Loading...
HomeMy WebLinkAbout2000-251r, ESCROW DEPOSIT AGREEiNENT 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 duiy organized and existing under the laws of tite State of New York, as Escrow Folder and its successors and assigns (the "Escrow Holder"); WITNESSETH: WI-IEREAS, 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 'notal 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, TI-IEREFORE, 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 hate" 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 Hank of New York, Jacksonville, Florida, and its successors and assigns. s'1 I—] 4W Mi (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 0) "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"). 0) "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 terra of this Agreement for the sole benefit of the holders of the Defeased Bonds; 40 4b 61 (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 funds except as set forth in this Section 3 and except as set forth in Section 5. SECTION d. PAYMENTOF BONDS AND EXPENSES. (a) Defea d 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 coining due on such dates, as shown on Schedule A. (b) Sim. 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 [-folder 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. 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 (-folder 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. Tile Escrow Holder shall not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement. Furthermore, the Escrow I -folder 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 HOLi1ER. 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 coratply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obligations ofthe 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 (GO) 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 fitly -one percentum (51%a) 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 arid 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 (51/16) in aggregate principal amount of the Bonds then outstanding, or the holders of not less than five percentum (5%) in aggregate principal amotnt of the Defeased Bonds then outstanding;. (c) The Escrow Molder may riot be removed until a successor Escrow Holder has been appointed in the manner set forth herein. i CI 0 SECTION 11. SUCCESSOR ESCROW HOLDER. (a) If at any time hereafter the Escrow bolder 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 Halder 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 fork, 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 ill principal amount of the Defeased Bonds then outstanding, by art 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 ri7 i 40 s Agreement, out-of-pocket expenses and legal expenses to be reimbursed at cost from legally available funds of the Issuer. The Escrow Halder 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. AMENDMEN'T'S TO THIS 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) urposes` (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. do 4D 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] 40 A 40 IN WMESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed andattested as of the date first above written. INDIAN RIVER COUNTY, FLORIDA (SEAL) By GLS" 6 OA9,� Chairman o n 4Clc;t��4 I Approved as to. form and correctness: County Att ey THE BAND OF NEW YORK, Escrow Holder (SEAT.) By— Title: y_Title: - I SC14EDULE A TOTAL DEBT SERVICE FOR INDIAN RIVER COUNTY, FLORIDA REFUNDING REVENUE BONDS SERIES 1992 To be Defeased Period interest in Pringipal Rate Intere Total 03/01/2001 $97,235.00 $ 97,235.00 09/01/2001 $630,000.00 5.20% 97,235-00 727,235.00 0310112002 80,855.00 80,855.00 09101/2002 660,000.00 5.30 80,855.00 740,855.00 03/0113003 63,365.00 63,365.00 09/0113003 595,000.00 5.60 63,365.00 758,365.00 03101/2004 43,905.00 43,905.00 09101/2004 740,000.00 5.70 43,905.00 783,905.00 03/01/2005 22,815.00 22,81.5.00 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 C] 40 4D SCHEDULE B SCHEDULE OF FEDERAL SECURITIES INOIAA RIVER COUNTY, FLORIDA RMWING REVERE eat,ns SERIES 1992 DESCRIPTION OF TIIE ESCRUD SECURITIES AS OF SEPTEHOER 1. 2000 FAR SETTLMT HATURM TYPE DATE OATS SLGS ................... 01•Sep-20DO 01 -Har -201 SLG5 01 -Sep -2000 01 -Sep -2001 SLGS 01 -Sep -2000 01 -Sep -2002 SLGS 01-Sep•2000 O1•?iar-2003 SLGS 01-Sep•2000 01-Sep•2003 SLGS 01.5ep-20U0 01 -Mar -2604 SLGS 01 -Sep -2000 01-Sep•2'Q04 SWS 01-Sep•2000 01 -Mar -2005 SLGS 01 -Sep -2000 01 -Sep -2005 FAR COUPON TOTAL NOW RATE PRICE COST .............................. $16.114.00 ................ 6.319X 100.000900% . .......... $16.114.00 €09,380.00 6.150 100.00000" 699.390,00 660.239.40 6.1401 100.000000% 660.239.00 3.018.00 6.11OX 190.000000t 3.018.00 698,110.00 6.0701 100.000090% 698.110.00 4,038.00 6.0401 100.000000.1 4.838.Q0 744.984.00 6.006t 100.000000% 744.984.00 6.243.00 5.970% 100.000000.1 6.243.00 796,430.00 4.167% 100.000000% 786.430.00 53.524.356.00 $3.529.356.00 9 ut 98VU9059 i. rl RESOLUTION NO, 2000 086 y9 9 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 BOLDER; 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. ;7-19, 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 Comity Itas previously issued and sold its Refunding Revenue Bonds. Series �j 1992 (the "Series 1992 Bonds"). l� B. The County has determined that it has sufficient available funds, together with funds on deposit in the funds and accounts securing the Series 1992 Bonds to use to def"ease all of the outstanding Series 1992 Bonds and to pay tine costs of such dcfeasancc. 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 casts associated therewith. SECTION A. APPROVAL OFTI IE ESCROW DEPOSIT AGREEMENT. The Escrow Deposit Agreement in substantially the form attached hereto as Exhibit B is hereby approved and the Chairman cir 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. STATE OF FLORIDA ;"DIAN RIVER COUNTY ,;IS IS T^ `:?.;FY 114AT THIS IS 7 _::?Y OF THIS .:FFICL. v 0N. CLERK C. DATE b -00 40 40 40 rPj RESOLUTION N0. 2000-086 SECTION 5. APPOINTMENT OF THE ESCROW I ]OLDER. The County ]'mance Director is hereby authorized to select and appoint the entity to serve as Escrow bolder under the Escrow Deposit Agreement. SECTION 6. GENERAL AUTIMITY. The Chairman or Vice -Chairman, the County Administrator, the County Attorney. the Clerk and any other proper officials of the County are hereby authonzed 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 tate full, punctual and complete perfotanance 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. [f 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 late, but not expressly prohibited or against public policy, or shall ror any reason whatsoever be held invalid, then such covenants, agreements or provisions shalhbc null and void and ihal[ he deemed se,p„vahle faint the remainin, CO%cn:rnrs. k%!TX atrrnts Or I+nit i..<i.ur+.uM 1h.111 Irl ua %%J% effect the validity of the other provisions hereoror of the Bonds. SECTION 9. EFFECTIVE DATE, This Resolution shall he cffective immediately upon its adoption, RESOLUTION NO. 2000-086 Adopted thisi 5th day of August 2000. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: qz!,qanL-- 18 QkA6:!-'t0 Fran B. Adams As: Chairinan Attest: APPROVED AS TO FORM AND LEGAL SUFFICIENCY Couf4y Auckney 3