Fort Walton Beach Resolution — 07-26-Defeasing 2005 Bond/Fairgrounds — reading text

7  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed affixed and attested as by theirdulyauthorized officers and their corporate seals to be hereunto of the date first above written. FLORIDA MUNICIPAL LOAN COUNCIL SEAL) By: Name: Title: ATTEST: By: Name: Title: Signature page to the Escrow Deposit Agreement] 8  SCHEDULE A-I TOTAL DEFEASED BONDS DEBT SERVICE Schedule B- 1  SCHEDULE B- 1 SCHEDULE OF FEDERAL SECURITIES ACCOUNT TO BE DEPOSITED IN DEFEASED BONDS ESCROW Bond Proceeds Account 2  NOTICE OF DEFEASANCE Certain of the Florida Municipal Loan Council Revenue Bonds, Series 200SD Dated: September 23, 2005 NOTICE IS HEREBY GIVEN that a portion of the following outstanding maturities of the Florida Municipal Loan Council Revenue Bonds, Series 2005D ( selected by lot in the case of such Bonds which mature October 1, --> originally issued on September 23, 2005 ( the "Defeased Bonds"), have been defeased to maturity. The CUSIP numbers of such Defeased Bonds are set forth below: Defeased Original Bonds Due Principal Interest Original Principal New Octoberl ) Amount Rate CUSIP No. Amount CUSIP No. Legally available moneys of the City will be deposited in irrevocable escrow in an escrow deposit trust fund (the " Defeased Bonds Escrow Account") established with the Trustee ( the " Escrow Holder"), pursuant to an Escrow Deposit Agreement dated as of , by and between the Florida Municipal Loan Council ( the " Issuer"), the City of Fort Walton Beach, Florida and the Escrow Holder ( the " Escrow Deposit Agreement"). Moneys deposited in the Defeased Bonds Escrow Account will be applied to purchase United States Treasury Securities - State and Local Government Series ( the Governmental Obligations") to be placed in the Defeased Bonds Escrow Account, or will be held therein as uninvested cash. Schedule C- l  The Florida Municipal Loan Council Revenue Bonds, Series 2005D maturing October 1, 20_ with principal payments due each October 1st and semiannual interest payments due on April 1 and October 1st until the maturity date of the bonds, which have not been defeased shall remain outstanding, and the CUSIP numbers applicable to such Bonds have changed. The remaining Florida Municipal Loan Council Revenue Refunding Bonds, Series 200SD which have not been defeased shall remain outstanding and are set forth below: Non- Defeased Original Bonds Due Principal Interest Original Principal New October 1) Amount Rate CUSIP No. Amount CUSIP No. Dated: Deutsche Bank Trust Company Americas, as Trustee Contact: with any questions. Schedule C-2  PARTIAL DEFEASANCE OF FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2005D DATED: November 27, 2007 4118/ 19/ 00197040. DOCvl}  PARTIAL DEFEASANCE OF FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2005D CLOSING DOCUMENTS TAB NO. A. Florida Municipal Loan Council Resolution No. 2007- 04 adopted September 27, 1 2007..................................................... B. City of Fort Walton Beach, Florida Resolution No. 07- 26 adopted on November 13, 2007.......................................... ................................. ..............2 C. Escrow Deposit Agreement .................................................................... .................... 3 .... ...... D. Municipal Secondary Market 4 Disclosure............................................................................ E. 5 Verification Report ........... ................ ....................................... ................................... ............ F. Notice of 6 Defeasance..... .................... ...... .... ................................................... .............. .......... G. Bond Counsel Opinion 7 Letter......... ...... ................................................................................ H. 8 Issuer' s Counsel Opinion Letter .......................................................................................... 1. City Attorney Opinion Letter for the City of Fort Walton Beach ....................................9 J. Specimen Bonds............... ................. .................... ... ..................... ....... ......... ........................ 10 K. Closing Transfers Memorandum .......................................... .................................11............ DISTRIBUTION: 1) Florida Municipal Loan Council 2) City of Fort Walton Beach 1) Deutsche Bank Trust Company Americas 1) Bryant Miller Olive P. A. 4118/ 19/ 00197040. DOCvl}  RESOLUTION NO. 2007-04 A RESOLUTION OF THE FLORIDA MUNICIPAL LOAN COUNCIL AUTHORIZING THE PARTIAL DEFEASANCE OF CERTAIN FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2005D; APPOINTING AN ESCROW AGENT AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT; MAKING CERTAIN FINDINGS AND PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE PARTIAL DEFEASANCE OF SUCH BONDS; AUTHORIZING THE OFFICERS OF THE ISSUER TO PERFORM CERTAIN OTHER ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Florida Municipal Loan Council ( the " Issuer") previously issued its 25, 200,000 Florida Municipal Loan Council Revenue Bonds, Series 2005D ( the " Series 2005D Bonds") to make loans to finance, refinance or reimburse the cost of acquiring, constructing and equipping qualified projects by participating municipalities and counties in accordance with the provisions of Chapter 163, Part I, Chapter 166, Part II, and Chapter 125, Part I, Florida Statutes; and WHEREAS, the City of Fort Walton Beach, Florida (the " City") was a borrower from the proceeds of Series 2005D Bonds and executed a Loan Agreement with the Issuer dated September 1, 2005 ( the " Loan Agreement") and now wishes to fully pay its loan pursuant to the Loan Agreement; and WHEREAS, the Issuer desires to defease to maturity certain portions of non- callable Series 2005D Bonds ( the "Partial Defeasance"); and WHEREAS, such Partial Defeasance will require the execution of an Escrow Deposit Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE FLORIDA MUNCIPAL LOAN COUNCIL AS FOLLOWS: SECTION 1. The execution and delivery of the Escrow Deposit Agreement by and between the Issuer, the City and Deutsche Bank Trust Company Americas is hereby approved. Such Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit A with such changes, insertions, additions and deletions as may be approved by the officers of the Issuer executing the same. The Chairman or Vice Chairman and the Executive Director of the Program Administrator are hereby authorized to 00201834 execute such Escrow Deposit Agreement in substantially the form attached hereto as Exhibit A, with such changes, insertions, additions and deletions as may be approved by such officers, with execution being conclusive evidence of any such approval. SECTION 2. Deutsche Bank Trust Company Americas, a national banking association is hereby appointed as Escrow Agent for the Partial Defeasance of the Series 2005D Bonds. SECTION 3. The Program Administrator, in consultation with the consultants, is hereby authorized to structure the Partial Defeasance. SECTION 4. The invoices for the costs of the Partial Defeasance, including attorneys' fees, shall be borne by the City. SECTION 5. The Chairman or Vice Chairman and the Program Administrator or any other appropriate members of the Issuer, or officers or representatives of the Issuer are hereby authorized and directed to execute any and all certifications, tax documents, or other instruments or documents required by this Resolution, the Loan Agreement or any other document referred to above as a prerequisite or precondition to the Partial Defeasance of the Series 2005D Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers or representatives of the Issuer in furtherance of the Partial Defeasance is hereby approved, confirmed and ratified. SECTION 6. This Resolution shall take effect immediately upon adoption. Remainder of page intentionally left blank] 2  PASSED AND ADOPTED by the FLORIDA MUNICIPAL LOAN COUNCIL at a meeting held on the 27th day of September, 2007. FLORIDA MUNICIPAL LOAN COUNCIL SEAL) By: ATTEST: 3  RESOLUTION NO. 07- 26 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON