Resolution 207-1990
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RESOLUTION NO.
207 - 1990
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING
$12,500,000 SALES TAX BOND ANTICIPATION NOTES,
SERIES 1990, IN ANTICIPATION OF RECEIPT BY THE
COUNTY OF PROCEEDS FROM THE SALE OF ITS NOT
EXCE~DING $40,000,000 SALES TAX REVENUE BONDS,
SE~L~ 1991; AUTHORIZING THE SALE OF THE NOTES
ATP$LIC SALE; AUTHORIZING PREPARATION OF THE
OFFI~AL STATEMENT FOR THE NOTES; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
MONROE COUNTY, FLORIDA:
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
ARTICLE I
AUTHORITY AND FINDINGS
SECTION 1.01
AUTHORITY FOR THIS RESOLUTION.
This
resolution is adopted pursuant to the provisions of Section
215.431, Florida Statutes, and other applicable provisions of law.
SECTION 1.02
FINDINGS.
It is hereby ascertained,
determined and declared by the Board of County Commissioners (the
"Governing Body") of Monroe County, Florida (the "Issuer") that:
A. It is necessary and desirable to finance the cost of
the acquisition and construction of additional criminal justice
facilities in the area of the Issuer (the "Project").
March 27, 1990 (the "Bond Resolution"), authorized the issuance of
B. The Governing Body, by resolution duly adopted on
not exceeding $40,000,000 Sales Tax Revenue Bonds, Series 1991 (the
"Bonds"), to finance the cost of the Project.
The Bonds, when
issued, and. the interest due thereon, will be payable from and
secured by a prior lien upon and pledge of the portion of the
proceeds of the one cent local government infrastructure surtax on
deposit from time to time in the trust fund for such purpose
established for the Issuer in the state Treasury of the state of
Florida, allocated for and distributed monthly to the Issuer
pursuant to Section 212.055(2), Florida Statutes (the "Sales Tax").
C. It is necessary and urgent that funds be made
immediately available in order to provide temporary financing for a
portion of the cost of the acquisition and construction of the
Project, in the form of bond anticipation notes (the "Notes"). The
Governing Body must, therefore, anticipate the receipt by it of the
proceeds to be derived from the sale of the Bonds. Otherwise, if
the Governing Body postpones and delays the Project pending the
sale and delivery of the Bonds, considerable inconvenience and
additional cost will be suffered by the Issuer. The principal of
and interest on the Notes to be issued pursuant to this resolution
will be payable solely from and secured by a prior lien upon and
pledge of the proceeds derived from the sale of such Bonds, and, if
necessary, by a prior lien upon and pledge of the Sales Tax.
D. It is necessary and desirable at this time to
authorize the sale of not exceeding $12,500,000 aggregate principal
amount of Notes, and to authorize the preparation of the Official
Statement relating to the Notes.
SECTION 1.03 RESOLUTION TO
consideration of the acceptance of
issued hereunder by those who shall
CONSTITUTE
the Notes
hold the same from time to
CONTRACT. In
authorized to be
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03247/MON59003/AAl/032690
time, this resolution shall be deemed to be and shall constitute a
contract between the Issuer and such holders. The covenants and
agreements herein set forth to be performed by the Issuer shall be
for the equal benefit, protection and security of the legal holders
of the Notes and the interest thereon, all of which shall be of
equal rank and without preference, priority or distinction of any
of the Notes or interest thereon over any other thereof, except as
expressly provided therein and herein.
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03247/MON59003/AA1/032690
ARTICLE II
AUTHORIZATION OF NOTES; DESCRIPTION AND
SALE OF NOTES; DETAILS AND FORM OF NOTES
SECTION 2.01
AUTHORIZATION OF NOTES.
Subject and
pursuant to the provisions of this resolution and in anticipation
of the sale and delivery of the Bonds, notes of the Issuer to be
known as "Sales Tax Bond Anticipation Notes, Series 1990, herein
sometimes referred to as "Notes," are hereby authorized to be
issued in the aggregate principal amount of not exceeding
$12,500,000.
SECTION 2.02 DESCRIPTION OF NOTES. The Notes shall be
issued in fully registered form, without coupons; shall be in the
denomination of $5,000 each or integral multiples thereof; shall
be numbered consecutively from one upward, or in such other
manner agreed between the Issuer and the Note registrar; shall be
dated May 15, 1990; shall all mature on November 15, 1991; and
shall bear interest from their date until the maturity thereof,
payable at maturity, at a rate not exceeding the maximum rate
allowed by law (computed on a 365-day per year basis), as
provided by subsequent resolution of the Governing Body adopted
on the sale thereof.
Both the principal of and interest on the Notes shall be
payable upon presentation and surrender at the office of a paying
agent and Note registrar (collectively, the "Registrar") to be
determined by subsequent resolution of the Governing Body adopted
prior to the delivery of the Notes.
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03247/MON59003/AAl/032690
SECTION 2.03 SALE OF NOTES. The Notes shall be offered
at public sale in April 1990, the exact date and amount of Notes
offered for sale to be determined in the discretion of the County
Administrator of the Issuer without further authorization from
the Governing Body. The County Administrator is hereby
authorized and directed to publish, or cause to be published, the
official or summary form of notice of sale in The Bond Buyer, a
financial newspaper published in the Borough of Manhattan, City
and State of New York, and/or in a newspaper of general
circulation in the area of the Issuer, one time not less than 10
days prior to such date of sale. The official notice of sale,
summary notice of sale and bid form for public sale shall be in
substantially the following form:
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03247{MON59003{AA1{032690
OFFICIAL
NOTICE OF SALE
$
MONROE COUNTY, FLORIDA
SALES TAX BOND ANTICIPATION NOTES
SERIES 1990
Sealed proposals will be received by the Board of County
Commissioners of Monroe County, Florida (the "Governing Body"),
at the office of the Clerk of the Circuit Court, 500 Whitehead
Street, Key West, Florida
33040, until 11:00 a.m. E T on
, 1990, for the purchase of all $
Sales
Tax Bond Anticipation Notes, Series 1990, of Monroe County,
Florida (the "Notes" and "Issuer," respectively); dated May 15,
1990; in the denomination of $5,000 each or integral multiples
thereof; and maturing and bearing interest payable on November
15, 1991.
Immediately thereafter bids will be opened at such
address and examined by representatives of the Issuer.
The Notes shall be issued in fully registered form,
without coupons, and shall be payable with respect to both
principal and interest by a paying agent to be named by the
Issuer prior to the delivery of the Notes.
The Notes or any portions thereof shall, at the option
of the Issuer, be redeemable in whole or in part, by lot if less
than all, at any time on or after May 15, 1991, at the price of
the par amount thereof, plus accrued interest to the redemption
date.
BANK QUALIFICATION
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03247/MON59003/AA1/032690
The Notes are not "qualified tax-exempt obligations" for
purposes of Section 265(b)3(B) of the Internal Revenue Code of
1986, as amended (collectively, the "Code").
PURPOSE
The Notes are issued for
financing of a portion of the cost
construction of additional criminal
area of the Issuer.
SECURITY FOR NOTES
The Notes will be special obligations of the Issuer,
payable solely from and secured by a prior lien upon and a pledge
of the proceeds derived from the sale of not exceeding
$40,000,000 Sales Tax Revenue Bonds, Series 1991, of the Issuer,
authorized but unissued, and, to the extent necessary, by a prior
lien upon and pledge of the portion of the proceeds of the one
cent local government infrastructure surtax on deposit from time
to time in the trust fund for such purpose established for the
Issuer in the State Treasury of the State of Florida, allocated
for and distributed monthly to the Issuer pursuant to Section
212.055(2), Florida Statutes; the enforceability of which will be
subject to (a) bankruptcy laws and other laws affecting
creditors' rights and (b) the exercise of judicial discretion.
INTEREST RATE AND BIDDING DETAILS
Bidders shall specify a rate of interest (based upon a
365-day year) in a multiple of 1/8 or 1/20 of 1% per annum, but
such interest rate may not exceed % per annum.
the purpose of temporary
of the acquisition and
justice facilities in the
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03247/MON59003/AA1/032690
No bid for less than all of the Notes offered, or for
less than % of the par value thereof, will be considered.
Award of the Notes will be made to the bidder whose bid offers
the lowest true interest cost to the Issuer, such lowest true
interest cost to be determined by doubling the semiannual
interest rate (compounded semiannually) necessary to discount the
debt service payments on the Notes from the payment dates to May
15, 1990, and to the price bid, not including interest accrued to
the date of delivery of the Notes. Award of the Notes will be
made on the same day bids are received. If 2 or more bids offer
the same true interest cost, the Notes will be awarded to the
bidder on the bid selected by lot among those bids bearing the
same true interest cost.
The Issuer reserves the
bids, to waive any informality in
adjourning or postponing the sale
other action the Governing Body
interest of the Issuer.
Each bid submitted must be unconditional, except as
specified in this Official Notice of Sale, on a form furnished by
the Issuer and in a sealed envelope addressed to the Clerk of the
Governing Body and marked "Bid for $ Monroe County,
Florida, Sales Tax Bond Anticipation Notes, Series 1990," and
must be accompanied by a certified or bank cashier's or bank
treasurer's check for $ drawn upon an incorporated
bank or trust company to the order of the Issuer as a good faith
deposit to guarantee performance of the bid. No interest will be
right to reject any and all
any bid, to take any action
of the Notes or to take any
may deem to be in the best
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03247{MON59003{AA1{032690
paid on the amount of any check so received. The checks of the
unsuccessful bidders will be returned promptly upon award of the
Notes. The check of the successful bidder will be deposited by
the Issuer in an interest-bearing account and be retained and
applied towards the purchase price of the Notes pending full
performance of the successful bidder, or will be forfeited to the
Issuer and applied as full liquidated damages upon failure of the
successful bidder to take up and pay for the Notes. In any event
interest earned on such deposit shall inure to the benefit of the
Issuer. If the Notes are not delivered to the successful bidder
within 30 days from the date of sale, without fault upon the part
of the successful bidder, such successful bidder shall not
thereafter be obligated to take delivery of and pay for the
Notes, and the amount of the good faith check will be promptly
paid to the successful bidder. The Issuer will pay the cost of
preparing the Notes.
CUSIP NUMBERS
CUSIP identification numbers and CUSIP Service Bureau
charges for assignment of the numbers will be the responsibility
of the purchaser, but any delay, error or omission with respect
thereto shall not constitute cause for a failure or refusal by
the purchaser thereto to accept delivery of and pay for the Notes
in accordance with the terms of this Official Notice of Sale.
DELIVERY OF NOTES
Delivery of and payment for the Notes in definitive form
will be made within 30 calendar days from the sale date in Key
West, Florida, or such other place mutually agreed upon between
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03Z47!MON59003!AA1!03Z690
the purchaser and the
purchase price, plus
Issuer at the closing,
states of America.
The legal opinion of Squire, Sanders & Dempsey,
Jacksonville, Florida ("Bond Counsel"), will be furnished without
charge to the purchaser at the time of delivery. For a further
discussion of the content of that opinion, see the Preliminary
Official Statement for the Notes.
There will also be furnished at the time of delivery of
the Notes, a closing transcript, including a certificate (which
may be included in a consolidated closing certificate) relating
to the accuracy and completeness of the Official Statement; and
stating, among other things, that there is no litigation or
administrative action or proceeding pending or threatened at the
time of delivery of the Notes, to restrain or enjoin or seeking
to restrain or enjoin the issuance and delivery of the Notes or
affecting the validity of the Notes, and that the Official
Statement is a "final official statement" for purposes of SEC
Issuer. Payment of the balance of the
accrued interest, shall be made to the
in Federal Reserve Funds of the United
Rule 15c2-12(b)(3) and (4).
REOFFERING PRICE CERTIFICATE
The purchaser, by submitting its bid, agrees to furnish
to the Issuer and Bond Counsel, a certificate containing
information as to the bona fide initial offering price of the
Notes to the public and sales of the Notes appropriate for
determination of the issue price of, and the yield on, the Notes
under the Code, as and at the time requested by Bond Counsel.
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03247/MON59003/AA1/032690
OFFICIAL STATEMENT
The Issuer shall furnish at its expense within 7
business days after the Notes have been awarded to the purchaser,
and in sufficient time to accompany any confirmation of the
purchaser that requests payment from any customer, a sufficient
number of copies of the final Official Statement, which, in the
judgment of the financial advisor to the Issuer, will permit the
purchaser to comply with applicable SEC and MSRB rules.
ADDITIONAL INFORMATION
Copies of the preliminary Official Statement "deemed
final" (except for permitted
omissions) by the Issuer in
accordance with SEC Rule 15c2-12, Official Bid Form and other
information may be obtained from Mr. Thomas W. Brown, County
Administrator, Public Service Building, Wing II, Stock Island,
Key west, Florida 33040
(305) 294-4641; or from Ms. Lavon
Wisher, Public Financial Management, financial advisor to the
Issuer, 5900 Enterprise parkway,
Fort Myers, Florida 33905
(813) 693-7117.
MONROE COUNTY, FLORIDA
By
Mayor, Board of County
Commissioners
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03Z47!MON59003!AAl!03Z690
OFFICIAL
BID FORM
$
MONROE COUNTY, FLORIDA
SALES TAX BOND ANTICIPATION NOTES
SERIES 1990
, 1990
The Honorable Danny Kolhage
Clerk of the Circuit Court
500 Whitehead Street
Key West, Florida 33040
Dear Mr. Kolhage:
Subject to the provisions and in accordance with the
terms of the attached Official Notice of Sale, which is hereby
made a part of this bid, we (jointly and severally if more than
one underwriter is named below) agree to purchase and offer to
pay
Dollars ($
plus accrued
interest on the Notes from May 15, 1990, to the date of delivery,
par value Sales Tax Bond Anticipation
for all the $
Notes, Series 1990 (the "Notes"), dated May 15, 1990, of Monroe
County, Florida (the "Issuer"), described in such Official Notice
of Sale, maturing on November 15, 1991, and bearing interest
(based upon a 365-day year) from their date at the rate of
per centum (____%) per annum.
At the time of delivery of the Notes, the Issuer shall
furnish to us, free of charge, the legal opinion of Squire,
Sanders & Dempsey, Jacksonville, Florida, Bond Counsel, together
with the usual closing transcript.
We enclose herewith a certified or bank cashier's or
bank treasurer's check payable to the order of the Issuer in the
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03247/MON59003/AA1/032690
amount of $
which check is to be applied in accordance
with the provisions of the Official Notice of Sale.
Receipt of the Preliminary Official Statement for the
Notes ("deemed final" (except permitted omissions) by the Issuer
in accordance with SEC Rule lSc2-12) is hereby acknowledged.
The names of the underwriters or members of the account
that are associated for the purpose of this bid are either listed
below or on a separate attached sheet.
By:
Signature(s) of
bidder(s) or of
authorized officer
or agent
Title or signer or
authorized officer or
agent
(NOTE: For information purposes only
and not a part of the bid)
True interest cost* $
True interest cost
rate* %
(to 4 decimal places)
* Computed in accordance with Official Notice of Sale
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03247/MON59003/AA1/032690
The above good faith
check in the amount
of $ has been
returned and receipt
thereof is duly
acknowledged.
(No alterations are to be made in
this bid except those additions
specified above)
By
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03247/MON59003/AA1/032690
SUMMARY NOTICE OF SALE
$
MONROE COUNTY, FLORIDA
SALES TAX BOND ANTICIPATION NOTES
SERIES 1990
Sealed proposals will be received by the Board of County
Commissioners of Monroe County, Florida,
at the office of the
Clerk of the Circuit Court, 500 Whitehead Street, Key West,
Florida 33040 until 11:00 a.m. E T on
, 1990, for
the purchase of all, but not less than all, of $
Sales
Tax Bond Anticipation Notes, Series 1990, of Monroe County,
Florida (the "Notes" and "Issuer," respectively), dated May 15,
1990. The Notes shall be issued in fully registered form, in the
denomination of $5,000 each or integral multiples thereof, and
shall mature and bear interest (based upon a 365-day year)
payable on November 15, 1991.
The Notes or any portions thereof shall, at the option
of the Issuer, be redeemable in whole or in part, by lot if less
than all, at any time on or after May 15, 1991, at the price of
the par amount thereof, plus accrued interest to the redemption
date.
The Notes shall be
payable with respect to both
principal and interest by a paying agent to be named by the
Issuer prior to the delivery of the Notes.
The Notes will be payable solely from and secured by a
prior lien upon and pledge of the proceeds derived from the sale
of not exceeding $40,000,000 Sales Tax Revenue Bonds, Series
1991, of the Issuer, authorized but unissued, and, to the extent
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03247/MON59003/AAI/032690
necessary, by a prior lien upon and pledge of the portion of the
proceeds of the one cent local government infrastructure surtax
on deposit from time to time in the trust fund for such purpose
established for the Issuer in the state Treasury of the state of
Florida, allocated for and distributed monthly to the Issuer
pursuant to Section 212.055(2), Florida Statutes; the
enforceability of which will be subject to (a) bankruptcy laws
and other laws affecting creditors' rights and (b) the exercise
of judicial discretion. The successful bidder will be furnished
the approving opinion of Squire, Sanders & Dempsey, Jacksonville,
Florida, Bond Counsel.
The Issuer shall furnish, at its expense, to the
successful bidder within 7 business days after the Notes have
been awarded to the successful bidder, and in sufficient time to
accompany any confirmation that requests payment from any
customer, sufficient copies of the final Official Statement
which, in the judgment of the financial advisor to the Issuer,
will permit the purchaser to comply with SEC and MSRB rules.
Copies of the Preliminary Official Statement ("deemed
final" (except for permitted omissions) by the Issuer as of its
date for purposes of SEC Rule 15c2-12), Official Notice of Sale,
Official Bid Form, and other information may be obtained from Mr.
Thomas W. Brown, County Administrator, Public Service Building,
wing II, Stock Island, Key West, Florida 33040, (305) 294-4641;
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03247/MON59003/AAl/032690
or from Ms. Lavon Wisher, Public Financial Management, financial
advisor to the Issuer, 5900 Enterprise parkway, Fort Myers,
Florida 33905, (813) 693-7117.
MONROE COUNTY, FLORIDA
By:
Mayor, Board of County
Commissioners
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03247/MON59003/AA1/032690
SECTION 2.04 EXECUTION OF NOTES. The Notes shall be
executed in the name of the Issuer by the Mayor of the Governing
Body and countersigned and attested by the Clerk of the Governing
Body, either manually or with their facsimile signatures, and the
corporate seal of the Governing Body or a facsimile thereof shall
be affixed thereto or reproduced thereon. The Certificate of
Authentication of the Registrar shall appear on the Notes, and no
Note shall be valid or obligatory for any purpose or be entitled
to any security or benefit under this resolution unless such
certificate shall have been duly executed on the Note. The
authorized signature for the Registrar shall be either manual or
in facsimile; however, at least one of the above signatures,
including the authorized signature for the Registrar, appearing
on the Notes shall at all times be a manual signature. In case
anyone or more of the officers who shall have signed or sealed
the Notes shall cease to be such officer of the Issuer before the
Notes so signed and sealed shall have been actually sold and
delivered, the Notes may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed or
sealed the Notes had not ceased to hold such office.
SECTION 2.05 NEGOTIABILITY. The Notes shall be and
have all the qualities and incidents of negotiable instruments
under the laws of the State of Florida, and each successive
holder, in accepting any of the Notes, shall be conclusively
deemed to have agreed that such Notes shall be and have all of
18
03Z47{MON59003{AA1{03Z690
the qualities and incidents of negotiable instruments under the
laws of the state of Florida.
SECTION 2.06 NOTES MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Note shall become mutilated, or be destroyed,
stolen or lost, the Issuer, may in its discretion issue and
deliver a new Note of like tenor as the Note so mutilated,
destroyed, stolen, or lost, in exchange and substitution for such
mutilated Note, upon surrender and cancellation of such mutilated
Note or in lieu of and substitution for the Note destroyed,
stolen or lost, and upon the holder furnishing satisfactory proof
of his ownership and the loss thereof (if lost, stolen or
destroyed) and indemnity satisfactory to the Issuer, and
complying with such other reasonable regulations and conditions
as the Issuer may prescribe and paying (in advance if so required
by the Issuer) such taxes, governmental charges, attorneys fees,
printing costs and other expenses as the Issuer may charge and/or
incur. All Notes so surrendered shall be cancelled by the Clerk
of the Governing Body. If any such Note shall have matured or
will mature within 45 days, instead of issuing a substitute Note,
the Issuer may pay the same, upon being indemnified as aforesaid,
and if such Note be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate Notes issued pursuant to this Section
shall constitute original contractual obligations on the part of
the Issuer, whether or not the lost, stolen or destroyed Notes be
at any time found by anyone, and such duplicate Notes shall be
entitled to equal and proportionate benefits and rights as to
19
03247/MON59003/AA1/032690
lien, source and security for payment, pursuant to this
resolution from the funds, as hereinafter pledged, to the same
extent as all other Notes issued under this resolution.
SECTION 2.07 REGISTRATION. The Governing Body shall,
prior to the proposed date of delivery of the Notes, by
resolution designate the Registrar. The Registrar shall be
responsible for maintaining the books for the registration and
transfer of the Notes in compliance with a written agreement to
be executed between the Governing Body and the Registrar on or
prior to the delivery date of the Notes.
Upon surrender to the Registrar for transfer or exchange
of any Note, duly endorsed for transfer or accompanied by an
assignment or written authorization for exchange, whichever is
applicable, duly executed by the Noteholder or his attorney duly
authorized in writing, the Registrar shall deliver in the name of
the Noteholder or the transferee or transferees, as the case may
be, a new fully registered Note or Notes of authorized
denominations for the aggregate principal amount which the
Noteholder is entitled to receive.
All Notes presented for transfer, exchange or payment
(if so required by the Issuer or the Registrar) shall be
accompanied by a written instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of
signature satisfactory to the Issuer or the Registrar, duly
executed by the holder or by his duly authorized attorney.
The Registrar or the Issuer may require payment from the
holder or transferee of a sum sufficient to cover any tax, fee or
20
03247/MON59003/AA1/032690
other governmental charge that may be imposed in connection with
any exchange or transfer of the Notes. Such charges and expenses
shall be paid before any new Note shall be delivered.
New Notes delivered upon any transfer or exchange shall
be valid special obligations of the Issuer, evidencing the same
debt as the Notes surrendered, shall be secured by this
resolution and shall be entitled to all of the security and
benefits hereof to the same extent as the Notes surrendered.
The Issuer and the Registrar may treat the holder of any
Note as the absolute owner thereof for all purposes, whether or
not such Note shall be overdue, and shall not be bound by any
notice to the contrary.
SECTION 2.08 PROVISIONS FOR REDEMPTION. The Notes or
any portions thereof shall, at the option of the Issuer, be
redeemable in whole or in part, by lot if less than all, at any
time on or after May 15, 1991, at the price of the par amount
thereof, plus accrued interest to the redemption date.
Notice of such redemption shall, at least 30 days prior
to the redemption date, be filed with the Registrar and be
mailed, postage prepaid, by the Registrar to all holders of Notes
to be redeemed at their addresses as they appear of record on the
books of the Registrar as of 45 days prior to the date fixed for
redemption; provided, however, that failure to file and/or mail
such notice of redemption shall not render void or voidable any
calling of Notes for prior redemption. Interest shall cease to
accrue on any Note duly called for prior redemption on the
redemption date, if payment thereof has been duly provided. The
21
03Z47!MON59003!AA1!03Z690
privilege of transfer or exchange of any of the Notes selected
for redemption shall be suspended.
Each notice of redemption shall state the date of such
notice, the date of issue of the Notes, the redemption date, the
redemption price, the place or places of redemption (including
the name and appropriate address or addresses of the paying
agent), the CUSIP number (if any) of the Notes to be redeemed,
and, if less than all of the Notes, the distinctive certificate
numbers of the Notes to be redeemed and, in the case of Notes to
be redeemed in part only, the respective portions of the
principal amount thereof to be redeemed. Each such notice shall
also state that on such date there will become due and payable on
each of such Notes, the redemption price thereof, or of such
specified portion of the principal amount thereof in the case of
a Note to be redeemed in part only, together with interest
accrued thereon to the redemption date; and that from and after
such redemption date, interest thereon shall cease to accrue, and
shall require that such Notes be then surrendered at the address
or addresses of the paying agent specified in the redemption
notice.
SECTION 2.09 FORM OF NOTES. The Notes shall be in
substantially the following form with such omissions, insertions
and variations as may be necessary or desirable and authorized or
permitted by this resolution or by any subsequent resolution
adopted prior to the issuance thereof:
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03Z47!MON59003!AA1!03Z690
CUSIP:
$
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY
SALES TAX BOND ANTICIPATION NOTE
SERIES 1990
INTEREST RATE
MATURITY DATE
DATE OF
ORIGINAL ISSUE
REGISTERED OWNER:
KNOW ALL MEN BY THESE PRESENTS, that Monroe County,
Florida (the "County"), for value received, hereby promises to
pay to the Registered Owner above, or registered assigns, solely
from the special funds mentioned below, on the Maturity Date
specified above, the principal
sum shown above, upon the
presentation and surrender hereof at the corporate trust office
of , as
note registrar and paying agent (collectively, the "Registrar"),
and to pay solely from such special funds, interest hereon from
the date of this note until its maturity or redemption prior to
maturity, as the case may be, at the rate per annum set forth
above (based on a 365-day year), payable upon presentation and
surrender hereof to the Registrar.
Both principal of and
interest on this Note are payable in lawful money of the United
States of America.
23
03247/MON59003/AA1/032690
the County (the "BOnds")
resolution duly adopted by
the County on March 27,
subject to all the terms
and the Bond Resolution.
This note is one of an authorized issue of notes issued
to temporarily finance a portion of the cost of additional
criminal justice facilities in the area of the County; under the
authority of and in full compliance with the Constitution and
statutes of the state of Florida, including particularly Section
215.431, Florida Statutes, and other applicable provisions of
law, and a resolution duly adopted by the Board of County
Commissioners of the County on March 27, 1990, as supplemented
(collectively, the "Note Resolution"), in anticipation of the
receipt by the County of the proceeds from the sale of not
exceeding $40,000,000 Sales Tax Revenue Bonds, Series 1991, of
authorized to be issued pursuant to a
the Board of County Commissioners of
1990 (the "Bond Resolution"), and is
and conditions of the Note Resolution
This note and the interest hereon are payable from and
secured by a prior lien upon and pledge of the proceeds derived
from the sale of the Bonds, and, if necessary, by a prior lien
upon and pledge of the portion of the proceeds of the one cent
local government infrastructure surtax on deposit from time to
time in the trust fund for such purpose established for the
County in the State Treasury of the State of Florida, allocated
for and distributed monthly to the County pursuant to Section
212.055(2), Florida Statutes.
24
03247{MON59003{AA1{032690
(To be inserted where appropriate on face of note:
"REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON
THIS SIDE.")
This note may be transferred only upon the books of the
County kept by the Registrar upon surrender thereof at the
principal office of the Registrar with an assignment duly
executed by the holder or his duly authorized attorney, but only
in the manner, subject to the limitations and upon payment of a
sum sufficient to cover any tax, fee or governmental charge, if
any, that may be imposed in connection with any such transfer, as
provided in the Note Resolution. Upon any such transfer, there
shall be executed in the name of the transferee, and the
Registrar shall deliver, a new registered note or notes of
authorized denominations and in the same aggregate principal
amount as this note.
In like manner, subject to such conditions and upon the
payment of a sum sufficient to cover any tax, fee or governmental
charge, if any, that may be imposed in connection with any such
exchange, the holder of any note or notes may surrender the same
(together with a written instrument of transfer satisfactory to
the Registrar duly executed by the holder or his duly authorized
attorney) in exchange for an equal aggregate principal amount of
registered notes in authorized denominations.
The notes of this issue or any portion thereof shall, at
the option of the County, be redeemable in whole or in part, by
25
03Z47!MON59003!AA1!03Z690
lot if less than all, at any time on or after May 15, 1991, at
the price of the par amount hereof, plus accrued interest to the
redemption date.
Notice of such redemption shall be given in the manner
and to the extent required by the Note Resolution.
This note is and has all the qualities and incidents of
a negotiable instrument under the laws of the state of Florida.
This note shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Note Resolution until the certificate of authentication hereon
shall have been executed by the Registrar.
IN WITNESS WHEREOF, Monroe County, Florida, has issued
this note and has caused the same to be executed by the Mayor of
its Board of County Commissioners and attested and countersigned
by the Clerk of such Board, either manually or with their
facsimile signatures, and the corporate seal of such Board or a
facsimile
thereof
to
be
affixed,
impressed, imprinted,
lithographed or reproduced hereon, all as of May 15, 1991.
MONROE COUNTY, FLORIDA
(SEAL)
Mayor, Board of County
Commissioners
ATTESTED AND COUNTERSIGNED:
Clerk, Board of County
Commissioners
26
03247/MON59003/AAI/032690
NOTE REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This note is one of the notes of the issue described in
the Note Resolution.
As Note Registrar
By:
Authorized Signature
Date of Authentication:
The
following
abbreviations,
when
used
in the
inscription on the face of the within note, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in
common
UNIF GIF MIN ACT -
(Cust. )
TEN ENT - as tenants by the
entireties
Custodian for
(Minor)
JT TEN - as joint tenants with
right of survivorship
and not as tenants in
common
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in
list above.
27
03247/MON59003/AAl/032690
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers to
(PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
the within note and does hereby irrevocably constitute and
appoint
as his agent
to transfer the note on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
Signature guaranteed: NOTICE: The signature to this
assignment must correspond
with the name of the holder as
(Bank, Trust Company or Firm) it appears upon the face of
the within note in every
particular, without alteration
or enlargement or change
whatever.
(Authorized Officer)
28
03247/MON59003/AA1/032690
ARTICLE III
APPLICATION OF NOTE PROCEEDS;
SECURITY FOR NOTES
SECTION 3.01
APPLICATION OF NOTE PROCEEDS. The money
received from the delivery of the Notes shall be deposited and
applied as follows:
A. Accrued interest on the Notes shall be deposited
into a separate special account in the Sinking Fund created and
established by the Bond Resolution (the "Sinking Fund").
B. The proceeds from the sale of the Notes shall next
be used to pay the costs and expenses incurred in connection with
the preparation, issuance and sale of the Notes.
C. The balance of the proceeds from the sale of the
Notes shall be used and applied as provided in Section 3.01D of
the Bond Resolution.
The holders of the Notes shall have a lien upon all the
proceeds of the sale thereof, until such proceeds have been
applied as specified in this Section.
SECTION 3.02 SECURITY FOR NOTES. Neither the Notes nor
the interest thereon
shall
be
or
constitute a general
indebtedness of
the
Issuer
within
the
meaning of any
constitutional or statutory provision or limitation, but shall be
payable solely from and secured by a prior lien upon and a pledge
of the proceeds derived from the sale of the Bonds, and, if
necessary, by a prior lien upon and pledge of the Sales Tax as
provided below.
No holder or holders of any Notes issued
hereunder shall ever have the right to require or compel the
29
03247{MON59003{AA1{032690
exercise of the ad valorem taxing power of the Issuer or taxation
in any form of any property therein for payment thereof, or be
entitled to payment of such principal and interest from any other
funds of the Issuer, except from the special funds in the manner
provided herein. Until payment has been provided as herein
permitted, the payment of the principal of and interest on the
Notes shall be secured forthwith equally and ratably by a prior
lien on the proceeds derived from the sale of the Bonds, and, if
necessary, by a prior lien upon the Sales Tax, and the Issuer
does hereby irrevocably pledge and grant a prior lien upon the
same for such purposes.
30
03247{MON59003{AA1{032690
ARTICLE IV
CERTAIN COVENANTS OF THE ISSUER;
ADDITIONAL OBLIGATIONS
SECTION 4.01 COVENANTS OF THE ISSUER. For so long as
the principal of and interest on the Notes shall be outstanding
and unpaid or until there shall have been irrevocably set apart a
sum sufficient to pay, when due, the entire principal of the
Notes remaining unpaid, together with interest accrued and to
accrue thereon, the Issuer covenants with the holders of the
Notes as follows:
A. PROCEEDS FROM BONDS.
Upon receipt of the proceeds
of the sale of the Bonds (excluding accrued interest which shall
be deposited into the Sinking Fund), the Issuer shall apply such
proceeds as follows:
1. There shall be transmitted to the Registrar or the
escrow holder for the Notes, as appropriate, the amount required
to pay, or which, when invested as permitted by this resolution
will be sufficient to pay, the principal of and interest due on
the Notes.
2. The remaining balance, if any, shall be applied
pursuant to the provisions of
Section 3.01D of the Bond
Resolution.
B. APPLICATION OF PRIOR COVENANTS. The covenants and
pledges (to the extent that the same are not inconsistent)
contained in the Bond Resolution shall be deemed to be for the
benefit and protection of the Notes and the holders thereof in
like manner as applicable to the Bonds.
A separate account in
31
03247/MON59003/AA1/032690
the Sinking Fund shall likewise be maintained for the benefit of
the Notes and the holders thereof. Upon the delivery of the
Bonds and provision being made for the payment of the Notes, any
money on deposit in such separate account shall be transferred to
the Sinking Fund for the benefit of the holders of the Bonds.
C. SALE OF BONDS. The Issuer in good faith shall
endeavor to sell and deliver from time to time a sufficient
principal amount of the Bonds in order to have funds available to
pay the Notes as they become due. However, should the Issuer
desire to retire the Notes with other legally available funds,
the Governing Body shall amend the Bond Resolution by reducing
the authorized amount of the Bonds by the principal amount of
Notes to be so retired, prior to such retirement of the Notes.
D. ISSUANCE OF ADDITIONAL OBLIGATIONS. The Issuer
covenants and agrees not to issue any additional obligations or
incur any additional indebtedness, except refunding obligations,
payable from the special funds pledged in this resolution to the
payment of the Notes and the interest due thereon.
E. TAX EXEMPTION. The Issuer at all times while the
Notes and the interest thereon are outstanding will comply with
the requirements of the Internal Revenue Code of 1986, as
amended, and any valid and applicable rules and regulations
promulgated thereunder, to the extent necessary to preserve the
exemption from federal income taxation of the interest on the
Notes.
32
03247/MON59003/AA1/032690
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01 OFFICIAL STATEMENT. The proper officers
or agents of the Governing Body or of the Issuer are hereby
authorized and directed to prepare, or cause to be prepared, the
official statement for the Notes. Any preliminary official
statement distributed by the Issuer to prospective purchasers of
the Notes shall be sufficient to be, and shall be, "deemed final"
(except for permitted omissions) in accordance with SEe Rule
15c2-12. The County Administrator of the Issuer is authorized to
determine and to certify or otherwise represent, when such
official statement shall be "deemed final" by the Issuer as of
its date, in accordance with such Rule.
SECTION 5.02 UNCLAIMED MONEY. Notwithstanding any
provisions of this resolution, any money held by the Registrar
for the payment of the principal or interest on any Notes and
remaining unclaimed for 5 years after the principal of all of the
Notes has become due and payable, if such money were so held at
such date, or 5 years after the date of deposit of such money if
deposited after such date when all of the Notes became due and
payable, shall be repaid to the Issuer free from the provisions
of this resolution, and all liability of the Registrar with
respect to such money shall thereupon cease; provided, however,
that before the repayment of such money to the Issuer as
aforesaid, the Issuer first publish at least once in a financial
newspaper or journal published and/or of general circulation in
New York, New York, a notice, in such form as may be deemed
33
03Z47/MON59003/AA1/03Z690
appropriate by the Issuer with respect to the Notes so payable
and not presented, and with respect to the provisions relating to
the repayment to the Issuer of the money held for the payment
thereof.
SECTION 5.03 DISPOSITION OF NOTES PAID OR REPLACED.
Whenever any Note shall be delivered to the Registrar for
cancellation, upon payment of the principal amount thereof, or
for replacement, such Note shall, after cancellation, either be
retained by the Registrar for a period of time specified in
writing by the Issuer, or at the option of the Issuer, shall be
destroyed by the Registrar as authorized by law, and counterparts
of a certificate of destruction evidencing such destruction shall
be furnished to the Issuer.
SECTION 5.04 DEFEASANCE. If, at any time, the Issuer
shall have paid, or shall have made provision for the payment of,
the principal and interest with respect to the Notes, then, and
in that event, the pledge of and lien on the proceeds of the sale
of the Bonds (if not so used to pay the principal of and interest
on the NoteS) and the Sales Tax in favor of the Noteholders shall
be no longer in effect. For purposes of the preceding sentence,
deposit of sufficient cash and/or principal and interest of
direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United
States of America, in irrevocable trust with a banking
institution or trust company, for the sole benefit of the
Noteholders, to make timely payment of the principal and interest
34
03247/MON59003/AAl/032690
on the outstanding Notes, shall be considered "provision for
payment."
SECTION 5.05 MODIFICATION OR AMENDMENT. No adverse
material modification or amendment of this resolution or of any
ordinance or resolution amendatory hereof or supplemental hereto
may be made without the consent in writing of the holders of 51%
or more in aggregate principal amount of all the Notes so
affected by such modification or amendment; provided, however,
that no modification or amendment shall permit a change in the
maturity of the Notes or a reduction in the rate of interest
thereon, or in the amount of principal obligation thereof, or
affect the promise of the Issuer to pay the principal of and
interest on the Notes as the same shall become due from the
special funds described in this resolution, or reduce the
percentage of the holders of the Notes required to consent to any
adverse material modification or amendment hereof, without the
consent of the holders of all Notes.
SECTION 5.06
SEVERABILITY OF INVALID PROVISIONS. If
anyone or more of the covenants, agreements or provisions herein
contained shall be held contrary to any express provision of law
or contrary to the policy of express law, 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 or provisions and shall
in no way affect the validity of any of the other provisions
hereof or of the Notes issued hereunder.
35
03247/MON59003/AA1/032690
~"';::""
I
SECTION 5.07 REPEAL OF INCONSISTENT RESOLUTIONS. All
" '
resoluti~h{ or parts thereof in conflict with this resolution are
hereby repealed to the extent of such conflict.
SECTION 5.08
EFFECTIVE DATE.
This resolution shall
take effect immediately upon its passage.
Passed and adopted by the Board of County Commissioners
of Monroe County, Florida, at a regular meeting of the Board on
March 27, 1990.
(SEAL)
ATTEST:D~1'i~}ea.~O~G~ ~:wrk
MON~NTY. FLORIDA
By ~
Mayor, Board-- ef-- ,County.
Commissioners
.~
~lJ!!E
BY T{'-J
Attomsy'.Ollke
36
03247/MON59003/AA1/032690