lien upon the Pledged Revenues in favor of the Governmental
Unit Note shall be released and discharged, In the manner and to the extent specified by
the Credit Facility Issuer In writing. In addition, the Governmental Unit may provide for
the defeasance of the lien of this Loan Agreement upon the Pledged Revenues at any time
provided it first provides the following to the Trustee and to the Credit Facility Issuer:
LRL-08/25/88-24$AA-2785 -14-
(a) Evidence that the Governmental Unit shall have paid, or shall have made
provision for payment of, all amounts payable under this Loan Agreement. For purposes
Of the preceding sentence, deposit of direct obligations of the United States of America
which are not subject to redemption prior to maturity at the option of the obligor (or,
with the written approval of the Credit Facility Issuer, deposit of any other securities or
w O investments which may be authorized by law from time to time and sufficent under such
c� �o J law to effect such a defeasance) in irrevocable trust with a banking institution or trust
t— W company, for the sole benefit of the Sponsor, the principal of and interest on which will be
C- O o sufficient to pay when due all payments under this Loan Agreement, shall be considered
t, "provision for payment".
Q
N (b) An opinion of nationally recognized bond counsel acceptable to the
r CD _j Sponsor and to the Credit Facility Issuer to the effect that, (p the lien of the Loan
o CO o Agreement upon the Pledged Revenues has been defeased, and (ii) the transaction
C: — > resulting in such defessance does not adversely affect the exemption from taxation of the
CO Ch interest on the Bonds.
(c) Verification by an independent certified public accountant of sufficiency
of amounts deposited in escrow pursuant to paragraph (a).
SECTION 3.12 INTERLOCAL AGREEMENT, This Loan Agreement,
together with the Governmental Unit Note Incorporated by reference herein, shall be
deemed to be an interlocal agreement with the Sponsor within the meaning of Chapter
163, Part 1, Florida Statutes, and shall be filed of record in accordance with the provisions
of the Florida Intergovernmental Cooperation Law.
LKL-08/10/88-245AA-2785 -15-
BOOK PAGE
3188 0761
VOLUSIA CO. FL ARTICLE Iv
COVENANTS OF THE GOVERNMENTAL UNIT
SECTION 4.1 REPORTS AND OPINIONS; INSPECTION&
(a) Until all amounts due under this Agreement have been paid in full, the
Governmental Unit shall deliver to the Sponsor, the Trustee and the Credit Issuers, within
ten days of the Governmental Unit's receipt thereof, an annual report prepared in
accordance with generally accepted accounting principles applicable to the Governmental
Unit, and certified by an independent certified public accountant (or accounting firm)
satisfactory to the Sponsor which shall include a balance sheet and income statement for
the prior fiscal year in reasonable detail. In addition, the Governmental Unit shall deliver
to the Sponsor, the Trustee and the Credit Issuers within 50 days after the end of each
fiscal quarter. (1) a reasonable number of copies of the Governmental Unit's cumulative
monthly budget report; and (2) a certificate stating that no Event of Default hereunder
has occurred and is continuing.
(b) The Governmental Unit shall deliver to the Sponsor, the Credit Facility
Issuer and the Trustee, not later than the 135th but not earlier than the 128th day
following (1) in the case of a Loan secured by a Local Letter of Credit, the date of each
Loan Payment pursuant to the terms of this Agreement (whether by prepayment or
regularly scheduled payment) or (11) as to Loans not so secured, upon the final payment
upon the Loan, a certificate of the Governmental Unit, or other evidence in form and
substance satisfactory to the Trustee, to the effect that, during the period ending 128
days following such payment, no bankruptcy, insolvency or similar proceeding has been
commenced by or against the Governmental Unit and that no other event has occurred
which would have constituted an event of default under Section 5.1(f) of this Agreement
(except such as has been vacated, dismissed or discharged by an order which is not subject
to further appeal). Notwithstanding the payment in full of the Loan, the Governmental
Unit shall pay any charges incurred by the Sponsor or the Trustee in connection with any
payment under the Credit Facility by reason of the Governmental Unit's failure to deliver
such certificate or evidence on a timely basis. In addition, notwithstanding the payment
In full of the Loan, the Governmental Unit shall pay to any Substitute Credit Facility
Issuer an amount, if any, equal to the Credit Issuer Rate per arum on the amount which
was disbursed under the Credit Facility by reason of any payment to the holders of the
Bonds being deemed a Preference Payment (as defined in the Indenture).
(c) The Governmental Unit agrees to permit the Sponsor, the Trustee and
the Credit Issuers to examine, visit and inspect, at any reasonable time, the System, and
the Governmental Unit's facilities relating to any of the Pledged Revenues, and any
accounts, books and records, Including its receipts, disbursements, contracts, investments
and any other matters relating thereto and to its financial standing, and to supply such
reports and Information as the Sponsor, the Trustee or the Credit Issuers may reasonably
require.
SECTION 4.2 IMMUNITY OF SPONSOR In the exercise of the powers of
the Sponsor and its members, officers, employees and agents under the Indenture or this
Agreement including (without limiting the foregoing) the application of moneys and the
LKL-08/10/88-245AA-2785 -16-
investment of funds, the Sponsor shall not be accountable to the Governmental Unit for
any action taken or omitted with respect to the Project or this Agreement by it or its
members, officers, employees and agents in good faith and believed by it or them to be
authorized or within the discretion or rights or powers conferred under this Agreement.
UJ lV The Sponsor and its members, officers, employees and agents shall be protected in its or
cm -J their acting upon any paper or documents believed by It or them to be genuine, and it or
C r•they may conclusively rely upon the advice of counsel and may (but need not) require
C- O G further evidence of any fact or matter before taking any action. No recourse shall be had
U by the Governmental Unit for any claims based on the Indenture or this Agreement
aagainst any member, officer, employee or agent of the Sponsor alleging personal liability
won the part of such person unless such claims are based upon the bad faith, fraud or deceit
�G Hof such person. The Governmental Unit shall indemnify the Sponsor and any of its
Gtp ,members, officers, employees or agents and save them harmless against any liability
ca M intended to be precluded by this Section resulting from acts or omissions of the
Governmental Unit or from acts or omissions of the Sponsor or any of its members,
officers, employees or agents in connection with any necessary or reasonable acts taken
pursuant to this Agreement, except for fraud, deceit, or acts taken in bad faith or which
are negligent.
SECTION 4.3 COMPLIANCE NrrH LAWS. With respect to the Refunding
Program, the Governmental Unit will at all times comply with all applicable requirements
of Federal and state laws and with all applicable lawful requirements of any agency,
board, or commission created under the laws of the State of Florida or of any other duly
constituted public authority; provided, however, that the governmental unit shall be
deemed in compliance with this Section 4.3 so long as it is contesting in good faith any
such requirement by appropriate legal proceedings.
SECTION 4.4 ISSUANCE OF OTHER OBLIGATIONS PAYABLE FROM
PLEDGED REVENUES. So long as the Governmental Unit Note remains Outstanding and
unpaid, the Governmental Unit will not issue or consent to the issuance of any other
obligations, except under the conditions and in the manner provided herein, payable from
the Pledged Revenues or any portion thereof, nor voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or other charge, having priority
to or being on a parity with the lien of the Governmental Unit Note and the interest
thereon, upon the Pledged Revenues. Any other obligations issued by the Governmental
Unit in addition to the Governmental Unit Note or Additional Parity Bonds provided for in
Section 4.5 hereof, payable from the Pledged Revenues, shall contain an express
statement that such obligations are junior and subordinate in an respects to the
Governmental Unit Note, as to lien on and source and security for payment from the
Pledged Revenuer, provided, however, that the Governmental Unit may also grant to the
provider of a Local Credit Enhancement for the Governmental Unit Note or any provider
of Local Credit Enhancement with respect to any Additional Parity Bonds, a lien upon the
Pledged Revenues commensurate with the lien granted in respect of such Additional
Parity Bonds, provided that the scheduled Maximum Annual Debt Service on the
reimbursement obligation under any such Local Credit Enhancement would meet the
requirements hereof, as appropriate, without regard to the Maximum Annual Debt Service
on such Additional Parity Bonds, as the case may be.
SECTION 4.6 ISSUANCE OF ADDITIONAL PARITY BOND& No
Additional Parity Bonds, payable on a parity from the Pledged Revenues with the
LEL-08/10/88-245AA-2785 -17-
Governmental Unit Note shall be issued after the issuance of the Governmental Unit
Note, except for the construction and acquisition of capital projects of the Governmental
Unit or for refunding purposes and except upon the conditions and in the manner provided
herein. The Governmental Unit shall not issue Additional Parity Bonds unless it first
w M complies with the following.
o J (1) There shall have been obtained and filed with the Governmental Unit a
CD
d t� certificate of an independent certified public accountant of suitable experience and
o responsibility; (a) stating that the books and records of the Governmental Unit relating to
a the collection and receipt of Pledged Revenues have been audited by him; (b) setting forth
the amount of Pledged Revenues, as defined herein, received by the Governmental Unit
Y 0 J for any twelve consecutive months within the eighteen months Immediately preceding the
o CO CDdate of delivery of such Additional Parity Bonds with respect to which the certificate is
p _ > made, (c) stating that the Pledged Revenues, received by the Governmental Unit for such
CO C7 twelve month period (the "Test Period Revenues") equals at least 1.25 times the Maximum
Annual Debt Service on (i) the Prior Lien Bonds, the Governmental Unit Note and all
Additional Parity Bonds, if any, then outstanding and (it) the Additional Parity Bonds with
respect to which the certificate is made. The Test Period Revenues may be adjusted for
rate increases either adopted or in effect and for the additional revenues from Identified
occupied dwellings waiting to be served by the System once the improvements to be
acquired or constructed with the proceeds of Additional Parity Bonds are completed. For
purposes of this calculation, Capital Charges, shall be excluded from Pledged Revenues.
For purposes of this calculation Special Assessments shall be excluded from Pledged
Revenues unless such Special Assessments have been specifically pledged to secure the
Governmental Unit Note for the term of the Governmental Unit Note.
(2) There shall have been prepared and filed with the Governmental Unit a
certificate of such independent certified public accountant estimating that the annual
budget of the Governmental Unit for the current Fiscal Year in which the Additional
Parity Bonds will be issued, adjusted in accordance with sound accounting principles, will
be sufficient to pay all expenses to be incurred in the operation of the Governmental Unit
and to pay the Maximum Annual Debt Service becoming due on (1) the Prior Lien Bonds,
the Governmental Unit Note and all Additional Parity Bonds, if any, then outstanding and
(11) the Additional Parity Bonds with respect to which the certificate Is made.
(3) The Governmental Unit shall not be In default in performing any of the
covenants and obligations assumed hereunder, and all payments herein required to have
been made into the accounts and funds, as provided hereunder, shall have been made to
the full extent required.
(4) No additional Parity Bonds bearing Interest at a variable rate shall be
issued while any portion of the Governmental Unit Note shall remain outstanding without
the prior written consent of the Credit Facility Issuer.
(5) Upon issuance of any Additional Parity Bonds which are not funded with
the proceeds of a Loan from the Program, a debt service reserve fund for such Bonds shall
be established and funded at the time of Issuance of such Bonds, and thereafter
maintained while any such Bonds are outstanding, in an amount of the lesser of (1)
Maximum Annual Debt Service, (11) ten (10) percent of the proceeds of such Bonds, or (111)
the maximum amount permitted by law.
LKL-08/10/88-245AA-2785 -Is-
SECTION 4.6 ADDITIONAL COVENANTS.
(A) NO PRIVATE USE. The Governmental Unit will take no action, or
permit or suffer any action or event, which will cause the Governmental Unit Note or the
W —T Bonds to be an "Industrial Development Bond" or a "Consumer Loan Bond" within the
`^ 'D LL meaning of the Internal Revenue Code of 19540 as amended,
a r
o V (B) ANNUAL APPROPRIATION. The Governmental Unit will set up and
4 appropriate In the annual budget for expenditure in each of the Fiscal Years during which
N the Bonds thereon are outstanding and unpaid, from the Pledged Revenues, sufficient
CO J amounts of such Pledged Revenues to pay one hundred per centum (100%) of the principal
o CO O and Interest becoming due in such year on the Governmental Unit Note and the Prior Lien
(:3 _ > Bonds, plus one hundred per centum (100%) of all other payments required by this Loan
CO cr) Agreement. Such covenant and agreement on the part of the Governmental Unit to
budget and appropriate sufficient amounts of such Pledged Revenues to make all
payments required by this Loan Agreement shall be cumulative, and shall continue until
such Pledged Revenues in amounts sufficient to make all required payments shall have
been budgeted, appropriated and actually paid in the manner hereinafter provided.
(C) BOORS AND RECORDS, The Governmental Unit shall also keep books
and records of the Pledged Revenues and the Sponsor shall have the right at all reasonable
times to inspect all records, accounts and data of the Governmental Unit relating thereto.
(D) ANNUAL AUDIT. The Governmental Unit shall also, at least once a
year, cause the books, records and accounts relating to the total annual budget of the
Governmental Unit including the Pledged Revenues to be properly audited by a recognized
independent firm of certified public accountants, and shall make generally available the
report of such audits to the Sponsor and Trustee.
(E) Reserved
(F) MORTGAGE OR SALE OF SYMW The Governmental Unit shall not
without the written consent of the Credit Facility Issuer, sell, lease, mortgage, pledge,
encumber or otherwise dispose of any part of the System, unless the proceeds of such sale
are sufficient to pay all amounts owed under the Loan Agreement and the Governmental
Unit Note and are applied to such payment. Provided, however, the Governmental Unit
may sell, exchange or lease at any time and from time to time any property or facilities
constituting part of the System which are reasonably determined by the Governmental
Unit not to be useful or necessary in the operation of the System.
(G) RATE AND PERS. The Governmental Unit will fix, establish, impose
and collect rates, charges, and fees for the facilities and services of the System, and
revise the same from time to time whenever necessary, as will always provide In each
fiscal year (1) Net Revenues, which, together with Utilities Service Taxes actually
received in such fiscal year, will equal to 1.25 percent of the Annual Debt Service
Requirement, plus 1.00 percent of the amount, If any, required to restore the reserve fund
established in connection with any Additional Parity Bonds to the level required by
Section 4.5(5) hereof, and (11) Net Revenues, excluding Connection Charges, which,
together with Utilities Service Taxes actually received In such fiscal year, will equal to
1.00 percent of the Annual Debt Service Requirement, plus 1.00 percent of the amount, if
LRL-08/10/88-245AA-2785 -19-
E
any, required to restore the reserve fund established in connection with any Additional
Parity Bonds to the level required by Section 4.5(5) hereof. For purposes of this
calculation, Capital Charges shall be excluded from Net Revenues. For purposes of this
calculation Special Assessments shall be excluded from Pledged Revenues unless such
Special Assessments have been specifically pledged to secure the Governmental Unit Note
� for the term of the Governmental Unit Note.
o (H) INVESTMENTS. Moneys on deposit in the funds and accounts created
U hereunder may be invested and reinvested in Permitted Investments maturing not later
4 than the dates on which such moneys will be needed for the purposes of such funds. The
=Governmental Unit shall transfer all income and earnings received from the investment
--J and reinvestment of moneys on deposit in the funds and accounts created hereunder to the
jRevenue Fund, and such moneys shall be used in the same manner as other moneys on
deposit therein.
(1) INSURANCE. While the Governmental Unit Note is outstanding, the
Governmental Unit will carry such insurance as is ordinarily carried by private or public
corporations owning and operating utilities similar to the System, including Insurance
against loss or damage by fire, explosion, hurricane, tornado, sinkhole, or other hazards
and risks.
(.D OPERATING BUDGET. The Governmental Unit shall annually, prior to
the start of each Fiscal Year, prepare and adopt by proper proceedings of its governing
body a detailed budget of the estimated expenditures for operation and maintenance of
the System and the estimated Gross Revenues of the System during the succeeding fiscal
year. No expenditures for the operation and maintenance of the System shall be made in
any fiscal year in excess of the amounts provided therefor in such budget without a
written finding and recommendation by the executive. director of the System or other duly
authorized officer in charge thereof, which finding and recommendation shall state in
detail the purpose of and necessity for such increased expenditures for the operation and
maintenance of the System, and no such increased expenditures shall be made until the
governing body of said Governmental Unit shall have approved such finding and
recommendation by a resolution duly adopted.
(E) MAINTENANCE OF THE SYSTEM. The Governmental Unit will main-
tain the System in good condition and continuously operate the same in an efficient
manner and at a reasonable cost as a revenue producing enterprise.
(L) NO FREE SERVICE. The Governmental Unit will not render or cause to
be rendered any free services of any nature by the System or any part thereof, nor will
any preferential rates be established for users of the same class.
(M) NO COMPETING FACILITIES. The Governmental Unit to the full
extent permitted by law will not, after the adoption of the Resolution, grant any
franchise, license or permit, for the construction or operation of any faculties which will
be competitive with the services and facRities of the System; provided, however, that this
subsection shall not affect any vested rights of any persons, firms or corporations now
owning or operating solid waste disposal facilities.
LEL-08/10/88-245AA-2785 -20-
(N) NO IMPAIRMENT. The pledging of the Pledged Revenues in the manner
provided herein shall not be subject to repeal, modification or impairment by any
subsequent ordinance, resolution or other proceedings of the governing body of the
Governmental Unit or by any subsequent act of the Legislature of Florida. However, the
Governmental Unit does hereby reserve the right to discontinue or reduce the level of any
of its activities which generate user service charges or regulatory fees. Further, in 1985,
W J Section 188.231, Florida Statutes, was amended to provide that a municipality may levy
1J the telecommunications portion of the Utilities Service Tax upon either (I) purchases
do owithin the municipality of local telephone service at a rate not to exceed ten percent of
C-3the monthly recurring customer service charges, less certain statutory exceptions; or (11)
<Purchases within the municipality of telecommunications service which originates and
interminates within the State of Florida at a rate not to exceed seven percent of the total
co Jcharge, less certain statutory exceptions, for such service. The Utilities Service Taxes
p pp ocurrently levied by the Governmental Unit include a ten percent tax on the purchase of
C — >loeal telephone service as described in clause (1), above. The Governmental Unit hereby
ca c'7 reserves the right to modify its Ordinance enacted on April 13, 1949, as emended, to
provide for levy of the telecommunications portion of the Public Service Tax In
accordance with clause (ii) of the foregoing paragraph upon its determination that such
modification will generate the maximum amount of revenue.
(0) COLLECTION OF UTILITIES SERVICE TAXES. The Governmental Unit
hereby covenants and agrees not to reduce the rate of the Utilities Services Taxes levied
and collected by the Governmental Unit pursuant to Ordinance No. 165 enacted by the
Governmental Unit on April 130 1949, as amended, below the current level while any
portion of the Governmental Unit Note shall remain outstanding with the prior written
consent of the Credit Facility Issuer.
LRL-08/10/88-24$AA-2785 -21-
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
SECTION 5.1 EVENTS OF DEFAULT. Each of the following events is
-i hereby defined aM and declared to be and shall constitute, an "Event of Default":
4 t-
d p o (a) failure by the Governmental Unit to make any payment required to be
made pursuant to Section 3.3 hereof on or before the date the same is due; or
a_
N (b) with the exceptions of those covenants set forth in Section 3.3 hereof,
CO _Ifailure by the Governmental Unit to observe and perform any other covenant, condition or
o CO jagreement on its part to be observed or performed under this Agreement for a period of
030 days after written notice specifying such failure and requesting that it be remedied is
m given to the Governmental Unit by the Sponsor, the Credit Facility Issuer or the Trustee;
or
(c) if any of the representations, warranties or certifications of the
Governmental Unit under Section 1.2 hereof or otherwise made or delivered in connection
herewith shall prove to be false or misleading in any material respect; or
(d) (1) the Governmental Unit shaft make an assignment for the benefit of
creditors, (2) the Governmental Unit shaft apply for or seek, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or any
substantial part of its property, (3) the Governmental Unit shall fail to file an answer or
other pleading denying the material allegations of any proceeding filed against it
described under Section 5.1(e)(2), (4) the Governmental Unit shall take any action to
authorize or effect any of the actions set forth in Section 5.1(e) or (5) faR to contest in
good faith any appointment or proceeding described in Section 5.1(e)9 (6) without the
application, or approval or consent of the Governmental Unit, a receiver, trustee,
examiner, liquidator, or similar official shall be appointed for any substantial part of the
Governmental Unit's property and such appointment shall continue undischarged or such
proceedings shall continue undismissed or unstayed for a period of 30 consecutive days, or
(7) the Governmental Unit shaft be in a state of financial emergency as defined in Section
218.503, Florida Statutes, as amended, or any successor statute thereto; or
(a) (1) the Governmental Unit shall be adjudicated a bankrupt or become
subject to an order for relief under federal bankruptcy law, (2) the Governmental Unit
shall Institute any proceedings seeking an order for relief under federal bankruptcy law or
seeking to be adjudicated a bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy or insolvency, (3) there shaft be appointed a receiver,
liquidator or similar official for the Governmental Unit under any law relating to
bankruptcy or Insolvency, or (4) without the application, approval or consent of the
Governmental Unit, a receiver, trustee, examiner, liquidator or similar official shaft be
appointed for the Governmental Unit, or a proceeding described in Section 5.1(d)(2) shaft
be Instituted against the Governmental Unit and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of 30 consecutive days;
the mere declaration of a state of financial emergency under Section 218.503, Florida
LEL-08/10/88-245AA-2785 -22-
W 00
cD %D
a
CL O
Statutes, as amended, shall not, in and of itself, constitute a default under this Section
5.1(e); or
(f) the failure of the Governmental Unit to provide a replacement for any
Local Letter of Credit required with respect to the Loan, which replacement has been
approved in writing by the Credit Facility Issuer, by the 15th day prior to the expiration
or non -renewal of the existing Local Letter of Credit.
J
t1 SECTION 5.2 ACCELERATION. If an Event of Default as defined in
cD Section 5.l(a) or (a) hereof shall have occurred, or upon the 10th day prior to the
LD expiration, termination, or non -renewal of a Local Letter pursuant to Section 5.1(n
C hereof, the Loan and all other sums which the Governmental Unit is obligated to pay
under this Agreement shall, upon direction of the Credit Facility Issuer, become due and
J payable immediately, and the Commitment shall terminate, without further notice to the
jGovernmental Unit. If any other Event of Default shall have occurred, the Trustee (as the
Sponsor's assignee, or any assignee of the Trustee or Co -Trustee, as may be the case)
shall, but only upon direction of the Credit Facility Issuer, by notice in writing to the
Governmental Unit, declare the Loan and all other sums which the Governmental Unit is
obligated to pay hereunder to be due and payable immediately, and terminate the
Commitment. Upon any such acceleration whether automatically or by declaration,
anything in this Agreement contained to the contrary notwithstanding, there shall become
Immediately due and payable, in addition to any other amounts then due from the
Governmental Unit hereunder, the sum of : (I) the outstanding principal of the Loan ; (it)
accrued and unpaid interest on the Loan; and (iii) all amounts which would be payable in
excess of the sum of: (x) the unpaid principal balance of the Governmental Unit Note plus
(y) accrued and unpaid Interest thereon, in the event the Governmental Unit Note had
been prepaid In accordance with Section 3.4(b) hereof on the date of acceleration pursuant
to this Section 5.2.
SECTION 5.3 PAYMENT OF LOAN ON DEFAULT; SUIT THEREFOR.
(a) The Governmental Unit covenants that, in case default shall occur in the
payment of any sum payable by the Governmental Unit under Section 3.3 of this
Agreement as and when the same shall become due and payable, whether at maturity or
by acceleration or otherwise, then, upon demand of the Sponsor, the Credit Facility Issuer
or the Trustee, but only upon direction of the Credit Facility Issuer, the Governmental
Unit will pay to the Trustee (or Its assignee) an amount equal to the sum of: (1) the
amount decribed in Section 5.2 hereof; (it) any other amount which the Governmental Unit
Is obligated to pay under this Agreement; and (111) such further amount as shall be
sufficient to cover the costs and expenses of collection, Including a reasonable
compensation to the Sponsor, the Trustee, their agents, attorneys and counsel, and any
expenses or liabilities Incurred as a result of such default by the Sponsor or the Trustee
other than through gross negligence or bad faith.
(b) in case the Governmental Unit shall fail forthwith to pay such amounts
when due an, upon such demand, the Sponsor or the Trustee (or its assignee) shall be
entitled and empowered but only upon direction of the Credit Facility Issuer, to institute
any actions or proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final decree, and
may enforce any such judgment or final decree against the Governmental Unit and collect
In the manner provided by law.
LEL-08/10/88-245AA-2785 -23-
(c) In case any proceedings shall be pending for the bankruptcy or for the
reorganization of the Governmental Unit under the Federal bankruptcy laws or any other
applicable law, or In case a receiver or trustee shall have been appointed for the property
of the Governmental Unit, or in case any other similar judicial proceedings shall be
pending relating to the Governmental Unit or to the creditors or property of the
Governmental Unit, the Trustee (or its assignee) shall be entitled and empowered, by
W O1 intervention in such proceedings or otherwise, to file and prove a claim or claims for the
CD J whole amount of the Loan made to the Governmental Unit pursuant to this Agreement and
C t— L' for interest owing and unpaid in respect thereof and to file such proofs of claim and other
C- p o papers or documents as may be necessary or advisable in order to prosecute the claims of
Ca the Trustee (or its assignee) in any such judicial proceedings relating to the Governmental
C Unit, its creditors, or its property, and to collect and receive any moneys or other
U') property payable or deliverable on any such claims, and to distribute the same after the
a9 Jdeduction of Its charges and expenses. Any receiver, assignee or trustee in bankruptcy or
C CO jreorganization is hereby authorized to make such payments to the Trustee (or its
m c; assignee), and to pay to the Trustee (or its assignee) any amount it requires for
compensation and expenses, including counsel fees it has incurred up to the date of such
distribution.
SECTION 5.4 OTHER RENEDIE&
(a) Whenever any Event of Default hereunder shall have occurred and be
continuing, whether or not all sums which the Governmental Unit is obligated to pay under
this Agreement shall have been declared to be immediately due and payable pursuant to
this Agreement, the Sponsor or the Trustee (or its assignee) shall, but only if directed by
the Credit Facility Issuer, take- whatever action at law or in equity as may appear
necessary or desirable to collect the amounts payable by the Governmental Unit
hereunder, then due and thereafter to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the Governmental Unit under this
Agreement, including the application of any undisbursed Loan proceeds to the reduction of
the outstanding balance of such Loan.
(b) Whenever any Event of Default hereunder shall have occurred and be
continuing, before or after declaring an acceleration pursuant to Section 5.2 hereof, the
Sponsor or the Trustee (or its assignee) may, but shall not be obligated to, perform for the
account of the Governmental Unit any covenant or obligation in the performance of which
the Governmental Unit Is in default, in which event the Governmental Unit shall
immediately reimburse the Sponsor or the Trustee (or Its assignee), as the case may be,
upon demand for all expenses incurred by the Sponsor or the Trustee (or its assignee), as
the case may be, in the course of such performance, including reasonable counsel fees,
with interest from the date of such expenditure at the Prime Rate of the Liquidity
Facility Issuer then In effect.
(c) No action taken pursuant to this Section 5.4 shall relieve the
Governmental Unit from its obligations pursuant to Sections 3.3 and 5.3 hereof, all of
which shall survive any such action. The Sponsor or the Trustee (or its assignee) may, and
upon direction of the Credit Facility Issuer, shall take whatever action at law or in equity
as may appear necessary and desirable to collect the amounts then due and thereafter to
become due, or to enforce the performance and observance of any obligation, agreement
or covenant of the Governmental Unit hereunder.
LEL-08/10/88-245AA-2785 -24-
(d) Except as to the Sponsor's rights to indemnity and reports from the
Governmental Unit hereunder, the Sponsor shall not be deemed to have an exclusive right
to enforce the remedies described in this Section 5.4.
SECTION 5.6 CUMULATIVE RIGIrM No remedy conferred upon or
u.l CD
to the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) by this
t, CD J Agreement 1s intended to be exclusive of any other available remedy or remedies, but
a LL each and every such remedy shall be cumulative and shall be In addition to every other
a- 0 o remedy given under this Agreement or now or hereafter existing at law or in equity or by
c-) statute. No waiver by the Sponsor, the Credit Facility Issuer or the Trustee (or its
Qassignee) of any breach by the Governmental Unit of any of its obligations, agreements or
cncovenants hereunder shall be deemed a waiver of any subsequent breach, or a waiver of
00 many other obligation, agreement or covenant, and no delay or failure by the Sponsor, the
oCO C Credit Facility Issuer or the Trustee (or its assignee) to exercise any right or power shall
o — > impair any such right or power or shall be construed to be a waiver thereof, but any such
m cru right and power may be exercised by the Sponsor, the Credit Facility Issuer or the Trustee
(or its assignee) from time to time and as often as may be deemed expedient.
SECTION 5.6 DISCONTINUANCE OF PROCEEDINGS. In case the
Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) shall have proceeded to
enforce any right under this Agreement and such proceedings shall have been discontinued
or abandoned for any reason or shall have been determined adversely to the Sponsor, the
Credit Facility Issuer or the Trustee (or its assignee), then and In every such case the
Governmental Unit, the Sponsor, the Credit Facility Issuer and the Trustee (or its
assignee) shall be restored respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Govermental Unit, the Sponsor, the Credit Facility
Issuer and the Trustee (or its assignee) shall continue as though no such proceeding had
been taken.
SECTION 5.7 NOTICE OF DEFAULT. The Governmental Unit shall give
the Trustee, the Credit Facility Issuer, the Liquidity Facility Issuer, each Local Credit
Enhancement Issuer or provider of any Local Letter of Credit and the Sponsor, a prompt
written notice of any condition or occurrence which constitutes an Event of Default under
Section 5.1 hereof immediately upon becoming aware of the existence thereof.
LEL-08/10/88-245AA-2785 -25-
BOOK PAGE
3188 0771 ARTICLE VI
VOLUSIA CO. FL MISCELLANEOUS
SECTION 6.1 LIMITATION OF LIABILITY. In the event of any default by
the Sponsor hereunder, the liability of the Sponsor or the Credit Facility Issuer to the
Governmental Unit shall be enforceable only out of its Interest under this Agreement and
there shall be no other recourse for damages by the Governmental Unit against the
Sponsor, the Credit Facility Issuer, its officers, members, agents and employees, or
against any of the property now or hereafter owned by it or them.
In the event of any default by the Governmental Unit hereunder, the liability
of the Governmental Unit shall be enforceable only out of the Pledged Revenues, and
there shall be no other recourse for damages by the Sponsor or the Credit Facility Issuer
against the Governmental Unit, its officers, members, agents and employees.
SECTION 6.2 NO PERSONAL RECOURSE. Neither any member nor any
officer, employee or agent of the Governmental Unit nor any person executing the Loan
Agreement or Governmental Unit Note shall be personally liable on the Bonds by reason of
the issuance thereof.
SECTION 6.3 NOTICES. Notice hereunder shall be effective upon receipt
and shall be given by certified mail, return receipt requested, to:
As to the 8ponson
City Manager
City of Gulf Breeze
P.O. Box 640
Gulf Breeze, Florida 32561
As to the Trustees
Sun Bank, National Association
225 East Robinson Street, Suite 350
Orlando, Florida 32801
Attn: Corporate Trust
As to the Governmental Unit:
City of Edgewater, Florida
P.O. Box 100
Edgewater, Florida 32032
Attn: City Manager
As to the CreM Facility Issuer
Financial Guaranty Insurance Company
175 Water Street, 15th Floor
New York, New York 10038
Attn: President
LKL-08/10/88-24SAA-2785 -26-
BOOK PAGE
3188 -172
As to the Lkrykiity Facility Issuer. yOLUSIA CO. FL
The Bank of Tokyo, Ltd.
New York Agency
100 Broadway
New York, New York 10005
SECTION 6.4 ILLEGAL OR INVALID PROVISIONS DISREGARDED. In
case any provision of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, this Agreement shall be construed as if such provision had
never been contained herein.
SECTION 6.5 APPLICABLE LAW. This Agreement shall be deemed to be
a contract made In Florida and governed by Florida law.
SECTION 6.6 ASSIGNMENTS. The Governmental Unit shall not assign this
Agreement or any Interest of the Governmental Unit herein, either in whole or in part.
The Administrator on behalf of the Sponsor hereby assigns this Agreement and the
Governmental Unit Note attached hereto to the Trustee as provided in Section 3.9 hereof.
Except as provided in Section 3.9 hereof this Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
SECTION 6.7 AMENDMENT& This Agreement may not be amended
except by an instrument in writing signed by the parties and with the consent of each
provider of a Local Letter of Credit, if any, and the Credit Facility Issuer, and, if such
amendment occurs after the issuance of the Bonds, with consent of the Trustee if required
by Section 8.03 of the Indenture.
SECTION 6.8 TERM OF AGREEMENT. This Agreement and the respect-
ive obligations of the parties hereto shall be in full force and effect from the date hereof
until the principal of and all interest on the Loan shall have been paid In full and the
Governmental Unit shall have complied with Section 4.1(b) hereof.
SECTION 6.9 HEADINGS. The captions or headings in this Agreement are
for convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.
SECTION 6.10 NOTICE OF EXPECTATION OF OBLIGATION TO MARE
CERTAIN PAYMENT& The Administrator shall promptly notify the Governmental Unit
by telephone, followed by written notice, whenever earnings are reasonably expected to
result in the Governmental Unit's obligation to make a Reserve Payment.
SECTION 6.11 SUPERSEDING CLAUSE. This Agreement is the entire final
agreement between the respective parties and supersedes all other agreements, whether
written or oral, except that this Agreement is not intended to supersede or displace any
interlocal agreement previously recorded In the public records of the Sponsor and the
Governmental Unit except to the extent this Agreement is inconsistent therewith.
SECTION 6.12 LIMITATION OF INVESTMENT EARNINGS CREDIT. The
Governmental Unit will not receive as a credit against any payment due hereunder an
LEL-08/25/88-245AA-2785 -27-
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amount in excess of actual earnings on the Reserve Bonds converted to a Fixed Rate Mode
pursuant to Section 3.5 hereof less (a) debt service on such Reserve Bonds, and (b) fees of
the Remarketing Agent, the Trustee, Registrar and Paying Agent, and other applicable
expenses of the Program.
LRL-08/10/88-245AA-2785 -28-
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IN WfRN= WHEREOF, the parties hereto, Intending to be legally bound, have
caused this Agreement to be executed and delivered as of the date tint written above.
J
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LHL-08/10/88-245AA-2785
JACHBION C. TUTTLE, City Manager
Administrator
-29-
� c
(SEAL)
Attests',
City Clerk
Approved as to form and sufficiency:
City Attorney
CrrY OF EDGEW-KTES, FLORIDA
Governmental Unit
Mayor `
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City Manager
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LKL-08/10/88-245AA-2785 -30-
BOOK rA6[
3188 07' 5
VOLUSIA CO. FL
Attest:
SUN BANK, NATIONAL ASSOCIATION
Trustee
By: no, /- a't JN:v-
Co ate Trust Officer
LKL-08/10/88-245AA-2785 -31-
.,c:CEPTANCE OF LOAN AG$EEME.r
The undersigned, as the initial Credit Facility Issuer referred to in the
foregoing instrument, hereby consents and agrees to the provisions and terms of the
foregoing Loan Agreement.
IN NrrNESS WHEREOF, the undersigned official of the initial Credit Facility
Issuer, being duly authorized, has set his hand this 1st day of September, 1988.
FINANCIAL GUARANTY INSURANCE
COMPANY
W
Credit Facility Issuer
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By.
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Its: Vice Presiden
Y
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LKL-08/10/88-245AA-2785 -32-
BOOK PAGE
3188 778
VOLUSIA CO. FL aXH[BIT A
A-1
The refunding of the Refunded Bonds and reimbursement to the Governmental
Unit for the loan made from the General Fund in anticipation of financing.
LKL-08/26/88-245AA-2785 -33-
BOUK PAGE
3188 0779 9 IT
VOLUSIA CO. FL PROMISSORY NOTR
For value received, the City of Edgewater, Florida, a municipal corporation
organized and existing under the laws of the State of Florida (the "Governmental Unit")
hereby promises to pay to the holder hereof or to Its order, solely from the Pledged
Revenues hereafter mentioned the principal sum of Six Hundred Fifty Thousand Dollars
($850,000), and to pay, solely from such sources, the following.
(a) The principal hereof shall be paid in annual Installments in the amounts
and on the dates shown on Schedule "I" attached hereto.
(b) Interest on the unpaid principal balance hereof shall be paid in semi-
annual installments In the amounts, at the rates and on the dates shown on Schedule "I",
all as described In the Loan Agreement of even date herewith between the City of Gulf
Breeze, Florida (the "Sponsor") and the Governmental Unit (the "Loan Agreement").
(c) In addition to such amounts specified in Schedule "I", the actual amounts
due in repayment of the Loan shall also Include the Reserve Payment (as defined in the
Loan Agreement), if such Reserve Payment shall be due pursuant to the provisions of
Section 3.5 of the Loan Agreement.
Any payment required to be made with respect to the Loan which is received
later than its due date shall bear interest from such due date at a rate equal to the higher
of the rate of interest on this Note or the Prime Rate, plus two percentum per annum (the
"Default Rate"). In addition, If an acceleration of the Loan is declared pursuant to
Section 5.2 of the Loan Agreement following an Event of Default pursuant to the Loan
Agremeent, the interest rate on this Note shall be increased to the Default Rate, and
certain additional amounts shall be payable, as provided in said Section 5.2.
As set forth In the Loan Agreement, a default of the Governmental Unit may
also result in a requirement that the Governmental Unit make certain additional payments
with respect to a portion of the Debt Service Reserve Fund or the Loan Reserve Fund, as
defined in the Loan Agreement.
Notwithstanding anything otherwise contained In this Note, the interest rate
on this Note (excluding any amounts which do not represent charges for the use or
forebears ce of money) shall not exceed twenty-five percent (25%) per annum or such
higher rate as may from time to time be permitted under applicable law; provided, that,
In the event the Imposition of such Maximum Rate shall ever cause the amount payable on
this Note to be leas than the amount of interest which would otherwise be computed
pursuant to the Loan Agreement, this Note shall thereafter bear Interest at the Maximum
Rate until the earlier of (1) the final maturity of this Note or (2) such time as the total
amount of Interest paid on this Note shall at such rate equals the amount of interest
which would have been payable on this Note without regard to any Maximum Rate.
All payments made hereunder shall be applied first to payment of accrued
interest on the unpaid principal balance hereof at the aforesaid rate, and then to
reduction of principal and payment of other amounts due hereunder.
LKL-08/10/88-245AA-2785 -34-
The principal hereof and interest hereon shell be paid at such place as the
holders hereof may designate in writing.
This Note evidences a loan made to the Governmental Unit pursuant to the
Loan Agreement dated as of September 1, 1988, to finance or refinance the Governmental
Unit's cost of acquisition and installation of the Project described In the Loan Agreement
LU (the "Project') and the Governmental Unit has executed this Note to secure all payments
CO _j due under said Loan Agreement. Such loan is being made by the City of Gulf Breeze,
Q r t� Florida (the "Sponsor'), from the proceeds of its Local Government Loan Program
a p Floating Rate Demand Revenue Bonds, Series 1985B (the "Bonds'). The Bonds are issued
V under a Trust indenture dated as of December 1, 1985, as amended and restated as of July
Q 1, 1966, as further amended and supplemented (the "Indenture') between the Sponsor and
cn Sun Bank, National Association, as Trustee. The Governmental Unit's obligations
pp 3 hereunder are limited, special obligations payable solely from the Pledged Revenues in the
o CO o manner set forth in the Loan Agreement.
o — >
m Cn This Note, and all payments due in this Note does not constitute a general
Indebtedness of the Governmental Unit, or a pledge of its faith, credit or taxing power
within the meaning of any constitutional or statutory provision or limitation. Neither the
State of Florida nor any political subdivision thereof nor the Governmental Unit shall be
obligated (1) to exercise its ad valorem taxing power or any other taxing power in any
form on any real or personal property In the Governmental Unit to pay the principal of
this Note, the interest thereon or other payments or costs Incident thereto, or (2) to pay
the same from any other funds of the Governmental Unit except from the Pledged
Revenues. This Note and the indebtedness evidenced thereby shall not constitute a lien
upon any property of the Governmental Unit, but shall constitute a lien only on the
Pledged Revenues, in the manner provided in the Loan Agreement.
This Note may be paid prior to maturity in the manner and with the penalties
specified in Section 3.4 of the Loan Agreement. As provided in the Loan Agreement, the
lien of the holders of this Note upon the Pledged Revenues is subject and subordinate only
to the lien upon and pledge of such Pledged Revenues securing the Prior Lien Bonds, as
defined in the Loan Agreement.
The Governmental Unit shall be in default hereunder upon: (i) the nonpayment
on or before the same is due of any payment described in paragraphs (a) or (b) of this
Note, or (11) upon the occurrence of any other Event of Default described in the Loan
Agreement which is not corrected within the applicable period therein specified, if any,
and after the giving of any required notice.
In the event of such default hereunder, the holder hereof shall have the
following rights or remedies: (1) the entire unpaid amount of the principal of this Note
and all other amounts which the Governmental Unit is obligated to pay under the Loan
Agreement, including but not limited to, those sums payable under Section 5.2 of the Loan
Agreement, shall become immediately due and payable in full without notice to or demand
on the Governmental Unit of any kind and without presentation, demand or protest, all of
which are hereby waived; and (11) the holder may at its option exercise from time to time
any and all rights and remedies available to it under the Loan Agreement. No failure of
the holder hereof to exercise any right hereunder shall be construed as a waiver of the
right to exercise the same or any other right at any other time.
LKL-08/10/88-245AA-2785 -35-
In addition tcaa other rights it may have, the herber hereof shall have the
following rights, each of which may be exercised at any times (1) to pledge, transfer or
assign this Note in the manner prescribed herein or in the Loan Agreement and any
renewals, extensions and modifications hereof, assigning therewith Its rights in the Loan
Agreement in accordance with the terms thereof and any such pledgee, transferee or
assignee shall have all the rights of the holder hereof with respect to this Note and any
W _ renewals, extensions and modifications hereof and of the Loan Agreement so assigned
L-) CO J therewith, and the holder hereof making such pledge, transfer or assignment shall be
Q U- thereafter relieved from any and all liability with respect to the Loan Agreement so
a O p assigned; (10 to notify the Governmental Unit or any other persons obligated under the
v Loan Agreement to make payment to the holder of this Note any amounts due or to
a become due thereon; and (111) to apply any amounts received under or pursuant to the Loan
in Agreement against the principal of and interest on and other amounts payable under this
Y GO =3 Note.
O GD O
o — > Upon the request of the holder hereof, this Note may be converted to a
registered obligation and the Governmental Unit shall maintain books for the registration
of the transfer and exchange of this Note in compliance with the Florida Registered
Public Obligations Act.
The terms and conditions of the Loan Agreement are made a part of this Note
as fully as if set forth in full herein. Except as otherwise provided herein, all capitalized
terms used herein which are defined in the Loan Agreement shall have the meanings set
forth In the Loan Agreement.
LEL-08/10/88-245AA-2785 -36-
IN WITNESS WHEHEOP, the City of Edgewater, Florida has caused this Note
to be executed in its name, and Its corporate seal to be affixed hereto and attested, by Its
duly authorized officers, this 1st day of September, 1988.
CITY OF EDGEWATER, FLORIDA
Governmental Unit
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City Manager
Approved as to form and sufficiency:
City Attorney
LEL-08/10/88-245AA-2785 -37-
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"; Dated Date:
31 First Int. Payment:
a Settlement Date:
N Accnted Interest:
Jo Period
SCHEDULE[
DEBT SERVICE SCHEDULE
9/1/88
1211/88
9/l/88
$0.00
Date
Principal
Interest
Total
12/01/88
$12,748.44
$12,748.44
06/01/89
$25.496.88
$25.496.88
12/01A9
$10,000.00
$25,496.88
$35,496.88
06/01/90
$25,128.13
$25,128.13
12101/90
$10,000.00
$25,128.13
$35,128.13
06/Ol/91
$24,759.38
$24.759.38
12/01191
$10,000.00
$24.759.38
$34,759.38
06/0102
$24.390.63
$24,390.63
12/01/92
$10,000.00
$24,390.63
$34,390.63
06/01/93
$24,021.88
$24,021.88
12101M
$10,000.00
$24,021.88
$34,021.88
ONIN4
$23,653.13
$23,653.13
12/01/94
$10,000.00
$23,653.13
$33,653.13
06/01/95
$23,294.38
$23,284.38
12/Ol/95
$10,000.00
$23,284.38
$33,284.38
061011%
$22,915.63
$22,915.63
M1N6
$15,000.00
$22,915.63
$37,915.63
O"im
$22,362.50
$22,362.50
12101/97
$15,000.00
$22,362.50
$37,362.50
ONOV98
$21,809.38
$21,809.38
12101/98
$15,000.00
$21,809.38
$36.809.38
06/01M
$21,256.25
$21.256.25
12101M
$15,000.00
$21.256.25
$36.256.25
0610 OO
$20,665.63
$20,665.63
12/Ol/00
$15,000.00
$20,665.63
$35.665.63
06101101
$20,075.00
$20,975.00
12/01/01
$20,000.00
$20,075.00
$40,075.00
06/01/02
$19,287.50
$19,287.50
1bO1/02
$20,000.00
$19,287.50
$39.287.50
06/01/03
S18,500.00
$18,500.00
12 II03
$20,000.00
S18,500.00
$38,500.00
06/01A4
$17,712.50
$17,712.50
12101/04
$25,000.00
$17,712.50
$42,712.50
0601105
$16,728.13
$16,728.13
12/01/05
$25,000.00
$16,728.13
$41,728.13
06/01/06
$15,743.75
$15,743.73
12/01/06
$30,000.00
$15,743.75
$45.743.75
LAL/08/25/88-245AA-2785 -38-
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Period
Date
Principal
Interest
Total
38
001/07
$14,562.50
$14,562.50
39
12/01,(07
$30.000.00
$14,562.50
$44,562.50
40
0"Wil
$13,381.25
$13,381.25
41
12/01/08
$30,000.00
$13,381.25
$43.381.25
42
06M1/09
$12,200,00
$12.200.00
43
12/01/09
$35,000.00
$12,200.00
$47,200.00
44
06101/10
$10,800.00
$10,800.00
45
12/01/10
$35,000.00
$101800.00
$45,900.00
46
06/01/11
$9,400.00
$9,400.00
47
12i01/11
$40,000.00
$9,400.00
$49,400.00
48
06/01/12
$7.800.00
$7,800.00
49
lZ01/12
$45,000.00
$7,800.00
$52,800.00
50
06/01/13
$6,000.00
$6,000.00
51
121OV13
$45,000.00
$6,000.00
$51,000.00
52
06/01/14
$4,200.00
$4,200.00
53
llZ01/14
$50,000.00
$4,200.00
$54,200.00
54
06101115
$2,200.00
$2,200.00
55
IWI/15
$55.000.00
$2,200.00
$57,200.00
Total $650,000.00 $949.417.30 $1,599,417.30
LK L/08/25/88-245AA-2785 -38A-
EDIT C
GENERAL CERTIFICATE
LLJ to
This certificate Is made by the City of Edgewater, Florida (the "Governmental
Unit') to the City of Gulf Breeze, Florida (the "Sponsor% Sun Bank, National Association,
d p o as Trustee and to Financial Guaranty Insurance Company (the "Credit Facility Issuer'),
c-3 and to their respective counsel and bond counsel to the Sponsor, in connection with a loan
Q from the Sponsor to the Governmental Unit in the amount of $650,000 (the "Loan") from
cf) the proceeds of the Sponsor's $100,000,000 aggregate principal amount Local Government
p _j Loan Program Floating Rate Demand Revenue Bonds, Series 1985E (the "Bonds'). The
o CO o Loan Is evidenced by the Governmental Unit's promissory note of even date herewith (the
— > "Governmental Unit Note'). The Sponsor Is making the Loan to the Governmental Unit
m for the purpose of refunding the Refunded Bonds, as more particularly described in the
Loan Agreement of even date herewith (the "Loan Agreement') between the Sponsor and
the Governmental Unit.
The Governmental Unit, by the undersigned officers, hereby certifies that:
1. The Governmental Unit Is a municipal corporation duly organized and
validly existing under the laws of the State of Florida. The Governmental Unit has full
power and legal right to enter into, and perform its obligations under, the Loan
Agreement and the Governmental Unit Note of even date herewith between the Sponsor
and the Governmental Unit.
2. Attached hereto as Exhibit "A-1" is a true, correct and complete
certified copy of the Authorizing Resolution (as defined in the Loan Agreement) of the
governing body of the Governmental Unit, approving and authorizing the execution and
delivery of the Governmental Unit Note and the Loan Agreement. Such Authorizing
Resolution was duly adopted in accordance with all procedural rules as specified in
Chapter 1% Florida Statutes and the Charter of the Governmental Unit. The
Authorizing Resolution has not been amended, modified or repealed and Is in full force
and effect on the date hereof.
2. The names of the members of the governing body of the Governmental
Unit, their respective offices and the dates of expiration of their respective terms of
office are as follows:
Name
Title
Term Begins
Term Ends
Earl D. Baugh
Mayor
November 24, 1988
November 28, 1988
Russell S. Prater
Vice -Mayor
November 24, 1986
November 28, 1988
Neil J. Asting
Councilman
November 24, 1986
November 28, 1988
David L. Mitchum
Councilman
November 24, 1986
November 28, 1988
Louis J. Rotundo
Councilman
November 24, 1986
November 28, 1988
4. Such of the above persons as are required by law to file oaths of office
and bonds or undertakings have duly filed such oaths and filed such bonds or undertakings
In the amount and manner required by law.
LKL-08/24/88-245AA-2785 -39-
• 5. Each of -the below named Individuals which —have executed the Loan
Agreement and the Governmental Unit Note, and which will execute requisitions for
disbursement of the Loan, has been duly elected or appointed as a member of the
governing body of the Governmental Unit and Is authorized to act for and on behalf of the
Governmental Unit In connection with the execution of such documents, and the signature
set opposite the name of such officer is a genuine specimen of such officer's signature:
tD NAME OFFICE SIGNATURE
(, CO J
Q t• LL Earl D. Baugh Mayor
d p o
Susan J. Wadsworth City Clerk
a
N Dennis W. Kelly City Manager
0 J
o CO 0 6. We further certify that on September 1, 1988, the Governmental Unit
o — Note was executed and attested by the manual signatures of the undersigned Mayor, City
CO (� Manager and City Clerk of the Governmental Unit.
7. We further certify that at the date of the Governmental Unit Note, and
on this date, such officers were and are the duly chosen, qualified and acting officers
authorized to execute the Governmental Unit Note.
8. The undersigned did, on September 1, 1988, duly execute and attest on
behalf of the Governmental Unit and deliver to the other parties thereto, the Loan
Agreement.
9. The Pledged Revenues described in the Loan Agreement have not been
pledged In whole or in part, directly or indirectly, for the benefit of any obligations
previously Issued by the Governmental Unit and are not subject to any other encumbrance,
other than the Prior Lien Bonds and the Refunded Bonds, as has been disclosed to and
approved by the Credit Facility Issuer pursuant to the Loan Agreement.
10. (a) The amount of the Loan together with the estimated interest
earnings thereon, does not exceed the sum of (1) the outstanding principal amount of the
Refunded Bonds; together with any applicable premiums or prepayment penalties (11) the
amount of the reimbursement to be made to the Governmental Unit for the loan made
from the Governmental Unit's General Fund in anticipation of this financing, and (III) a
rounding amount constituting less than $5,000 to be used to pay interest on the Loan. The
Refunded Bonds are subject to prepayment on the date hereof.
(b) No portion of the Loan will be used to finance any Project which is
used in the trade or business of a person who is not an "exempt person" as defined in
Section 103(b)(3) of the Internal Revenue Code of 1954, as amended (as in effect on
December 31, 1985). In this regard the Governmental Unit further certifies that (1) not in
excess of ten percent (10%) of the net proceeds of the Governmental Unit Note will be
used for Private Business Use if, in addition, the payment of more than ten percent (10%)
of the principal or ten percent (10%) of the interest due on such Governmental Unit Note
during the term thereof is, under the terms of such Governmental Unit Note or any
underlying arrangement, directly or indirectly, secured by any interest in property used or
to be used for a Private Business Use or in payments in respect of property used or to be
used for a Private Business Use or is to be derived from payments, whether or not to the
Governmental Unit, In respect of property or borrowed money used or to be used for a
LEL-08/26/88-245AA-2785 -40-
Private Business Use, and (11) that, In the event that both (A) in excess of five percent
(5%) of the Net Proceeds of such Governmental Unit Note are used or have been used for
a Private Business Use, and (B) an amount in excess of five percent (5%) of the principal
or five percent (5%) of the Interest due on such Governmental Unit Note during the term
thereof is, under the terms of such Governmental Unit Note or any underlying
arrangement, directly or Indirectly, secured by any Interest in property used or to be used
for said Private Business Use or In payments in respect of property used or to be used for
W r said Private Business Use or is to be derived from payments, whether or not to the
cn cc) J Governmental Unit, in respect of property or borrowed money used or to be used for said
Q r UPrivate Business Use, then said excess over said five percent (5%) of Net Proceeds of the
�- O c Governmental Unit Note used for a Private Business Use has been or shall be used for a
L. Private Business Use related to the governmental use of the System.
Q
N The term "Private Business Use" means use directly or indirectly in a trade or
r00 J business carried on by a natural person or In any activity carried on by a person other than
o W >
m M a natural person, excluding, however, use by a state or local governmental unit and use as
a member of the general public.
11. The Governmental Unit Is not in breach of or in default under any
existing law, court or administrative regulation, decree, order, agreement, Indenture,
mortgage, lease, sublease or other instrument to which it is a party or by which it Is
bound, and no event has occurred or is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or an event of default thereunder,
except for such minor breaches, defaults or potential defaults or events of default, if any,
which individually and in the aggregate would have no material adverse effect on the
Governmental Unit's financial condition, operations or properties.
12. The execution and delivery, receipt and due performance by the Govern-
mental Unit of the Loan Agreement, the Governmental Unit Note, and the Loan
Documents hereafter described and compliance with the provisions thereof, do not and
will not conflict with or result in the breach of any of the terms, conditions or provisions
of, or constitute a default under the Charter of the Governmental Unit any existing
ordinance or resolution of the governing body of the Governmental Unit, any existing law,
court or administrative regulation, decree, order or any agreement, indenture, lease or
other instrument to which the Governmental Unit is a party or by which it or any of Its
properties 1s bound.
13. There Is no action, suit, proceeding, inquiry or investigation at law or in
equity before or by any court, public board or body pending or, to the knowledge of the
Governmental Unit after due Inquiry, threatened against or affecting the Governmental
Unit, which has not been disclosed in writing to the Credit Facility Issuer, contesting the
due organization of the Governmental Unit, or wherein an unfavorable decision, ruling or
finding (1) would have a material adverse effect on the financial condition of the
Governmental Unit, the operation by the Governmental Unit of the Project, its facilities
and its other properties, or an adverse effect on the functioning of the Governmental Unit
or payment by the Governmental Unit of the amounts due under the Loan Agreement in
the manner and time required thereby, or the tax-exempt status of the Governmental Unit
or the Governmental Unit Note, or (ii) would have an adverse effect on the validity or
enforceability of the Governmental Unit Note, the Loan Agreement, or the Authorizing
Resolution of the Governmental Unit authorizing the Governmental Unit Note and the
execution of other documents in connection therewith (the "Loan Documents').
LRL-08/10/88-245AA-2785 -41-
14. No final judgment for the payment of money has been rendered against
the Governmental Unit, unless within 60 days from the entry thereof, (p such judgment
has been discharged or (i) the Governmental Unit has taken and is diligently prosecuting
an appeal therefrom, or from the order, decree or process, upon which or pursuant to
which such judgment was granted or entered, and has caused the execution or levy under
such judgment, order, decree or process or the enforcement thereof to be stayed pending
the determination of such appeal, or (III) the Governmental Unit has provided for the
W 00 J payment or securing of such judgment in a manner satisfactory to the Credit Facility
aCO u..Issuer.
U 15. The Governmental Unit has duly performed and complied with all the
4obligations, agreements and conditions on its part to be performed or complied with at or
inprior to the closing. Each of the representations, warranties and other information
00 3ontained in the Governmental Unit's loan application Is true and correct and does not
� CO oeontain any untrue statement of a material fact or omit to state a material fact required
p_. Ito be stated therein or necessary to make the statements In such documents, in light of
m CO the circumstances under which they were made, not misleading and has not changed since
the date of the Governmental Unit's loan application. The Governmental Unit has
authorized, by all necessary action, the execution, delivery, receipt and due performance
of the Governmental Unit Note, the Loan Documents and any and all such other
agreements and documents as may be required to be executed, delivered and received by
the Governmental Unit to carry out, give effect to and consummate the transactions
contemplated by the Loan Agreement relating to the Governmental Unit Note, and such
authorization has not been modified, amended or repealed.
16. The Governmental Unit Note has been duly authorized pursuant to the
Loan Agreement and the Authorizing Resolution in the forms delivered by the
Governmental Unit in connection with the issuance of the Governmental Unit Note on the
date hereof. The Authorizing Resolution was duly enacted In accordance with all
procedural rules applicable to the Governmental Unit, and has not been the subject of
repeal or modification since the date of its adoption and Is In full force and effect as of
the date hereof.
17. To the best of our knowledge, no event affecting the Governmental Unit
has occurred since the date of the Governmental Unit's loan application which either
makes untrue or Incorrect In any material respect as of the date of Closing any statement
or information contained in the Governmental Unit's loan application, and all of such
Information contained in the Governmental Unit's loan application, including all financial
information contained therein, is true and correct as of the date hereof.
18. We further certify that the seal impressed upon this certificate is the
legally adopted, proper and only official seal of the Governmental Unit; and that the seal
has been impressed or imprinted upon the Governmental Unit Note.
19. The representations and warranties pertaining to the Governmental Unit
as contained in the Loan Documents and any other documents Incident to the transaction
described therein are true and correct as of the date hereof; no default has occurred with
regard to any of the obligations of the Governmental Unit, and no event has occurred as
of the date hereof which would bring about or constitute any such default.
LKL-08/10/88-245AA-2785 -42-
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20. We have no knowledge of any legislation adopted by the 1988 Session of
the Florida Legislature that restricts or otherwise adversely affects the Governmental
UnIVs power to issue the Governmental Unit Note or Its ability to provide for the payment
of the principal thereof and interest thereon in the manner provided In the Indenture.
LKL-08/10/88-245AA-2785 -43-
IN WITNESS WHEREOF, the below -named officers of the Governmental Unit
have hereunto set their respective signatures as such officers and have affixed the
corporate seal of the Governmental Unit this 1st day of September, 1988.
CITY OF EDGEWATER, FLORIDA
Governmental Unit
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City Manager
LEL-08/10/88-245AA-2985 -44-
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September 1, 1988
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City of Gulf Breeze
Livermore Klein k Lott, P.A.
Gulf Breeze, Florida
Jacksonville, Florida
Sun Bank, National Association
Orlando, Florida
Financial Guaranty Insurance Company
New York, New York
Re: $650,000 Loan from City of Gulf Breeze, Florida
Local Government Loan Program to the City of Edgewater, Florida
Ladies and Gentlemen:
As counsel for the City of Edgewater, Florida (the "Governmental Unit'), I am
delivering this opinion to you in connection with the consummation of a loan by City of
Gulf Breeze, Florida (the "Sponsor") to the Governmental Unit in the amount of $650,000
(the "Loan') from the proceeds of the Sponsor's $100,000,000 Local Government Loan
Program Floating Rate Demand Revenue Bonds, Series 1985E (the "Bonds"). The Loan is
being made pursuant to a Loan Agreement of even date herewith (the "Loan Agreement")
between the Sponsor, the Governmental Unit, Sun Bank, National Association (the
"Trustee'), and Jackson C. Tuttle, City Manager (the "Administrator") to finance the
refunding of the Refunded Bonds and the Governmental Unit's cost of the acquisition and
Installation of certain qualified' projects of the Governmental Unit (the "Project"). The
Loan is evidenced by the Governmental Unit's promissory note in the principal amount of
$650,000 (the "Governmental Unit Note"). As provided in the Loan Agreement, the Loan
Agreement and the Governmental Unit Note may be assigned to a credit facility issuer for
the Bonds (the "Credit Facility Issuer') under certain circumstances.
It has been represented to me that: (1) The Bonds were issued pursuant to
Chapter 166, Florida Statutes, as amended, and Chapter 163, Florida Statutes, as
amended, and other applicable provisions of law for the purpose of financing and
refinancing the cost of the acquisition and installation of qualified projects in the State of
Florida; (ti) The Sponsor Intends to lend the proceeds of the Bonds to eligible
governmental units by entering Into a loan agreement with each participating
governmental unit; (111) It Is Intended that such agreements, in the aggregate, will provide
for the payment by the governmental units of amounts sufficient to pay the principal of
and interest on the Bonds and other costs incurred in connection with the Sponsor's loan
pool program; and (tv) The Bonds are secured by an assignment and pledge to Sun Bank,
National Association, Orlando, Florida, as trustee under a Trust Indenture dated as of
December 1, 1985, as amended and restated as of July 1, 1986, as further amended and
supplemented (the "Indenture') of certain of the Sponsor's rights under such loan
agreements, including the Loan Agreement, and by a pledge of the notes given by the
governmental units evidencing such loans, including the Governmental Unit Note.
LKL-08/24/88-245AA-2785 -45-
At a cloning held today, the Governmental Unit has executed and delivered to
the Sponsor the Loan Agreement and the Governmental Unit Note.
As counsel for the Governmental Unit, I have examined the originals or
certified copies of each of the agreements and instruments referred to above and
Resolution No. 88-R-38 duly adopted by the governing board of the Governmental Unit on
the
t' M tJ dooc�umenta,and 8certiticatevelymade such ointion"). I have also uiries of officers and examined
employees such
of other
the
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a o Governmental Unit and others and considered such other matters of fact and questions of
v law as I deemed necessary for the purpose of giving this opinion.
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u> Rased on the foregoing, I am of the opinion that:
CD m o 1. The Governmental Unit is validly existing as a municipal corporation of
O — > the State of Florida and has full power and authority to conduct Its operations, to adopt
m M the Resolution, to enter Into, execute and deliver the Loan Agreement and the
Governmental Unit Note, and to perform all acts necessary to effectuate and consummate
the transactions contemplated thereby.
2. The Resolution has been duly enacted, and the Loan Agreement and the
Governmental Unit Note have been duly authorized, executed and delivered by the
Governmental Unit and constitute binding and enforceable agreements of the
Governmental Unit in accordance with their respective terms (subject as to enforcement
of remedies to any applicable bankruptcy, reorganization, insolvency, moratorium or other
laws or equitable principles affecting the enforcement or creditors' rights generally from
time to time in effect.)
3. The Governmental Unit is not in breach of or in default under any
existing law, court or administrative regulation, decree, order, agreement, indenture,
mortgage, lease, sublease or other instrument to which it Is a party or by which it is
bound, and no event has occurred or is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or an event of default thereunder,
except for such minor breaches, defaults or potential defaults or events of default, if any,
which individually and in the aggregate would have no material adverse effect on the
Governmental Unit's financial condition, operations or properties.
4. The execution and delivery of the Loan Agreement and the
Governmental Unit Note and compliance with the provisions thereof, do not and will not
conflict with or result in the breach of any of the terms, conditions or provisions of, or
constitute a default under, the enabling legislation and Charter of the Governmental Unit,
any existing ordinance or resolution of the governing body of the Governmental Unit, any
existing law, court or administrative regulation, decree, order or any agreement,
indenture, lease or other instrument to which the Governmental Unit is a party or by
which it or any of its properties is bound.
5. All requirements imposed by Section 163.01, Florida Statutes, as
amended, as preconditions to the effectiveness of *he Loan Agreement as an interlocal
agreement under such section have been met and the Loan Agreement constitutes a valid,
binding and enforceable interlocal agreement under the provisions of such Section.
LRL-08/24/88-245AA-2785 -46-
S. There Is no action, suit, proceeding, inquiry or investigation at law or in
equity before or by any court, public board or body pending or, to our knowledge,
threatened against or affecting the Governmental Unit which has not been disclosed in
writing to the Credit Facility Issuer, nor, in our opinion is there any meritorious basis
therefor, contesting the due organization of the Governmental -Unit, or wherein an
unfavorable decision, ruling or finding (1) would have a material adverse effect on the
financial condition of the Governmental Unit, the operation by the Governmental Unit of
UJ M J the Project, its facilities and its other properties, or an adverse effect on the functioning
CD
a r- L , of the Governmental Unit or payment by the Governmental Unit of the amounts due under
0- r the Loan Agreement in the manner and time required thereby, or (11) would have an
v adverse effect on the validity or enforceability of the Governmental Unit Note or the
a Loan Agreement.
N
CO 7. No final judgment for the payment of money has been rendered against
o CO c the Governmental Unit, unless within 80 days from the entry thereof, (1) such judgment
p — > has been discharged or (ti) the Government Unit has taken and is diligently prosecuting an
CO M appeal therefrom, or from the order, decree or process, upon which or pursuant to which
such judgment was granted or entered, and has caused the execution or levy under such
judgment, order, decrees or process or the enforcement thereof to be stayed pending the
determination of such appeal, or (III) the Governmental Unit has provided for the payment
or securing of such judgment in a manner satisfactory to the Credit Facility Issuer.
S. The Pledged Revenues described in the Loan Agreement have not been
pledged in whole or in part, directly or indirectly, for the benefit of any obligations
previously issued by the Governmental Unit and are not subject to any other encumbrance,
except the Prior Lien Bonds, as described in the Loan Agreement and In the Authorizing
Resolution.
9. We have no knowledge of any legislation adopted by the 1988 Session of
the Florida Legislature that restricts or otherwise adversely affects the Governmental
Unit's power to issue the Governmental Unit Note or its ability to provide for the payment
of the principal thereof and Interest thereon in the manner provided in the Loan
Agreement and the Indenture.
Very truly yours,
(Governmental Unit counsel)
LBL-08/10/88-245AA-2785 -47-
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