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

BEACH, FLORIDA, AUTHORIZING THE PAYMENT OF A LOAN MADE WITH THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH SUCH DEFEASANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units have created the.Florida Municipal Loan Council ( the " Council") to a certain Interlocal Agreement and pursuant to Chapter pursuant 163, Part I, Florida Statutes, for the purpose of issuing its bonds to make loans to participating governmental units for qualified projects; WHEREAS, the City of Fort Walton Beach, Florida (the " City"), a municipal corporation is duly created and to the Constitution and laws of the State of Florida ( the existing pursuant State"); WHEREAS, the City has entered into a Loan Agreement with the Council dated as of 1, 2005 in the amount of $2,045, 000, the of which were used to finance the proceeds September of land for various municipal purposes ( the " Loan"); and acquisition WHEREAS, the Loan was funded from proceeds of the Council' s $ 25, 200,000 Revenue Bonds, Series 2005D ( the " Bonds"); and WHEREAS, the City has available funds and desires to payoff their Loan in full and thereby enter into an Escrow Deposit Agreement to effectuate such payoff and defease the portion of the Bonds allocable to the City' s Loan; and WHEREAS, it is hereby determined that it is in the best interest of the City to payoff their Loan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA, as follows: SECTION 1. This Resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. SECTION 2. The City hereby authorizes the payment in full of the Loan as described in the WHEREAS clauses, above. 11/ 06/ 2007 Page 1  SECTION 3. To accomplish such payoff and defeasance of the Bonds, the Mayor or the City Manager or any other appropriate officers of the City are hereby authorized and directed to execute and deliver an Escrow Deposit Agreement ( the " Escrow Deposit Agreement") to be executed by and between the City, the Council and Deutsche Bank Trust Company Americas, as Escrow Holder, in substantially the form attached hereto as Exhibit A, with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, the execution thereof being conclusive evidence of such approval. SECTION 4. The Mayor or the City Manager or any other appropriate officers of the City are hereby authorized and directed to - execute any and all certifications or other instruments or documents required by this Resolution, the Escrow Deposit Agreement or any other document required by the Council and any such representation made therein shall be deemed to be made on behalf of the All action taken to date by the officers of the City in City. furtherance of the payment in full of the Loan is hereby approved, confirmed and ratified. SECTION 5. This Resolution shall take effect immediately upon its enactment. DULY ENACTED this 13th day of November, 2007. SEAL) THE CITY OF FORT WALTON BEACH, FLORIDA By: Mayor Attest: By: nt~I City Clerk r Approved as to form and legal sufficiency. By: ~ d<(;~& City Attorney. BY: 9ATE! 2 11/ 06/ 2007 Page 2  ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of November 27, 2007, by and among the FLORIDA MUNICIPAL LOAN COUNCIL ( the " Issuer"), the CITY OF FORT WALTON BEACH, FLORIDA (the " Borrower") and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Escrow Holder and its successors and assigns ( the " Escrow Holder"); WIT N E SSE T H: WHEREAS, the Issuer has previously authorized and issued obligations on behalf of the Borrower, hereinafter defined as " Defeased Bonds," as to which the Total Defeased Bonds Debt Service ( as hereinafter defined) is set forth on Schedule A- I; and WHEREAS, the Issuer has determined to provide for payment of the Total Defeased Bonds Debt Service of the Defeased Bonds by depositing with the Escrow Holder an amount which together with investment earnings thereon is at least equal to such Total Defeased Bonds Debt Service; and WHEREAS, the Borrower has provided funds in an amount sufficient to provide for payment of the Total Defeased Bonds Debt Service; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the obligations of the Issuer relating to the Defeased Bonds and the Borrower relating to the Loan Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Holder agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: a) " Agreement" means this Escrow Deposit Agreement. b) " Annual Refunded Bonds Debt Service" means the interest, principal and premium on the Defeased Bonds coming due on the dates as shown on Schedule A-I attached hereto and made a part hereof. c) Bonds" means the Florida Municipal Loan Council Revenue Bonds, Series 2005D. d) " Defeased Bonds" means the portion of the Florida Municipal Loan Council, Revenue Bonds, Series 2005D which final maturity is on October 1, 2008 through and including October 1, 2015 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, to be selected in the manner as described in the Indenture, which such Bonds correspond in terms of amount and scheduled maturity date to the applicable principal loan payment obligations of the Borrower set forth in Schedule A-I and as generally described in the Loan Agreement. e) " Defeased Bonds Escrow Account" means the account hereby created and entitled Defeased Bonds Escrow Account established and held by the Escrow Holder pursuant to this Agreement, in which cash and investments will be held for payment of the principal of, premium and accrued interest on the Defeased Bonds as they become due and payable. f) " Defeased Bonds Escrow Requirement" with respect to the Defeased Bonds means as of any date of calculation, the sum of an amount in cash and principal amount of investments in the Escrow Account which together with the interest to become due on such investments will be sufficient to pay the Total Defeased Bonds Debt Service to be paid from such Account in accordance with Schedule A- 1. g) " Escrow Holder" means Deutsche Bank Trust Company Americas, a New York banking corporation and its successors and assigns. h) Federal Securities" means Governmental Securities as such term is defined in the Indenture. i) Issuer" means the Florida Municipal Loan Council and its successors and assigns. G) " Indenture" means the Trust Indenture dated as of September 1, 2005 between Deutsche Bank Trust Company Americas, successor to Wachovia Bank, National Association, as Trustee and the Issuer. k) " Loan Agreement" means the Loan Agreement dated as of September 1, 2005 by and between the Issuer and the Borrwer. 1) " Total Defeased Bonds Debt Service" with respect to the Defeased Bonds means the sum of the principal, premium and interest remaining unpaid with respect to the Defeased Bonds in accordance with Schedule A- I attached hereto. SECTION 2. Deposit of Funds. The Issuer and the Borrower hereby deposit 1, 697, 745.53 with the Escrow Holder for deposit into the Defeased Bonds Escrow Account in immediately available funds ($10,500.00 is to be held in a cost of issuance subaccout therein for the payment of cost of issuance related to the Defeased Bonds), which funds the Escrow Holder acknowledges receipt of, to be held in irrevocable escrow by the Escrow Holder separate and apart from other funds of the Escrow Holder and applied solely as provided in this Agreement. The Issuer and Borrower represent that such funds are derived from legally available proceeds of the Borrower and are at least equal to the Defeased Bonds Escrow Requirement as of the date 2 of such deposit. As it relates to principal amounts scheduled under the Loan Agreement to mature on October 1, 2015 with principal payments due each October 1st and semiannual interest payments due on April 1 and October 1st of each year until the maturity date of the bonds, the Issuer hereby acknowledges that the principal amount of the loan evidenced by the Loan Agreement is hereby paid in full. SECTION 3. Use and Investment of Funds. The Escrow Holder acknowledges receipt of the sum described in Section 2 and agrees: i) to purchased in the Defeased Bonds hold the funds and investments Escrow Account pursuant to this Agreement in irrevocable escrow during the term of this Agreement for the sole benefit of the holders of the Defeased Bonds; ii) to immediately invest $1, 687,244.00 of such funds by purchasing Federal Securities as set forth on Schedule B- 1 attached hereto and to hold such securities and 1.53 of such funds in uninvested cash in accordance with the terms of this Agreement; iii) iri the event the securities described on Schedule B- 1 cannot be purchased, substitute securities may be purchased in accordance with Section 5( b);