HomeMy WebLinkAbout2000-086RESOLUTION NO. 2000- 086
A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA PROVIDING FOR
THE DEFEASANCE OF THE OUTSTANDING INDIAN RIVER COUNTY,
FLORIDA REFUNDING REVENUE BONDS, SERIES 1992; APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT BETWEEN THE COUNTY AND THE
ESCROW HOLDER; APPOINTING AN ESCROW HOLDER; AUTHORIZING
OTHER REQUIRED ACTIONS; PROVIDING FOR SEVERABILITY AND AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN
RIVER COUNTY, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant
to the provisions of Chapter 125, Florida Statutes, County Home Rule Ordinance No. 77-19, enacted
August 3, 1977 and effective August 9, 1977, as amended, and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby found and determined that:
A. Pursuant to Resolution No. 92-216 adopted by the County Commission on
November 24, 1992 (the "1992 Bond Resolution, together with the 1985 Bond Resolution, the
"Bond Resolution"), the County has previously issued and sold its Refunding Revenue Bonds, Series
1992 (the "Series 1992 Bonds").
B. The County has determined that it has sufficient available funds, together with hinds
on deposit in the funds and accounts securing the Series 1992 Bonds to use to defense all of the
outstanding Series 1992 Bonds and to pay the costs of such defeasance.
SECTION 3. AUTHORIZATION OF DEFEASANCE. There is hereby authorized the
defeasance all of the Series 1992 Bonds set forth in Exhibit A hereto on the respective call date set forth
on Exhibit A hereto, and the payment of all costs associated therewith.
SECTION 4. APPROVAL OF TI -IE ESCROW DEPOSIT AGREEMENT. The Escrow Deposit
Agreement in substantially the form attached hereto as Exhibit 13 is hereby approved and the Chairman or
Vice -Chairman and the Clerk are hereby authorized and directed to execute and deliver the Escrow Deposit
Agreement on behalf of and in the name of the County, with such additional changes, insertions and
omissions therein as may be otherwise made and approved by said officers of the County executing the
same, such execution to be conclusive evidence of such approval.
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RESOLUTION NO. 2000-086
SECTION 5. APPOINTMENT OF THE ESCROW HOLDER. The County Finance Director
is hereby authorized to select and appoint the entity to serve as Escrow Holder under the Escrow Deposit
Agreement.
SECTION 6. GENERAL AUTHORITY. The Chairman or Vice -Chairman, the County
Administrator, the County Attorney, the Clerk and any other proper officials of the County are hereby
authorized to do all acts and things required of them by this Resolution, the Bond Resolution, the Escrow
Deposit Agreement or that may otherwise be desirable or consistent with accomplishing the full, punctual
and complete performance of all the terms, covenants and agreements contained in any of the foregoing and
the County is hereby authorized and directed to execute and deliver any and all papers and instruments and
to cause to be done any and all acts and things necessary or proper for carrying out the transactions
contemplated thereby.
SECTION 7. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the
covenants, agreements or provisions herein contained shall be held contrary to any express provision of law
or contrary to the policy of express law, but 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
effect the validity of the other provisions hereof or of the Bonds.
SECTION 9. EFFECTIVE DATE. This Resolution shall be effective immediately upon its
adoption.
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RESOLUTION NO. 2000-086
Adopted this 15th day of August , 2000.
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
CQ� 1,DnJ C.v nse.1)
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BOARD OF COUNTY COMMISSIONERS
OF INDIAN RIVER COUNTY, FLORIDA
By:
afi.,
Fran B. Adams
As: Chairman
P--1ry.,itewrol Yii��
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Maturity Date
EXHIBIT A
Series 1992 Bonds to be Defeased
Defeased Principal Amount Call Date
September 1, 2001 $ 630,000 September 1, 2001
September 1, 2002 $ 660,000 September 1, 2002
September 1, 2003 $ 695,000 September 1, 2003
September 1, 2004 $ 740,000 September 1, 2004
September 1, 2005 $ 780,000 September 1, 2005
EXHIBIT B
Form of Escrow Deposit Agreement
13 A
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of September 1, 2000, by and between
INDIAN RIVER COUNTY, FLORIDA (the "Issuer"), and THE BANK OF NEW YORK, a state
banking association duly organized and existing under the laws of the State of New York, as Escrow
Holder and its successors and assigns (the "Escrow Holder");
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined
as "1992 Defeased Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth
on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of the Total 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 Debt Service; and
WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease and discharge the Issuer from the aforestated obligations;
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 Debt Service" means the interest and principal on the Defeased Bonds coming
due in such year as shown on Schedule A attached hereto and made a part hereof.
(c) "Call Date" means the respective maturity date of the 1992 Defeased Bonds maturing
September 1, 2001 through 2005.
(d) "Escrow Account" means the account hereby created and entitled 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 and accrued interest on the Defeased Bonds as they
become due and payable.
(e) "Escrow Holder" means The Bank of New York, Jacksonville, Florida, and its successors
and assigns.
(f) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in cash
and principal amount of Federal Securities in the Escrow Account which together with the interest
to become due on the Federal Securities will be sufficient to pay the Total Debt Service on the
Defeased Bonds in accordance with Schedule A.
(g) "Federal Securities" means any bonds or other obligations which as to principal and
interest constitute direct obligations of, or are unconditionally guaranteed by, the United States of
America, none of which permit redemption at the option of the United States of America prior to the
dates on which such Federal Securities shall be applied pursuant to this Agreement. The term
"Federal Securities" shall not include money market funds invested in obligations described in this
definition.
(h) "Issuer" means Indian River County, Florida, and its successors and assigns.
(i) "Bond Resolution" means Resolution No. 85-75 adopted on July 10, 1985, as amended,
supplemented and restated by Resolution No. 85-125, adopted on October 23, 1985, as amended and
supplemented (collectively, the "1985 Bond Resolution") and Resolution No. 92-216 adopted on
November 24, 1992 (the "1992 Bond Resolution," together with the 1985 Bond Resolution, the
"Bond Resolution").
(j) "Defeasance Resolution" means Resolution No. 2000-086, adopted August 15, 2000,
authorizing defeasance of the Defeased Bonds.
(k) "Defeased Bonds" means the Indian River County, Florida Refunding Revenue Bonds,
Series 1992 to be defeased as identified on Schedule A attached hereto.
(1) "Total Debt Service" means the sum of the principal, premium and interest remaining
unpaid with respect to the Defeased Bonds in accordance with Schedule A attached hereto.
SECTION 2. DEPOSIT OF FUNDS. The Issuer hereby deposits $3,529,365.93 with the
Escrow Holder for deposit into the Escrow Account, in immediately available funds, 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 represents that such funds are at least equal to the Escrow Requirement as
of the date of such deposit.
SECTION 3. USE AND INVESTMENT OF FUNDS. The Escrow Holder acknowledges
receipt of the sum described in Section 2 and agrees:
(a) to hold the funds and investments purchased pursuant to this Agreement in irrevocable
escrow during the term of this Agreement for the sole benefit of the holders of the Defeased Bonds;
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(b) to immediately invest $3,529,356.00 of such funds in the Federal Securities set forth on
Schedule B attached hereto and to hold such securities and $9.93 of such funds in cash in accordance
with the terms of this Agreement;
(c) in the event the securities described on Schedule B cannot be purchased, substitute
securities may be purchased with the consent of the Issuer but only upon receipt of verification from
an independent certified public accountant that the cash and securities deposited will not be less than
the Escrow Requirement and only upon receipt of an opinion of Bryant, Miller and Olive, P.A., that
such securities constitute Federal Securities for purposes of this Agreement;
(d) there will be no investment of firnds except as set forth in this Section 3 and except
as set forth in Section 5.
SECTION 4. PAYMENT OF BONDS AND EXPENSES.
(a) Defeased Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow
Holder shall transfer to The Bank of New York, New York, New York, the Paying Agent for the
Defeased Bonds (the "Paying Agent"), in immediately available funds solely from amounts available
in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service for the
Defeased Bonds coming due on such dates, as shown on Schedule A.
(b) Surplus. After making the payments from the Escrow Account described in Subsection
4(a) above, the Escrow Holder shall retain in the Escrow Account any remaining cash in the Escrow
Account in excess of the Escrow Requirement until the termination of this Agreement, and shall then
pay any remaining funds to the Issuer.
(c) Priority of Payments. The holders of the Defeased Bonds shall have an express first
priority security interest in the funds and Federal Securities in the Escrow Account until such funds
and Federal Securities are used and applied as provided in this Agreement.
SECTION 5. REINVESTMENT.
(a) Except as provided in Section 3 and in this Section, the Escrow Holder shall have no
power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose
of or make substitutions of the Federal Securities held hereunder.
(b) At the written request of the Issuer and upon compliance with the conditions hereinafter
stated, the Escrow Holder shall sell, transfer or otherwise dispose of any of the Federal Securities
acquired hereunder and shall substitute other Federal Securities and reinvest any excess receipts in
Federal Securities. The Issuer will not request the Escrow Holder to exercise any of the powers
described in the preceding sentence in any manner which, will cause interest on the Bonds to be
included in the gross income of the holders thereof for purposes of Federal income taxation. The
transactions may be effected only if (i) an independent certified public accountant selected by the
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Issuer shall certify or opine in writing to the Issuer and the Escrow Holder that the cash and principal
amount of Federal Securities remaining on hand after the transactions are completed will be not less
than the Escrow Requirement, and (ii) the Escrow Holder shall receive an opinion from a nationally
recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by
themselves will not cause interest on such Bonds to be included in the gross income of the holders
thereof for purposes of Federal income taxation and such substitution is in compliance with this
Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Escrow Requirement
caused by substitution of Federal Securities shall, as soon as practical be paid to the Issuer.
SECTION 6. REDEMPTION OR ACCELERATION OF MATURITY. Except for the
redemption set forth in Schedule A hereto the Issuer will not accelerate the maturity of, or exercise
any option to redeem before maturity, any Defeased Bonds.
SECTION 7. INDEMNITY. To the extent permitted by law, the Issuer hereby assumes
liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and
its respective successors, assigns, agents and servants, from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements
(including reasonable legal fees and disbursements) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against at any time, the Escrow Holder (whether or not also
indemnified against the same by the Issuer or any other person under any other agreement or
instrument) and in any way relating to or arising out of the execution and delivery of this Agreement,
the establishment of the Escrow Account established hereunder, the acceptance of the funds and
securities deposited therein, the purchase of the Federal Securities, the retention of the Federal
Securities or the proceeds thereof and any payment, transfer or other application of funds or securities
by the Escrow Holder in accordance with the provisions of this Agreement; provided, however, that
the Issuer shall not be required to indemnify the Escrow Holder against its own negligence or willful
misconduct. In no event shall the Issuer be liable to any person by reason of the transactions
contemplated hereby other than to the Escrow Holder as set forth in this Section. The indemnities
contained in this Section shall survive the termination of this Agreement. The Escrow Holder shall
not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement.
Furthermore, the Escrow Holder shall not be liable for the accuracy of the calculation as to the
sufficiency of moneys and the principal amount of Federal Securities and the earnings thereon to pay
the Escrow Requirement.
SECTION 8. RESPONSIBILITIES OF ESCROW HOLDER. The Escrow Holder and
its respective successors, assigns, agents and servants shall not be held to any personal liability
whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this
Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein,
the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof
or for any payment, transfer or other application of moneys or securities by the Escrow Holder in
accordance with the provisions of this Agreement or by reason of any non -negligent or non -willful
act, omission or error of the Escrow Holder made in good faith in the conduct of its duties. The
Escrow Holder shall, however, be responsible for its negligent or willful failure to comply with its
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duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties
and obligations of the Escrow Holder may be determined by the express provisions of this Agreement.
The Escrow Holder may consult with counsel, who may or may not be counsel to the Issuer, at the
Issuer's expense and in reliance upon the opinion of such counsel shall have full and complete
authorization and protection in respect of any action taken, suffered or omitted by it in good faith in
accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter
be proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively established by a certificate signed by an authorized officer
of the Issuer.
SECTION 9. RESIGNATION OF ESCROW HOLDER. The Escrow Holder may resign
and thereby become discharged from the duties and obligations hereby created, by notice in writing
given to the Issuer, any rating agency then providing a rating on either the Defeased Bonds or the
Bonds, and the Paying Agent for the Defeased Bonds not less than sixty (60) days before such
resignation shall take effect. Such resignation shall not take effect until the appointment of a new
Escrow Holder hereunder.
SECTION 10. REMOVAL OF ESCROW HOLDER.
(a) The Escrow Holder may be removed at any time by an instrument or concurrent
instruments in writing, executed by the holders of not less than fifty-one percentum (51%) in
aggregate principal amount of the Defeased Bonds then outstanding, such instruments to be filed with
the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the
Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits
of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New
York, New York, not less than sixty (60) days before such removal is to take effect as stated in said
instrument or instruments. A photographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for any breach of trust or for acting
or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of
this Agreement with respect to the duties and obligations of the Escrow Holder by any court of
competent jurisdiction upon the application of the Issuer or the holders of not less than five
percentum (5%) in aggregate principal amount of the Bonds then outstanding, or the holders of not
less than five percentum (5%) in aggregate principal amount of the Defeased Bonds then outstanding.
(c) The Escrow Holder may not be removed until a successor Escrow Holder has been
appointed in the manner set forth herein.
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SECTION 11. SUCCESSOR ESCROW HOLDER.
(a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or
otherwise become incapable of acting, or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon become vacant. If the position
of Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the
Issuer shall appoint an Escrow Holder to fill such vacancy. The Issuer shall either (i) publish notice
of any such appointment made by it once in each week for four (4) successive weeks in a newspaper
of general circulation published in the territorial limits of the Issuer and in a daily newspaper or
financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of
any such appointment made by it to the Holders of the Defeased Bonds within thirty (30) days after
such appointment.
(b) At any time within one year after such vacancy shall have occurred, the holders of a
majority in principal amount of the Bonds then outstanding or a majority in principal amount of the
Defeased Bonds then outstanding, by an instrument or concurrent instruments in writing, executed
by either group of such bondholders and filed with the governing body of the Issuer, may appoint a
successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the
Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the
predecessor Escrow Holder and to the Escrow Holder so appointed by the bondholders. In the case
of conflicting appointments made by the bondholders under this paragraph, the first effective
appointment made during the one year period shall govern.
(c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing
provisions of this Section, the holder of any Defeased Bonds then outstanding, or any retiring Escrow
Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such
court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint
a successor Escrow Holder.
(d) Any corporation or association into which the Escrow Holder may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole, or any corporation or association resulting
from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto,
shall be and become successor Escrow Holder hereunder and vested with all the trust, powers,
discretions, immunities, privileges and all other matters as was its predecessor, without the execution
or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto,
anything herein to the contrary notwithstanding, provided such successor shall have reported total
capital and surplus in excess of $50,000,000, provided that such successor Escrow Holder assume
in writing all the trust, duties and responsibilities of the Escrow Holder hereunder.
SECTION 12. PAYMENT TO ESCROW HOLDER. The Escrow Holder hereby
acknowledges that it has agreed to accept compensation under the Agreement in the sum of
$2,500.00, payable up front, for services to be performed by the Escrow Holder pursuant to this
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Agreement, out-of-pocket expenses and legal expenses to be reimbursed at cost from legally available
funds of the Issuer. The Escrow Holder shall have no lien or claim against funds in the Escrow
Account for payment of obligations due it under this Section.
SECTION 13. TERM. This Agreement shall commence upon its execution and delivery
and shall terminate when the Defeased Bonds have been paid and discharged in accordance with the
proceedings authorizing the Defeased Bonds, except as provided in Section 7.
SECTION 14. SEVERABILITY. If any one or more of the covenants or agreements
provided in this Agreement on the part of the Issuer or the Escrow Holder to be performed should
be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall
be sent to Moody's Investors Service and Standard & Poor's at the address set forth in Section 15,
but such covenant or agreements herein contained shall be null and void and shall in no way affect
the validity of the remaining provisions of this Agreement.
SECTION 15. AMENDMENTS TO TIIIS AGREEMENT. This Agreement is made for
the benefit of the Issuer and the holders from time to time of the Defeased Bonds and the Bonds and
it shall not be repealed, revoked, altered or amended in whole or in part without the written consent
of all affected holders, the Escrow Holder and the Issuer; provided, however, that the Issuer and the
Escrow Holder may, without the consent of, or notice to, such holders, enter into such agreements
supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall
not be inconsistent with the terms and provisions of this Agreement, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Holder, for the benefit of the holders of the
Bonds and the Defeased Bonds any additional rights, remedies, powers or authority that may lawfully
be granted to, or conferred upon, such holders or the Escrow Holder; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Holder shall, at its option, be entitled to request at the Issuer's expense and rely
exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds
acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to
which any change, modification, addition or elimination affects the rights of the holders of the
Defeased Bonds or that any instrument executed hereunder complies with the conditions and
provisions of this Section. Prior written notice of such amendments, together with proposed copies
of such amendments shall be provided to Moody's Investors Service, Inc., Public Finance Rating
Desk/Defeased Bonds, 99 Church Street, New York, New York 10007 and Standard & Poor's,
Rating Services/Defeased Bonds, 25 Broadway, New York, New York 10004-1064.
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SECTION 16. COUNTERPARTS. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute
and be but one and the same instrument.
SECTION 17. GOVERNING LAW. This Agreement shall be construed under the laws
of the State of Florida.
[This space intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first
above written.
(SEAL)
INDIAN RIVER COUNTY, FLORIDA
By Q.v6 afklev,c,0
-
Chairman
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fe6c,
Approved as
correctness:
County Att
9
SCHEDULE A
TOTAL DEBT SERVICE
FOR
INDIAN RIVER COUNTY, FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
To be Defeased
l
Period Interest
Ending Principal Bac Interest Tatal
03/01/2001 $97,235.00 $ 97,235.00
09/01/2001 $630,000.00 5.20% 97,235.00 727,235.00
03/01/2002 80,855.00 80,855.00
09/01/2002 660,000.00 5.30 80,855.00 740,855.00
03/01/3003 63,365.00 63,365.00
09/01/3003 695,000.00 5.60 63,365.00 758,365.00
03/01/2004 43,905.00 43,905.00
09/01/2004 740,000.00 5.70 43,905.00 783,905.00
03/01/2005 22,815.00 22,815.00
09/01/2005 780,000.00 5.85 22,815.00 802.815.00
Total $3,505,000.00 $616,350.00 $4,121,350.00
lb
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IIDIAN RIVER mum, FLORIDA
REFUNDING REVEL BOOS
SERIES 1992
DESCRIPTION OF THE ESCROWED SECURITIES
AS OF SEPTE)IER 1. 2000
SETTLIDEI f MATURITY PNt COUPON
TYPE DATE DATE AMOUNT RATE
PRICE
MAL
STT
,SLGS 01•Sep.2000 01•Nar•2001 *16.114.00 6.310* 100.000000X • *16.114.00
SLGS 01 -Sep -2000 01 -Sep -2001 609,380.00 6.150* 100.1,1110* 609,380.00
5185 OL -Sep -2000 01 -Sep -2002 660.239.00 6.140* 100.' ''0* 660.239.00
SLGS 01 -Sep -2000 01-Nar•2003 3.018.00 6.110* 100.060000* 3.018.00
a1$0Oar6�..0 6040100�'.0001-Sep-2000
01-Sap-2003
4�0.4100.000000X4.0100
5165 01 -Sep -2000 01 -Sep -2004 744.984.00 6.000X 100.0000001 744.984.00
SLGS 01 -Sep -2000 01•Nar-2005 6.243.00 5.9701 100.0000001 6.243.00
SUS 01 -Sep -2000 01-Sep•2005 786.430.00 4.167* 100.000000* 788.430.00
*3.529.356.00 13.529.356.00
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SCHEDULE A
TOTAL DEBT SERVICE
FOR
INDIAN RIVER COUNTY, FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
To be Defeased
[See Attached Schedule]
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TAMPA
NATIoN.BAnK PLATA
101 BAST Kerman BLvo
Sutra 2100
TAMPA, FLORIDA 33602
'reunions: (1113) 273-6677
FACIIMB.i: (813) 223-2705
AnANrA
430MARGATE
ATum%Gomm 30321
'Mumma (770)3994700
FAmaia(770)3994162
1LAw Onricaa
BRYANT, MILLER AND OLIVE, P.A. ORLANDO
c mIRYPWw
135 Wm CENTim.
SU 181230
MAMA I'Lc InA32301
TF1irloNE (407) 426.7001
FM MI L:(407)426726,2
County Commission
Indian River County, Florida
Vero Beach, Florida
The Bank of New York
Jacksonville, Florida
THE EXCHANGE BUILDING
201 SourH MON ROE STREET, SUITE 500
TALLAHASSEE, FLORIDA 32301
TIDED O E:(850)2228611
FACSIMILE: (850)222-8969
September 1, 2000
PPEAseRFrLYTo:
ROBERT C. REm
TAILAHASSEE OFFICE
BOEEE038e1.011AWAX0a
Re: Defeasance of $3,505,000 Principal Amount of the Indian River County, Florida
Refunding Revenue Bonds, Series 1992
Ladies and Gentlemen:
We are acting as bond counsel for Indian River County, Florida (the "County") in connection
with the defeasance by the County of $3,505,000 in principal amount of its Refunding Revenue
Bonds, Series 1992 (the "Series 1992 Bonds"). The Series 1992 Bonds were issued pursuant the
Constitution and laws of the State of Florida, Chapter 125, Florida Statutes, and other applicable
provisions of law, and Resolution No. 92-216 adopted by the County Commission on November 24,
1992, as amended and supplemented (the "Resolution"). The County is defeasing the outstanding
principal amount $3,505,000 of the Series 1992 Bonds by depositing with The Bank of New York,
as escrow agent (the "Escrow Agent") the sum of $3,529,365.93 on September 1, 2000, for deposit
into the Escrow Account created pursuant to that certain Escrow Deposit Agreement dated as of
September 1, 2000 (the "Escrow Deposit Agreement"), between the County and the Escrow Agent.
Indian River County
The Bank of New York
September 1, 2000
Page 2
We are of the opinion that the holders of the Series 1992 Bonds, currently outstanding in the
aggregate principal amount of $3,505,000 and as further identified in the Escrow Deposit Agreement,
have no further pledge of and lien on the Pledged Revenues under the Resolution, other than the right
to receive payment from the Escrow Account created for such purpose and that the Series 1992
Bonds being defeased pursuant to the Escrow Deposit Agreement have been legally defeased in
accordance with the Resolution. In rendering this opinion we have relied on the report prepared by
Causey Demgen & Moore Inc., Certified Public Accountants, verifying the arithmetical accuracy of
certain computations, and have assumed the enforceability of the Escrow Deposit Agreement. As
used herein, the term "Pledged Revenues" shall have the meaning set forth in the Resolution.
Any capitalized terms not defined herein shall have the meaning set forth in the Resolution.
Yours truly,
BRYANT, MILLER AND OLIVE, P.A.
%/4/-/e,"„4?„0„,eee.za
INDIAN RIVER COUNTY, FLORIDA
DEFEASANCE REPORT FOR
REFUNDING REVENUE BONDS
SERIES 1992
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CAUSEY DEMGEN & MOORE INC.
Caddied Public Accountants and Consultants
September 1, 2000
Suite 4650
1801 California Street
Denver, Colorado 80202-2681
Telephone: (303) 296-2229
Facsimile: (303) 296-3731
Indian River County
1840 25th Street
Vero Beach, Florida 32960
Bryant, Miller and Olive, P.A.
201 South Monroe Street
Tallahassee, Florida 32301
We have completed our engagement to verify the mathematical accuracy of (a) the computations
relating to the adequacy of cash plus U.S. Treasury Securities to be held in escrow to pay the
debt service requirements of the currently outstanding Refunding Revenue Bonds, Series 1992
(herein referred to as the "Defeased Bonds") issued by Indian River County, Florida (herein
referred to as the "County") and (b) the yield on such escrowed securities. Our verification was
performed solely on the schedules prepared based on information provided by the County which
are reflected in Exhibits A through C which were prepared by us in performing the verification
of the mathematical accuracy of the computations in the schedules provided.
The accompanying exhibits of proposed transactions were prepared on the basis of assumptions
and in accordance with the procedures described herein. We did not independently confirm the
information used with outside parties.
OUR UNDERSTANDING OF THE TRANSACTION
On September 1, 2000, the County intends to contribute cash which will be used to purchase
U.S. Treasury Securities and to provide cash which will be placed into an escrow account to
defease the Defeased Bonds.
The Escrow Agent will pay the debt service requirements of the Defeased Bonds on each
scheduled payment date through and including September 1, 2005, without optional redemption
prior to maturity.
ESCROW ACCOUNT TRANSACTIONS
We verified the mathematical accuracy of the accompanying calculations of the escrow account
transactions proposed to defease the Defeased Bonds.
The presently outstanding debt service requirements of the Defeased Bonds, as described above,
will be satisfied by the purchase of U.S. Treasury Securities (as described in Exhibit A-2) plus
$9.93 in cash. The securities and cash will be placed in an irrevocable escrow account until the
debt service requirements of the Defeased Bonds are paid as previously described.
111
lb
Indian River County, Florida
September 1, 2000
Page 2
We read a copy of the Official Statement for the Defeased Bonds insofar as such obligations are
described with respect to principal outstanding, interest rates, and maturity dates. We assumed
this document to be accurate, and all debt service payments on the Defeased Bonds to be current
as of September 1, 2000. We compared the above information set forth in such Official
Statement with the related information contained in the schedules provided to us and found the
information to be consistent.
We compared the subscribed interest rates of the U.S. Treasury Securities (State and Local
Government Series) to be purchased and placed in escrow with the maximum allowable interest
rates as published in the Department of the Treasury, Bureau of the Public Debt Form PD 4262
for August 25, 2000 and found the subscribed rates to be less than or equal to the maximum
allowable rates for each respective maturity date.
Based on the procedures and information set forth above, the computations presented in Exhibits
A through B, which indicate that the cash and securities proposed to be placed in escrow by the
County will produce the amounts necessary to provide for the timely payment of the proposed
debt payment schedule on the Defeased Bonds, are mathematically correct.
YIELD ON THE INVESTMENT IN ESCROWED OBLIGATIONS PURCHASED TO
DEFEASE THE DEFEASED BONDS
We verified the mathematical accuracy of the accompanying computation of the yield on the
investment in escrowed U.S. Treasury Securities purchased to defease the Defeased Bonds based
on an assumed settlement date of September 1, 2000 and a purchase price of $3,529,356.00. For
purposes of this calculation, yield is defined as the rate of interest which, using the assumptions
and procedures set forth herein, discounts the cash receipts from the escrowed securities to an
amount equal to the purchase price of the escrowed securities. The computations were made
using a 360 -day year with interest compounded semi-annually and were based on the dates the
funds are to be received in the escrow account, and assume that all cash balances are not
reinvested.
We read a copy of the verification report prepared by Coopers & Lybrand on December 8, 1992
related to the issuance of the Refunding Revenue Bonds, Series 1992 (herein referred to as the
"1992 Bonds") insofar as it describes the yield on the 1992 Bonds. We assumed this document
to be accurate.
Based upon the procedures and information set forth above, the computations presented in
Exhibit C, which indicate that the yield on the escrowed securities purchased to defease the
Defeased Bonds is 5.40102% (which is less than the 5.40142% yield on the 1992 Bonds), are
mathematically correct.
verifica\Indian River County
ID
Indian River County, Florida
September 1, 2000
Page 3
USE OF THIS REPORT
It is understood that this report is solely for the information of and assistance to the addressees
hereof in connection with the defeasance of the Defeased Bonds and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our written consent in any
document, except that (i) reference may be made to the report in any closing documents
pertaining to the defeasance of the Defeased Bonds, (ii) the report may be used in its entirety as
an exhibit to the escrow agreement for the Defeased Bonds, (iii) the report may be included in the
transcripts pertaining to the defeasance of the Defeased Bonds, (iv) the report may be relied upon
by any rating agency or bond insurer that shall have rated or insured or that will rate or insure
the Defeased Bonds, and (v) the report may be relied upon by the Escrow Agent for the Defeased
Bonds.
* * * * * * * * *
The procedures performed represent those procedures deemed by the County and all other
addressees hereto to be sufficient to assist such parties in evaluating the mathematical accuracy of
the various computations cited above. The sufficiency of these procedures is solely the
responsibility of the specified users of this report and should not be taken to supplant any
additional inquiries or procedures that the users would undertake in their consideration of the
transaction described herein. We make no representation regarding the sufficiency of the
procedures summarized herein, either for the purpose for which this report has been requested or
for any other purpose. This report should not be used by any party who does not agree to the
procedures set forth herein and who does not take responsibility for the sufficiency and
appropriateness of such procedures for their purposes.
We have no obligation to update this report because of events, circumstances, or transactions
occurring subsequent to the date of this report.
Very truly yours,
verifica\Indian River County
EXHIBIT A
INDIAN RIVER COUNTY. FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
ESCROW ACCOUNT CASH FLOW
AS OF SEPTEMBER 1, 2000
TOTAL CASH
RECEIPTS FROM CASH
U.S. TREASURY DISBURSEMENTS
SLGS FROM ESCROW CASH
DATE (EXHIBIT A•1) (EXHIBIT 8) BALANCE
Beginning
Balance: 89.93
01 -Mar -2001 897,234.65 897,235.00 9.58
01•Sep•2001 727,473.30 727.235.00 247.88
01•Mar•2002 80,616.43 80,855.00 9.31
01•Sep•2002 740.855.43 740,855.00 9.74
01•Mar-2003 63.365.09 63.365.00 9.83
01•Sep-2003 758,364.89 758.365.00 9.72
01•Mar•2004 43.905.25 43.905.00 9.97
01-Sep•2004 783,905.14 783.905.00 10.11
01•Mar-2005 22.814.62 22.815.00 9.73
01•Sep•2005 802.815.27 802.815.00 10.00
84,121,350.07 84.121.350.00
EXHIBIT A-1
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EXHIBIT A•2
INDIAN RIVER COUNTY, FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
DESCRIPTION OF THE ESCROWED SECURITIES
AS OF SEPTEMBER 1, 2000
SETTLEMENT MATURITY PAR COUPON TOTAL
TYPE DATE DATE AMOUNT RATE PRICE COST
SLGS 01 -Sep -2000 01•Mar•2001 $16.114.00 6.310X 100.000000X $16.114.00
SLGS 01•Sep•2000 _ 01•Sep-2001 609.380.00 6.150% 100.000000% 609.380.00
SLGS 01•Sep-2000"' O1•Sep-2002 660,239.00 6.140% 100.000000% 660,239.00
SLGS 01 -Sep -2000 01•Mar•2003 3.018.00 6.110% 100.000000% 3.018.00
SLGS 01•Sep-2000 01-Sep•2003 698,110.00 6.070% 100.000000X 698.110.00
SLGS 01 -Sep -2000 01-Mar•2004 4,838.00 6.040% 100.000000% 4,838.00
SLGS 01-Sep•2000 01•Sep•2004 744.984.00 6.000X 100.000000% 744,984.00
SLGS 01•Sep-2000 01 -Mar -2005 6.243.00 5.970% 100.000000% 6.243.00
SLGS 01-Sep•2000 01•Sep•2005 786.430.00 4.167% 100.000000% 786.430.00
$3.529.356.00 $3.529.356.00
EXHIBIT B
INDIAN RIVER COUNTY. FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE DEFEASED BONDS
AS OF SEPTEMBER 1. 2000
PAYMENT FOR TOTAL
PAYMENT DEBT
DATE RATE PRINCIPAL INTEREST PAYMENT
01•Mar-2001 197,235.00 $97.235.00
01•Sep•2001 5.200% 1630.000.00 97.235.00 727,235.00
01•Mar•2002 80.855.00 80,855.00
01 -Sep -2002 5.300% 660.000.00 80.855.00 740.855.00
01•Mar•2003 63,365.00 63.365.00
01•Sep•2003 5.600X 695.000.00 63.365.00 758.365.00
01•Mar•2004 43,905.00 43,905.00
01•Sep-2004 5.700% 740.000.00 43,905.00 783,905.00
01•Mar-2005 22,815.00 22,815.00
01•Sep•2005 5.850X 780,000.00 22.815.00 802.815.00
13,505,000.00 1616,350.00 14.121.350.00
EXHIBIT C
INDIAN RIVER COUNTY. FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
ESCROW YIELD CALCULATION
AS OF SEPTEMBER 1. 2000
TOTAL CASH
RECEIPTS FROM
U.S. TREASURY
SLGS
DATE (EXHIBIT A)
PRESENT VALUE AT
SEPTEMBER 1. 2000
USING A SEMIANNUALLY
COMPOUNDED YIELD OF
5.40102%
01-Mar•2001
01•Sep•2001
01•Mar-2002
01-Sep•2002
01•Mar•2003
01•Sep-2003
01 -Mar -2004
01•Sep-2004
01•Mar•2005
01•Sep•2005
$97.234.65
727,473.30
80.616.43
740,855.43
63,365.09
758,364.89
43,905.25
783.905.14
22.814.62
802.815.27
$94.677.86
689.718.47
74.422.76
665.952.20
55.460.92
646,312.58
36.434.12
633.406.76
17.949.81
615.020.52
$4.121,350.07
$3.529.356.00
TOTAL COST OF SECURITIES $3.529,356.00
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of . 2000, by and
between INDIAN RIVER COUNTY. FLORIDA (the "Issuer"). and
a banking association duly organized and existing under the laws of
as Escrow Holder and its successors and assigns (the "Escrow Holder" 1;
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined as
"1992 Defeased Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth on
Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of the Total 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 Debt Service; and
WHEREAS. the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease and discharge the Issuer from the aforestated obligations:
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
the Issuer and the Escrow Holder agree as follows:
SECTION I. DEFINITIONS. As used herein. the following tenns mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means the interest and principal on the Defeased Bonds coming due
in such year as shown on Schedule A attached hereto and made a part hereof.
(c) "Call Date" means the respective maturity date of the 1992 Defeased Bonds maturing
September 1. 2001 through 2005.
(d) "Escrow Accotmt" means the account hereby created and entitled 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 ofand accnted interest on the Defeased Bonds as they become (Inc and payable.
(e) "Escrow 1-lolder" means . and its successors and assigns.
(f) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in cash and
principal amount of Federal Securities in the Escrow Account which together with the interest to become
due on the Federal Securities will be sufficient to pay the Total Debt Service on the Defeased Bonds in
accordance with Schedule A.
(g) "Federal Securities" means any bonds or other obligations which as to principal and interest
constitute direct obligations of. or are unconditionally guaranteed by. the United States of America, none
of which permit redemption at the option of the United States of America prior to the dates on which such
Federal Securities shall be applied pursuant to this Agreement. The term "Federal Securities" shall not
include money market funds invested in obligations described in this definition.
(h) "Issuer" means Indian River County, Florida. and its successors and assigns.
(i) "Bond Resolution" means Resolution No. 85,75 adopted on July 10, 1985, as amended,
supplemented and restated by Resolution No. 85-125, adopted on October 23. 1985, as amended and
supplemented (collectively. the "1985 Bond Resolution") and Resolution No. 92-216 adopted on
November 24, 1992 (the "1992 Bond Resolution," together with the 1985 Bond Resolution. the "Bond
Resolution").
(j) "Defeasance Resolution" means Resolution No. 2000-_ adopted 2000,
authorizing defeasance of the Defeased Bonds.
(k) "1992 Defeased Bonds" means the Indian River County, Florida Refintding Revenue Bonds,
Series 1992 to be defeased as identified on Schedule A attached hereto.
(I) "Total Debt Service" means the sum of the principal, premium and interest remaining unpaid
with respect to the Defeased Bonds in accordance with Schedule A attached hereto.
SECTION 2. DEPOSIT OF FUNDS. The Issuer hereby deposits $ with the
Escrow Holder for deposit into the Escrow Account, in immediately available finds. 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 represents that such securities and finds are at least equal to the Escrow Requirement as of the date
of such deposit.
SECTION 3. USE AND INVESTMENT OF FUNDS. The Escrow Bolder• acknowledges
receipt of the sum described in Section 2 and agrees:
(a) to hold the funds and investments purchased pursuant to this Agreement in irrevocable escrow
during the term of this Agreement for the sole benefit of the holders of the Defeased Bonds;
2
(b) to immediately invest S of such funds in the Federal Securities set torah on
Schedule B attached hereto and to hold such securities and S of such Bunds in cash in
accordance with the terms of this Agreement:
(c) in the event the securities described on Schedule B cannot be purchased, substitute
securities may be purchased with the consent of the Issuer but only upon receipt of verification from an
independent certified public accountant that the cash and securities deposited will not be Tess than the
Escrow Requirement and only upon receipt of an opinion of Bryant. Miller and Olive. P.A.. that such
securities constitute Federal Securities Ibr purposes of this Agreement:
(d) there will be no investment of funds except as set forth in this Section 3 and except as set
forth in Section 5.
SECTION 4. PAYMENT OF BONDS AND EXPENSES.
(a) pefeased Bonds. On the dates and in the amounts set forth on Schedule A. the Eserow I -folder
shall transfer to The Bank of New York, New York, New York, the Paying Agent for the Deceased Bonds
(the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow Account,
a sum sufficient to pay that portion of the Annual Debt Service for the Dcteased Bonds coming due on such
dates, as shown on Schedule A.
(b) Surplus. After making the payments from the Escrow Account described in Subsection 4(a
above, the Escrow Holder shall retain in the Escrow Account any remaining cash in the Escrow Account
in excess of the Escrow Requirement until the termination of this Agreement, and shall then pay any
remaining funds to the Issuer.
(c) Priority of'Payments. The holders of the Deceased Bonds shall have an express first pnority
security interest in the funds and Federal Securities in the Escrow Account until such funds and f=ederal
Securities are used and applied as provided in this Agreement.
SECTION 5. REINVES'T'MENT.
(a) Except as provided in Section 3 and in this Section, the Escrow Bolder shall have no power
or duty to invest any funds held under this Agreement or to sell, transferor otherwise dispose of or make
substitutions of the Federal Securities held hereunder.
(b) At the written request of the Issuer and upon compliance with the conditions hereinafter stated,
the Escrow Holder shall sell, transfer or otherwise dispose of any of the Federal Securities acquired
hereunder and shall substitute other Federal Securities and reinvest any excess receipts in Federal
Securities. The Issuer will not request the Escrow Bolder to exercise any of the powers described in the
preceding sentence in any manner which, will cause interest on the Bonds to be included in the gross
3
income of the holders thereof for purposes of Federal income taxation. The transactions may be effected
only if (i) an independent certified public accountant selected by the Issuer shall certify or opine in writing
to the Issuer and the Escrow Holder that the cash and principal amount of Federal Securities remaining on
hand after the transactions are completed will be not less than the Escrow Requirement. and (ii I the Escrow
Holder shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the
effect that the transactions, in and by themselves will not cause interest on such Bonds to be included in the
gross income of the holders thereof for purposes of Federal income taxation and such substitution is in
compliance with this Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Escrow
Requirement caused by substitution of Federal Securities shall. as soon as practical be paid to the Issuer.
SECTION 6. REDEMPTION OR ACCELERATION OF MATURITY. Except for the
redemption set forth in Schedule A hereto the Issuer will not accelerate the maturity of, or exercise any
option to redeem before maturity, any Defeased Bonds.
SECTION 7. INDEMNITY. To the extent permitted by law, the issuer hereby assumes liability
for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and its respective
successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements ( including reasonable legal
fees and disbursements) of whatsoever kind and nature which may be imposed on. incurred by. or asserted
against at any time. the Escrow Holder (whether or not also indemnified against the same by the Issuer or
any other person under any other agreement or instrument) and in any way relating to or arising out of the
execution and delivery of this Agreement, the establishment of the Escrow Account established hereunder.
the acceptance of the funds and securities deposited therein, the purchase of the Federal Securities. the
retention of the Federal Securities or the proceeds thereof and any payment. transfer or other application
of funds or securities by the Escrow Holder in accordance with the provisions ofthis Agreement; provided.
however, that the Issuer shall not be required to indemnify the Escrow Holder against its own negligence
or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions
contemplated hereby other than to the Escrow Holder as set forth in this Section. The indemnities
contained in this Section shall survive the termination of this Agreement. The Escrow Holder shall not be
liable for any deficiencies in the amounts necessary to pay the Escrow Requirement. Furthermore. the
Escrow Holder shall not be liable for the accuracy of the calculation as to the sufficiency of moneys and
the principal amount of Federal Securities and the earnings thereon to pay the Escrow Requirement.
SECTION 8. RESPONSIBILITIES OF ESCROW HOLDER. The Escrow Holder and its
respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever,
in ton, contract, or otherwise, in connection with the execution and delivery of this Agreement. the
establishment of the Escrow Account. the acceptance of the finds deposited therein, the purchase of the
Federal Securities, the retention of the Federal Securities or the proceeds thereof or for any payment.
transfer or other application of moneys or securities by the Escrow Holder in accordance s%ith the
provisions of this Agreement or by reason of any non -negligent or non -willful act. omission or ertor oldie
Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be
4
responsible for its negligent or willful failure to comply with its duties required hereunder. and its negligent
or willful acts, omissions or errors hereunder. The duties and obligations of the Escrow Bolder may be
determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel.
who may or may not be counsel to the Issuer. at the Issuer's expense and in reliance upon the opinion of
such counsel shall have full and complete authorization and protection in respect of any action taken.
suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem
it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any
action under this Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an authorized officer of the Issuer.
SECTION 9. RESIGNATION OF ESCROW HOLDER. The Escrow Holder may resign
and thereby become discharged from the duties and obligations hereby created, by notice in writing given
to the Issuer, any rating agency then providing a rating on either the Defeased Bonds or the Bonds, and the
Paying Agent for the Defeased Bonds not less than sixty (60) days before such resignation shall take effect.
Such resignation shall not take effect until the appointment of a new Escrow Holder hereunder.
SECTION 10. REMOVAL OF ESCROW HOLDER.
(a) The Escrow Holder may be removed at any time by an instrument or concurrent instruments
in writing, executed by the holders of not less than ti fly -one percentum (51 %) in aggregate principal amount
of the Defeased Bonds then outstanding, such instruments to be filed with the Issuer. and notice in writing
given by such holders to the original purchaser or purchasers of the Bonds and published by the Issuer once
in a newspaper of general circulation in the territorial limits of the Issuer. and in a daily newspaper or
financial joumal of general circulation in the City of New York, New York. not less than sixty (60) days
before such removal is to take effect as stated in said instrument or instruments. A photographic copy of
any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer
to the Escrow Holder.
(b) The Escrow holder may also be removed at any time tbr any breach oftnist or for acting or
proceeding in violation of or for failing to act or proceed in accordance with. any provisions of this
Agreement with respect to the duties and obligations of the Escrow Holder by any court of competent
jurisdiction upon the application of the Issuer or the holders of not less than five percentum (5%) in
aggregate principal amount of the Bonds then outstanding, or the holders of not less than Live percentum
(5%) in aggregate principal amount of the Defeased Bonds then outstanding.
(c) The Escrow Bolder may not be removed until a successor Escrow I lolder has been appointed
in the manner set forth herein.
5
1
1
SECTION 11. SUCCESSOR ESCROW HOLDER.
(a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise
become incapable of acting, or shall be taken over by any govemmental official, agency, department or
board, the position of Escrow Holder shall thereupon become vacant. I f the position of Escrow Holder
shall become vacant for any of the foregoing reasons or for any other reason. the Issuer shall appoint an
Escrow Holder to fill such vacancy. The Issuer shall either ( i l publish notice of any such appointment made
by it once in each week for four (4) successive weeks in a newspaper of general circulation published in
the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the
City of New York, New York, or (ii) mail a notice of any such appointment made by it to the Holders of
the Defeased Bonds within thirty (30) days after such appointment.
(b) At any time within one year atter such vacancy shall have occurred, the holders of a majority
in principal amount of the Bonds then outstanding or a majority in principal amount of the De leased Bonds
then outstanding, by an instrument or concurrent instruments in writing, executed by either group of such
bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Holder,
which shall supersede any Escrow Holder theretofore appointed by the issuer. Photographic copies of
each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Holder and to
the Escrow Holder so appointed by the bondholders. In the case of conflicting appoinunents made by the
bondholders under this paragraph, the first effective appointment made during the one year period shall
govem.
(c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing
provisions of this Section, the holder of any Defeased Bonds then outstanding, or any retiring Escrow
Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such
court may thereupon. after such notice. ifany. as such court may deem proper and prescribe. appoint a
successor Escrow Holder.
(d) Any corporation or association into which the Escrow Holder may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or association resulting from any such
conversion, sale. merger, consolidation or transfer to which it is a party, ipso facto, shall be and become
successor Escrow Holder hereunder and vested with all the trust, powers. discretions, immunities. privileges
and all other matters as was its predecessor, without the execution or filing ofany instnunent or any further
act, deed or conveyance on the part ofany panics hereto, anything herein to the contrary notwithstanding,
provided such successor shall have reported total capital and surplus in excess of$50,000,000, provided
that such successor Escrow Holder assume in writing all the trust, duties and responsibilities of the Escrow
Holder hereunder.
SECTION 12. PAYMENT TO ESCROW IIOEDER. I he Escrow Holder hereby
acknowledges that it has agreed to accept compensation under the Agreement in the sum ofS
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payable up front, for services to be performed by the Escrow Holder pursuant to this Agreement, out-of-
pocket expenses and legal expenses to be reimbursed at cost from legally available funds of the Issuer.
The Escrow Holder shall have no lien or claim against funds in the Escrow Account for payment of
obligations due it under this Section.
SECTION 13. TERM. This Agreement shall commence upon its execution and delivery and
shall terminate when the Defeased Bonds have been paid and discharged in accordance with the
proceedings authorizing the Defeased Bonds, except as provided in Section 7.
SECTION 14. SEVERABILITY. If any one or more of the covenants or agreements provided
in this Agreement on the part of the Issuer or the Escrow Holder to be performed should be determined
by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent to Moody's
Investors Service and Standard & Poor's at the address set forth in Section 15, but such covenant or
agreements herein contained shall be null and void and shall in no way affect the validity of the remaining
provisions of this Agreement.
SECTION 15. AMENDMENTS TO THIS AGREEMENT. This Agreement is made for
the benefit of the Issuer and the holders from time to time of the Deceased Bonds and the Bonds and it shall
not be repealed, revoked, altered or amended in whole or in part without the written consent of all affected
holders, the Escrow Holder and the Issuer; provided, however, that the Issuer and the Escrow Holder may,
without the consent of, or notice to, such holders, enter into such agreements supplemental to this
Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the
terms and provisions of this Agreement. for any one or more of the following purposes:
(a) to cure any ambiguity or formal detect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Holder, for the benefit of the holders of the Bonds and
the Defeased Bonds any additional rights, remedies, powers or authority that may lawfully be granted to,
or conferred upon, such holders or the Escrow Holder; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Holder shall, at its option, be entitled to request at the Issuer's expense and rely
exclusively upon an opinion of nationally recognized attomeys on the subject of municipal bonds acceptable
to the Issuer with respect to compliance with this Section, including the extent, ifany, to which any change,
modification, addition or elimination affects the rights of the holders of the Defeased Bonds or that any
instrument executed hereunder complies with the conditions and provisions ofthis Section. Prior written
notice of such amendments, together with proposed copies of such amendments shall be provided to
Moody's Investors Service, Inc.. Public Finance Rating Desk/Deteased Bonds. 99 Church Street, New
York, New York 10007 and Standard & Poor's, Rating Services/Defeased Bonds, 25 Broadway, New
York, New York 10004-1064.
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SECTION 16.
all or any of which shall
the same instrument.
SECTION 17.
State of Florida.
COUNTERPARTS. This Agreement may be executed in several counterparts.
be regarded for all purposes as one original and shall constitute and be but ane and
GOVERNING LAW. This Agreement shall be constmed under the laws of the
[This space intentionally left blank]
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first
above written.
(SEAL)
ATTEST:
County Clerk
Approved as to form and
correctness:
., 1
Cou Atto ey
INDIAN RIVER COUNTY, FLORIDA
By:
Chairman
(per LJ.mnari CovnSt1)
Jsc
(SEAL)
Escrow Holder
By
Title:
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SCHEDULE A
TOTAL DEBT SERVICE
FOR
INDIAN RIVER COUNTY, FLORIDA
REFUNDING REVENUE BONDS
SERIES 1992
To be Defeased
[See Attached Schedule]
IM