HomeMy WebLinkAbout1995 09 29 - Escrow Depost AgreementBarnett Plaza
Suite 1265
101 Fast Kennedy Boul mrd
Tampa, Florida 33602
(813)273-8871
FAX: (813) 223-2705
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(90/)222-8811
FAX: (904)224-1544
(901)224-0011
September 29, 1995
TO: See Distribution List
FROM: Robert C. Reid
x 5825 Glenridge Drnre
Ov , *)' Building 3
'e,Suite 101
Atlanta, Georgia 30328
Girl `.� (404) 705-8433
FAX: (404) 705-8437
RE: Escrow Deposit Agreement for City of Sebastian, Florida
Enclosed, please find an executed Escrow Deposit Agreement and
Bond Counsel Defeasance Opinion. Copies of the final verification
report will be delivered under seperate cover.
INDIAN RIVER COUNTY, FLORIDA
Acquisition of City of Sebastian, Florida
Water and Sewer System
Distribution List
INDIAN RIVER COUNTY
BM&O #2693
INDIAN RIVER COUNTY
1840 25th Street Tel: 407/567-8000
Vero Beach, Florida 32960
Joseph A. J. Baird, Director
Office of Management and Budget Fax: 407/778-9391
Charles P. Vitunac, Esquire Fax: 407/770-5095
COUNTY'S BOND COUNSEL
BRYANT, MILLER & OLIVE, PA. Tel: 904/222-8611
201 South Monroe Street, Suite 500 Fax: 904/2241544
Tallahassee, Florida 32301 or: 904/2240044
Robert C. Reid, Esq.
CK�II �— t •
FISHKIND & ASSOCIATES
12424 Research Parkway
Suite 275
Orlando, Florida 32826
Arthur H. Diamond Tel: 407/382-3256
Fa)c 407/382-3254
CITY OF SEBASTIAN
CITY OF SEBASTIAN
1225 Main Street
Sebastian, Florida 32958
Joel Koford, City Manager Tel: 407/589-5330
Fax: 407/589-5577
Clifton A. McClelland, Esquire Tel: 407/9842700
700 S. Babcock Street, Suite 400 Fax: 407/723-4092
Melbourne, Florida 32901
EK "ki-YITIN X41611W&I f1
NABORS, GIBLIN & NICKERSON, PA.
315 South Calhoun Street, Suite 800
Tallahassee, Florida 32301
Mark Mustian, Esquire Tel: 904/2244070
Fax: 904/224-4073
WILLIAM R. HOUGH & CO. Tel: 813/895-8857
100 Second Avenue South Fax: 813/895-8802
Suite 800
St. Petersburg, Florida 33701
Edwin M. Bulleit
MBIA
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
113 King Street
Armonk, New York 10504
Maria Shkreli Tel: 914/765-3797
Fax: 914/765-3799
The Bank of New York Trust
Company of Florida, NA.
Towermarc Plaza
10161 Centurion Parkway, 3rd Floor
Jacksonville, Florida 32256
Deborah Smith Tel: 904/645-1962
Fax: 904/645-1930
ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT, dated as of September 29, 1995,
by and among the CITY OF SEBASTIAN, FLORIDA, a municipal
corporation of the State of Florida (the "City"), INDIAN RIVER
COUNTY, FLORIDA, a political subdivision of the State of Florida
(the "County") and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA,
N.A., a national banking association organized under the laws of
the United States of America, as Escrow Holder (the "Escrow
Holder");
W I T N E S S E T H:
WHEREAS, the City has previously authorized and issued
obligations of the City as hereinafter set forth defined as the
"Defeased Bonds", the proceeds of which were used to finance the
acquisition and/or construction of certain improvements to the
City's combined utility system (the "System"); and
WHEREAS, the City now desires to transfer and sell the System
to the County pursuant to the provisions of an Interlocal Agreement
between the City and the County (the "Acquisition Agreement"); and
WHEREAS, pursuant to the Acquisition Agreement, the City and
the County have agreed that the purchase price to be paid by the
County for the System (the "Acquisition Price") will be the amount
necessary to provide for the defeasance of the Defeased Bonds; and
WHEREAS, the amount of the Aggregate Debt Service (as
hereinafter defined) for such Defeased Bonds is set forth on
Schedule A; and
WHEREAS, the City has agreed to provide for payment of the
Aggregate Debt Service of the Defeased Bonds by depositing with the
Escrow Holder pursuant to the provisions hereof and of the
Acquisition Agreement, cash and Federal Securities provided by the
County, the principal of and interest on which will be at least
equal to such Aggregate Debt Service; and
WHEREAS, the City and the County have determined that the
amount to be on deposit from time to time in the Escrow Account, as
defined herein, will be sufficient to pay the Aggregate Debt
Service;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the City, the County and the Escrow
Holder agree as follows:
Section 1. Definitions. As used herein, the following terms
mean:
(a) "Aggregate Debt Service" means, as of any date, the sum
of all present and future Annual Debt Service payments then
remaining unpaid with respect to the Defeased Bonds.
(b) "Agreement" means this Escrow Deposit Agreement.
(c) "Annual Debt Service" means, in any year, the principal
of and interest on the Defeased Bonds coming due in such year as
shown on Schedule A attached hereto.
(d) "Call Date" shall have the meaning set forth in the
Redemption Resolution.
(e) "City" means the City of Sebastian, Florida.
(f) "City Resolution" means Resolution No. 95-55, duly
adopted by the governing body of the City on September 20, 1995, as
amended and supplemented from time to time, authorizing the
Acquisition Agreement and the defeasance of the Defeasance Bonds
pursuant thereto.
(g) "County" means Indian River County, Florida.
(h) "County Resolution" means Resolution No. 95-102, duly
adopted by the governing body of the County on September 12, 1995,
as amended and supplemented from time to time, authorizing the
Acquisition Agreement and the purchase of the System pursuant
thereto.
(i) "Defeased Bonds" means the City of Sebastian, Florida,
Utilities System Revenue Bonds, Series 1993, as described in
Schedule A attached hereto.
(j) "Escrow Account" means the account established and held
by the Escrow Holder pursuant to this Agreement, in which cash and
investments will be held for payment of the Defeased Bonds and the
Expenses.
(k) "Escrow Holder" means The Bank of New York Trust Company
of Florida, N.A.
(1) "Escrow Requirement" means, as of any date of calcula-
tion, the sum of an amount in cash and principal amount of Federal
Securities in the Escrow Account which, together with the interest
due on the Federal Securities, will be sufficient to pay, as the
installments thereof become due, the Aggregate Debt Service and to
pay when due all Expenses then unpaid.
(m) "Expenses" means the expenses (including contractual
obligations incurred with respect to the Defeased Bonds) set forth
on Schedule B attached hereto and hereby made a part hereof.
`a
(n) "Federal Securities" means direct obligations of the
United States of America and obligations the principal of or
interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the obligor.
(o) "Paying Agent" shall mean (1) with respect to the Bonds,
The Bank of New York (formerly known as Barnett Banks Trust
Company, N.A.), Jacksonville, Florida.
Section 2. Deposit of Funds. The City hereby deposits
$5,068,152.67 with the Escrow Holder in immediately available
funds, to be held in irrevocable escrow by the Escrow Holder and
applied solely as provided in this Agreement. The City represents
that:
(a) Such funds are all derived as follows:
(1) $4,131,031.92 from the Acquisition Price provided by
the County,
(2) $128,741.25 transferred from the sinking funds held
for the payment of the Defeased Bonds,
(3) $353,847.50 transferred from the reserve fund held
for the Defeased Bonds, and
(4) $454,532 transferred from the Construction Fund held
for the Defeased Bonds and remaining unspent as of the date
hereof.
(b) Such funds, when applied pursuant to Section 3 below,
will at least equal the Escrow Requirement as of the date hereof.
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 in irrevocable escrow during the term
of this Agreement,
(b) to deposit the sum of $122.43 from such sum in cash in
the Escrow Account,
(c) to immediately invest $5,047,430.24 of such funds by the
purchase of the Federal Securities set forth on Schedule C attached
hereto,
(d) to pay to the Escrow Holder its one time upfront fee of
$20,600.00, and
3
(e) to deposit in the Escrow Account, as received, the
receipts of maturing principal of and interest on the Federal
Securities in the Escrow Account.
(f) 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 Defeased Bonds and Expenses.
(a) Defeased Bonds. On each interest payment date for the
Defeased Bonds, the Escrow Holder shall pay to the Paying Agent for
the Defeased Bonds, solely from the cash on hand in the Escrow
Account, a sum sufficient to pay that portion of the Annual Debt
Service for the Defeased Bonds coming due on such date, as shown on
Schedule A.
(b) Expenses. On each of the due dates as shown on
Schedule B, the Escrow Holder shall, solely from the cash on hand
in the Escrow Account, pay the portion of the Expenses coming due
on such date to the appropriate payee or payees designated on
Schedule B and designated by separate certificate of the City.
(c) Surplus. On each interest payment date for the Defeased
Bonds, after making the payments from the Escrow Account described
in Subsections 4(a) and (b), the Escrow Holder shall, at the
written request of the County, pay to the County any remaining cash
in the Escrow Account in excess of the Escrow Requirement as
designated in such written request, to be used for any lawful
purpose of the County.
(d) Priority of Payments. The holders of the Defeased Bonds
shall have an express first lien on the funds and Federal Securi-
ties in the Escrow Account until such funds and Federal Securities
are used and applied as provided in this Agreement. If the cash on
hand in the Escrow Account is ever insufficient to make the
payments required under Subsection 4(a), all of the payments
required under Subsection 4(a) shall be made when due before any
payments shall be made under Subsections 4(b) or 4(c).
Section 5. Reinvestment.
(a) Except as provided in Section 3 hereof, 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 other-
wise dispose of or make substitutions of the Federal Securities
held hereunder.
(b) At the written direction of the County and upon
compliance with the conditions hereinafter stated, the Escrow
Holder shall sell, transfer, otherwise dispose of or request the
redemption of any of the Federal Securities acquired hereunder and
shall either apply the proceeds thereof to the full discharge and
4
satisfaction of the Defeased Bonds or substitute other Federal
Securities for such Federal Securities. The County will not direct
the Escrow Holder to exercise any of the powers described in the
preceding sentence in any manner which would cause any Bonds to be
"arbitrage bonds" within the meaning of the Internal Revenue Code
of 1986, as amended, and the Regulations thereunder. The trans-
actions may be effected only if (i) an independent certified public
accountant shall certify that the cash and principal amount of
Federal Securities remaining on hand after the transactions are
completed, together with the interest due thereon, will be not less
than the Escrow Requirement, and (ii) the Escrow Holder shall
receive an unqualified opinion from a nationally recognized bond
counsel or tax counsel to the effect that such transactions will
not cause such Bonds to be "arbitrage bonds" within the meaning of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder in effect on the date of the transactions and applicable
to obligations issued on such date.
Section 6. No Redemption or Acceleration of Maturity. Except
as provided in the City Resolution, the City will not accelerate
the maturity or due date of the Defeased Bonds. The Escrow Holder
agrees to call the Defeased Bonds for redemption in accordance with
the provisions of the City Resolution and the resolutions
authorizing their issuance, copies of which have been provided to
the Escrow Holder.
The Escrow Holder agrees to (a) select, by lot, the Defeased
Bonds to be called for mandatory redemption in each of the years
identified on Schedule A, (b) provide a copy of such notice to the
Paying Agent for the Defeased Bonds, and (c) mail a notice of such
redemption to all registered owners of obligations to be redeemed
at their addresses as they appear on the registration books kept by
the Paying Agent for the Defeased Bonds.
Section 7. 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 under the terms hereof, the
retention of the Federal Securities or the proceeds thereof or any
payment, transfer or other application of money or securities by
the Escrow Holder in any non -negligent act, non -negligent omission
or non -negligent error of the Escrow Holder made in good faith in
the conduct of its duties. The Escrow Holder shall, however, be
liable to the City for its negligent or willful acts, omissions or
errors which violate or fail to comply with the terms of this
Agreement. The duties and obligations of the Escrow Holder shall
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 City, and in reliance upon the opinion of such
9
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
City. The Escrow Holder shall be under no duty to make any
investigation or inquiry as to any statement contained or matters
referred to in such certificate.
Section 8. 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 City
and the County and published once in a daily newspaper of general
circulation or a financial journal published in the Borough of
Manhattan, City and State of New York, not less than sixty (60)
days before such resignation shall take effect. Such resignation
shall take effect immediately upon the appointment of a new Escrow
Holder hereunder, if such new Escrow Holder shall be appointed
before the time limited by such notice and shall then accept the
duties and obligations thereof.
Section 9. 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 per centum (51%) in aggregate
principal amount of each issue of Defeased Bonds then outstanding,
such instruments to be filed with the City and the County, and
notice in writing given by such holders to the original purchaser
or purchasers of the Defeased Bonds not less than sixty (60) days
before such removal is to take effect as stated in such instrument
or instruments. A photographic copy of any instrument filed with
the City under the provisions of this paragraph shall be delivered
by the City to the Escrow Holder and the County.
(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 the City, by the County or by the holders of not
less than twenty-five per centum (25%) in aggregate principal
amount of the Defeased Bonds then outstanding.
Section 10. Successor Escrow Holder.
(a) Any corporation into which the Escrow Holder, or any
successor to it in the trusts created by this Agreement, may be
merged or converted or with which it or any successor to it may be
consolidated, or any corporation resulting from any merger,
conversion, consolidation, reorganization or sale of its corporate
0
trust business to which the Escrow Holder or any successor to it
shall be a party shall, if satisfactory to the City and the County,
be the successor Escrow Holder under this Agreement without the
execution or filing of any paper or any other act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
(b) 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 City, with the consent of the County, shall appoint an Escrow
Holder to fill such vacancy within fifteen days of the occurrence
of such vacancy. The City shall publish notice of any such
appointment at least once in a newspaper of general circulation
published in the territorial limits of the City and in a daily
newspaper of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York, and,
before the second publication of such notice shall mail a copy
thereof to the registered holders of the Defeased Bonds.
(c) At any time within sixty (60) days after such vacancy
shall have occurred, the holders of a majority in principal amount
of each issue of Defeased Bonds then outstanding, by an instrument
or concurrent instruments in writing, executed by all such
bondholders and filed with the governing body of the City, may
appoint a successor Escrow Holder, which shall supersede any Escrow
Holder theretofore appointed by the City. Photographic copies of
each such instrument shall be delivered promptly by the City, to
the predecessor Escrow Holder, to the Escrow Holder so appointed by
the bondholders and to the County.
(d) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this section, the
County, 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.
SECTION 11. Payment to Escrow Holder. In consideration of
the services rendered by the Escrow Holder under this Agreement,
the City agrees to and shall pay to the Escrow Holder the fees as
shown on the attached Schedule D and all expenses, charges,
attorney fees and other disbursements incurred by it or its
attorneys, agents, and employees in and about the performance of
its powers and duties as Escrow Holder. The Escrow Holder shall
have no lien whatsoever upon any of the Federal Securities or the
cash in said Escrow Fund for the payment of such proper fees and
expenses. The City further agrees to indemnify and save the Escrow
7
Holder, its agents and employees harmless, to the extent allowed by
law, against any liabilities, obligations, losses, damages,
penalties, claims, actions, suits, costs, expenses and
disbursements of whatever kind or nature, including, without
limitation, reasonable fees and costs, which it may incur in the
exercise and performance of its powers and duties hereunder, and
which are not due to its negligence or willful misconduct.
Indemnification provided under this section shall survive the
termination of this Agreement.
The Escrow Holder shall not be liable for any loss resulting
from any investment made pursuant to the terms and provisions of
this Agreement. The Escrow Holder shall not be liable for the
accuracy of the calculations as to the sufficiency of moneys and of
the principal amount of the Federal Securities and the earnings
thereon to pay the Defeased Bonds. So long as the Escrow Holder
applies any moneys, the Federal Securities and securities purchased
hereunder and the interest earnings therefrom to pay the Defeased
Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Holder shall not be liable for any
deficiencies in the amounts necessary to pay the Defeased Bonds
caused by such calculations.
Section 12. 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, and all amounts held by the Escrow
Holder hereunder have been applied in accordance herewith.
Section 13. Severability. If any one or more of the cove-
nants or agreements provided in this Agreement on the part of the
City or the Escrow Holder to be performed should be determined by
a court of competent jurisdiction to be contrary to law, such
covenant or agreements herein contained shall be null and void and
shall be severed from the remaining covenants and agreements and
shall in no way affect the validity of the remaining provisions of
this Agreement.
SECTION 14. Amendments to this Agreement. This Agreement is
made for the benefit of the City, the County and the holders from
time to time of the Defeased 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, the County and
the City; provided, however, that the City, the County 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;
8
(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 rely
exclusively upon an opinion of nationally recognized attorneys on
the subject of municipal bonds acceptable to the City and the
County 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/Refunded Bonds, 99 Church Street, New York, New
York 10007.
SECTION 15. Notices. Any notice, authorization, request or
demand required or permitted to be given in accordance with the
terms of this Agreement shall be in writing and sent by registered
or certified mail addressed to:
The Bank of New York
Trust Company of Florida, N.A.
Towermarc Plaza
10161 Centurion Parkway
Jacksonville, Florida 32256
Attention:
City of Sebastian, Florida
1225 Main Street
Sebastian, Florida 32958
Attention:
Indian River County, Florida
1840 25th Street
Vero Beach, Florida 32960
Attention:
Section 16. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
purposes as duplicate originals 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.
E
Section 18. Security for Accounts and Funds. All accounts
and funds maintained or held pursuant to this Agreement shall be
continuously secured in the same manner as other deposits of
municipal funds are required to be secured by the laws of Florida.
Section 19. Notice of Defeasance. The Escrow Holder agrees to
provide a copy of the notice of defeasance, in substantially the form
attached to the Redemption Resolution as Exhibit A, to Depository
Trust Company of New York, New York, and to one or more national
information services that disseminate notices of defeasance of
obligations such as the Defeased Bonds.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers and their official
seals to be hereunto affixed and attested as of the date first above
written.
(SEAL)
ATTEST.
City C1 rk
S-1
CITY O��_UMASTIAN, FLORID
Mayor
(SEAL)
W
S-2
INDIAN RIVER COUNTY, FLORIDA
By: /f—"
Chairman Kenneth R. Macht
APPftO'.'=D
AND LEGAL
Charlet P. Vitunac
County Aeorney
ATTEST:
Title: Trust Administrator
S-3
THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A., as
Escrow Holder
Title: Assist�arit Treasurer
SCHEDULE A
TOTAL DEBT SERVICE
[Schedules Attached]
09/28/95 12:50 (3`8138958802 W R HOUGH SPG ig U11
THE CITY OF SEBASTIAN, FLORIDA
UTILITIES STSTEN REVENUE BONDS, SERIES 1993
SCHEDULE OF OUTSTANDING DEBT SERVICE
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL
10/
1/95
4/
1/96
10/
1/96
50,000.00
4/
1/97
10/
1/97
75,000.00
4/
1/98
10/
1/98
100,000.00
4/
1/99
10/
1199
100,000.00
4/
1/ 0
10/
1/ 0
105,000.00
4/1/1
10/
1/ 1
110,000.00
4/
1/ 2
10/
1/ 2
t15,000.00
4/
1/ 3
101
1/ 3
120,000.0C
4/
1/ 4
10/
1/ 4
125,000.0C
4/
1/ 5
101
1/ 5
130,000.0[
4/
1/ 6
10/
1/ 6
135,000.00
4/
1/ 7
10/
1/ 7
145,000.00
4/
1/ 8
10/
1/ 8
150,000.0C
4/
11 9
10/
1/ 9
160,000.00
4/
1/10
101
1/10
170,000.00
4/
1/11
10/
1/11
175,000.00
4/
1/12
10/
1112
185,000.00
4/
1113
10/
1/13
195,000.0c
4/
1/14
10/
1/14
205,000.00
4/
1/15
101
1/15
220,000_00
4/
1/16
101
1/16
230,000.00
4/
1117
101
1/17
240,000.00
4/
1/18
10/
1/18
255,000.00
4/
1/19
10/
1/19
270,000.00
4/
1/20
10/
1/20
285,000.00
4/
1121
10/
1/21
300,000.00
4/
1/22
10/
1/22
315,000.00
4/
1/23
COUPON
3.400000
3.600000
3.700000
3.900000
4.000000
4.200000
4.300000
4.450000
4.600000
4.750000
4.900000
5.000000
5.400000
5.400000
5.400000
5.400000
5.400000
5.400000
5.450000
5.450000
5,450000
5.450000
5.450000
5.00000
5.450000
5.450000
5.450000
10/ 1/23 335,000.00 5.45OD00
--------------
5,000,000.00
ACCRUED
5,000,000.00
INTEREST PERIOD TOTAL
128,741.25 128,741.25
128,741.25 129,741.25
126,741.25 178,741.25
127,891.25 127,891.25
127,991.25 202,891.25
126,541.25 126,541.25
126,541.25 226,541.25
124,691.25 124,691.25
124,691.25 224,691_25
122,741.25 122,741.25
122,741.25 227,741.25
120,641.25 120,641.25
120,641.25 230,641.25
118,331.25 118,331.25
118,331.25 233,331.25
115,858.75 115,858.75
115,858.75 235,858.75
113,188.75 113,188.75
113,188.75 238,198.75
110,313.75 110,313.75
110,313.75 240,313.75
107,226.25 107,226.25
107,226.25 242,226.25
103,918-75 103,918.75
103,918.75 248.918.75
100,293.75 100,293.75
100,293.75 250,293.75
96,243.15 96,243.75
96,243.75 256,243.75
91,923.75 91,923-75
91,923.75 261,923.75
87,333.75 87,333.75
87,333.75 262,333.75
82,608.75 82,608.75
82,608.75 267,608.75
77,613.75 T7,613.75
77,613.75 272,613.75
72,348.75 72,348.75
72,34a.75 277,348.75
66,762.50 66,762.50
66,762_50 286,762.50
60,767.50 60,767.50
60,767.50 2.90,767.50
54,500.00 54,500.00
54,500.00 294,500.00
47,960.00 47,960.00
47,960.00 302,960.00
41,011.25 41,011.25
41,011.25 311,011.25
33,653.75 33,653.75
33,653.75 318,653.75
25,887.50 25,887.50
25,887.50 325,8117.50
17,712.50 17,712_50
17,712.50 332,712.50
9,128.75 9,128.75
9,128.75 344,128_75
4,900,411.25 9,900,411.25
127,310.79 127,310.79
4,773,100.46 9,773,100.46
Dated 4/ 1/95 with OeliverY of 9/29/95
Band Years 91,755.000
Average Coupon 5.340757
Average Life 18.351000
N I C X 5.340757 X Laing 100.0000000
T I C X 5.311537 % From Detivery Date
FISCAL TOTAL
--------------
128,741.25
307,482.50
330,782.50
353,082.50
349,382.50
350,482-50
351,282.50
351,662.50
351,717.50
351,377.50
350,627.50
349,452.50
352,837.50
350,587.50
352,487.50
353,847.50
349,667.50
350,217-50
350,227.50
349,697.50
353,525.00
351,535.00
349,000.00
350,920.00
352,022.50
352,307.50
351,775.00
350,425.00
353,257.50
SCHEDULE B
EXPENSES
NONE
SCHEDULE C
FEDERAL SECURITIES FOR INVESTMENT
(Schedules Attached)
09/28/95 12:47 $8138956802 W k f1UL6d aYh +�Uv-
THE CITY OF SEBASTIAN, FLORIDA
UTILITIES SYSTEM REVENUE BONDS, SERIES 1993
SCHEDULE OF ESCROW REQUIREMENTS FOR 1993 BONDS (ETM u/O% ROLL
COST OF CANDIDATES FOR ESCROW PORTFOLIO
DELIVERY DATE: 9/29/95
SUMMARY INFORMATION -----------
:scrow Cost ...............................
Beginning Cash 122.43
Cost of Securities 5,047,430.24
Total Cost of Escrow 5,047,552.67
Escrow Candidates
Weighted Bond Tears 46,664.717
Usighted Average Life 9.319596
Yield 6.7138474599 %
Adjusted Yicld 5.4899512150 %
ticro-Muni Refund Date: 09-27-1995 a 13:15:44 Filename: SEBAST Kay: 93ESCROW
MATURITY
PAR
ACCRUED
TOTAL
TYPE
0 A T E
AMOUNT
COUPON
YIELD
---------
PRICE
---------- ----------------
COST
----------------
INTEREST
---------------.
COST
--------
F -NOTES
---------------------
9/30/95
89,000
---------
3.875000
5.000000
99.996000
88,996.44
1,714.95
90,711.39
r -MOTES
3/31/96
90,000
7.750000
5.611000
101.045000
90,940.50
3,468.44
94,408.94
r -MOTES
9/301%
143,000
6.500000
5.746000
100.724000
164,035.32
4,622.10
148,657.42
r -NOTES
3/31/97
97,000
6.875000
5.812000
101.508000
98,462.76
3,316.15
101,778.91
r-NOTE2
9/30/97
176,000
5.500000
5.895000
99.263000
174,702.89
4,813.55
179,516.43
T -MOTES
3/31/98
104,000
5.124000
5.970000
98.062000
101,984.40
2,650.44
104,634.92
r•NOTES
9/30/98
207,000
4.750000
6.000000
96.611000
199,984.77
4,889.39
204,874.16
f -NOTES
3/31/99
110,000
5.875000
6.040000
99.485000
109,433.50
3,213.59
112,647.09
T -NOTES
9/30/99
213,000
7.125000
6.104000
103.577000
220,619.01
7,546.66
228,165.67
T -NOTES
3/31/ 0
118,000
6.875000
6.120000
102.932000
121,459.76
4,034.08
125,493.84
STRIPS
8/15/ 0
228,000
0_000000
6.160000
74,383000
169,593.24
0.00
169,593.24
STRIPS
2/15/ 1
121,000
0.000000
6.180000
72.085000
87,222.85
0.00
87,222.85
STRIPS
8/15/ 1
230,000
0.000000
6.230000
69.726000
160,369.80
0.00
160,369.80
STRIPS
2/15/ 2
119,000
0.000000
6.220000
67.661000
80,516.59
0.00
00,516.59
STRIPS
8/15/ 2
233,000
0.000000
6.260000
65.446000
152,489.18
0.00
152,489.18
STRIPS
2/15/ 3
116,000
0.000000
6-310000
63.233000
73,350.28
0.00
73,350.28
;TRIPS
8/15/ 3
236,000
0.000000
6.360000
61.065000
144,113.40
0.00
144,113.40
STRIPS
2115/ 4
113,000
0.000000
6.400000
58.991000
66,659.83
0.00
66,659.83
STRIPS
8115/ 4
238,000
0.000000
6.440000
56.966000
135,579.08
0.00
135,579.08
STRIPS
2/15/ 5
110,000
0.000000
6.480000
54.988000
60,486.80
0.00
60,486.80
STRIPS
8/15/ 5
241,000
0.000000
6.500000
53.161000
128,118.01
0.00
128,118.01
STRIPS
2115/ 6
107,000
0.000000
6.540000
51.281000
54,870.67
0.00
$4,870.67
STRIPS
8/15/ 6
242,000
0.000000
6.560000
49.553000
119,918.26
0.00
119,918.26
iTRIPS
2115/ 7
104,000
0.000000
6.600000
47.768000
49,678.72
0.00
49,678.72
STRIPS
8/15/ 7
249,000
0.000000
6.630000
46.083000
114,746.67
0.00
114.746.67
STRIPS
2/15/ 8
100,000
0.000000
6-660000
f/ -"f
44,444.00
0.00
44,444.00
STRIPS
8/15/ 8
251,000
0.000000
6.680000
42.905000
107,691.55
0.00
107,691.55
STRIPS
2/15/ 9
96,000
0.000000
6.730000
41.250000
39,600.00
0.00
39,600.00
;TRIPS
S/1S/ 9
256,000
0-000000
6-750000
39.800000
101,888.00
0.00
101,888.00
STRIPS
2/15/10
92,OOD
0.000000
6.760000
30.447000
35,371.24
0.00
35,371.24
STRIPS
8/15/10
262,000
0.000000
6.800000
36.97711DO
96,879.74
0.00
96.879.74
IEFCORP
10/15/10
4,564,000
0.000000
6-950000
35.779000
1,632,953.56
--------------
0.00
--------------
1,632,953.56
..............
SUBTOTAL
.............
9,655,000
5,007,160.89
40,269.35
5,047,430.24
SUMMARY INFORMATION -----------
:scrow Cost ...............................
Beginning Cash 122.43
Cost of Securities 5,047,430.24
Total Cost of Escrow 5,047,552.67
Escrow Candidates
Weighted Bond Tears 46,664.717
Usighted Average Life 9.319596
Yield 6.7138474599 %
Adjusted Yicld 5.4899512150 %
ticro-Muni Refund Date: 09-27-1995 a 13:15:44 Filename: SEBAST Kay: 93ESCROW
SCHEDULE D
FEES OF ESCROW HOLDER
The Escrow Holder shall be entitled to a one time upfront
fee of $20,600 (for the 30 years of the escrow), payable upon the
funding of the escrow.
Barnett Plaza
Suite 1265
101 East Kennedy Boulevard
Tampa, Florida 33602
(813)273-8877
FAX: (813)223-2785
LAW OFFICES
BRYANT, MILLER AND OLIVE, P.A.
201 South Monroe Street
Suite 500
Tallahassee, Florida 32301
(804)222-8811
FAX: (804) 224-1544
(804)224-0044
September 29, 1995
Board of County Commissioners of
Indian River County, Florida
Vero Beach, Florida
City Commission of
City of Sebastian, Florida
Sebastian, Florida
MBIA Insurance Corporation
Armonk, New York
RE: City of Sebastian, Florida
Utilities System Revenue Bonds, Series 1993
Ladies and Gentlemen:
5825 Glenridge Drive
Building 3
Suite 101
Atlanta, Georgia 30328
(404)705-8433
FAX: (404) 705-8437
We have served as bond counsel in connection with the
defeasance of the City of Sebastian, Florida Utilities System
Revenue Bonds, Series 1993 (the "Def eased Bonds"), which are being
defeased in connection with the acquisition by Indian River County,
Florida (the "County") of the utility system of the City of
Sebastian (the "City") pursuant to an interlocal agreement between
the City and County dated as of September 20, 1995 (the
"Acquisition Agreement"). Funds to def ease the Def eased Bonds are
being deposited and held pursuant to the Escrow Deposit Agreement
(the "Escrow Deposit Agreement") dated as of September 29, 1995, by
and among the City, the County and The Bank of New York Trust
Company of Florida, N.A., as Escrow Holder.
We are of the opinion that the holders of the Defeased Bonds
have no further pledge of and lien on the Pledged Funds under the
resolution authorizing the issuance of such Bonds, other than the
right to receive payment from the special fund created for such
purpose pursuant to the Escrow Deposit Agreement. In rendering
this opinion we have relied on the report prepared by McGladrey &
Pullen, verifying the arithmetical accuracy of certain
computations, and have assumed the enforceability of the Escrow
Deposit Agreement. As used herein, the term "Pledged Funds" shall
have the meaning set forth in the resolution authorizing the
issuance of the Defeased Bonds.
Very truly yours,
BRYANT, MILLER
'AND OLIVE, P.A.