93-26 v 1
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RESOLUTION NO. 93-26 •
A RESOLUTION OF THE 'CITY OF ATLANTIC BEACH,
FLORIDA,AUTHORIZING THE ISSUANCE OF THE CITY'S
WATER AND SEWER REVENUE NOTE, IN A PRINCIPAL
AMOUNT NOT TO EXCEED $10,000,000, TO BARNETT
BANK OF JACKSONVILLE, N.A. BY NEGOTIATED SALE
TO REFINANCE EXISTING INDEBTEDNESS OF THE CITY
IN RESPECT OF ITS WATER AND SEWER UTILITY
SYSTEM, TO PAY THE COSTS OF CERTAIN
IMPROVEMENTS TO SUCH SYSTEM, AND TO PAY THE
COSTS OF ISSUANCE; PLEDGING THE NET REVENUES
OF THE CITY'S WATER AND SEWER UTILITY SYSTEM TO
SECURE PAYMENT OF THE NOTE; CREATING A DEBT
SERVICE RESERVE FUND FOR THE BENEFIT OF THE
NOTEHOLDER; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE
NOTEHOLDER; AUTHORIZING THE EXECUTION AND
DELIVERY OF LOAN DOCUMENTS; AUTHORIZING THE
DEFEASANCE OF THE CITY'S $900,000 OAK HARBOR
WATER AND SEWER DISTRICT BONDS; AUTHORIZING
THE DEFEASANCE OF THE CITY $2,800,000 BUCCANEER
WATER AND SEWER DISTRICT BONDS; AUTHORIZING
THE DEFEASANCE OF THE CITY'S $1,500,000 LOAN
UNDER STATE OF FLORIDA WATER POLLUTION
CONTROL BONDS,SERIES"Q";AUTHORIZING FURTHER
OFFICIAL ACTION IN CONNECTION WITH THE NOTE;
AND PROVIDING AN EFFECTIVE DATE.
RECITALS:
WHEREAS, by pursuant to Resolution No. 93-24, adopted by the City Commission
(the "City Commission") of the City of Atlantic Beach, Florida (the "City") on June 14, 1993
(as modified, amended or supplemented from time to time, the "Approving Resolution"),
the City approved the program of water and sewer utility system improvements described
in Exhibit A hereto (the "Improvements"); and
WHEREAS, pursuant to the Approving Resolution, the City approved the credit
facilities to be provided by Barnett Bank of Jacksonville, N.A. (the "Bank") described in the
Bank's Commitment Letter (as defined in the Approving Resolution) issued in response to
the City's Request for Proposals, to provide financing for a portion of the Improvements,
to refinance certain existing indebtedness of the City in respect of its water and sewer utility
system (the "Utility System") and to pay certain costs of the credit facilities; and
WHEREAS, pursuant to the Approving Resolution, the City directed the City
Manager and the City Finance Director to negotiate final credit facility documents,with the
assistance and advice of the City Attorney and Foley& Lardner, special counsel to the City
("Special Counsel"); and
WHEREAS, the City Manager, City Finance Director, City Attorney and Special
Counsel have negotiated with the Bank the form of final credit documents, including certain
provisions of this Resolution and the Loan Agreement, the $10,000,000 Utility System
Revenue Note, the Waiver of Jury Trial and the (form of) Escrow Agreement attached
hereto as Exhibits B-E, which have been presented to and reviewed by the City
Commissioners; and
WHEREAS, the City Commissioners have determined that it is the best interest of
the City to execute and deliver such loan documents, including issuing the Note, and to
obtain the credit facilities from the Bank on the terms and conditions set forth herein and
in such loan documents.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF ATLANTIC BEACH, FLORIDA:
ARTICLE I
GENERAL
Section 1.01. Authority for Resolution. This Resolution is adopted pursuant to
Chapter 166 of Florida Statutes (as amended, the "Act"), the Florida Constitution and other
applicable laws of the State of Florida, and all matters set forth herein and the actions to
be taken hereunder comply in all respects with the City's Charter.
Section 1.02. Definitions. When used in this Resolution (as amended, modified
or supplemented from time to time with the consent of the Noteholder, this "Resolution"),
the following terms shall have the following meanings, unless the context clearly otherwise
requires:
"Additional Non-Parity Indebtedness" shall mean obligations of the City
issued at any time and payable, in part or in whole, from revenues of the Utility
System which obligations are either (i) secured by a lien on the Pledged Revenues
which is inferior to the lien of the Noteholder in respect of the Note; or (ii) not
secured by a lien on the Pledged Revenues.
"Additional Parity Indebtedness" shall mean obligations of the City issued
at any time which are secured by a lien upon the Pledged Revenues on a parity with
the lien of the Noteholder in respect of the Note.
"Annual Budget" shall mean the annual budget prepared pursuant to the
requirements of Section 5.03 hereof.
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"Authorized Depository"shall mean the State Board of Administration of
the State of Florida or a bank or trust company in the State which is eligible under
the laws of the State to receive funds of the City.
"Authorized Investments" shall mean any of the following which shall be
authorized from time to time by applicable laws of the State for purchase by the City
for the investment of its funds:
(1) Direct obligations of (including obligations issued or held in
book entry form on the books of the Department of the Treasury of the
United States of America and stripped and zero coupon obligations), or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America.
(2) Bonds, debentures or notes or other evidences of indebtedness
payable in cash issued by any one or a combination of any of the
following federal agencies whose obligations represent full faith and credit
of the United States of America: Export Import Bank of the United
States, Federal Financing Bank, Farmers Home Administration, Federal
Housing Administration, Maritime Administration, Public Housing
Authority and Government National Mortgage Association.
(3) Certificates of deposit (i) properly secured at all times by
collateral security described in either or both of paragraphs (1) and (2)
of this definition, or (ii) fully insured by the Federal Deposit Insurance
Corporation and issued by commercial banks, savings and loan
associations or mutual savings banks chartered by the State or the United
States of America.
(4) Units of participation in the Local Government Surplus Funds
Trust Fund established pursuant to Part IV,Chapter 218,Florida Statutes,
as amended, or any similar common trust fund which is established
pursuant to State law as a legal depository of public moneys.
(5) Such other investment vehicles as shall be acceptable to the
Noteholder, as specified in writing by the Noteholder upon the written
request of the City.
"Authorized Officer" for the performance of any act, or the execution of
any instrument, on behalf of the City shall mean any person authorized by resolution
or certificate of the City to perform such act or execute such instrument.
"Bond Counsel" shall mean any attorney at law or firm of attorneys of
nationally recognized standing in matters pertaining to the federal tax exemption of
interest on obligations issued by states and political subdivisions, and duly admitted
to practice law before the highest court or any state of the United States of America.
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"Buccaneer Bonds"shall mean the City's $2,800,000 Buccaneer Water and
Sewer District Revenue Bonds.
"Code" shall mean the United States Internal Revenue Code of 1986, as
the same may be amended from time to time, and the regulations thereunder,
whether proposed, temporary or final promulgated by the Department of the
Treasury, Internal Revenue Service, and all other promulgations of said service
pertaining thereto.
"Consulting Engineers" shall mean one or more qualified and recognized
consulting engineers or firm of consulting engineers having favorable repute,skill and
experience with respect to the planning, construction and operation of water and
sewer utility systems similar to the Utility System, who shall be retained from time
to time by the City and acceptable to the Bank.
"Cost" when used in connection with a Project, shall mean (1) the cost of
physical construction; (2) costs of acquisition of such Project; (3) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (4)
engineering, design, project management, legal and other consultants' fees and
expenses; and (5) any other capital costs properly attributable to the construction or
acquisition of such Project,as determined by generally accepted accounting principles
applicable to municipal water and sewer utility systems.
"Debt Service Requirement"for any period and for any indebtedness,shall
mean the sum of:
(1) The aggregate amount required to pay the interest becoming
due on such indebtedness for such period; provided, however, that for
purposes of this definition, the interest due on any indebtedness which
shall have a variable rate of interest shall be assumed to be the greater
of (a) 115 % of the daily average annual interest rate during the [12]
months ending with the month preceding the date of calculation, or (b)
the actual annual rate of interest applicable to such indebtedness on the
date of calculation; plus
(2) The aggregate amount required to pay the principal
installments becoming due on such indebtedness for such period;
provided, however, that (a) for the purposes of this definition, the term
"principal installments" shall include all required sinking fund or other
required payments or prepayments of principal similar thereto in respect
of such indebtedness, and (b) in the case of any such indebtedness
providing for principal installments which are, for any annual period
during the Term of the Note, less than the amount of principal payments
which would be required in respect thereof to fully amortize the
outstanding principal amount of such indebtedness in substantially
equivalent periodic installments of principal and interest over the term
thereof(the "Minimum Periodic Installment"), "principal installments"for
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any such period shall mean an amount equal to the Minimum Periodic
Installment for such period, and all calculations of"principal installments"
for such indebtedness in subsequent periods shall be accordingly
modified; plus
(3) The amount of any prepayment premium or penalty with
respect to any of such indebtedness which the City has elected to prepay
during any such period.
"Escrow Agreement" shall mean any of the Escrow Agreements to be
executed and delivered by and between the City and the Escrow Holders in respect
of the Prior Bonds, which agreements shall be in substantially the form attached
hereto as Exhibit E.
"Escrow Holder" shall mean (i)with respect to Buccaneer Bonds, Barnett
Banks Trust Company, N.A., (ii) with respect to the Oak Harbor Bonds, Barnet
Banks Trust Company, N.A., and (iii) with respect to the State Pollution Control
Bonds, the State Board of Administration (or as otherwise designated by the Mayor
and the State), each of which shall enter into an Escrow Agreement with the City.
"Escrow Requirement" shall have the meaning assigned thereto in the
Escrow Agreements.
"Federal Securities" shall mean direct obligations of the United States of
America and obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, none of which permit redemption prior
to maturity at the option of the obligor. Federal Securities shall include any
certificates or any other evidences of an ownership interest in the aforementioned
obligations or in specified portions thereof (which may consist of specified portions
of the interest thereon).
"Fiscal Year" shall mean the period commencing on October 1 of each
year and continuing through the next succeeding September 30, or such other period
as may be prescribed by law.
"Governing Body" shall mean the City Commission of the City or its
successor in function.
"Gross Revenue Fund" shall mean the Gross Revenue Fund established
pursuant to Section 4.02 hereof.
"Gross Revenues" shall mean all income and moneys, including
Improvements Impact Fees but excluding Other Impact Fees, received by the City
in the management and operation of the Utility System, calculated in accordance
with generally accepted accounting methods employed in the operation of public
utility systems similar to the Utility System, including, without limiting the
generality of the foregoing, all earnings and income derived from the investment
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of moneys under the provisions of this Resolution which are transferred to the
Revenue Fund as herein provided.
"Impact Fees"shall mean all non-refundable Utility System fees or capital
fees or other similar fees and charges separately imposed by the City upon new
customers of the Utility System and upon the customers of the Buccaneer Utility
District as a capacity charge for a proportionate share of the cost of the acquisition
or construction of water and sewer facilities, which are imposed for the purpose of
allocating to such customers a portion of the cost of the additional Utility System
capacity made necessary by the extension or expected extension of Utility System
services to such new customers.
"Improvements Impact Fees" shall mean all Impact Fees properly
allocable and allocated by the City to the costs of any Project in compliance with all
applicable state and local laws, and which shall be legally available to pay Debt
Service Requirements of the Note.
"Improvements Impact Fees Fund" shall mean the Improvements Impact
Fees Fund established pursuant to Section 4.03 hereof.
"Loan Agreement"shall mean the Loan Agreement between the Bank and
the City, in substantially the form attached hereto as Exhibit B, as amended from
time to time.
"Loan Documents" shall mean this Resolution, the Note, the Loan
Agreement,the Escrow Agreements and all other documents and instruments related
thereto.
"Maximum Reserve Fund Requirement" shall mean $500,000.00.
"Mayor" shall mean the Mayor-Commissioner of the City or such other
person as may be duly authorized by the City to act on his or her behalf.
"Net Revenues" shall mean Gross Revenues less Operating Expenses.
"Note" shall mean the City's$10,000,000 Water and Sewer Revenue Note,
Series 1993, authorized and issued pursuant to this Resolution, as amended,
modified, renewed or replaced from time to time, substantially in the form of Exhibit
C hereto.
"Noteholder" or "Holder" or "holder" shall mean any Person who shall be
the registered owner of the Note (or any replacement therefor) according to the
registration books of the Registrar.
"Oak Harbor Bonds" shall mean the City's $900,000 Oak Harbor Water
and Sewer District Revenue Bonds.
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"Operating Expenses" shall mean the City's expenses for operation,
maintenance and repairs with respect to the Utility System which, under generally
accepted accounting principles applicable to municipal water and sewer systems
similar to the Utility System, would be treated as current operating expenses, and
shall include, without limiting the generality of the foregoing, administration
expenses, insurance premiums, the fees of any rebate compliance service or of Bond
Counsel relating to compliance with the provisions of Section 148 of the Code with
respect to the Note or other indebtedness secured by the Pledged Revenues or any
part thereof, legal expenses, ordinary and current rentals of equipment or other
property, refunds of moneys lawfully due to others, payments to others for disposal
of sewage or other wastes, payments to pension, retirement, health and
hospitalization funds, and any other expenses required to be paid for or with respect
to proper operation or maintenance of the Utility System, but excluding any reserves
for renewals or replacements, for extraordinary repairs or any allowance for the
depreciation, renewal or replacements.
"Other Impact Fees"shall mean all Impact Fees other than Improvements
Impact Fees.
"Person" shall mean an individual, a corporation, a partnership, an
association, a joint stock company, a trust, any unincorporated organization or
governmental entity.
"Pledged Revenues" shall mean the Net Revenues and the Improvements
Impact Fees.
"Pollution Control Bonds" shall mean the $1,500,000 State of Florida
Pollution Control Bonds, Series Q, and/or, as the case may be, the related Loan
Agreement among the State of Florida Department of Environmental Regulation,
the Division of Bond Finance of the State of Florida Department of General Services
and the City.
"Prior Bonds" shall mean each outstanding Oak Harbor Bond, Buccaneer
Bond or Pollution Control Bonds.
"Project" shall mean the design, acquisition, construction, erection,
renovation or reconstruction of each of the Improvements.
"Rate Ordinance" shall mean the City's Ordinance 80-92-51, adopted
November 23, 1992.
"Rates" shall mean the Utility System rates, fees and other charges,
excluding Impact Fees, which have been established by the City for the use of the
services and facilities to be provided by the Utility System.
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"Registrar" shall mean any registrar for the Note appointed by the City
from time to time with the consent of the Noteholder, and shall initially mean the
Bank.
"Reserve Fund Requirement" shall mean an aggregate amount equal to
$41,666.67 commencing July 1, 1993, and increasing by $41,666.67 on each October
1, January 1, April 1 and July 1 thereafter, together with interest earnings thereon
from the investment of funds in the Utility System Debt Service Reserve Fund;
provided that the requirement for funds on deposit in the Utility System Debt Service
Reserve Fund shall not exceed the Maximum Reserve Fund Requirement.
"State" shall mean the State of Florida.
"Utility System" shall mean any and all water production, transmission,
purification and distribution facilities and appurtenant facilities, and all sewage
collection, transmission, treatment and disposal facilities and appurtenant facilities
now owned and operated or hereafter owned and operated by the City,which Utility
System shall also include all of the Improvements.
"Utility System Debt Service Reserve Fund" shall mean the Utility System
Debt Service Reserve Fund established pursuant to Section 4.01 hereof.
"Utility System Restricted Reserve Fund" shall mean the Utility System
Restricted Reserve Fund established pursuant to Section 4.01 hereof.
"Utility System Revenue Fund" shall mean the Utility System Revenue
Fund established pursuant to Section 4.02 hereof.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms,
shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption
of this Resolution; and the term 'hereafter' shall mean after the date of adoption of this
Resolution. Words importing the singular number include the plural number, and vice
versa.
Section 1.03. Resolution to Constitute Contract. The provisions of this
Resolution shall be deemed to be and shall constitute a contract between the City and the
Holder from time to time of the Note. The pledge of the Pledged Revenues and of the
Utility System Debt Service Reserve Fund made in this Resolution and the provisions,
covenants and agreements herein set forth to be performed by or on behalf of the City shall
be for the benefit, protection and security of the Holder from time to time of the Note, all
of which shall be enforceable by the Holder in accordance with their terms.
Section 1.04. Findings. It is hereby ascertained, determined and declared as
follows:
(A) The issuance of the Note herein authorized on a negotiated basis
is in the best financial interest of the City and its inhabitants because, due to market
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conditions, it will permit the refunding of the Prior Bonds, and the financing for the
Improvements at the lowest possible interest rate and best terms available to the
City, as determined by the City's Request for Proposal process related thereto.
(B) The refunding of the Prior Bonds herein authorized is necessary
and in the best financial interest of the City and its inhabitants because it will effect
a reduction in the debt service applicable to indebtedness issued to finance the
Utility System.
(C) The City deems it necessary, desirable and in the best interest of
the City and its inhabitants that the Pledged Revenues and the Utility System Debt
Service Reserve Fund be pledged to the payment of the principal of and interest on
the Note. No part of the Pledged Revenues or Utility System Debt Service Reserve
Fund has been pledged or encumbered in any manner except that the Pledged
Revenues (or portions thereof)are presently pledged for the payment of the principal
of and interest on the Prior Bonds.
(D) The estimated Gross Revenues to be derived in each year hereafter
from the operation of the Utility System will be sufficient to pay Operating Expenses,
the principal of and interest on the Note, as the same become due, and all other
payments provided for in this Resolution and the Loan Documents, and to meet all
of the covenants and conditions of this Resolution and the Loan Documents.
(E) The principal of and interest on the Note and all other payments
provided for in this Resolution and the Loan Documents will be paid solely from the
sources herein provided in accordance with the terms hereof; and no ad valorem
taxing power of the City will ever be exercised nor will any Holder of the Note have
the right to compel the exercise of such ad valorem taxing power to pay the principal
of or interest on the Note or to make any other payments provided for in this
Resolution, and the Note shall not constitute a lien upon the Utility System or upon
any other property of the City or situated within its corporate territorial limits, except
the Pledged Revenues and the Utility System Debt Service Reserve Fund.
(F) The aggregate face amount of all tax-exempt obligations (as
defined in Section 265(b)(3)(C) of the Code) issued by or on behalf of the City (and
all subordinate entities thereof) during calendar year 1993 is not reasonably expected
to exceed $10,000,000.
(G) The costs of obtaining the credit facilities provided in the Loan
Agreement, as described on the projected Use of Funds Schedule attached hereto as
Exhibit F, are reasonable.
Section 1.05. Authorization of Refunding. The refunding of the Prior Bonds in
the manner provided herein and in the Loan Agreement is hereby authorized. Simultane-
ously with or subsequent to the delivery of the Note to the purchaser thereof, the City will
enter into the Escrow Agreements with the Escrow Holders for each issue of Prior Bonds.
At the time each of the Escrow Agreements are executed, the City will furnish to the
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respective Escrow Holders appropriate documentation to demonstrate that the sum being
advanced under the Note pursuant to the Loan Agreement and deposited with such Escrow
Holder pursuant to this Resolution is equal to the Escrow Requirement and that such sum
and the investments to be made pursuant to the Escrow Agreement will be sufficient to
produce the moneys required to make all payments described in the Escrow Agreement for
the full and complete refunding of the applicable Prior Bonds. The City hereby represents
and warrants that none of the Prior Bonds constitute issues which refunded prior bond
obligations of the City. The City covenants to redeem each issue of the Prior Bonds at the
earliest date on which such redemption may lawfully occur.
ARTICLE II
AUTHORIZATION OF BORROWING
AND NOTE AND LOAN DOCUMENTS
Section 2.01. Authorization and Award of Note. For the purposes described
herein, the borrowing by the City, the issuance of the Note and award thereof to the Bank,
in principal amount not to exceed $10,000,000, and the execution, delivery and performance
by the City of the Loan Documents, are hereby authorized.
Section 2.02. Approval of Loan Documents and Authorization of Officials. The
Note and the Loan Documents shall be in substantially the forms attached hereto,with only
such omissions, insertions and variations as may be necessary or desirable and approved
(which necessity or desirability and approval shall be conclusively established by the City's
delivery of the executed Note and Loan Documents to the Bank). The Mayor and the City
Manager are hereby authorized and empowered to execute and deliver, on behalf of the
City, the Note and the Loan Documents, subject to such changes and modifications as the
Mayor may approve prior thereto, such execution and delivery to be conclusive evidence of
any such approval, and to affix thereto or impress thereon the seal of the City.
ARTICLE III
NATURE OF AND SECURITY FOR
THE OBLIGATIONS UNDER THE NOTE
Section 3.01. Note not to be Indebtedness of City. The Note shall not be or
constitute a general obligation or indebtedness of the City as a "bond" within the meaning
of any constitutional or statutory provision, but shall be a special obligation of the City,
payable from and secured by a lien upon and pledge of the Pledged Revenues and the
Utility System Debt Service Reserve Fund in accordance with the terms of this Resolution.
Section 3.02. Security for the Note. The payment of the principal of and interest
on the Note shall be secured forthwith equally and ratably by a pledge of and lien upon the
Pledged Revenues and the Utility System Debt Service Reserve Fund. The City does hereby
irrevocably pledge and grant a lien upon the Pledged Revenues and the Utility System Debt
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Service Reserve Fund(together with all deposits made therein on and after the date hereof)
to the Noteholder to secure the payment of the principal of and interest on the Note. The
Pledged Revenues and the Utility System Debt Service Reserve Fund (together with all
deposits made therein on and after the date hereof) shall be subject to the lien of the
pledge and lien hereby given and granted immediately upon the issuance and delivery of the
Note,without any physical delivery by the City or any further act, and the lien of this pledge
shall be valid and binding as against all parties having claims of any kind against the City,
in tort, contract or otherwise.
ARTICLE IV
FUNDS AND INVESTMENTS
Section 4.01. Debt Service Reserve Fund; Restricted Reserve Fund. The City
hereby establishes with the Bank the Utility System Debt Service Reserve Fund, and hereby
establishes the Utility System Restricted Reserve Fund to be held by an Authorized
Depository.
(A) Funds in the Utility System Debt Service Reserve Fund shall be
used solely for the payment of principal of and interest on the Note and other
amounts due in connection therewith when other funds of the City are not sufficient
or available therefor,and,with the consent of the Noteholder,for prepayments under
the Note. The City covenants and agrees to timely cause the amounts on deposit in
the Utility System Debt Service Reserve Fund (including all invested funds valued
as specified herein) to be at all times equal to or greater than the Reserve Fund
Requirement at such time. Amounts on deposit in the Utility System Debt Service
Reserve Fund in excess of $500,000 shall be available to the City as described in
Section 4.02(E) below.
(B) Funds deposited in the Utility System Restricted Reserve Fund may
be used by the City to pay the cost of extension, improvements or additions to, or the
replacement or renewal of capital assets of, or extraordinary repairs of, the Utility
System; provided, however, that if other available funds are insufficient to pay when
due the Debt Service Requirements of the Note or other indebtedness relating to the
Utility System or payable from the revenues thereof, the funds in the Utility System
Restricted Reserve Fund shall be used by the City to pay the Debt Service
Requirements of the Note or such indebtedness.
Section 4.02. Gross Revenue Fund. The City hereby establishes, and shall
deposit all Gross Revenues (excluding Improvements Impact Fees) into, the Utility System
Revenue Fund promptly upon the receipt thereof, such fund to be held by an Authorized
Depository. The moneys in the Utility System Revenue Fund shall be deposited or
disbursed in the following manner and in the following order of priority:
(A) Operation and Maintenance. Amounts in the Utility System
Revenue Fund shall be used first to pay reasonable and necessary current Operating
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Expenses as needed from time to time; provided, however, that no such payment
shall be made unless the provisions of Section 5.03 hereof in regard to the current
Annual Budget are complied with.
(B) Debt Service. Next, the City shall disburse funds from the Utility
System Revenue Fund as required (together with available Improvements Impact
Fees as provided in Section 4.03 hereof) to pay Debt Service Requirements of the
Note and of any Additional Parity Indebtedness, as and when due.
(C) Utility System Debt Service Reserve Fund. Next, the City shall
deposit into the Utility System Debt Service Reserve Fund such sums as are required
to maintain compliance with Section 4.01 hereof.
(D) Restricted Reserve Fund. Next,in each Fiscal Year, the City shall
deposit, on a quarterly basis, into the Utility System Restricted Reserve Fund, an
amount equal to 10% of the sum of the Operating Expenses plus the Debt Service
Requirement in such Fiscal Year of the Note for such Fiscal Year and other
indebtedness related to, or payable from the revenues of, the Utility System, less the
amount deposited under paragraph (C) above in such Fiscal Year.
(E) Surplus Moneys. The balance of any moneys remaining in the
Utility System Revenue Fund after the payments and deposits required by part (A)
through (D) of this Section 4.02 may be transferred, on a quarterly basis, at the
discretion of the City, to any other appropriate fund or account of the City and be
used by the City for any lawful purpose, including, but not limited to, prepayment of
the Note or the payment of the principal of, premium, if any, and interest on any
Additional Non-Parity Indebtedness hereafter issued by the City.
Section 4.03 Improvements Impact Fees Fund. The City hereby establishes and
shall deposit, upon receipt and determination of the amount thereof, all Improvements
Impact Fees into, the Improvements Impact Fees Fund. The money in the Improvements
Impact Fees Fund may be used, as available and at the option of the City, to pay Debt
Service Requirements of the Note, and shall be so used to the extent that the Net Revenues
are insufficient for such purposes at any time. Improvements Impact Fees shall be used
solely for the purposes described herein and for other legal purposes for which such Impact
Fees are imposed and collected.
Section 4.04 Investments. Each fund and account established hereby shall be
continuously secured in the manner by which the deposit of public funds are authorized to
be secured by the laws of the State. Moneys on deposit in each fund and account, other
than the Utility System Debt Service Reserve Fund and the Utility System Restricted
Reserve Fund,may be invested and reinvested in Authorized Investments maturing not later
than the date on which the moneys therein will be needed. Moneys on deposit in the Utility
System Debt Service Reserve Fund and the Utility System Restricted Reserve Fund may be
invested or reinvested in Authorized Investments which shall mature no later than five (5)
years from the date of acquisition thereof.
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Any and all income received from the investment of moneys in the Utility
System Revenue Fund,the Utility System Restricted Reserve Fund and in the Utility System
Debt Service Reserve Fund (to the extent such income and the other amounts in the Utility
System Debt Service Reserve Fund do not exceed the Maximum Reserve Fund
Requirement) shall be retained in such respective fund or account.
All investments shall be valued at cost, except that investments in the
Utility System Debt Service Reserve Fund or the Utility System Restricted Reserve Fund
having a maturity of longer than one year shall be valued at fair market value and marked
to market annually. Nothing contained in this Resolution shall prevent any Authorized
Investments acquired as investments of or security for funds held under this Resolution from
being issued or held in book-entry form on the books of the Department of the Treasury
of the United States.
Section 4.05 Other Fund Matters. The designation and establishment of the
various funds in and by this Resolution shall not be construed to require the establishment
of any completely independent, self-balancing funds as such term is commonly defined and
used in governmental accounting, but rather is intended solely to constitute an earmarking
of certain revenues for certain purposes and to establish certain priorities for application of
such revenues as herein provided. All funds and accounts established hereunder may be
held in interest-bearing accounts, at the option of the City.
ARTICLE V
COVENANTS
Section 5.01. General. In addition to all of the other covenants of the City
contained in this Resolution, the City hereby covenants with each and every successive
Holder of the Note to keep and perform each and every one of the covenants contained in
this Article V and in the Loan Documents, and to fully comply with all of the terms and
obligations, contained in the Note and the Loan Documents.
Section 5.02. Budget and Appropriate. The City shall appropriate in its annual
budget,from legally available non-ad valorem funds, in each Fiscal Year,amounts necessary
to pay all Debt Service Requirements due on the Note in such year in the event that the
Pledged Revenues are insufficient therefor. This covenant to budget and appropriate shall
be cumulative to the extent such Debt Service Requirements are not paid in any Fiscal Year
and shall continue until such non-ad valorem funds or other legally available funds in
amounts sufficient to make all such required payments shall have been budgeted,
appropriated and actually paid to the Noteholder. Notwithstanding the foregoing, the City
does not covenant to maintain any services or programs (except as expressly set forth herein
with respect to the Utility System), which generate non-ad valorem funds.
Section 5.03. Annual Budget. The City shall annually prepare and adopt, prior
to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law.
No expenditures for the Utility System shall be made in any Fiscal Year in excess of the
- 13 -
aggregate amount provided for the Utility System in the Annual Budget (A) without a
written finding and recommendation by an Authorized Officer, which finding and
recommendation shall state in detail the purpose of and necessity for such increased
expenditures, and (B) until the City Commission shall have approved such finding and
recommendation by resolution.
Section 5.04. Rates:Collection. The City shall fix,establish,maintain and collect
such Rates and revise the same from time to time,whenever necessary, in accordance with
all State and local laws, as will always provide in each Fiscal Year Gross Revenues adequate
at all times to pay in each Fiscal Year at least one hundred ten percent (110 %) of the sum
of(i) the annual Debt Service Requirement in such Fiscal Year for the Note and all other
indebtedness payable from or secured by the revenues of the Utility System, plus (ii) the
annual Operating Expenses for the Utility System as shown in the Annual Budget for such
Fiscal Year. The City further covenants to enforce collection of all Utility System charges
and fees in accordance with all applicable local laws. The City shall not provide the services
of the Utility System to any Person at reduced rates or free of charge.
Section 5.05. No Impairment. The City will not enter into any contract or
contracts, nor take any action, the results of which might materially impair the rights of the
Noteholder, including with respect to the lien upon and pledge of Pledged Revenues and
Utility System Debt Service Reserve Fund (except as expressly permitted herein or in the
Loan Documents), and will not permit the operation of any competing water or sewer
service facilities within its jurisdiction.
ARTICLE VI
MISCELLANEOUS
Section 6.01. General Authority;Prerequisites Performed. The members of the
Governing Body and the City's officers, attorneys and other agents and employees are
hereby authorized to do all acts required of them by this Resolution or the Loan
Documents, or desirable or consistent with the requirements hereof or of the Loan
Documents for the full, punctual and complete performance of all of the terms, covenants
and agreements contained in the Loan Documents and this Resolution, and they are hereby
authorized to execute and deliver all documents and take any other actions which shall be
required by counsel to the City or the Bank to effectuate the issuance of the Note. All acts,
conditions and things relating to the passage of this Resolution and the issuance and
performance of the Note, required by the Constitution or laws of the State to happen, exist
and be performed precedent to and in the passage of this Resolution and the issuance and
performance of the Note, have happened, exist and have been performed as required.
Section 6.02. No Personal Liability. No representation, statement, covenant,
warranty, stipulation, obligation or agreement herein contained, or contained in the Note,
or in any certificate or other instrument to be executed on behalf of the City in connection
with the issuance of the Note, shall be deemed to be a representation, statement, covenant,
- 14 -
warranty, stipulation, obligation or agreement of any member of the Governing Body,
officer, employee or agent of the City in his or her individual capacity, and none of the
foregoing persons nor any officer of the City executing the Note, or any certificate or other
instrument to be executed in connection with the issuance of the Note, shall be liable
personally thereon or be subject to any personal liability or accountability by reason of the
execution or delivery thereof.
Section 6.03 No Third Party Beneficiaries. Except such other Persons as may
be expressly described herein or in the Note, nothing in this Resolution, or in the Note,
expressed or implied,is intended or shall be construed to confer upon any Person other than
the City and the Holder any right, remedy or claim, legal or equitable, under and by reason
of this Resolution or any provision hereof, or of the Note, all provision hereof and thereof
being intended to be and being for the sole and exclusive benefit of the City and the
Persons who shall from time to time be the Holder.
Section 6.04. Severability of Invalid Provisions. If any one or more of the
covenants, agreements or provisions of this Resolution shall be held contrary to any express
provision of law or contrary to the policy of express law, though 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 and provisions of this Resolution and shall in no
way affect the validity of any of the other covenants, agreements or provisions hereof, of the
Note issued hereunder or of the other Loan Documents.
Section 6.05. Repeal of Inconsistent Resolutions. All resolutions or parts thereof
in conflict herewith are hereby superseded and repealed to the extent of such conflict.
Section 6.06. Amendment, Modification or Repeal. The City hereby covenants,
for the benefit of the Holder of the Note from time to time, that this Resolution shall not
be amended, modified, supplemented, revoked, repealed or rescinded without the prior
written consent of the Holder of the Note.
Section 6.07. Election for Bank-Designation. The City hereby designates the
Note as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code.
Section 6.08. Registration. The Note shall be registered on the books of the
Registrar relating thereto in the name of the Bank, and thereafter in the name of the
successor transferees thereof upon surrender by the Bank or any such successive transferee
of the Note, together with a written instrument of transfer in form satisfactory to the
Registrar. The City may treat the registered owner as the absolute owner of the Note for
all purposes.
Section 6.09. Headings not Part Hereof. The headings preceding the several
articles and sections hereof shall be solely for convenience of reference and shall not
constitute a part of this Resolution or affect its meaning, construction or effect.
- 15 -
Section 6.10. Effective Date. This Resolution shall take effect immediately upon
its adoption.
PASSED, APPROVED AND ADOPTED this 28 th day of June , 1993.
CITY COMMI _ : . •F THE
CITY OF A ' • TIC B:ACH, FLO' DA
(OFFICIAL SEAL) By: A A V iJ _�
IF May r- . i ssiori r ''
ATTEST:
)Y?().44.A.LP,IL ,'. .4-:&__5-1
City Clerk
(AB:Reso-#2.2)
- 16 -
EXHIBIT LIST
EXHIBIT DOCUMENT
A Water and Sewer Utility Improvements
B Loan Agreement
C Note
D Waiver of Jury Trial
E Escrow Agreement (form of)
F Use of Funds Schedule
- 17 -
EXH I BIT A
CITY OF ATLANTIC BEACH FLORIDA
WATER AND SEWER UTILITIES
CAPITAL IMPROVEMENT PROGRAM
•
CITY OF ATLANTIC BEACH PROJECTS
CAPITAL IMPROVEMENT PLAN 6/08/93
ESTIMATED EXPENDITURE SCHEDULE
ATLANTIC BEACH WATER
Project e .
W.:.,. 4.21m0rwemOO.t . ...... '
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept '93 FY 92/93
0
Design 0
Bid 0
Permit 917,200
Construction 197,800 60,100 158,800 145,500 145,500 145,500 32,000 32,000 200
Other 7,900 11,000 11,000 11,000 11,000 10,000 10,000
Totals 197,800 60,100 166,700 156,500 156,500 156,500 43,000 42,000 10,000 0 0 0 989,100
FY 1991/92 Cost: 381,637
Tot Ptitiject oWAST Ra
W er :Istr1bu 100./ue »'.O..6At KOtreet}
Totals
Oct.'92 Nov. '92 Dec. '92 Jan.'93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
7,000
Design 7,000 X 0
Bid 0
Permit X
Construction 11,500 11,500 23,000
0
Other
Totals 0 0 0 0 0 0 0 7,000 0 11,500 11,500 0 30,000
Total Project Cost ; ::;;::::00;000:€
Og8'11.1. 0 0 000'09 00009 000'9 098'6 0 0 0 0 0 0 slElol
0 J00
000'001 000'09 000'09 uollan.gsuoO
000'9 000'9 111-IJad
0
PI9
098'6 098'6 u0lsaa
E6/Z6 Ad £6, 7daS £6, '0ny £6,Ain(' £6, aunr £6,AEW £6,Il)d`d £6, 'JEW £6,'qad £6,'usr Z6, 'oaa Z6, 'AON Z6, 730
slElol
:..;:>>(301i:0*M JQ 0 4s$3'2<1[OliC1RA ; lnboOY..:«'><> :
•
-"81e9ZV H :isoO]3a[9ad lelol
81Z'9Z l £81'6£ E81'6£ E81'6E 0 006'E 006'£ 0 0 0 0 0 0 Simi
0 J LI1O
811'811. £81'6€ E81'6E £81'6£ uo1lon,gsuo0
X llwJad
0 P
0 x 19
008'L 006'E 006'£ u6lsaa
E6/Z6 Ad £6, 7da9 £6, '6ny £6,Alnr £6, aunt' £6,AEW £6,WV £6, 'JEW E6, 'clad £6, 'UE1' Z6, '3a0 Z6, 'noN Z6, 100
spot
<'„: X.O.R t3<I8 :1RJC) :0uaA9gtAROP M. ...: .:amE1`I 19:al°ad
i0001.01.<: m4 19o(okm 1£101
000'09 000'92 009'31 009'Zl 0 0 0 0 0 0 0 0 0 siElol
aaU1O
0
0 uofOf.gsuoO
0 11W-gad
0
PI9
000'09 000'92 009'31 009'Z l u6lsaa
€6/P6 Ad £6, 7daS £6, '0ny £6,Alnr £6, aunr £6,AEW €6,IIS/ £6, 'SEW £6,'qad £6,'UEr Z6, '00a Z6, 'AON Z6, 100
slElol
;' .>:.``<:<.. . . uagn:: ....t.. N) M04.;4 0.04WId< PM aw :aeln44
Project Name: Water Distribution Lines (1st, 9th, 11th Streets)
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 1,100 540 1,640
Bid 0
Permit 0
Construction 27,200 4,100 31,300
Other 0
Totals 0 1,100 540 0 27,200 4,100 0 0 0 0 0 0 32,940
Ti tai>Project.Cost: 32,940.
Project Name: Water Distribution Lines (Various Streets in City)
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 0
Bid 0
Permit 0
Construction 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 198,000
Other 0
Totals 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 198,000
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '96 Feb. '96 Mar. '96 April'96 May'96 June '96 July'96 Aug. '95 Sept '95 FY 94/96
Design 0
Bid 0
Permit 0
Construction 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 5,900 187,400
Other 0
Totals 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 5,900 187,400
Total Project Cost: 385,400
000`09 CC :1soOpa(oid Idol
000'Z1I• 0 0 0 0 0 009'L OSL'OZ OSL'0Z OSL'0Z OSL'OZ 0SL'03 09L'03 slEJoi
000'Z£1. 00S'L 09L'0Z O9L'0Z OSL'OZ OSL'0Z 09L'0Z OSL'0Z Jau1O
0 uoponisuoO
1lwaad
0 Plg
0 u6lsaa
0
ti6/16 Ad 176, 1daS 176, 'find tib,AInr tib, aunt 46,AeW 46,11V 176, 'TEN t'6, 'gad tib, 'uEf' 16, 'oaa 16, 'noN £6, 100
slulol
000'82 OOE'4 0 00£'4 009'Ol 0 00£'4 0 OOE'b 0 0 0 0 spol
000'82 00£'4 OOE'17 009'01 00£'4 001'4 -1oulO
uo1 on.gsuoO
0 li W Jad
0 pig
0 u6lsaa
0
16/26 Ad 16, 1daS E6, '6ny 16,Apr 16, aunt E6,Ael,11 E6,Ilxdy 16, 'Am 16, 'qad E6,tar Z6, 'oaa Z6, .AON Z6, 100
slelol
?. 010.11` lum aalsl6alipapo 3• ;auto 1aa[oad
000'£S 0 00L'91. 001'11 000'1 0 0 0 0 0 0 0 0 slElol
0
►aU1O
000'09 00Z91. 001'11 uoI1oni suoO
1IWJad
0 pia
ia
X
000'£ 000'1 u6lsaa
E6/Z6 Ad £6, idol 16, '6ny £6,Llnr E6, aunr 16, AIM 16,IIJd`d 16, 'Rol 16, 'gad E6, 'uEr Z6, 'oaa Z6, 'AoN Z6, 100
s IE1ol
ikaio uoI nq i sia JoA Amioe,sathnols :awl loa(oJd
Project Name: Well At Water Treatment Plant#2
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 AprIl'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 5,000 5,0000
Bid X X X 0
Permit 0
Construction 0
Other
Totals 0 0 0 0 0 0 0 0 5,000 0 0 0 5,000
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept '94 FY 93/94
0
Design 0
Bid X 0
Permit 50,000
Construction 20,000 20,000 10,000 0
Other
Totals 0 20,000 20,000 10,000 0 0 0 0 0 0 0 0 50,000
Total Project Cost: '' 55,000
Project Name: Corrosion Control
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 92/93
0
Design 0
Bid 0
Permit
Construction 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 124,800
Other
Totals 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 10,400 124,800
Total Project Cost: 1'24800;.
•
Project Name: :.. B aiiii MK Preventers;,
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb.'93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept '93 FY 92/93
0
Design 0
Bid 0
Permit
0
Construction
Other 2,000 2,000 4,000
Totals 0 0 0 0 0 0 0 0 0 0 2,000 2,000 4,000
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb.'94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept '94 FY 93/94
0
Design 0
Bid 0
Permit 0
Construction
Other 2,000 2,000 4,000 4,000 12,000
Totals 2,000 2,000 0 0 0 4,000 0 0 0 0 0 4,000 12,000
.....::.... ................:...............................
Tout `alect:dost <>> is tiOV
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
35,000
Design 35,000 0
Bid 0
Permit X X X
Construction 87,500 87,500 87,500 87,500 350,000
0
Other
Totals 35,000 0 0 0 87,500 87,500 87,500 87,500 0 0 0 0 385,000
Total Project Cost: 385,000
ATLANTIC BEACH WATER
TOTAL PROJECT COSTS
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb.'93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0 1,100 540 0 0 0 13,750 10,900 8,0000 12,5000 12,5000 25,0000 84,290
Bid 0 0 0 0 0 0 0 0 0 5,000
Permit 0 0 0 0 0 0 0 5,000 0 0 0
Construction 197,800 60,100 158,800911,000 15,300 11,000 15,300 10,000 20, 0 4,300 2,000
145,50000 1 180 1 6, 00 1,239,94834,283 67,683 39,483
Other103,900
0 0
Totals 197,800 61,200 167,240 156,500 188,000 160,600 61,050 57,900 78,800 151,083 82,183 70,783 1,433,138
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
0 0 0 0 0 0 0 35,000
B 35,000 0 0 0 0 0 0 0 0 0 0 0 0
Bid ld 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0800
Construction 26,900 46,900 46,900 36,900 114,400 114,400 114,400 114,400 26,900 26,9000 26,9000 26,900,900 7222,800
Other 22,750 22,750 20,750 20,750 20,750 24,750 7,500 0 0
Totals 84,650 69,650 67,650 57,650 135,150 139,150 121,900 114,400 26,900 26,900 26,900 30,900 901,800
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '96 Feb.'95 Mar. '95 April'95 May'96 June '96 July'95 Aug. '96 Sept. '95 FY 94/95
Design 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Bid 0 0 0 0 0 0 0 0 0 0
Construction
Permit 0 0 0 0 0 0 0 0 0 0 0
Cons16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,5000 16,5000 16,5000 5,9000
187,400
Other 0 0 0 0 0 0 0 0
Totals 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 16,500 5,900 187,400
2,522,338
TOTAL ATLANTIC BEACH WATER
BUCCANEER WATER
Project•Name; Chlorine;Gylinder Dual Loi¢/Kett
Totals
Oct'92 Nov.'92 Dec.'92 Jan.'93 Feb.'93 Mar. '93 April'93 May'93 June '93 July'93 Aug.'93 Sept '93 FY 92/93
Design 00
Bid 0
Permit
Construction 0
Other
4,000 4,000
Totals 0 0 0 0 0 4,000 0 0 0 0 0 0 4,000
T00000ctC0st :.... 4,000
Protect Name Enlairge>iiid Retlat trP 4:
Totals
Oct'92 Nov. '92 Dec.'92 Jan.'93 Feb.'93 Mar. '93 April'93 May'93 June '93 July'93 Aug.'93 . Sept '93 FY 92/93
Design 5,000 10,000 15,0000
Bid X X
Permit X X X 0
Construction 37,500 20,000 57,500
Other 0
Totals 0 0 0 0 0 37,500 0 0 5,000 30,000 0 0 72,500
Totals
Oct'93 Nov. '93 Dec.'93 Jan.'94 Feb.'94 Mar. '94 AprIl'94 May'94 June '94 July'94 Aug.'94 Sept '94 FY 93/94
Design 00
Bld 0
Permit
Construction 106,125 106,125 106,125 106,125 424,500
Other 0
Totals 106,125 106,125 106,125 106,125 0 0 0 0 0 0 0 0 424,500
. ......................................
Total.`:8010. is CQst. ..497;000'::
Project Name: Rehab. Water Plant*4
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0
Bid X 0
Permit 0
Construction 10,117 10,117 10,117 30,350
Other 0
Totals 0 0 0 0 0 10,117 10,117 10,117 0 0 0 0 30,350
FrvlealVacOe:»>::2EnOvddirl#e9 A.....WatO.
Totals
Oct'92 Nov.'92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 00
Bid
Permit 0
Construction 0
Other 4,300 4,300 3,600 4,300 4,300 20,800
Totals 0 0 0 0 4,300 0 4,300 0 3,600 4,300 0 4,300 20,800
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 00
Bid
Permit 0
Construction 0
Other 11,190 11,190 11,190 11,190 11,190 11,190 11,190 870 79,200
Totals 11,190 11,190 11,190 11,190 11,190 11,190 11,190 870 0 0 0 0 79,200
...... ........... ..........................
Total Project Cost: 100,000'
PG010.0t Matte:::>::MOIMP.Sr'atie R aalpult[ani: i s >:
Totals
Oct '93 Nov.'93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 16,500 16,500 33,000
Bid i X
0
Permit X X0
Construction 80,000 80,000 80,000 80,000 320,000
0
Other
Totals 0 0 0 16,500 16,500 0 0 0 80,000 80,000 80,000 80,000 353,000
Total Project Cost. `#3
Pri]ect.Narne.: Sri >......:......PIairt ::<:>:>::::;
Totals
Oct'92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 Axil'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design
10,000 10,000
0
Bid
Permit 4,000 4,000 8,000
0
Construction 0
Other
Totals 0 0 0 0 0 0 0 0 0 10,000 4,000 4,000 18,000
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
0
Design 0
Bid X
Permit 4,000 4,000 4,000 12,000
Construction 33,333 33,333 33,334 .. 100,000
0
Other
Totals 4,000 4,000 4,000 0 33,333 33,333 33,334 0 0 0 0 0 112,000
Total Pr*..ct C0$t. 1*OOQ
•
Prsije trgame MiCtittOSIOWCQl( iGt1I<>I#
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
0
Design 0
Bid 0
Permit 0
Construction
Other 4,166 4,166 4,166 4,166 4,167 4,167 4,167 4,167 4,167 4,167 4,167 4,167 50,000
Totals 4,166 4,166 4,166 4,166 4,167 4,167 4,167 4,167 4,167 4,167 4,167 4,167 50,000
Tota#:RQ]ect Cost: 5Q.00Q
1 rol0 t Name;... Cross.QOnne ititinkidditi* tio9«►i1.!:<:: :<:>?s:
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
0
Design 0
Bid 0
Permit 0
Construction 2,000 6,000
Other 2,000 2,000
Totals 0 0 0 0 0 0 2,000 0 0 2,000 0 2,000 6,000
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
0
Design 0
Bid 0
Permit 0
Construction 17,000 17,000 34,000
Other
Totals 0 0 0 0 0 17,000 0 0 0 0 0 17,000 34,000
TOtat ft010 t':GO$t; 40,000
BUCCANEER WATER
TOTAL PROJECT COSTS
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0 0 0 0 0 0 0 0 5,000 20,000 0 0 25,000
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0 0 4,000 4,000 8,000
Construction 0 0 0 0 0 47,617 10,117 10,117 0 20,000 0 0 87,850
Other 0 0 0 0 4,300 4,000 6,300 0 3,600 6,300 0 6,300 30,800
Totals 0 0 0 0 4,300 51,617 16,417 10,117 8,600 46,300 4,000 10,300 151,650
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 0 0 0 16,500 16,500 0 0 0 0 0 0 0 33,0000
Bid 0 0 0 0 0 0 0 0 0 0 0 0
Permit 4,000 4,000 4,000 0 0 0 0 0 0 0 0 0 12,000
Construction 106,125 106,125 106,125 106,125 33,333 33,333 33,334 0 80,000 80,000 80,000 80,000 844,500
Other 15,356 15,356 15,356 15,356 15,357 32,357 15,357 5,037 4,167 4,167 4,167 21,167 163,200
Totals 125,481 125,481 125,481 137,981 65,190 65,690 48,691 5,037 84,167 84,167 84,167 101,167 1,052,700
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '95 Mar. '95 April'95 May'96 June '95 July'95 Aug. '96 Sept. '95 FY 94/95
0
Design 0
Bid 0
Permit 0
Construction 0
Other
Totals 0 0 0 0 0 0 0 0 0 0 0 0 0
1,204,350
TOTAL BUCCANEER WATER
OAK HARBOR WATER
Project Narne;; Upwade;WateJ:.P. i4.utlon System:::
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May '94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 3,500 3,500 7,000
Bld X X 0
Permit X X 0
Construction 10,000 10,000 10,000 30,000
Other 0
Totals 0 0 0 3,500 3,500 0 0 0 0 10,000 10,000 10,000 37,000
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '96 Mar. '96 April'96 May '95 June '96 July'95 Aug. '96 Sept. '96 FY 94/96
Design 0
Bid 0
Permit 0
Construction 10,000 10,000 10,000 10,000 10,000 10,000 5,000 65,000
Other 0
Totals 10,000 10,000 10,000 10,000 10,000 10,000 5,000 0 0 0 0 0 65,000
Total'Aiiiii'&eat ..: :..i l40:00:>
TOTAL OAK HARBOR WATER 102,000
WATER SYSTEM
TOTAL PROJECT COSTS
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0 1,100 540 0 0 0 13,750 10,900 13,000 32,500 12,500 25,000 109,290
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 5,000 0 0 4,000 4,000 13,000
Construction 197,800 60,100 158,800 145,500 172,700 197,217 42,117 42,117 50,000 154,283 67,683 39,483 1,327,798
Other 0 0 7,900 11,000 19,600 15,000 21,600 10,000 24,400 10,600 2,000 12,600 134,700
Totals 197,800 61,200 167,240 156,500 192,300 212,217 77,467 68,017 87,400 197,383 86,183 81,083 1,584,788
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 35,000 0 0 20,000 20,000 0 0 0 0 0 0 0 75,000
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 4,000 4,000 4,000 0 0 0 0 0 0 0 0 0 12,000
Construction 133,025 153,025 153,025 143,025 147,733 147,733 147,734 114,400 106,900 116,900 116,900 116,900 1,597,300
Other 38,106 38,106 36,106 36,106 36,107 57,107 22,857 5,037 4,167 4,167 4,167 25,167 307,200
Totals 210,131 195,131 193,131 199,131 203,840 204,840 170,591 119,437 111,067 121,067 121,067 142,067 1,991,500
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '95 Mar. '95 April'95 May'95 June '95 July'95 Aug. '95 Sept '95 FY 94/95
Design 0 0 0 0 0 0 0 0 0 0 0 0 0
Bid0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0 0 0 0 0
Construction 26,500 26,500 26,500 26,500 26,500 26,500 21,500 16,500 16,500 16,500 16,500 5,900 252,400
Other 0 0 0 0 0 0 0 0 0 0 0 0 0
Totals 26,500 26,500 26,500 26,500 26,500 26,500 21,500 16,500 16,500 16,500 16,500 5,900 252,400
TOTAL WATER SYSTEM 3,828,688
ATLANTIC BEACH SEWER
Project Name. Sewer..UIne;RehabAAh It&:9ih),.(1.7ttlttit1. >::>
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 6,400 3,500 9,900
Bid X 0
Permit X 0
Construction 45,839 45,839 45,839 137,517
0
Other
Totals 0 0 0 0 6,400 45,839 45,839 49,339 0 0 0 0 147,417
............................ ... .. . ....
Totall•ProJectiCast :::147,417
Project Narne: Sewer t InC RChab. (Varlaus:TkitOugh,at ity)
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
0
Design 0
Bid 0
Permit
Construction 10,000 10,000 10,000 30,000
0
Other
Totals 0 0 0 0 0 0 0 0 0 10,000 10,000 10,000 30,000
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 AprIl'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 25,000 25,000 50,000
Bld X
0
Permit X 0
Construction 50,000 50,000 50,000 50,000 50,000 37,600 287,600
Other 10,000 10,000 20,000
Totals 10,000 10,000 0 25,000 25,000 0 50,000 50,000 50,000 50,000 50,000 37,600 357,600
Total Project Cost: 387,600
Project Name: Sewer Plartgxpansion
Totals
Oct. '92 Nov.'92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept '93 FY 92/93
Design X X 20,000 40,000 40,000 40,000 40,000 40,000 220,000
Bid 0
Permit 0
Construction 0
Other
0
Totals 0 0 0 0 0 0 20,000 40,000 40,000 40,000 40,000 40,000 220,000
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 40,000 40,000 80,000
Bid X 0
Permit X 0
Construction 280,000 280,000 280,000 280,000 280,000 280,000 280,000 280,000 2,240,000
Other 0
Totals 40,000 40,000 0 0 280,000 280,000 280,000 280,000 280,000 280,000 280,000 280,000 2,320,000
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '95 Mar. '96 April'96 May'96 June '95 July'95 Aug.'96 Sept. '96 FY 94/95
Design 0
Bid 00
Permit
Construction 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 1,183,200
Other 0
Totals 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 1,183,200
To.W...'0q4. 9.g::.3,723{20Q;
..::......... .....:..
Totals
Oct'92 Nov. '92 Dec. '92 Jan. '93 Feb.'93 Mar. '93 AprII'93 May'93 June'93 July'93 Aug.'93 Sept '93 FY 92/93
Design 00
Bid
Permit 0
Construction 45,000 45,000 45,000 135,000
Other 0
Totals 0 0 0 0 0 0 0 0 0 45,000 45,000 45,000 135,000
Total A0Je0tCost....'....f:S.Q.QQ:
Pr ilec t4aiii Tank A4.41!giiit riiei
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 AprII'94 May'94 June'94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 4,000 4,000
Bid X 0
Permit X 0
Construction 21,000 21,000 42,000
Other 0
Totals 4,000 0 0 21,000 21,000 0 0 0 0 0 0 0 46,000
TotitiFidi4.6titbitililiiiSiAtOti
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0 0 0 0 0 0 0 0 0 0 0 0 CD 0 (D 0 0 0
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BUCCANEER SEWER
Project Name: Land Acqusition andRelocationl'
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0
Bid 0
Permit 0
Construction 0
Other 235,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 305,000
Totals 0 0 0 0 235,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 305,000
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 0
Bid 0
Permit 0
Construction 0
Other 6,000 6,000 6,000 6,000 6,000 30,000
Totals 6,000 6,000 6,000 6,000 6,000 0 0 0 0 0 0 0 30,000
TotitAb akt.ost: 335,000/
Project Name: Repair and Replace Steel Al Plant
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 Atxll'93 May '93 June '93 July'93 Aug. '93 Sept '93 FY 92/93
Design 10,000 10,000
Bid X 0
Permit 0
Construction 0
Other 0
Totals 0 0 0 0 0 0 0 0 0 10,000 0 0 10,000
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 0
Bid 0
Permit 0
Construction 85,000 85,000 170,000
Other 0
Totals 0 85,000 85,000 0 0 0 0 0 0 0 0 0 170,000
Total Projec ; +Pt ;1...;9:9.,0,.;:
Project Name:' G.bIo ne<i .pnta'Gt.Cha.mber H ndling Fabllitjr .
Totals
Oct '92 Nov. '92 Dec.'92 Jan.'93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug.'93 Sept '93 FY 92/93
Design 00
Bid X
Permit X X0
Construction 42,350 42,350 42,350 127,050
Other 0
Totals 0 0 0 0 0 0 0 0 0 42,350 42,350 42,350 127,050
Totals
Oct'93 Nov. '93 Dec.'93 Jan.'94 Feb.'94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept '94 FY 93/94
Design 0
Bid 00
Permit
Construction 42,350 42,350 42,350 127,050
Other 0
Totals 42,350 42,350 42,350 0 0 0 0 0 0 0 0 0 127,050
Total Project<Cost 254,100>
•
•
PrvlectlName: Odor Control&iAdditlonal Screen AtSur9e Tank .
Totals
Oct'92 Nov.'92 Dec.'92 Jan. '93 Feb.'93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept '93 FY 92/93
Design 2,660 2,660 2,660 7,980
0
Bid 0
Permit 0
Construction 0
Other
Totals 0 0 0 0 0 0 0 0 0 2,660 2,660 2,660 7,980
Totals
Oct '93 Nov.'93 Dec. '93 Jan.'94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept '94 FY 93/94
0
Design 0
Bid X 0
Permit X X 40,000
Construction 10,000 10,000 10,000 10,000 0
Other
Totals 0 0 0 10,000 10,000 10,000 10,000 0 0 0 0 0 40,000
Total Project Cost: 47,980
Project Name: Generator At Cypress Creek Lift Station
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0
X 0
Bid
Permit X 0
Construction 0
Other 30,000 30,000
Totals 0 0 0 0 0 0 0 0 0 0 30,000 0 30,000
Total:Project Cast: ..:..! >30,000
Project Name.:. ;.Sewer:Rehab.&Line Renato, At Cypress Creek lift Station
Totals
Oct'92 Nov.'92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 AprIl'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 11,600 11,600 11,600 34,800
Bid 00
Permit
Construction 0
Other 0
Totals 0 0 0 0 0 0 0 0 0 11,600 11,600 11,600 34,800
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 11,600 11,600 11,600 34,800
Bid 00
Permit
Construction 77,778 77,778 77,778 77,778 77,778 77,778 77,778 77,778 77,778 700,000
Other 0
Totals 11,600 11,600 11,600 77,778 77,778 77,778 77,778 77,778 77,778 77,778 77,778 77,778 734,800
Total Project Cost: 769,600
Project,Name: Return;Aeration Sludge Meter
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
0
Design 0
Bid 0
Permit 0
Construction
Other 15,000 15,000
Totals 0 0 0 0 0 0 0 0 0 0 15,000 0 15,000
Total:Project Cost: 15,000/
Project Name: .66 MGD Expansion Electrical Upgrade, & Master WetWell
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May '94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 20,000 30,000 30,000 10,000 90,000
X 0
Permit
BidX X X 0
Construction 242,500 242,500 485,000
0
Other
Totals 0 0 0 20,000 30,000 30,000 10,000 0 0 0 242,500 242,500 575,000
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '96 Feb. '96 Mar. '96 April'96 May'96 June '96 July'96 Aug. '96 Sept. '96 FY 94/96
0
Design 0
Bid 0
Permit
Construction 100,000 100,000 100,000 100,000 85,000 485,000
0
Other
Totals 100,000 100,000 100,000 100,000 85,000 0 0 0 0 0 0 0 485,000
Total Project Cost: ;1,060,000
Project Name: Lift Station Upgrade
Totals
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May '93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 00
Bid
Permit 0
Construction 10,000 10,000 10,000 30,000
Other 0
Totals 0 0 0 0 0 0 0 0 0 10,000 10,000 10,000 30,000
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 0
Bid 0
Permit 0
Construction 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 5,000 95,000
Other 0
Totals 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 5,000 0 0 95,000
Total Project Cost: 125,000
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OAK HARBOR SEWER
Project Name::: Sewer Llne Rehab
Totals
Oct'92 Nov.'92 Dec.'92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June'93 July'93 Aug.'93 Sept '93 FY 92/93
Design 27,250 27,250 54,500
Bid X 0
X 0
Permit 0
Construction 0
Other
Totals 0 0 0 0 0 0 0 0 27,250 27,250 0 0 54,500
Totals
Oct. '93 Nov. '93 Dec.'93 Jan. '94 Feb.'94 Mar. '94 April'94 May'94 June'94 July'94 Aug. '94 Sept '94 FY 93/94
0
Design 0
Bid 0
Permit
Construction 91,667 91,667 91,667 91,667 91,667 91,667 550,000
0
Other
Totals 0 0 91,667 91,667 91,667 91,667 91,667 91,667 0 0 0 0 550,000
Total Project Cost ;:604,500;.
TOTAL OAK HARBOR SEWER 604,500
•
SEWER SYSTEM
TOTAL PROJECT COSTS
Totals
Oct '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93 July'93 Aug. '93 Sept. '93 FY 92/93
Design 0 0 0 0 6,400 0 20,000 43,500 67,250 91,510 54,260 54,260 337,180
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0 0 0 0 0
Construction 0 0 0 0 0 45,839 45,839 45,839 0 107,350 107,350 107,350 459,567
Other 0 0 0 0 235,000 10,000 10,000 10,000 10,000 10,000 55,000 10,000 350,000
Totals 0 0 0 0 241,400 55,839 75,839 99,339 77,250 208,860 216,610 171,610 1,146,747
Totals
Oct '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May'94 June '94 July'94 Aug. '94 Sept '94 FY 93/94
Design 55,600 51,600 11,600 45,000 55,000 30,000 10,000 0 0 0 0 0 258,800
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0 0 0 0 0
Construction 52,350 137,350 229,017 210,444 490,444 469,444 519,444 509,444 417,778 412,778 650,278 637,878 4,736,650
Other 16,000 16,000 6,000 6,000 6,000 0 0 0 0 0 0 0 50,000
Totals 123,950 204,950 246,617 261,444 551,444 499,444 529,444 509,444 417,778 412,778 650,278 637,878 5,045,450
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '95 Mar. '96 April'95 May '96 June '95 July'95 Aug. '95 Sept. '96 FY 94/96
Design 0 0 0 0 0 0 0 0 0 0 0 0 0
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Permit 0 0 0 0 0 0 0 0 0 0 0 0 0
Construction 198,600 198,600 198,600 198,600 183,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 1,668,200
Other 0 0 0 0 0 0 0 0 0 0 0 0 0
Totals 198,600 198,600 198,600 198,600 183,600 98,600 98,600 98,600 98,600 98,600 98,600 98,600 1,668,200
TOTAL SEWER PROJECTS 2,814,947
I,
CAPITAL IMPROVEMENT PLAN
TOTAL PROJECT COSTS
Oct. '92 Nov. '92 Dec. '92 Jan. '93 Feb. '93 Mar. '93 April'93 May'93 June '93otals
July'93 q Aug.u '93 Sept '3 FY 92/93
Design 0 1,100 540 0 6,400 0 33,750 54,400 80,250 124,010 66,760 79,260 446,470
Bid 0 0 0 0 0 0 0 0
0 0 0 0 0
Permit 0 0 0 0
Construction 197,800 60,100 158,800 145,500 172,700 243,056 87,956 87,95066 50,000 261,633 175,033 146,0 0 4,000 8333 1,7813, 0
7,3365
Other 0 0 7,900 11,000 254,600 25,000 31,600 20,000 34,400 20,600 57,000 22,600 484,700
Totals 197,800 61,200 167,240 156,500 433,700 268,056 153,306 167,356 164,650 406,243 302,793 252,693 2,731,535
Totals
Oct. '93 Nov. '93 Dec. '93 Jan. '94 Feb. '94 Mar. '94 April'94 May '94 June '94 July'94 Aug. '94 Sept. '94 FY 93/94
Design 90,600 51,600 11,600 65,000 75,000 30,000 10,000 0
Bid 0 0 0 0 0 0 0 0 333,800
Permit 0 0 0 0 0 0 0 0 0
4,000 4,000 4,000 0 0 0 0 0
Construction 185,375 290,375 382,042 353,469 638,177 617,177 667,178 623,844 524,678 529,678 767,178 754,778 6,333,950
Other 54,106 54,106 42,106 42,106 42,107 57,107 22,857 5,037 4,167 4,167 4,167 25,167 357,200
Totals 334,081 400,081 439,748 460,575 755,284 704,284 700,035 628,881 528,845 533,845 771,345 779,945 7,036,950
Totals
Oct. '94 Nov. '94 Dec. '94 Jan. '95 Feb. '95 Mar. '95 Apr II '95 May '95 June '95 July'95 Aug. '95 Sept. '95 FY 94/95
Design 0 0
Bid 0 0 0 0 0 0 0 0 0 0 0 0 0
Per 0 0 0 0 0 0 0 0 0 0
00 0 0 0 0 0 0 0 0
Construction 225,100 225,100 225,100 225,100 210,100 125,100 120,100 115,100 115,100 115,100 115,100 104,500 1,920,6000
Other 0 0 0 0
0 0 0 0 0 0 0 0 0
Totals 225,100 225,100 225,100 225,100 210,100 125,100 120,100 115,100 115,100 115,100 115,100 104,500 1,920,600
TOTAL CAPITAL IMPROVEMENT PLAN
11,689,085
LOAN AGREEMENT
THIS AGREEMENT is made as of the 1st day of July, 1993, between the City of
Atlantic Beach, Florida, a municipal corporation and political subdivision of the State of
Florida (the "Borrower"), and Barnett Bank of Jacksonville, N.A. (the 'Bank").
RECITALS
WHEREAS, pursuant to Resolution No. , adopted June 28, 1993 by the City
Commission of the City of Atlantic Beach, Florida (as amended, modified or supplemented
from time to time the "Resolution"; capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Resolution), the Borrower has authorized
the issuance of the Note and the credit facilities provided;
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
ARTICLE I
BORROWING AND PAYMENT
1.01 Credit Facilities Under the Note.
(a) The Borrower shall, on and after the date hereof and on the terms set
forth herein, be entitled to borrow from the Bank an amount not to exceed
$10,000,000.00 in aggregate principal amount. This indebtedness shall be evidenced
by the Note. No advances under the Note or hereunder shall be made after July 1,
1996. Amounts repaid under the Note may not be reborrowed.
(b) The Note shall bear interest at the rate set forth therein and shall be
payable as set forth therein.
(c) In accordance with the Resolution, the Borrower shall be entitled to
obtain advances under the Note solely for: (i) the defeasance and redemption of the
Oak Harbor Bonds, the Buccaneer Bonds and the Pollution Control Bonds, including
principal, accrued interest and redemption premium, if any(the"Refunding Facility");
(ii) the payment of the costs and expenses of the Project, including design,
engineering,permitting, acquisition,installation,construction,testing and landscaping
associated therewith (the "Project Facility"); and (iii) the payment of the closing costs
of this transaction (the "Issuance Cost Facility").
(d) Advances in respect of the Refunding Facility shall be available upon
receipt by the Bank of, upon among other items as set forth herein, (i) duly executed
and delivered Escrow Agreements, in form and substance acceptable to the Bank, in
respect of each of the Oak Harbor Bonds, Buccaneer Bonds and Pollution Control
Bonds, pursuant to which advances under the Refunding Facility shall be used to
purchase Federal Securities or other Authorized Investments sufficient to defease the
entire outstanding amount of each of such issues of Prior Bonds, together with (ii)
an opinion of counsel to the Borrower, in form and substance satisfactory to the
Bank, that upon each advance of funds under the Refunding Facility and deposit of
such funds under the Escrow Agreements, the applicable Bonds are defeased and the
lien upon property and revenues of the Borrower in favor of the holders thereof is
thereby released.
(e) Advances in respect of the Project Facility shall be available upon
receipt by the Bank of, among other things as set forth herein, a duly executed and
completed Project Draw Request in the form set forth in Exhibit A hereto, together
with the certificate of the Borrower's Consulting Engineer supervising the works in
respect of which such advance is requested and the certificate of the Borrower's
Finance Director, as described in the Project Draw Request.
(f) Advances in respect of the Issuance Cost Facility shall be made at the
closing of the transaction contemplated herein, in accordance with the executed
Closing Statement of the Bank and the Borrower, dated as of the date hereof.
1.02 Nature of Obligations. The Note, the interest thereon and other amounts
payable hereunder by the Borrower do not and shall not constitute a general indebtedness
of the Borrower within the meaning of any constitutional provision or statutory limitation
but shall be payable solely from the moneys and sources pledged in the Resolution and
other legally available non-ad valorem revenues and funds of the Borrower. Neither the
faith and credit nor the ad valorem taxing power of the Borrower, the State of Florida or
any political subdivision thereof is pledged to the payment of the principal of or interest on
the Note or other costs incidental to the Note.
1.03 Security for the Indebtedness: Other Documents. The indebtedness now or
hereafter evidenced by the Note (the "Indebtedness") shall be secured as a first priority lien
upon and pledge of the Pledged Revenues and the Utility System Debt Service Reserve
Fund, as provided in the Resolution. The Borrower shall execute, deliver and cause to be
filed or recorded such financing statements and other documents as the Bank may
reasonably request to perfect and continue perfection of the Bank's lien on the Pledged
Revenues and the Utility System Debt Service Reserve Fund. In addition, the Borrower
shall execute a Waiver of Jury Trial (as amended from time to time, the "Waiver of Jury
Trial") in form satisfactory to the Bank.
1.04 Credit Facilities Fee. The Borrower shall pay to the Bank a non-refundable
facility fee of $25,000 on the closing hereof for establishing the credit facilities provided
hereunder.
ARTICLE II
CONDITIONS
2.01 Conditions to Advances. The obligation of the Bank to make advances
hereunder or under the Note on or after the date hereof is subject, without limitation, to
satisfaction of the following conditions precedent:
(a) The Borrower's representations and warranties set forth in the
Resolution and in the Loan Documents shall be true and correct on and as of the
date hereof and on and as of the date of each such advance.
(b) On the date hereof and on the date of each such advance, the
Borrower shall be in compliance with all the terms and provisions set forth in this
Agreement on its part to be observed or performed, and no Default or Event of
Default shall have occurred. For purposes of this Agreement, "Default" shall mean
any Event of Default set forth in Article VI hereof whether or not any requirement
for notice or lapse of time in connection with such event has been satisfied.
(c) The Bank shall have received on or before the date hereof and the
date of each such advance in form reasonably satisfactory to it: (i) the duly executed
Loan Documents; (ii) certified copies of the Resolution and of Resolution No.
of the Borrower; (iii) certificates of officers of the Borrower in respect of Project
approvals, compliance with laws and other matters as the Bank shall require; and (iv)
such other duly executed and delivered closing documents as the Bank shall require.
(d) The Bank shall have received on or before the date hereof, (i) from
attorneys for the Borrower acceptable to the Bank, opinions addressed to the Bank
in form and substance satisfactory to the Bank, and (ii) from attorneys for the Bank,
an opinion regarding the tax-exempt status of the Note, in form and substance
satisfactory to the Bank and the Borrower, which shall also be addressed to the
Borrower.
(e) The Bank shall have received the then-current Annual Budget and
financial statements regarding the consolidated operating results and fund balances
of the Utility System, in form and substance satisfactory to the Bank.
(f) The Utility System Debt Service Reserve Fund shall have been
established, and all then-required installment amounts in respect thereof shall have
been deposited therein.
(g) The Utility System Revenue Fund shall have been established [in the
books and records of the Borrower], and the Borrower shall be depositing [and
accounting for] all Gross Revenues therein.
(h) The Utility System Restricted Reserve Fund shall have been
established, and the Borrower shall be depositing all required amounts therein.
(i) In respect of advances under the Refunding Facility, the Bank shall
have received written funding instructions from the escrow agent under the
applicable Escrow Agreement, at least [one] business day in advance.
(j) In respect of advances under the Project Facility: (i) all of the Prior
Bonds shall have been defeased, unless the Bank and the Borrower shall agree
otherwise in writing; (ii) the Bank shall have received an opinion of special counsel
to the Borrower to such effect and to the effect that the lien upon the Pledged
Revenues (or a portion thereof) or other property of the Borrower in respect of all
of the Prior Bonds is released in full; (iii) the Bank shall have received and accepted
(1) a fixed price construction contract in respect of the work to be financed with such
advance, between the Borrower and a contractor acceptable to the Bank, (2) a
project schedule, (3) payment and performance bonds, (4) plans and specifications
in respect of the work to be financed with such advance, (5) the Engineering
Feasibility Study (defined below), and [(6) the Financial Feasibility Study (defined
below)]; and (iv) the Borrower shall have retained a professional consulting firm,
acceptable to the Bank, to act as construction manager for such portions of the
Project as the Bank shall require.
2.02 Other Documents. The Bank shall have received on or before the date hereof
or the date of any advance hereunder such other documents or items as the Bank may
reasonably request.
ARTICLE III
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that from the date hereof:
3.01 Financial Statements of the Borrower. The Borrower will deliver to the Bank
the following:
(a) Within one hundred twenty (120) days after the end of each fiscal year
of the Borrower, the Borrower's financial statements (including operating results and
fund balances of the Utility System on a consolidated basis) as of the end of and for
such fiscal year of the Borrower in reasonable detail, setting forth in comparative
form the corresponding figures for that date and period and for the corresponding
date and period in the preceding fiscal year, certified by independent certified public
accountants of recognized standing selected by the Borrower and acceptable to the
Bank, whose certificate shall be satisfactory to the Bank in scope and substance.
(b) Promptly upon receipt thereof, copies of all other detailed reports (if
any) (including, without limitation, any management letters) submitted to the
Borrower by independent certified public accountants in connection with each annual
or interim audit or review of the books of the Borrower by such accountants.
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(c) With each delivery required under subparagraph(a) above,compliance
certificates in form approved by the Bank executed by (i) an executive officer of the
Borrower demonstrating compliance with the Loan Documents, and (ii) the
independent public accounting firm retained by the Borrower stating that during the
course of their preparation of the financial statements of the Borrower, nothing came
to their attention which led them to believe that the Borrower was in default under
the Loan Documents (or the nature of any such default).
(d) Promptly upon the occurrence of any Default or Event of Default, a
notice thereof, specifying the nature thereof; and promptly upon the occurrence of
any event or discovery of any fact which might affect or indicate a material adverse
change in the Borrower's financial condition, notice thereof specifying the nature
thereof.
(e) At least one day prior to the beginning of each fiscal year of the
Borrower, the certified Annual Budget.
(f) Such other material information as the Bank may from time to time
reasonably request.
3.02 Financial Information. All financial information submitted by the Borrower
hereunder shall be prepared in accordance with accepted accounting principles applicable
to municipal water and sewer utility systems on a basis consistently applied. The Borrower
will maintain books of account in respect of its Utility System in accordance with such
accounting principles. The books of account shall disclose the information necessary for
determining whether the Borrower has satisfied the provisions and requirements of this
Agreement and the other Loan Documents.
3.03 Taxes and Other Charges. The Borrower will pay and discharge or cause to
be paid and discharged all taxes, charges, liabilities or claims of any type at any time
assessed against or incurred by the Borrower, or which could become a lien against the
Borrower or any of its properties. Nothing in this subsection shall require the payment of
any such sum if the Borrower promptly notifies the Bank and by appropriate proceedings
contests the same in good faith.
3.04 Insurance. The Borrower will maintain adequate insurance for its Utility
System with responsible insurers with coverage normally obtained by municipalities in
respect of water and sewer systems similar to that of the Borrower but covering at least:
(i) damage to physical property from fire, storms, and other hazards for the full insurable
value of such property; and (ii) liability on account of injury to persons. If requested by the
Bank, the Borrower will provide the Bank, within ninety (90) days after the end of each of
its fiscal years, a certificate of the Borrower specifying the types and amounts of insurance
in force and the insurers of each risk covered by such insurance. Upon the occurrence of
any casualty loss to the Utility System, the Borrower shall utilize insurance proceeds to
repair and restore to service such facilities as promptly as practicable.
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3.05 Use of Proceeds. The funds borrowed under the Note shall be used solely for
the purpose for which they are advanced under this Agreement.
3.06 Tax Covenants. The Borrower covenants that it (i) will not use the proceeds
of the Note in any manner which would cause the interest on the Note to be or become
includable in the gross income of the owner thereof for federal income tax purposes or
cause the Note not to be a "qualified tax-exempt obligation" (as defined in the Code), (ii)
will not do any act or fail to do any act which would cause the interest on the Note to
become includable in the gross income of the owner thereof for federal income tax purposes
or cause the Note not to be qualified tax-exempt obligations, and (iii) will comply with all
provisions of the Code necessary to maintain the exclusion of interest on the Note from the
gross income of the owner thereof for federal income tax purposes, including, in particular,
the payment of any amount required to be rebated to the United States Treasury pursuant
to the Code. The Borrower shall determine any rebate to the United States Treasury which
is required by Section 148 of the Code. However, if the Borrower fails, in the Bank's
judgment, to properly determine such rebate amount then the Bank may, at the Borrower's
expense, hire counsel, accountants or experts which the Bank, in its sole discretion,
determines advisable to determine the amount, due dates and any other rebate requirements
and the Borrower shall remit such rebate amount to the federal government not later than
the due date thereof. The Bank will not be liable for any failure to comply with Section 148
of the Code.
3.07 Notice of Litigation. Promptly after the commencement thereof,the Borrower
shall furnish the Bank notice of all actions, suits and proceedings before any court or
governmental department, commission, hoard, bureau, agency or instrumentality, domestic
or foreign, affecting the Borrower.
3.08 Other Events. The Borrower shall promptly notify the Bank of any default
under or violation of any material agreement, law or regulation to which the Borrower is
a party or by which it is bound. The Borrower shall promptly perform all of its obligations
under any agreements to which it is a party and shall use its best efforts to ensure
compliance by other parties with such agreements.
3.09 Compliance with Laws: Permits. The Borrower shall comply at all times with
all statutes, regulations, orders and judgments to which it is subject. The Borrower shall
timely obtain all necessary permits and approvals required for the completion of the Project.
The Borrower shall comply with all federal, state and local laws applicable to the Projects
and the Utility System, including all conditions of applicable permits, licenses and interlocal
agreements related thereto.
3.10 Project Description. The Borrower has provided a detailed description of each
of the Projects, together with projected commencement and completion schedules, which is
attached hereto as Exhibit B.
3.11 Completion of Projects. The Borrower shall diligently and faithfully pursue
the completion of each of the Projects in accordance with the schedules therefor provided
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to the Bank. The Borrower shall, to the extent funds are not timely available to complete
all of the Projects in accordance with such schedules, provide to the Bank a revised schedule
and budget for completion of those Projects for which financing is available, together with
a report of the Consultant Engineer regarding the feasibility of the revised Project schedule.
3.12. Operation and Maintenance. The Borrower will maintain or cause to be
maintained the Utility System and all portions thereof in good condition and will operate
or cause to be operated the same in an efficient and economical manner, making or causing
to be made such expenditures for equipment and for renewals, repairs and replacements as
may be proper for the economical operation and maintenance thereof.
3.13. Books and Records. The Borrower shall keep books, records and accounts
of the operation of the Utility System, and of the Gross Revenues and Operating Expenses,
and the Holder of the Note or the duly authorized representatives thereof shall have the
right at all reasonable times to inspect all books, records and accounts of the Borrower
relating thereto.
3.14 Access. The Bank (by any of its officers, employees or agents) shall have the
right, exercisable as frequently as the Bank reasonably determines to be appropriate, to
inspect, audit and make extracts from all of the records, files and books of account of the
Borrower. All costs, fees and expenses incurred by the Bank, or for which the Bank has
become obligated, in connection with ally such inspection, audit and verification shall be
payable by the Borrower to the Bank. The Borrower shall instruct its banking and other
financial institutions to make available to the Bank such information and records as the
Bank may request. The Bank shall have the right, at all reasonable times, to enter and
examine and inspect the Projects (by and through its agents or employees). The Bank shall
be given advance notice of, and shall have the opportunity to attend (by and though its
agents or employees) meetings of the Borrower's staff or consultant engineers or contractors
at which substantive and material matters relating to the scheduling, costs and construction
of or changes to, the Projects will be considered. Any reviews or approvals by the Bank will
be for the benefit of the Bank and not the Borrower or any other person. The Bank has
no liability for any defects including hut not limited to, structural or material defects in the
Project.
3.15 Compliance with Resolution and Other Loan Documents. The Borrower shall
timely comply with all terms, conditions and provisions of the Resolution, this Agreement
and the other Loan Documents.
3.16 Professional Consultants. The Borrower shall engage Consulting Engineers
and certified public accountants acceptable to the Bank (i) to prepare an engineering
feasibility study (the "Engineering Feasibility Study") [and (ii) to prepare (or review the
Borrower-prepared) forecasts of Pledged Revenues, Project costs and debt service coverage
(the "Financial Feasibility Study"), respectively.] The Engineering Feasibility Study shall
include a description of existing facilities, proposed Project improvements and costs, affected
service areas and capacities relative to forecasted demand (including, without limitation,
capacities under any required permits and intergovernmental or private contracts for water
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source, sludge disposal, etc.), as well as addressing environmental and permitting
requirements and the status of the Borrower's compliance with all existing laws, regulations,
rules and permits. The Financial Feasibility Study shall present the financial and
operational results and forecasts of the Utility System on a consolidated basis. The
Borrower shall also engage a Consulting Engineer acceptable to the Bank to act as
construction manager for those portions of the Project as the Bank shall require. All such
professional consultants shall be engaged by the Borrower, and the Borrower shall provide
copies of their reports and memoranda to the Bank.
3.17 Further Assurances. If at any time counsel for the Bank is of the reasonable
opinion that any portion of the Indebtedness is not secured or will or may not be secured
by a first priority lien and pledge upon the Pledged Revenues and the Utility System Debt
Service Reserve Fund, as set forth in the Resolution, except to the extent that the Pollution
Control Bonds have not been defeased, as described in Section 2.01(j), then the Borrower
shall, after written notice of such opinion from the Bank, do all things and matters necessary
to assure to the reasonable satisfaction of counsel for the Bank that any part of the
Indebtedness then existing or thereafter to be created is secured or will be so secured.
3.18 Refunding.
(a) Effective upon and subject to the execution and delivery of the Escrow
Agreement relating to the Oak Harbor Bond, the Borrower (i) does hereby call the
Oak Harbor Bond in whole for redemption on March 1, 1994, at a redemption price
of par plus accrued interest to the redemption date, and (ii) does hereby give
irrevocable instructions to the paying agent for the Oak Harbor bond to give notice
of such call for redemption in the manner provided in the Borrower's Ordinance No.
80-88-37, which authorizes the issuance of the Oak Harbor Bond.
(b) Effective upon and subject to the execution and delivery of the Escrow
Agreement relating to the Buccaneer Bond, the Borrower (i) does hereby call the
Buccaneer Bond in whole for redemption on May 15, 1994, at a redemption price of
par plus accrued interest to the redemption date, and (ii) does hereby give
irrevocable instructions to the paying agent for the Buccaneer Bond to give notice
of such call for redemption in the manner provided in the Borrower's Ordinance No.
80-85-26, which authorized the issuance of the Buccaneer Bond.
(c) Effective upon and subject to the execution and delivery of the Escrow
Agreement relating to the Pollution Control Bonds, the Borrower (i) does hereby
provide for the prepayment and defeasance of its obligations under that certain Loan
Agreement among the State of Florida Department of Environmental Regulation,
the Division of Bond Finance of the State of Florida Department of General Services
and the Borrower relating to the Pollution Control Bonds, and (ii) does hereby give
irrevocable instruments to the State Agencies (as defined in said Loan Agreement)
to call the Pollution Control Bonds maturing after July 1, 1996, for redemption on
July 1, 1996, at a redemption price of 102% (expressed as a percentage of the
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principal amount of the Pollution Control Bonds to be redeemed), plus accrued
interest to the redemption date.
ARTICLE IV
NEGATIVE COVENANTS
The Borrower covenants and agrees it will not take any of the following actions from
the date hereof:
4.01 Liens. The Borrower will not create, incur, assume or suffer to exist any
mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any
Utility System properties or equipment, whether now or hereafter owned, or enter into or
suffer to exist any sale/leaseback, conditional sales contracts or other title retention
agreements in respect thereof.
4.02 Sale or Pledge of Property. The Borrower will not sell, lease or otherwise
dispose of or transfer any of its interests in any Utility System properties or equipment,
except obsolete or replaced equipment in the ordinary course of business.
4.03 Additional Debt. The Borrower shall not secure additional indebtedness with
a lien on the Pledged Revenues or the Utility System Debt Service Reserve Fund; provided
however, that the Borrower may secure additional indebtedness with a lien on the Pledged
Revenues if the Borrower gives written notice thereof to the Bank at least 30 days prior to
such event and if:
(a) in the case that the lien of such additional indebtedness is on a parity
with the Bank's lien, then:
(i) acceleration of such additional indebtedness is an event of
default under the Note; and
(ii) the Borrower shall have obtained a certificate of an independent
certified public accountant to the effect that the Net Revenues of the Utility
System for the immediately preceding fiscal year or the immediately preceding
twelve (12) consecutive months, adjusted as hereinafter provided, would have
been sufficient to provide a "Debt Service Coverage Ratio" for the aggregate
Utility System indebtedness of at least 1.20 to 1.00, assuming that the
maximum annual debt service for the additional indebtedness was included
in the indebtedness relating to the Utility System;
or
(b) in the case that the lien of such additional indebtedness is subordinate
to the Bank's lien, then:
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(i) acceleration of such additional indebtedness shall be an event
of default under the Note; and
(ii) the subordination provisions of such indebtedness shall be
acceptable to the Bank.
(c) For the purposes hereof, the term "Debt Service Coverage Ratio"shall
mean the ratio of the Net Revenues to the "Total Debt Service" of the Utility System.
For such purpose, the Gross Revenues of the Utility System may be adjusted by the
independent certified public accountant upon the written advice of the Borrower's
consulting engineers, at the option of the Borrower, to reflect (i) if the Borrower,
prior to the issuance of such additional indebtedness, shall have increased water and
sewer service charges, the Gross Revenues for the applicable 12-month period may
be adjusted to show the Gross Revenues which would have been derived if such
increased water and sewer service charges had been in effect during the entire 12-
month period, (ii) if the Borrower, prior to the issuance of the additional
indebtedness, shall have acquired or contracted to acquire a water or sewer system
the cost of which will be paid from all or part of the proceeds of such additional
indebtedness, then the Gross Revenues may be adjusted to reflect the revenues which
would have been derived from the water and sewer utility system to be acquired as
if such existing system had been a part of the Utility System during such 12-month
period, (iii) if the Borrower will be constructing or acquiring extensions or
improvements to the Utility System from the proceeds of such additional
indebtedness and has established rates by official action to be charged and collected
from the users of such facilities, such Gross Revenues may be adjusted to reflect the
revenues estimated by the consulting engineers to be derived during the first 12
months of operation after completion of the construction or acquisition of such
extensions or improvements. "Total Debt Service" shall mean the total amount of
regularly scheduled interest payable, plus regularly scheduled principal payable, in
respect of all obligations for borrowed money relating to the Utility System or
payable from and secured by a lien (or proposed lien) on the Pledged Revenues,
including for the purposes hereof, all regularly scheduled interest and principal in
respect of the proposed additional indebtedness. For the purposes hereof, interest
payable with respect to variable rate indebtedness shall be deemed to be equal to the
amount payable thereunder assuming that the applicable interest rate for the
calculation period were equal to 1154 of the average interest rate that was (or
would have been) applicable to such indebtedness over the [twelve] month period
preceding the date of preparation of the certificate referred to in subparagraph (b)
above.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants, and so long as this Agreement is in effect or
any part of the Indebtedness remains unpaid, shall continue to represent and warrant at all
times, that:
5.01 Authority to Execute and Deliver Loan Documents: Binding Effect. The
Borrower is a municipal corporation and a political subdivision of the State of Florida,
created and existing pursuant to the Constitution and laws of the State. Pursuant to the Act
and other applicable provisions of law, the Borrower is authorized to enter into the
transactions contemplated by the Resolution, this Agreement and the other Loan
Documents and to carry out its obligations under the Resolution, this Agreement and the
other Loan Documents to which it is a party. The Borrower has duly authorized the
execution and delivery of this Agreement and the other Loan Documents to which it is a
party by its Mayor and City Manan er by all necessary action, and the execution and delivery
of this Agreement and the other Loan Documents to which it is a party will not contravene
any provision of law or any judgment, order or decree naming the Borrower and to which
the Borrower is a party, or constitute a breach or default under any contract, agreement or
other instrument to which the Borrower is a party. The Loan Documents to which the
Borrower is or will be a party when executed and delivered will be legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective terms and
provisions.
5.02 Pledged Revenues. Except for the pledge in respect of the Prior Bonds,which
shall be defeased with advances under the Refunding Facility, the Borrower has not and will
not pledge any of the Pledged Revenues except as provided in the Resolution and herein.
5.03 Legal or Administrative Proceedings. There are no actions, suits,
investigations or proceedings by any person or entity pending or threatened against the
Borrower or to which it is a party involving the possibility of any judgment or liability in
excess of$ in the aggregate not fully covered by insurance or by adequate reserves
set up on the books of the Borrower.
5.04 Default. There exists as of the date hereof no Default or Event of Default.
5.05 Financial Statements. The Borrower has heretofore made available to the
Bank financial statements in respect of the Borrower [and the consolidated Utility System]
as of and for the fiscal year ending September 30, 1992. Those financial statements fairly
present the financial condition of the Borrower and of the Utility System and the results of
operations as of the dates thereof. Since September 30, 1992, there has been no material
adverse change in the assets or the financial condition of the Utility System or of the
Borrower from that set forth or reflected in the financial statements as of that date.
5.06 Solvency. After giving effect to the full funding of the loans contemplated
herein, the Borrower is solvent. "Solvent" shall mean, when used with respect to the
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Borrower, that: (a) the Borrower does not intend to incur, and does not believe and has
no reason to believe that it will incur, debts beyond its ability to pay as they become due;
(b) the sum of the Borrower's assets is greater than all of the Borrower's liabilities at a fair
valuation; (c) the Borrower has sufficient cash flow to enable it to pay its debts as they
become due; and (d) the Borrower does not have unreasonably small capital to carry on its
business as theretofore operated and all businesses in which it is about to engage. "Fair
valuation" is intended to mean that value which can be obtained if the assets are sold within
a reasonable time in arm's-length transactions in an existing and not theoretical market.
5.07 Certain Payments. All payments made on the Note with respect to which any
Impact Fees form a part thereof are made with Improvements Impact Fees, and the
Borrower shall be deemed to have made this representation and warranty to the Bank upon
each payment made on the Note.
5.08 Rates. The Rates (including those applicable to non-residents of the
Borrower) established by the Rate Ordinance were duly adopted in accordance with all
applicable state and local laws, which Rate Ordinance has not been modified, amended
replaced, rescinded or challenged, and is in full force and effect.
5.09 Improvements. The design, acquisition and construction of the Improvements
have been duly authorized in accordance with all applicable state and local laws (including,
without limitation, Chapter 180, Florida Statutes).
AlTICLE VI
EVENT'S OF DEFAULT
6.01 Events of Default. Etch of the following events shall constitute an "Event of
Default" hereunder:
(a) if the Borrower defaults in the payment of any principal, interest or
other amount under the Note when the same shall become due, either by the terms
thereof or otherwise as provided herein, or if the Borrower defaults in the payment
of installments due in respect of the Utility System Debt Service Reserve Fund when
the same shall become due as provided in the Resolution; or
(b) if the Borrower defaults in the due and punctual performance of any
other of the covenants, conditions, agreements and provisions contained in the
Resolution on its part to be performed, and such default continues for a period of
thirty (30) days after written notice of such default shall have been received from the
Bank. Notwithstanding the foregoing, the Borrower shall not be deemed in default
hereunder if such default can he cured within a reasonable period of time and if the
Borrower in good faith institutes curative action and diligently pursues such action
until the default has been corrected.
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(c) if the Borrower defaults: (i) in any payment of principal of or interest
on any other obligation for borrowed money beyond any period of grace provided
with respect thereto or (ii) in the performance or observance of any other agreement,
term, or condition contained in any agreement under which any such obligation is
created if the effect of such default is to cause, or permit the holder or holders of
such obligation (or trustee on behalf of such holder or holders) to cause, such
obligation to become due prior to its stated maturity; or
(d) if any statement. representation or warranty made by the Borrower
herein or in any writing now or hereafter furnished in connection with or pursuant
to the Loan Documents or in connection with any audit shall be false in any material
respect; or if the Borrower omits or fails to disclose immediately any substantial
contingent or liquidated liabilities, or any material adverse change in facts previously
disclosed by any statement, representation, certificate or warranty to the Bank; or
(e) if the Borrower defaults in the performance or observance of any
agreement or covenant contained in Articles III and IV hereof; or
(f) (i) if any Event of Default occurs under any other Loan Document; or
(ii) if the Borrower defaults in the performance or observance of any other
agreement, covenant, term or condition contained herein or in any other Loan
Document and such default shall not have been remedied within the grace period
therein provided or, if no grace period is specified, within 30 days after written notice
thereof is sent by the Bank to the Borrower; or
(g) if the Borrower makes an assk nment for the benefit of creditors or is
generally not paying its debts as they become due; or
(h) if any order, judment or decree is entered under the bankruptcy,
reorganization, compromise, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction adjudicating the Borrower
bankrupt or insolvent; or
(1) if the Borrower petitions or applies to any tribunal for, or consents to,
the appointment of a trustee, receiver, custodian, liquidator, or similar official, of the
Borrower or of any substantial part of the assets of the Borrower, or commences a
voluntary case under the Bankruptcy Code of the United States or any proceedings
relating to the Borrower under the bankruptcy, insolvency, or moratorium law of any
other jurisdiction, whether now or hereafter in effect.
6.02 Remedies. If any Event of Default shall occur, the Bank may by notice to the
Borrower, effective upon dispatch. declare any obligation of the Bank to make advances
under the Note to be terminated whereupon the same shall forthwith terminate, and the
Bank may by notice to the Borrower, effective upon dispatch, declare the entire unpaid
principal amount of the advances and the Note then outstanding, all interest accrued and
unpaid thereon and all other Indebtedness of the Borrower to the Bank under this
- 13 -
Agreement or any of the other Loan Documents to be forthwith due and payable.
Thereupon, the advances then outstanding and the Note, all such accrued interest and all
such other Indebtedness shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower, and the Bank may immediately enforce payment of all such
amounts and exercise any or all of the rights and remedies of the Bank under the
Resolution, this Agreement and other Loan Documents, including without limitation the
right to resort to any or all of the collateral including the Pledged Revenues and the Utility
System Debt Service Reserve Fund, and exercise any or all of the rights of a secured party
pursuant to the laws of the State of Florida with respect thereto. In addition, the Bank may,
either at law or in equity, by suit, action, mandamus or other proceedings, protect and
enforce its rights hereunder, under the Resolution and under the laws of the State of Florida
(including for specific performance of covenants and for the appointment of a receiver) and
to compel the performance of all duties of the Borrower hereunder, under the Resolution
or under the laws of the State of Florida, as the Bank shall deem necessary.
6.03 Termination of Rights_to Advances; Automatic Acceleration. Notwithstanding
anything herein to the contrary, (a) the Borrower's right, if any, to obtain any additional
advances under the Note shall automatically terminate upon the initiation by the Borrower
of any proceeding under the Federal Bankruptcy Code, or upon the occurrence of any Event
of Default described in subparagraphs (g), (h) or (i) of Section 6.01, and (b) all
Indebtedness shall automatically be and become immediately due and payable upon the
occurrence of any Event of Default described in subparagraphs (h) or (i) of Section 6.01.
;ti?'1'1C1.E VII
7.01 Expenses. The Borr:nNer agrees to pay, and save the Bank harmless against
liability for the payment of, all out-of-pocket expenses arising in connection with this
transaction (including any renewals or modifications relating hereto), and the fees and
expenses of the Bank's counsel: provided however that such fees (exclusive of out-of-pocket
expenses) shall not exceed $25,000 in the a`gregate in respect of the original closing of the
transactions contemplated herein (exclusive of out-of-pocket expenses, which shall not
exceed $1,500). If an Event of Default shall occur, the Borrower shall also pay all of the
Bank's costs of collection, including court costs and fees of attorneys and legal assistants
(whether incurred in connection with trial or appellate proceedings). The Borrower
authorizes the Bank to make advances under the Note to pay all such expenses.
7.02 Survival of Repesentations and Warranties. All representations and
warranties contained herein or made in writing by die Borrower in connection herewith shall
survive the execution and delivery of the Loan Documents.
7.03 Successors and Assipns. All covenants and agreements in this Agreement
contained by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assign; ;,f the parties hereto whether so expressed or not.
- 14 -
The Borrower shall not he entitled to assign its rights hereunder. The Bank may, without
the Borrower's consent, assign all or part of its rights hereunder or grant participations
therein. The Bank may disclose to any such assignee or participant such information
concerning the Borrower as the Bank deems appropriate.
7.04 No Third Party Beneficiaries. There are no third party beneficiaries to this
Agreement or to the other Loan Documents.
7.05 Notices. All communications, notices or demands provided for hereunder or
under any other Loan Document to which the Borrower is a party shall be sent by first class
mail, by courier, by hand, or by certified mail as follows or to such other address with
respect to any party as such part. ;l!aH :notify the others in writing:
To the Bank: 13arnett Bank of Jacksonville, N.A.
`t) North Laura Street
Jacksonville, Florida 32202
Attn: Corporate Banking Group
To the Borrower: City of Atlantic Beach
500 Seminole. Road
Atlantic Beach, Florida 32233
Attn: Kine D. Leinbach, City Manager
Each such communication, notice or demand shall be deemed given: (i) when deposited in
the mail with proper postage affixed if sent by mail; and (ii) when actually delivered to the
appropriate address if sent by courier or by hand.
7.06 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.
7.07 Headings. The descriptive section headings herein have been inserted for
convenience only and shall not be deemed to limit or otherwise affect the construction of
any provisions hereof.
7.08 Counterparts. This Agiecnt :nt may be executed simultaneously in several
counterparts. Each counterpart shall be deemed an original.
7.09 Remedies Cumulative. All rights and remedies of the Bank hereunder and
under the other Loan Documents are cuinulatiye and in addition to any rights and remedies
which the Bank may have under the laws of Florida. The Bank's exercise of any one right
or remedy against one party hereto ,yil! not deprive the Bank of any right or remedy against
that party or any other parties hereto. No right, power or remedy conferred upon or
reserved to the Bank under this Aar:.: neat or any other of the Loan Documents is exclusive
of any other right, power or remedy in any of the an Documents, but each and every such
right, power and remedy shall be cumulative and concurrent and shall be in addition to any
- 15 -
other right, power and remedy given hereunder or under any other Loan Documents, or now
or hereafter existing at law, in equity or by statute.
7.10 Delay or Omission. No delay or omission of the Bank to exercise any right,
power or remedy under any of the Loan Documents or accruing upon any Event of Default
shall exhaust or impair any such right, power or remedy or shall be construed to waive any
such Event of Default or to constitute acquiescence therein. Every right, power and remedy
given to the Bank under any of the Loan Documents may be exercised from time to time
and as often as may be deemed expedient by the Bank.
7.11 No Waiver of One Default to Affect Another. No waiver of any Default or
Event of Default hereunder sh:tl! extend to or affect any subsequent Default or Event of
Default or any other Default or Event of Default then existing, or impair any rights, powers
or remedies consequent thereon.
7.12 Changes. No term 01 any Loan Document may be changed, waived,
discharged or terminated orally, or by any action or inaction, but only by an instrument in
writing signed by the party against \\Mich enforcement of the change, waiver, discharge or
termination is sought.
7.13 Severability. If any portion of any Loan Document is declared void by any
court as illegal or :wainst public policy, the remainder of the Loan Document in question
shall continue in fall effect.
7.14 Lost or Damaged Note. Upon receipt by the Borrower of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of the Note (the "Lost Note")
and of an indemnity agreement reasonably satisfactory to the Borrower, the Borrower will
make and deliver to the Bank a new Note of like tenor, date and principal amount in lieu
of the Lost Note.
7.15 Survival of Ohlig;►tions Upon Termination of Financing Arrangement. Except
as otherwise expressly provided for in the Loan Documents, no termination or cancellation
(regardless of cause or procedure) of the financing under this Agreement shall in any way
affect or impair t obligation:, duties, and liabilities of the Borrower or the rights of the
Bank relating to any transaction or event occurring prior to such termination. All
undertakings, agreements, indemnifications, covenants, warranties and representations
contained in the Loan Documents shall survive such termination or cancellation. This
Agreement supersedes and replaces any commitment letter relating to the Indebtedness.
- 16 -
IN 'WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
CITY OF A LANTIC BE CE '
J
is IV ayor
A FI EST: 1 %':
Its City Manager
City C erk • 5
13;\R I "['1' BANK OF JACKSONVILLE, N.A.
It,.
APPROVED AS TO FORM,
SUFFICIENCY AND CORRECT, ESS:
ityAtol
(AB:Loan-Agt)
- 17 -
EXHIBIT A — �. c rz , 6i ,2) e A
(form of)
PROJECT DRAW REQUEST
The undersigned Fiance Director of the City of Atlantic Beach, Florida (the "City"),
hereby requests an advance under the City's $10,000,000 Water and Sewer Revenue Note,
Series 1993 (the "Note"; capitalized terms used and not otherwise defined herein shall have
the meanings assigned thereto in the City's Resolution No. 93- , authorizing the issuance
of the Note), and certifies to the Bank as follows:
1. Amount of advance(s) requested:
(a) $
(b) $
(c) $
2. Project(s) with respect to which such advance(s) are requested and aggregate
Advances with respect thereto as of the date hereof;
(a) ; $
(b) • $
(c) ; $
3. Present estimated cost to complete such Project(s), together with original
estimated cost thereof as shown on Exhibit F to the Resolution:
Estimated Cost
to Complete Cost from Exhibit F
(a) $ $
(b) $ $
(c) $ $
4. Adequate advances remain available under the Note in respect of each such
Project in accordance with the original estimated cost(s) thereof as set forth
in Exhibit F to the Resolution.
OR
4. Funds in the amount of$ are available for the completion of the
Project(s) described above from sources legally available therefore and
heretofore budgeted and appropriated thereto on , 19 by
Resolution No. of the City,which funds, together with advances available
with respect to such Project(s) under the Note (in accordance with Exhibit F
to the Resolution) will be adequate to complete such Project(s).
5. Funds requested hereunder are requested for payment of proper costs of the
Project(s) described herein.
6. All work in respect of such Project(s) is being timely completed in accordance
with the plans and specifications therefor [except
1
7. There are no Defaults or Events of Default under the Loan Agreement.
8. There are no material defaults by the contractors performing the construction
and installation of the Project(s).
9. Attached hereto is a duly executed certificate of the Consulting Engineer.
IN WITNESS WHEREOF, the undersigned has executed this Project Draw Request
this day of , 199_
Name:
Finance Director
(Page 2, Project Draw Request)
(form of)
CONSULTING ENGINEERS CERTIFICATE
THE UNDERSIGNED, the of
duly appointed Consulting Engineer to the City of Atlantic Beach, Florida (the "City") does
hereby certify that the attached Project Draw Request of the City's Finance Director is, to
the best of our knowledge, true and correct.
IN WITNESS WHEREOF, the undersigned has set his/her hand this day of
, 199
Name:
Title:
(AB:Drw-Rqst)
(Page 3, Project Draw Request)
EXHIBIT B
PROJECT DESCRI;'TIONS ANI) SCHEDULES
CITY OF ATLANTIC BEACH, FLORIDA
WATER AND SEWER REVENUE NOTE
R-1
$10,000,000.00 July 1, 1993
Jacksonville, Florida
FOR VALUE RECEIVED, the undersigned, City of Atlantic Beach, Florida, a
municipal corporation and political subdivision of the State of Florida (the "Borrower"),
hereby promises to pay to the order of Barnett Bank of Jacksonville, N.A. (the "Lender"),
whose address is 50 North Laura Street, Jacksonville, Florida 32202, the principal sum of
Ten Million and NO/100 Dollars ($10,000,000.00), or such lesser sum as is advanced
hereunder, together with interest on each advance hereunder from the date of such advance
until payment in full at the rate provided herein. This Note is the Note referred to in that
certain Loan Agreement, dated as of the date hereof, between the Borrower and the Lender
(as amended from time to time, the "Loan Agreement"), and is entitled to the benefits
thereof. This Note is issued by the Borrower pursuant to its Resolution No.
adopted June 28, 1993, and is entitled to the benefits thereof. Capitalized terms used and
not otherwise defined herein are used with the meanings assigned thereto in the Resolution.
This Note shall be governed by the following provisions:
1. Payments.
(a) The Borrower shall pay all accrued interest hereunder on the first day
of each October 1, January 1, April 1 and July 1, commencing October 1, 1993 and
continuing through and including July 1, 1996.
(b) The Borrower shall pay installments of principal and accrued interest
on each October 1, January 1, April 1 and July 1, commencing October 1, 1996 and
continuing through and including July 1, 2008, in substantially equal amounts
sufficient to fully amortize the outstanding balance of this Note on October 1, 1996
in forty-eight (48) quarterly payments. All outstanding principal hereunder, together
with all accrued and unpaid interest thereon, shall be due and payable in full on July
1, 2008.
2. Interest.
(a) Interest shall accrue on the outstanding principal balance of this Note
at an annual rate of interest equal to 5.35%, subject to adjustment as provided in
Annex I hereto. Notwithstanding anything contained herein or in Annex I hereto,
no increase in the interest rate hereunder shall be applicable if the cause thereof is
due to factual circumstances of, and unique to, the Lender. The Lender and the
Borrower shall cooperate, at the expense of the Borrower except as to matters
described in the preceding sentence, to minimize, to the extent practicable, the
impact of any tax law changes or circumstances or events giving rise to an increase
in the interest rate applicable hereto as provided in Annex I, and any such increases
shall be deferred, without forgiveness, for 60 days.
(b) Interest shall be calculated on the basis of a 360-day year (based upon
the actual number of days elapsed).
(c) The total liability of the Borrower and any endorsers or guarantors
hereof for payment of interest shall not exceed any limitations imposed on the
payment of interest by applicable usury laws. If any interest is received or charged
by any holder hereof in excess of that amount, the Borrower shall be entitled to an
immediate refund of the excess.
(c) Upon the occurrence of an Event of Default hereunder, interest shall
accrue at the Default Rate hereinafter set forth notwithstanding the provisions of this
section.
3. Prepayment. The Borrower shall be entitled to prepay this Note in whole or
in part at any time without penalty. Prepayments of principal shall be applied in the inverse
order of principal payments required hereunder. The Borrower shall provide the Lender
with ninety (90) days' prior written notice indicating that any payment hereunder is intended
as a prepayment. The amount available for borrowings hereunder shall thereafter be
reduced by the amount of any such prepayment.
4. Application of Payments. All payments hereunder shall be applied first to the
Lender's costs and expenses, then to fees authorized hereunder or under the Loan
Agreement, then to interest and then to principal.
5. Default. Any of the following events shall be considered an "Event of
Default":
(a) Nonpayment of principal, interest, any fee or any other amount due
hereunder as and when due and payable; or
(b) Any Default or Event of Default under the Loan Agreement.
If any Event of Default shall occur: (i) the Lender may, without notice to the Borrower,
refuse to advance any more funds hereunder or under the Loan Agreement; and (ii) the
outstanding principal of this Note, all interest thereon and all other amounts payable under
this Note or otherwise shall become and be forthwith due and payable in the manner
described in the Loan Agreement, without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence
of any Event of Default, the outstanding principal of this Note, and any accrued and unpaid
interest, shall bear interest at a rate of either five percent (5%) per annum above the
interest rate otherwise applicable hereto after default until paid or, if such rate is usurious
- 2 -
under the laws of Florida, then at the highest legal rate permissible thereunder (the "Default
Rate").
6. Expenses. All parties liable for the payment of this Note agree to pay the
Lender all reasonable costs incurred by it in connection with the collection of this Note.
Such costs include, without limitation, fees for the services of counsel and legal assistants
employed to collect this Note, whether or not suit be brought, and whether incurred in
connection with collection, trial, appeal or otherwise. All such parties further agree to
indemnify and hold the Lender harmless against liability for the payment of state
documentary stamp taxes, intangible taxes or other taxes (including interest and penalties,
if any), excluding income or service taxes of the Lender, which may be determined to be
payable with respect to this transaction.
7. Late Charge. A late charge of five percent (5%) of any payment required
hereunder shall be imposed on each and every payment not received by the Lender within
five (5) days after it is due. However, the late charge shall not in any event exceed $250.00
with respect to any delinquent installment. The late charge is not a penalty, but liquidated
damages to defray administrative and related expenses due to such late payment. The late
charge shall be immediately due and payable and shall be paid by the Borrower to the
Lender without notice or demand. This provision for a late charge is not and shall not be
deemed a grace period, and the Lender has no obligation to accept a late payment.
Further, the acceptance of a late payment shall not constitute a waiver of any default then
existing or thereafter arising under this Note.
8. Registration and Exchange.
(a) This Note may be transferred by the registered Noteholder or by the
Noteholder's attorney-in-fact duly authorized in writing. Upon the transfer, a new
Note will be issued to the transferee in exchange for the old Note.
(b) The person in whose name this Note will be registered will be deemed
and regarded as the absolute owner of the Note for all purposes, and payment of
principal and interest on this Note will be made only to or upon the written order
of the Noteholder or its duly authorized attorney-in-fact. All such payments will be
valid and effectual to satisfy and discharge the liability upon this Note to the extent
of the sum or sums so paid.
9. Miscellaneous. The Borrower and all sureties, endorsers and guarantors of this Note
shall make all payments hereunder in lawful money of the United States at the Lender's
address set forth herein or at such other place as the Lender may designate in writing. The
remedies of the Lender as provided herein shall be cumulative and concurrent, and may be
pursued singly, successively or together, at the sole discretion of the Lender and may be
exercised as often as occasion therefor shall arise. No act of omission or commission of the
Lender, including specifically any failure to exercise any right, remedy or recourse, shall be
effective, unless set forth in a written document executed by the Lender, and then only to
- 3 -
the extent specifically recited therein. A waiver or release with reference to one event shall
not be construed as continuing, as a bar to, or as a waiver or release of any subsequent
right, remedy or recourse as to any subsequent event. This Note shall be construed and
enforced in accordance with Florida law and shall be binding on the successors and assigns
of the parties hereto. The term "Lender" as used herein shall mean any holder of this Note.
The Borrower and all sureties, endorsers and guarantors of this Note hereby:
(i) waive demand, notice of demand, presentment for payment, notice of nonpayment or
dishonor, protest, notice of protest and all other notice, filing of suit and diligence in
collecting this Note, or in the Lender's enforcing any of its rights under any guaranties
securing the repayment hereof; (ii) agree to any substitution, addition or release of any
collateral or any party or person primarily or secondarily liable hereon; (iii) agree that the
Lender shall not be required first to institute any suit, or to exhaust his, their or its remedies
against the Borrower or any other person or party to become liable hereunder, or against
any collateral in order to enforce payment of this Note; (iv) consent to any extension,
rearrangement, renewal or postponement of time of payment of this Note and to any other
indulgency with respect hereto without notice, consent or consideration to any of them; and
(v) agree that, notwithstanding the occurrence of any of the foregoing (except with the
express written release by the Lender of any such person), they shall be and remain jointly
and severally, directly and primarily, liable for all sums due under this Note.
THIS NOTE AND THE INTEREST ON THIS NOTE DOES NOT AND
WILL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER
WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR
STATUTORY LIMITATION BUT WILL BE PAYABLE SOLELY FROM THE
MONEYS AND SOURCES PLEDGED FOR REPAYMENT OF THE NOTE. NEITHER
THE FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF THE
BORROWER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OF
EITHER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST
ON THIS NOTE OR OTHER COSTS INCIDENTAL TO THE NOTE, THE
OBLIGATION OF THE BORROWER BEING LIMITED AS PROVIDED IN THE
RESOLUTION.
NO OBLIGATION HEREUNDER SHALL BE OR BE DEEMED TO BE
AN OBLIGATION OF ANY MEMBER OF THE GOVERNING BODY OR ANY
OFFICER, EMPLOYEE OR AGENT OF THE BORROWER IN HIS OR HER
INDIVIDUAL CAPACITY, AND NONE OF SUCH PERSONS EXECUTING THIS
NOTE SHALL BE LIABLE PERSONALLY HEREON BY REASON THEREOF.
It is certified, recited and declared that all acts, conditions and things required
to exist, happen and be performed precedent to and in the execution and delivery of the
Loan Agreement and the issuance of this Note do exist, have happened and have been
performed in due time, form and manner as required by law, and that the issuance of this
Note, together with all other obligations of the Borrower, does not exceed or violate any
constitutional or statutory limitation.
- 4 -
IN WITNESS WHEREOF, the City of Atlantic Beach, Florida has issued this Note
and has caused this Note to be executed in its name by the manual signature of its Mayor-
Commissioner and City Manager and attested by the manual signature of the Clerk and its
seal to be impressed on this Note, all as of this first day of July, 1993.
CITY OF A"C- TIC`13EA H, M RIDA
[SEAL]
By: W
Nam : William I. Gulliford,
Title: Mayor-C-bmmissione
By: ‘!1/. J
Name: m D. Leinbach
Title: City Manager
A'I hST:
City Clerk
Approved as to Form, Sufficiency and
Correctness:
City ,.Atty Y
(AB:Note)
- 5 -
•
1 ANNEX "I"
1. For the purposes of this Annex I, the following terms have the meanings
assigned thereto below:
(a) "Noteholder" means Barnett Bank of Jacksonville, N.A., or the
successor institutional holder of the Note. If the successor holder is not an
institutional holder, then Noteholder will mean Barnett Bank of Jacksonville, N.A.;
(b) "Noteholder's Adjusted Cost of Funds" means the fraction (expressed
as a percentage), determined by the Noteholder or in the case of Barnett Bank of
Jacksonville, N.A., determined by Barnett Banks, Inc., of the total interest expense
of the Noteholder for each calendar year divided by the total average adjusted bases
of all assets of the Noteholder during the calendar year as determined under Section
265(b)(2)(B) of the Code or any successor provision;
(c) "Determination of Taxability" means the circumstance of interest paid
or payable on the Note becoming includable for federal income tax purposes in the
gross income of the Noteholder as a consequence of any act, omission or event
whatsoever and regardless of whether the same was within or beyond the control of
the Borrower. A Determination of Taxability will be deemed to have occurred upon:
(i) the receipt by the Borrower or Noteholder of an original or a copy of an Internal
Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency
which holds that any interest payable on the Note is includable in the gross income
of the Noteholder; (ii) the issuance of any public or private ruling of the Internal
Revenue Service that any interest payable on the Note is includable in the gross
income of the Noteholder; or (iii) receipt by the Borrower or Noteholder of an
opinion of bond counsel that any interest on the Note has become includable in the
gross income of the Noteholder for federal income tax purposes. For all purposes
of this definition, a Determination of Taxability will be deemed to occur on the date
as of which the interest on the Note is deemed includable in the gross income of the
Noteholder;
(d) "Federal Rate"means,at any time,the then-current maximum marginal
rate of federal corporate income taxation imposed pursuant to the Code; and
(e) "State Rate" means, at any time, the then-current maximum marginal
rate of corporate income tax imposed by the State.
(f) "Taxable Rate" means percent ( %) per annum.
Annex I, Page 1
2. The rate of interest on the Note will be adjusted as follows:
(a) Change in Tax Laws Regarding Deductions. If the portion of the
nondeductible portion of interest expense incurred or deemed to have been incurred
because the Noteholder holds the Note and which would otherwise be allowable as
a deduction to the Noteholder during any period (the "Related Interest") is increased
above 20% because of any change in the tax laws or regulations, (within the meaning
of Section 291, Section 265 or any successor provision of the Code), or because the
Note is not or ceases to be qualified as a "qualified tax-exempt obligation" under
Section 265(b)(3)(B) of the Code, then the interest rate on the Note otherwise
applicable during such period shall be increased each calendar year by a percentage
amount equal to (A - .20) x B x C where:
(1) A equals the fraction (expressed as a decimal) of the Related
Interest not allowable as a deduction to the Noteholder after the effective
date of the change;
(2) B equals the maximum corporate tax rate then in effect (expressed
as a decimal);
(3) C equals the Noteholder's Adjusted Cost of Funds.
(b) Alternative Minimum Tax Where Note Interest is a Direct Tax
Preference Item. If the Noteholder or its parent holding company pays an alternative
minimum tax in any tax year and the interest on the Note is a direct tax preference
item under section 57(a)(5) or any successor provision of the Code, then the interest
rate on the Note otherwise applicable for the period during such tax year in which
interest on the Note is a direct tax preference item will be increased by an amount
equal to (A - B) x C where:
(1) A equals the interest rate on the Note otherwise applicable
expressed as a percentage;
(2) B equals the Noteholder's Adjusted Cost of Funds; and
(3) C equals the maximum marginal rate of the alternative minimum
tax expressed as a decimal (currently .20);
(c) Alternative Minimum Tax Where Note Interest is an Indirect Tax
Preference Item. If the Noteholder or its holding company pays an alternative
minimum tax in any tax year and the interest on the Note is not a direct tax
preference item under section 57(a)(5), but is an indirect tax preference item because
of the application of section 56(g) or any successor provision of the Code, then the
interest rate on the Note otherwise applicable for the period during such tax year in
Annex I, Page 2
which interest on the Note is an indirect tax preference item will be increased by an
amount equal to (A - B) x C where:
(1) A equals the interest rate on the Note otherwise applicable,
expressed as a percentage;
(2) B equals the Noteholder's Adjusted Cost of Funds; and
(3) C equals 75% of the maximum marginal rate of the alternative
minimum tax expressed as a decimal, or, if the Code is amended to effectively
increase or decrease the percentage of interest on the Note which is subject
to such indirect alternative minimum tax, then C will equal the percentage of
such interest which is effectively subject to such indirect alternative minimum
tax.
(d) Loss of Federal Income Tax Deduction for State Income Taxes. If the
federal income tax deduction for state income taxes paid on the interest payments
received under the Note during any period is reduced because of any change in the
tax laws or regulations, then the interest rate on the Note otherwise applicable will
be increased during such period by an amount equal to A x B x C x D where:
(1) A equals the fraction (expressed as a decimal) of the total state
income tax disallowed as a result of such tax law change;
(2) B equals the rate of the applicable state income tax (expressed as
a decimal);
(3) C equals the maximum federal corporate tax rate then in effect
for the Noteholder (expressed as a decimal); and
(4) D equals the interest rate on the Note otherwise applicable,
expressed as a percentage.
(e) Partial Taxability. If the interest payments received under the Note
during any period become partially taxable because of any change in the tax laws or
regulations, then the interest rate on the Note otherwise applicable will be increased
during such period by an amount equal to (A - B) x C where:
(1) A equals the Taxable Rate (expressed as a percentage);
(2) B equals the interest rate on the Note otherwise applicable,
expressed as a percentage; and
(3) C equals the fraction of the interest rate on the Note which has
become taxable as the result of such tax change (expressed as a decimal).
Annex I, Page 3
(f) Other Change in Tax Laws. If the tax laws or regulations are amended
to decrease the Federal Rate, or to cause the interest on the Note to be taxable, to
be subject to a minimum tax or an alternative minimum tax, or to otherwise decrease
the effective after-tax yield on the Note to the Noteholder (directly or indirectly,
other than a change described in (a) through (e) above or because of a
Determination of Taxability) then the interest rate on the Note will be adjusted to
cause the effective after-tax yield on the Note to equal what the yield on the Note
would have been in the absence of such change or amendment in the tax laws or
regulations. If the tax laws or regulations are amended to increase the effective
after-tax yield on this Note to the Noteholder (including by way of an increase in the
Federal Rate), then the interest rate on the Note will be decreased to cause the
effective after-tax yield on this Note to equal what the yield would have been in the
absence of such change or amendment in the tax laws or regulations.
3. The above adjustments will be cumulative, but in no event will the interest
rate on the Note exceed the maximum rate permitted by law. The above adjustments to the
interest rate on the Note will be effective on the effective date of the applicable change in
the tax laws or regulations. Interest on the Note and all other tax rates and interest rates
are expressed as annual rates. However, proper partial adjustment will be made if the tax
law change is effective after the first day of the Noteholder's tax year or if interest on the
Note does not accrue for the entire tax year of the Noteholder. Adjustments which create
a circular calculation because the interest rate on the Note is affected by the calculation will
be carried out sequentially, increasing the interest rate on the Note accordingly in each
successive calculation using as the new value the increase in the interest rate on the Note,
until the change on the interest rate on the Note caused by the next successive calculation
of the adjustment is de minimis. If more than one of paragraphs (a) through (f) apply, then
the interest rate on the Note will be adjusted in the order in which listed above.
4. To the extent an adjustment to the interest rate on the Note is not effected
within three (3) months of the event giving rise to the adjustment, the additional interest
due as a result of such adjustment will be paid with interest compounded monthly at the
rate which is equal to the interest rate on the Note. All unpaid amounts determined to be
owing as a result of such calculation will be due and payable within ten (10) days after
delivery of notice of the amount of such adjustment, and will be paid to the Noteholder of
record during the period to which the adjustment relates. This obligation will survive the
payment and cancellation of the Note, but shall not include any adjustment with respect to
which the Lender cannot suffer an increase in tax liability.
5. Upon the occurrence of a Determination of Taxability, the Borrower agrees
to pay to the Noteholder any penalties or interest on past due taxes payable by such
Noteholder to the Internal Revenue Service by reason thereof.
Annex I, Page 4
WAIVER OF JURY TRIAL
THIS WAIVER is made as of the first day of July, 1993, by BARNETT BANK OF
JACKSONVILLE, N.A. (the "Bank") and the CITY OF ATLANTIC BEACH, FLORIDA
(the "Borrower").
RECITALS :
The Bank is this day entering into a credit facility with the Borrower. The Bank and
the Borrower wish to waive certain rights in connection with the credit facility.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. Each of the parties hereto knowingly, voluntarily and intentionally waives any
right that it may have to a trial by jury in any litigation arising out of, under or in connection
with: (a) the Credit Facility (as defined herein) or any documents, communications or trans-
actions related thereto; or (b) any course of conduct, course of dealing, statements (whether
oral or written), actions or omissions of any party hereto or any of their respective Affiliates
(as defined herein) in connection with or related to the Credit Facility or otherwise. In
addition, each party hereto shall cause each of its Affiliates to waive any right that it may
have to a trial by jury in any such litigation, and no such party shall assert, maintain or
pursue any claim, defense or position in any such litigation unless each of its Affiliates which
is a party thereto shall have waived all rights to trial by jury in such litigation. The waiver
set forth herein shall extend to all litigation by, against or involving any party hereto or its
Affiliates including, without limitation, actions, claims and suits based upon tort, breach of
contract, violation of law, fraud, inequitable conduct, bad faith, misrepresentation or breach
of fiduciary duty.
2. Each of the parties irrevocably and unconditionally: (a) agrees that any suit,
action, or other legal proceeding arising out of or relating to the Credit Facility may be
brought, at the option of the Bank, in a court of record of the State of Florida in Duval
County, in the United States District Court for the Middle District of Florida, or in any
other court of competent jurisdiction; (b) consents to the jurisdiction of each such court in
any such suit, action, or proceeding; and (c) waives any objection which he, she or it may
have to the laying of venue of any such suit, or proceeding in any of such courts.
2. For purposes hereof, the terms "Credit Facility" and "Affiliate" shall have the
following meanings:
(a) "Credit Facility" shall mean and include: (i) any loan or loans
heretofore, now or hereafter made by the Bank or any of its Affiliates to the
Borrower or any of its Affiliates (as the same may be renewed, amended, restated
or extended from time to time); (ii) any other extensions of credit heretofore, now
or hereafter made by the Bank or any of its Affiliates to or for the benefit of the
Borrower or any of its Affiliates (as the same may be renewed, amended, restated
or extended from time to time); (iii) any guaranty of any of the foregoing loans or
extensions of credit, whether now or hereafter in effect (as any such guaranty may
from time to time be renewed, amended, restated or extended); and (iv) any loan
agreement, note, security agreement, mortgage, environmental agreement, pledge,
financing statement, guaranty agreement, consent, certificate or other document or
agreement, whether now or hereafter in effect, relating in any way to any of the
foregoing loans, extensions of credit or guaranties (as any such documents or
agreements may be renewed, amended, restated or extended from time to time).
(b) A party's "Affiliates" shall mean: (i) each person, corporation and
other entity (each, a "Control Affiliate") that controls, is controlled by or is under
common control with the party; and (ii) each agent, attorney-in-fact, employee,
shareholder, officer or director of the party or any Control Affiliate of the party.
3. The parties hereto have specifically discussed this Agreement, and they have
agreed that it is an essential part of their agreement about the Credit Facility.
4. This Agreement shall be governed by the laws of the state in which the Bank
is domiciled. This Agreement may not be modified, nor shall any provision be waived,
except by written instrument executed by all of the parties hereto. This Agreement shall
inure to the benefit of, and shall be binding upon, all of the parties ' respective successors,
assigns and Affiliates. This Agreement may be executed in one or more counterparts. Such
counterparts shall constitute one agreement. This Agreement shall be binding upon each
person or entity which signs the same or a counterpart hereof whether or not all persons or
entities listed below sign this Agreement or a counterpart hereof.
Executed the day and year first above written.
BARNETT BANK OF JACKSONVILLE, N.A.
By:
Name:
Title:
- 2 -
CITY OF A • TIC BEA, H, F ORID •
[SEAL] By: A � IIL ��
A Nam-! W'iam I. Gulliford, Jr. VI
Title: Mayor,
By: On P . ,.
Name: Kim D. Leinbach
Title: City Manager
ATTEST:
Clerk
Approved as to Form, Sufficiency and
Correctness:
City Arney
(AB:wojt)
- 3 -
SENT BY:MAHONEY ADAMS ; 6-24-93 ; 5;03PM ; dtn r'Luurty yu41 1 DO4D Iii 4
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") , dated
, 1993, is entered into by and between the CITY OF
ATI . TIC BEACH, FLORIDA (the "Issuer") and BARNETT BANKS TRUST
CO rANY, N.A. , Jacksonville, Florida,, as Escrow Agent (the "Escrow
Ag=nt") (collectively, the "Parties") ;
W I T N E S S E T H;
WHEREAS, the Issuer is a municipal corporation and political
su.division of the State of Florida; and
WHEREAS, the Escrow Agent is a national banking association
or.anized and existing under the' law of the United States, having
it- principal corporate trust office in Jacksonville, Florida; and
WHEREAS, the Issuer has heretofore issued its Buccaneer Water
an. Sewer District Revenue Bonds in the aggregate principal amount
of $2,800, 000 (the "1985 Bonds") , dated June 3 , 1985, under and
pu.suant to Ordinance No. 80-85-26 (the "1985 Ordinance") to
fi ance the cost of the purchase price of all of the capital stock
of e.uccaneer Service Company, Inc. for the purpose of acquiring the
Buccaneer Water and Sewer District System; and
WHEREAS, the Issuer has heretofore issued its Oak Harbor Water
an. Sewer District Revenue Bonds in the aggregate principal amount
of $900, 000 (the "1989 Bonds") , dated February 28, 1989, under and
pu.suant to Ordinance No. 80-88-37 (the "1989 Ordinance") to
fi ance the cost of the purchase of the assets of the Oak Harbor
Sy=tem; and
WHEREAS, Section 20 (a) of the 1985 Ordinance provides that
decosit of Federal Securities (as such term is hereinafter defined)
or bank certificates of deposit fully secured as to principal and
inserest by Federal Securities (or deposit of any other securities
or investments which may be authorized by law from time to time and
su 'ficient under such law to effect such a defeasance) in
ireevocable trust with a banking, institution or trust company, for
th= sole benefit of the holders of the 1985 Bonds, in respect to
wh 'ah such Federal Securities or certificates of deposit, the
pr :ncipal and interest received will be sufficient to make timely
pa ent of the principal of, interest on, redemption premiums, if
an , expenses and any other obligations of the Issuer incurred with
re=pest to the outstanding 1985 Bonds, shall be considered
prevision for payment of, the principal, interest and redemption
pr=miums, if any with respect to the 1985 Bonds; and
WHEREAS, Section 20(a) of the 1989 Ordinance provides that
decosit of Federal Securities or bank certificates of deposit fully
secured as to principal and interest by Federal Securities (or
T
SENT BY:MAHONEY ADAMS ; 6-24-93 5:04PM ; 8th FLOOR-0 90479156454 5
de-osit of any other securities or investments which may be
au orized by law from time to time and sufficient under such law
to effect such a defeasance) in irrevocable trust with a banking
in titution or trust company, for the sole benefit of the holders
of the 1989 Bonds, in respect to which such Federal Securities or
c tificates of deposit, the principal and interest received will
be sufficient to make timely payment of the principal of, interest
on redemption premiums, if any, expenses and any other obligations
of the Issuer incurred with respect to the outstanding 1989 Bonds,
sh. 11 be considered provision for payment of, the principal,
in erest and redemption premiums, if any with respect to the 1989
Bo.'ds; and
WHEREAS, Section 20 (a) of the 1985 Ordinance provides that,
if at any time, the Issuer shall have paid, or shall have made
pr-vision for payment of, the principal, interest and redemption
pr= iums, if any, with respect to the 1985 Bonds, then, and in that
ev=-nt, the pledge of and lien of the 1985 Ordinance and all
co enants in the 1985 Ordinance in favor of the holders of the 1985
Bods shall be no longer in effect; and
WHEREAS, Section 20 (a) of the 1989 Ordinance provides that,
if at any time, the Issuer shall have paid, or shall have made
pr.•vision for payment of, the principal, interest and redemption
pr:rniums, if any, with respect to the 1989 Bonds, then, and in that
ev=nt, the pledge of and lien of the 1989 Ordinance and all
co enants in the 1989 Ordinance in favor of the holders of the 1989
Bo ds shall be no longer in effect; and
WHEREAS, Section 13 of the 1985 Ordinance provides that there
is expressly reserved to the Issuer the right to redeem the 1985
Bo ds on and after May 15, 1991, in whole or in part, on any date,
at the price of par plus accrued interest to the redemption date;
an.
WHEREAS, Section 13 of the 1989 Ordinance provides that there
is expressly reserved to the Issuer the right to redeem the 1989
Bo ds on and after , 19 , in whole or in part,
on any date, at the price of par plus accrued interest to the
re.emption date; and
WHEREAS, the Issuer has determined to advance refund the 1985
Bo ds and the 1989 Bonds which are presently outstanding in the
ag•regate principal amounts of $ and $ ,
re.pectively (collectively, the "Refunded Bonds") ; and
WHEREAS, in order to provide for the advance refunding of the
Re .unded Bonds, the Issuer has issued concurrently herewith
$18 , 000,000 aggregate principal amount of its Water and Sewer Note
Page 2 of 14
SENT BY:MAHONEY ADAMS ; 6-24-93 ; 5:05PM ; 8th FLOOR- 904791564546
( se "1993 Note") pursuant to .Resolution No. 93-24 and Resolution
No 93- (collectively, the "1993 Note Resolution") ; and
WHEREAS, a sufficient portion of the proceeds of the 1993
No• e, together with other funds of the Issuer lawfully available
therefor, will be applied to the purchase of Federal Securities in
or. er to satisfy the obligations of the Issuer under the Refunded
Bo .dsl and
WHEREAS, the Federal Securities will mature and produce
in• estment income and earnings at such times and in such amounts as
wi 1 be sufficient to pay when due, whether at maturity or upon the
re• emption thereof, all of the principal of, redemption premium, if
an , and interest on the Refunded Bonds, as more particularly
de- cribed in Schedule "A" hereof; and
WHEREAS, the Issuer desires to enter into this Agreement to
pr••vide for the taking of certain actions so as to accomplish the
ad ance refunding and defeasance of the Refunded Bonds;
NOW THEREFORE, in consideration of the mutual covenants herein
co tained, the Parties, intending to be legally bound, hereby
co enant and agree as follows:
Section 1. Cr@atiorZ of Escrow Fund. The Issuer hereby
ap••oints and designates Escrow Agent as Escrow Agent hereunder.
Es•row Agent hereby agrees to be same hereunder for the purposes
an- on the terms hereinafter set forth. Notwithstanding any
no enclature used in this Agreement, Escrow Agent's duties and
responsibilities hereunder are purely ministerial and are in the
na'urs of an escrow agent and not as a trustee. There is hereby
cr= ated and established with the Escrow Agent and the Escrow Agent
is directed to open in its name as escrow agent for the Issuer, a
special and irrevocable escrow fund designated the "City of
At antic Beach, Florida, Water and Sewer Note Escrow Fund" (the
"E-crow Fund") to be held by the Escrow Agent, acting as Escrow
Agent, for the benefit of the holders of the Refunded Bonds. The
Es•row Fund shall be held by the Escrow Agent separate and apart
fr••m other funds of the Issuer or the Escrow Agent.
Section 2. pevosit of Monies and Payment of Refunded Bonds.
Co currently with the execution of this Agreement, the Issuer
he•ewith deposits and the Escrow Agent hereby acknowledges receipt
fr•m the Issuer of $ from a portion of the proceeds of
the sale of the 1993 Note (the "Proceeds") . From the Proceeds
tr:nsferred to the Escrow Fund, $ shall be applied to the
p .chase of the Federal Securities set forth on Schedule "B"
at .ached hereto (the "Escrow Securities") and the balance,
$ , shall be held by the Escrow Agent as cash. For
pu.poses of this Agreement, the term "Federal Securities" shall
Page 3 of 14
SENT BY:MAHONEY ADAMS ; 5-24-93 ; 5:05PM ; 5th FLOOR 9047915545;# 7
mean direct obligations of, or obligations the timely payment of
the principal of and interest on which are fully guaranteed by, the
Un ted States of America, none of which permit redemption prior to
ma.urity at the option of the obligor must be limited to the
fo lowing:
U.S. Treasury Certificates, Notes and Bonds (including State
an- Local Government Series -- "SLGS") , direct obligations of the
Tr-asury itself, "CATS" and "TIGRS" and obligations issued by the
fo lowing agencies which are backed by the full faith and credit of
the U.S. :
1. U, s. Export-Import Bank: Direct obligations or fully
guaranteed certificates of beneficial ownership
2 . Farmers Homs Administration: Certificates of beneficial
ownership
3 . Federal Financing Bank
4 . Federal Housing Administration Debentures
5. General Services Administration: Participation
certificates
6. U. S. Maritime Administration: Guaranteed Title XI
financing
7. New Communities Debentures: U.S. government guaranteed
debentures
8 . U. S. Public Housing Notes and Bonds: U.B. government
guaranteed public housing notes and bonds
9. U. S. Department of Housing and Urban Development:
Project Notes; Local Authority Bonds
10. Prerefunded municipal bonds must be rated "Aaa" by
Moody's Investors Service or "AAA" by Standard & Poor's
Corporation.
The Escrow Securities will mature in principal amounts and
ea.n income at such times and in such amounts so as to provide
mo ies which, together with the cash held by the Escrow Agent, will
be sufficient to pay when due, whether at maturity or upon the
re•emption thereof, all of the principal of, redemption premium, if
an , any interest on the Refunded Bonds, in accordance with the
BC edule of payments set forth on Schedule "A" attached hereto.
Notwithstanding the foregoing, if the amounts deposited in the
Escrow Fund are insufficient to make said payment so principal or,
re•emption premium, if any, and interest on the Refunded Bonds when
du: , the Escrow Agent shall promptly notify the Issuer in writing,
an• immediately upon receipt of such notice from the Escrow Agent,
th= Issuer shall deposit into the Escrow Fund, the amount of any
de . iciency. The liability of the Escrow Agent to make payments
re• ired by this Agreement shall be limited to the monies and
Es•row Securities and other monies available for such purpose to
pa , the Refunded Bonds.
Page 4 of 14
SENT BY:MAHONEY ADAMS ; 6-24-93 ; 5:06PM ; 8th FLOOR-. 9047915545;M 6
Section 3. purchase end ACCevtance of Federal Securities.
Th - Escrow Agent is hereby directed to immediately purchase the
Es. row Securities. The Escrow Agent shall purchase the Escrow
Se. urities solely from the Proceeds transferred to the Escrow Fund
by the Issuer for that purpose. The cash held in the Escrow Fund
an- not invested in Escrow Securities shall be held by the Escrow
Ag =nt for the purposes hereof. The Escrow Agent shall apply the
ca .h deposited in the Escrow Fund and the Escrow Securities,
to-ether with all income or earnings thereon, in accordance with
th . provisions hereof. The Escrow Agent shall have no power or
du y to invest any cash held hereunder or to sell, transfer,
e •stitute or otherwise dispose of the Federal Securities held
he sunder except as provided in this Agreement.
In making investments hereunder, or in selling or disposing of
in• estment as required hereby, the Escrow Agent shall be fully
pr..tected in relying solely upon the directions of the Issuer.
Unier no circumstances whatsoever, shall the Escrow Agent be liable
to any person for any claims, demands, damages, liabilities,
losses, costs or expenses resulting therefore or in anyway
co .nected therewith, so long as the Escrow Agent acts only in
accordance with the written directions of the Issuer as provided
he. ein.
Section 4. Transfers from Escrow Fund. As the principal of
the Escrow Securities and the reinvestments made pursuant to
Section 5 hereof shall mature and be paid, and from other funds
derosited into the Escrow Fund pursuant to this Agreement, the
Escrow Agent shall, no later that each interest or principal
pa ent or redemption date for the Refunded Bonds, pay from the
Escrow Fund to the Paying Agent for the Refunded Bonds amounts
su.ficient to pay, when due, whether at maturity or upon the
redemption thereof, the principal of, redemption premium, if any,
an. interest on the Refunded Bonds, as specified on Schedule "A"
he•eof in the manner set forth in the 1985 ordinance and 1989
Or•inance, as applicable.
Section 5. Reinvestment of Certain Funds Received. Except as
pr.vided in this Agreement, the Escrow Agent shall not reinvest any
of the amounts received from the maturing principal of or interest
on the Escrow Securities.
Section 6. Sale or Substitution of Escrow Securities. At the
wr tten direction of the Issuer, subject to the last sentence of
Section 8 (b) hereof, and upon compliance with the conditions
he.einafter stated, the Escrow Agent shall sell, transfer or
of erwise dispose of or request the redemption of any of the Escrow
Securities acquired hereunder and shall either apply the proceeds
th-reof to pay, when due, whether at maturity or upon the
re•emption thereof, all the principal of, redemption premium, if
Page 5 of 14
SENT BY:MANONEY ADAMS ; 6-24-93 ; 5:07PM ; 8th FLOOR-0 9047915645 ;49
any, and interest on the Refunded Bonds or substitute other Federal
se•urities for such Escrow Securities. In addition, at the written
di .ection of the Issuer, the Escrow Agent shall immediately
re nvest in Federal Securities the amounts derived from the
ma•uring principal of and interest on the Escrow Securities, which
ar- not then needed to make payments or principal, redemption
pr- iium, if any, and interest on the Refunded Bonds when due, as
sp.cified on Schedule "A" hereof. Any of the foregoing
tr.nsactions may be effected only if (i) in the opinion of
nasionally recognized bond counsel to the Issuer (delivered to the
Is,uer and the Escrow Agent) , such transactions (A) will not, under
th: statutes, rules and regulations then in force and applicable,
ca se the interest on the Refunded Bonds or the 1993 Note to be
in•ludable in gross income of the holders thereof for federal
in•ome tax purposes and (B) are permitted hereunder; and (ii) an
in•ependent certified public accountant shall certify to the Issuer
an• Escrow Agent that the cash and principal amount of Federal
Se•urities remaining on hand in the Escrow Fund after the
tr•nsactions are completed, together with the interest due thereon,
wi 1 be sufficient to pay when due, whether at maturity or upon the
re•emption thereof, in accordance with Schedule "A, " all of the
pr ncipal of, redemption premium, if any, and interest on the
Re .unded Bonds. Such opinions and certifications shall be
fu•nished by the Issuer to the Escrow Agent at the Issuer's
e sense. The Escrow Agent may conclusively rely on the foregoing
op nions and certifications.
The Escrow Agent covenants to take no action in the
in estment, reinvestment or security of the Escrow Fund in
vi•lation of this Agreement and recognizes that any such action in
co travention of this Agreement might cause the 1993 Note or the
Refunded Bonds to be classified as "arbitrage bonds" under Section
14: of the Internal Revenue Code of 1986, as amended and the
re• lations promulgated thereunder ("Code") ; provided, however, the
Es•row Agent shall be under no duty to inquire whether the Federal
se urities as deposited in the Escrow Fund are properly invested
unser the Code except as specifically set forth in this Section 6,
an• provided further that the Escrow Agent may rely on all specific
di.ections in this Agreement in the investment or reinvestment of
th: Escrow Fund.
Section 7. Escrow Fund Held For Benefit of Holders of
:. .ds. The Escrow Agent, acting in its capacity as escrow
ag=nt hereunder, agrees that the total maturing principal amount
of and interest, on the Escrow securities on deposit in the Escrow
Pu d will be held for the holders of the Refunded Bonds and kept
se•arate and distinct from all other funds of the Issuer and Escrow
Ag-nt and irrevocably agrees to apply said principal amount of, and
inserest on, the Escrow Securities as the same shall be paid, to
th- payment when due, whether at maturity or upon the redemption
Page 6 of 14
SENT BY:MAHONEY ADAMS ; 6-24-93 ; 5:06PM ; 8th FLOOR 9047915645;410
th-reof, of all of the principal of, redemption premium, if any,
an. interest on the Refunded Bonds.
Section 8. Escrow Agent Compensation.
(a) The Escrow Agent agrees to pay, but only from the Escrow
Fu. d, the principal, redemption premium, if any, and interest on
th-= Refunded Bonds as aforesaid notwithstanding any failure by the
Issuer to pay when due any fees or expenses of the Escrow Agent
re ating to the Refunded Bonds. It is expressly understood that
an such fees or expenses incurred by the Escrow Agent acting as
ee. row agent hereunder will be reimbursed by the Issuer as provided
in this Section 8 and in Section 12 hereof.
(b) The Escrow Agent hereby acknowledges receipt from the
Issuer of a one time fee of $ as consideration for the
pe. formance of its duties as Escrow Agent hereunder. The Issuer
a• - ees to pay the Escrow Agent, from time to time, such amounts as
ma be necessary to reimburse the Escrow Agent for its legal and
out -of-pocket expenses incurred in connection with the execution of
th s Agreement and the performance of its duties hereunder. In the
ev:nt the Issuer requests that the Escrow Agent substitute Escrow
Se unities in accordance with Section 6 hereof, or render
ex. raordinary services not contemplated hereby, the Escrow Agent
sh- 11 render such services at a reasonable fee mutually agreed upon
between the Escrow Agent and the Issuer; provided, however, that
unser no circumstances shall the Escrow Agent be required to
su•stitute Escrow Securities in accordance with Section 6 hereof or
re der extraordinary services not contemplated hereby until after
th, amount of such fee therefor has been agreed upon.
Section 9. Notice of Defeasance and of Redemption. The
Es.row Agent shall, within twenty (20) days after the date hereof,
ma 1 notice of the defeasance of the Refunded Bonds in the form
at.ached hereto as Schedule "C" to the Registrar/Paying Agent for
th: Refunded Bonds with instructions to mail such notice to the
ow ers of the Refunded Bonds at their addresses se they appear on
th- registration books kept by the Registrar/Paying Agent for the
Refunded Bonds. The Issuer has filed notice of such redemption
wish the Registrar/Paying Agent for the Refunded Bonds to cause
notice of redemption of the Refunded Bonds maturing on or after
, 19 , which are to be called for redemption on
, 19 , at par, to be given at least 15 and not
mo.e than 30 days pry to the redemption of such Refunded Bonds.
Section 10. Transfer of Funds After All Payments Required by
;. :;„: , ade. After all principal of, redemption
pr.mium and interest on all the Refunded Bonds have been paid to
th= Paying Agent for the Refunded Bonds in accordance with the
previsions hereof, all remaining cash and Federal Securities in the
Page 7 of 14
SENT BY:MANONEY ADAMS ; 8-24-93 5:08PM ; 8th FLOOR 8047915645411
Es row Fund, if any, shall be transferred by the Escrow Agent to
th- Issuer. The Escrow Agent shall thereupon be released and
di-charged with respect thereto and hereto.
Section 11. Irrevocable Escrow Created. The Escrow Fund
crated hereby shall be irrevocable and the holders of the Refunded
Bo de shall have an express lien on and security interest in all
amounts deposited in the Escrow Fund, including all amounts
re•resenting principal of and all amounts representing interest on
th= Federal Securities in the Escrow Fund, until used and applied
in accordance herewith. The Issuer shall take or cause to be taken
al action necessary to preserve the aforesaid security so long as
an , of the Refunded Bonds remain unpaid.
Section 12 . payment to Escrow Agent/ Liability et Escrow
;. _ , ; c e/* . • 1 • 1, _ .,: • •- .
(a) By execution of this Agreement, the Escrow Agent accepts
the duties and obligations as Escrow Agent hereunder. The Escrow
Ag:nt further represents that it has all the requisite power, and
ha- taken all corporate actions necessary, to execute the escrow
crsated hereby.
(b) Escrow Agent shall have no responsibility or obligation of
an , kind in connection with this Agreement and the Escrow
Se-urities, and shall not be required to deliver the same or any
pa.t thereof or take any action with respect to any matters that
mi-ht arise in connection therewith, other than to receive the
Proceeds and to hold and make delivery of the Escrow Securities as
he.ein provided or by reason of a judgment or order of a court of
coepetent jurisdiction.
(c) The Escrow Agent shall not be liable in connection with
th= performance of its duties hereunder except for its own
ne• ligence or willful misconduct. The Escrow Agent shall not be
liable for any loss resulting from any investment made pursuant to
th= terms and provisions of this Agreement. In the event of the
Es•row Agent's failure to account for any of the cash or Federal
Se•urities received by it hereunder, such cash and Federal
Securities shall nevertheless be and remain the property of the
Is-uer for the holders of the Refunded Bonds, as herein provided.
(d) Notwithstanding the right of the Escrow Agent to receive
th= sums set forth in Section 8 hereof in its capacity as Escrow
Ag:nt, the Escrow Agent acknowledges that it has no claim for any
au-h payment under the 1985 Ordinance or 1989 ordinance, and that
it has no lien on the cash and Federal Securities in the Escrow
Fu d for any such payment.
Page 8 of 14
SENT BY:MAHONEY ADAMS ; 8-24-93 ; 5:09PM ; 8th FLOOR. 9047915845;#12
(s) The Escrow Agent may act in reliance upon any signature
be ieved by it to be genuine, any may assume that any person
p porting to give any notice or receipt or advice or make any
st. tements in connection with the provisions hereof has been duly
au horized to do so.
(f) The Escrow Agent may act relative hereto in reliance upon
ad ice of nationally recognized bond counsel in reference to any
ma ter connected herewith.
(g) Beginning one (1) year from the date hereof, and annually
th reafter so long as any of the Refunded Bonds have not been
fi.ally paid, the Escrow Agent shall submit to the Issuer a report
co• ering all money it shall have received and all payments it shall
ha e made under the provisions of this Agreement during the
pr= ceding twelve (12) monthly. Such report shall also list all
Fe' eral Securities on deposit with Escrow Agent on the date of the
re!.ort and all money held by it as proceeds of the collection of
pr ncipal of an interest on the Federal Securities on deposit in
the Escrow Fund.
(h) The Escrow Agent may resign and be discharged of its
du. ies hereunder provided that: (i) the Escrow Agent has given
th rty (30) days written notice to the Issuer of such resignation;
(i ) the Issuer has appointed a successor to the Escrow Agent
he. eunder; (iii) the Escrow Agent and the Issuer have received an
in-trument of acceptance executed by the successor to the Escrow
Ag:nt hereunder; and (iv) the Escrow Agent has delivered to its
su.cessor hereunder all of the escrowed documents, the Federal
Se'urities and cash held by the Escrow Agent in the Escrow Fund.
Su•h resignation shall take effect only upon the occurrence of all
of the events listed in clauses (i) through (iv) above. Upon
re.eipt by the Issuer of the written notice described in clause (i)
ab.ve, the Issuer shall use its best efforts to obtain a successor
to the Escrow Agent hereunder as soon as possible.
If the Issuer has not appointed a successor Escrow Agent
wi 'hin sixty (60) days or receiving such notice from the Escrow
Ag:nt, the Escrow Agent may petition a court of competent
ju•isdiction to appoint a successor Escrow Agent. If the Issuer
ha discharged the Escrow Agent or if the Issuer has unreasonably
de ayed in the appointment of a successor after the Escrow Agent
ha= resigned, the Issuer shall pay the Escrow Agent all fees and
e .enses, including reasonable attorneys' fees and expenses and the
co:t of bringing such proceedings (including appellate proceedings)
in•urred by the Escrow Agent in connection with obtaining such
co rt appointment of a successor Escrow Agent.
(i) should any controversy arise with the Issuer or any other
pe.son, firm or entity, with respect to this Agreement, the Escrow
Page 9 of 14
T
SENT BY:MAHONEY ADAMS ; 6-24-93 ; 5:10PM ; 8th FLOOR 9047915645;413
Seburities, or any part thereof, or the right of any party or other
pe son to receive the Escrow Securities, or should the Issuer fail
to designate another Escrow Agent as provided in Section 12 (h)
he eof, Escrow Agent shall have the right (but not the obligation)
to (i) withhold delivery of the Escrow Deposit until the
co troversy is resolved or the conflicting demands are withdrawn,
an. , or (ii) institute a bill of interpleader in any court of
co. petent jurisdiction to determine the rights of the Partieshereto
( • e right of the Escrow Agent to the institute such bill of
in erpleader shall not, however, be deemed to modify the manner in
wh ch Escrow Agent is entitled to make disbursements of the Escrow
Be. unities as hereinabove set forth other than to tender the Escrow
Se. urities into the registry of such court) .
Section 13. Indemnification. To the extent permitted by
ap!.licable law the Issuer hereby agrees to indemnify the Escrow
Ag nt and hold it harmless from any and all claims, liabilities,
losses, actions, suits or proceedings at law or in equity
(including, but not limited to, a bill of interpleader instituted
pu. suant to Section 12 (i) of this Agreement) , or any other expense,
fe- , or charges of any character or nature, which it may incur or
wi . h which it may be threatened by reason of its acting as Escrow
Ag:nt under this Agreement, except in the case of Escrow Agent's
o wilful misconduct or gross negligence; and in connection
th= rewith to indemnify the Escrow Agent against any and all
exrenses, including attorneys' fees and the costs of defending any
ac• ion, suit or proceeding or resisting any claim, including
aprellate proceedings.
Section 14 . Removal of_ Escrow Agent. The Escrow Agent may be
re oved at any time by an instrument or concurrent instruments in
wr ting, executed by the holders of not less than fifty-one percent
(5 %) in aggregate principal amount of the Refunded Bonds then
ou standing hereunder, such instruments to be filed with the
Is-uer, and notice in writing to be mailed by such holders to the
ho ders of the Refunded Bonds not less than sixty (60) days before
su•h removal is to take effect as stated in such instrument or
in:truments. A copy of any instrument filed with the Issuer under
the provisions of this paragraph shall be delivered by the Issuer
to the Escrow Agent.
The Escrow Agent may also be removed at any time for any
br:ach or for acting or proceeding in violation of, or for failing
to act or proceed in accordance with, any provisions of this
A• •eement with respect to the duties and obligations of the Escrow
Ag=nt by any court of competent jurisdiction upon the application
of the Issuer or the holders of not less than five percent (5%) in
ag• egate principal amount of the Refunded Bonds then outstanding
he•sunder.
Page 10 of 14
17T 3o TT sbaa
•uoTgauT s •alt
lions eATn_zns haus uoTgeuTwaeg eons oq aoTad buTnaoov ao buTs, av
gueby Mo.zosg gsuTebe suzTeto Atte gegg 'aeneMoq 'pepTnoad :oge•eq
pus oge. agg goedsea g;TM pabaggosTp pue paseaten eq uodnea-mg
Ilpgs guaby Moaosg arty 'AgTTIasTT Aug enact Agm gueby Moa•sa
egg sv buot os goa;;a pue aoao; uT uTguaa IIBgs q°TgM £t uoTg•es
3o suoTsTnoad egg pug pTgd uaaq angq sasuadxa pus see; mons Te
TTgun goe;;a pug eoao3 uT uTeutaa Tinos goTg1 'Zoeaeg bT pue ' (b' ZT
's uoTgoeg ;o euoTsTnoad egg ao; gdeoxe '3oe.2eg Ot uoTgoeS og
gugnsand aenesl aqg og pTad uaaq ensu saTuotu TsnpTsea Aus pug sp og
pepun;eg egg ao; gueby buTAed egg og pTed ueeq snug spuog pepun' eg
ITg uo geaaeguT pus 'Aug ;T 'unTuead uoTgduepea '3o TsdTouTad =qg
uagb agsuTmaag TIEus quaueeaby sTgy •uoTgvuTuaey •gT uoTgoes
.puna Moaosg egg uT guaby Moaosg egg Aq pTatt gseo pue soT4Tan•8S
'singe/ egg 'sguemnoop pGMoaose egg ao IIs aosseoons egg og
aenjlep og peaTnbea eq ITegs gueby Moaosg egg 'pepTnoad :aapuna' ag
gueby Moaosg sg Tgnomea 64T ;o equp eAT4oa33a egg aag;g guautaa.by
sTgg og guvnsand gov og paggbTjgo ao a gTsuodsaa eq you ITggs go-by
Moaosg egg •gueby Moaosg emg putt spuog pepunaaU egg 3o saeptog -gg
og gueuquToddg tions Aue 3o aoTgou egg ;o Adoo v 'rpm TTggs .zen sI
®ct,L .Aousosn tions IIT; og gueby roaosg ue quTodde TTggs nen-sI
egg 'uosee.z aeggo Aug ao; ao suoseaa buTobeao3 egg 3o Aua .0;
guaoan auooeq TI¢gs gueby Moaos3 3o uoTgTsod aqg ;i •gueoet etto•aq
uodneaagg ITa.9 gueby Moaoog ;o uoTgTsod aqg 'pagoq ao guemgav4ep
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ao 'buTgov 3o aigedeouT auooaq asTMaaggo ao peAtoseTp eq 'peno .es
eq 'ubTsaa 'lags gueby Moaosa egg aeg;eeaeq euTg Aus ge 3I
•buTpuegsugTMgou Aasaguoo egg og uTeaeg BuTmg ue
'seTgaed egg ;o ammo ;o grid egg uo gos aeggo Aus ao aedsd Aus ;o
buTTT; ao uoTgnoexe egg gnoggTM queues/by sTug aapun gueby rooa•sg
aosseoons egg eq ' (pTegggTM Algsuossaaun eq you TTsgs Ignoa4dg
goTtt ) aenssl emg Aq buTgTax uT peAoadde ;T 'ttggs Agagd v eq
TTstis gT og aosseoons Aue ao guebti Moaosa goTttM og uoTggzTugba•ea
ao uoTgepTTosuo0 'uoTsaenuoo 'aebJeUTAug moa; buTginsea uoTgeaod.oa
Aum ao 'pegspTlosuoo eq Arm gT og aosseoons Aue lo gT goTg' q.TM
ao pegaenuoo ao pebaem eq Aeu 'gT og aosseoons AUe ao 'gueby Moa.sa
tiOTtlM oguT UOTgeaodaoo Auy •gueby aasssoong 'ST uoTgoeS
•TvAouaa gong gfTtb uoTgoa o0
uT gueby Moaosg atilt Aq peaanauT (sesuedxe pug sae; , 9Aauao .gg
•Tgvuosgea buTpnTouT) sesuedxe pug sea; etgvuosvaa sgT ao; gu by
Moaosa egg es.znqutTea TTggs aanssl egg 'Ignoataa tions buTpuggsttgTM4ou
pug 'queby Moaosa og buTMo aepunaaeg sae; uodn pee.bg
pug sesuedxe puv sebavmo ITg gueby Moaosg sq-404pTgd 910214 ItIRte
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SENT BY:MAHONEY ADAMS 6-24-93 ; 5:11PM ; 6th FLOOR 9047915645;415
Section 17 . Amendments. This Agreement shall not be
re0ealed, revoked, rescinded, altered, amended or supplemented in
wh.le or in part without (i) the written consent of the holders of
on hundred percent (1001) in principal amount of the unpaid
Re unded Bonds at the time such election is made, and (ii) the
wr tten consent of the Escrow Agent; provided, however, that the
Is=uer and the Escrow Agent may, without the consent of, or notice
to the holders of the unpaid Refunded Bonds enter into such
a- • eements supplemental to this Agreement as shall not adversely
of ect the rights of such holders and shall not be inconsistent
wi .h the terms and provisions of this Agreement, for any one or
mo •e of the following purposes:
(a) to cure any ambiguity or formal defect or omission in
this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the
benefit of the holders of the Refunded Bonds, any
additional rights, remedies, powers or Issuer that may
lawfully be granted to or conferred upon the Escrow
Agent; or
(c) to modify administrative provisions dealing with time
periods, notices, discharge or resignation or fees and
expenses.
Ph; Escrow Agent shall be entitled to rely exclusively upon an
un. alified opinion of nationally recognized bond counsel with
re=pest to compliance with this Section 17, including the extent,
if any, to which any change, modification, addition or elimination
ofeects the rights of such holders of the Refunded Bonds or that
an instrument executed hereunder complies with the conditions or
pr.visions of this Section 17.
Section 18. Miscellaneous.
(a) All notices, demands or other communications given
he•eunder shall be in writing and shall only be deemed duly given
up.n mailing by United States registered or certified mail, return
re.eipt requested, postage prepaid, addressed as follows:
If to the Issuer: City of Atlantic Beach
800 Seminole road
Atlantic Beach, Florida 32233
Attention: City Manager
Page 12 of 14
r- - _— .__� •— — --
SENT BY:MAHONEY ADAMS ; 6-24-83 ; 5:12PM ; 6th FLOOR-. 9047915645416
If to the Escrow Agent: Barnett Banks Trust Company, N.A.
9000 Southside Boulevard
Jacksonville, Florida 32256
Attention: Corporate Trust
Department
(b) This Agreement may be signed in counterparts. Each will
be an original, but both of them together constitute the same
indtrument.
(0) If any one or more of the covenants or agreements
pr.vided in this Agreement on the part of Issuer or the Escrow
Agent to be performed should be determined by a court of competent
ju•iediction to be contrary to law, such covenant or agreement
eh- ll be deemed and construed to be severable from the remaining
co enants and agreements herein contained and shall in no way
effect the validity of the remaining provisions of this Agreement.
(d) All the covenants, promises and agreements in this
A. .eement contained by or on behalf of the Issuer or by or on
be alf of the Escrow Agent shall bind and inure to the benefit of
their respective successors and assigns.
(e) This Agreement shall be governed by the applicable law of
the State of Florida.
IN WITNESS WHEREOF, the Parties have each caused this
Ag.eement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of the
da.e first above written.
At est: CIT OF • LANTIC : - CH,
FLO 'IDA
jiBy:, V).-t_c_AA.- 6) By. L A ` A LAA
"ii iam J. Gullif•rd .
Mayor-Commissioner
(S=al) By: : , .•7i9 • / b/.
Kim D. Leinbach
City Manager
Page 13 of 14
SENT BY:MAHONEY ADAMS ; 6-24-83 ; 5:13PM ; 8th FLOOR-4 9047915645;417
At est: BARNETT BANKS TRUST
COMPANY, N.A. ,
as Escrow Agent
By:
Tile: Title:
c:\ ext\secrow\escrow.abi
Page 14 of 14
USE OF FUNDS SCHEDULE EXHIBIT F
Costs of Issuance 63,500
Defeasance/Retirement of Prior Bonds (*) 3,565,162
(Buccaneer, Oak Harbor, and State
Pollution Control Series Q)
Cost of Improvements 6,371,338
TOTAL USE OF FUNDS 10,000,000
(*) — Estimated: Includes interest to first date of
redemption, and applicable premium for
the State Pollution Control Series Q issue.