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Resolution 328-1980 t L--.... RESOLUTION NO. 328-1980 A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT EXC8EDING $4,000,000 IMPROVEMENT BONDS, SERIES 1980, ANTICIPATION NOTES OF MONROE COUNTY MUNICIPAL SERVICE DISTRICT, MONROE COUNTY, FLORIDA, IN ANTICIPATION OF THE RECEIPT BY THE DISTRICT OF THE PROCEEDS FROh THE SALE OF ITS NOT EXCEEDING $8,000,000 IMPROVEMENT BONDS, SERIES 1980; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS (hereinafter called "Board") OF MONROE COUNTY, FLORIDA, the governing body of the Monroe County Municipal Service District (hereinafter called "District"), that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to 5215.431, Fla. Stat. (1979), as amended, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. It has heretofore been determined that it is necessary and desirable to finance the cost of the acquisition and construction of additions, extensions and improvements to the solid waste disposal system of the District (hereinafter collec- tively called "Project"). B. The Board has heretofore by Resolution No. 215-1980 (hereinafter called "Bond Resolution"), authorized the issuance by the District of not exceeding $8,000,000 Improvement Bonds, Series 1980 (hereinafter called "Bonds"), to finance the cost of the acquisition and construction of the project. C. The Bonds, when issued, and the interest due thereon will be payable from and secured by a prior lien upon and pledge of the special assessments levied annually against residential property within the District specially benefited by the acquisi- tion and construction of the Project and the furnishing of solid waste disposal services by the District, including inLerest on such special assessments; any payments received from franchisee solid waste collectors with respect to commercial property within the District; all other non ad valorem funds received by the -1- 3~lf District with respect to the furnishing of the solid waste dispo- sal services to the residents of the District, excluding any federal funds received from time to time by the District; and certain investment income (hereinafter collectively called "Pledged Funds"); all in the manner provided in the Resolution. D. It is necessary and urgent that funds be made imme- diately available in order to provide money for part of the cost of the acquisition and construction of the Project. The Board must, therefore, anticipate the receipt by it of the proceeds to be derived from the sale of the Bonds. Otherwise, if the Board postpones and delays the Project pending the sale and delivery of the Bonds, considerable inconvenience and additional cost will be suffered by the District. The principal of and interest on the anticipation 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 conds and, if necessary, by a prior lien upon and pledge of the Pledged Fund s . SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the anticipation notes authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall consti- tute a contract between the District and such holders. The cove- nants and agreements herein set forth to be performed by the District shall be for the equal benefit, protection and security of the legal holders of such anticipation notes and the coupons, if any, attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the antici- pation notes or coupons, if any, over any other thereof, except as expressly provided therein and herein. SECTION 4. 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 District to be known as "Improvement Bonds, Series 1980, Anticipation Notes," herein -2- 3&5 1 , sometimes referred to as "notes," are hereby authori~~d to be issued in the aggregate principal amount of not exceeding $4,000,000. SECTION 5. DESCRIPTION OF NOTES. The notes shall be issued in coupon form or bearer form without coupons~ shall be dated as provided herein and as may be fixed by subsequent reso- lution of the Board~ shall be issued in one or more series with such series designation as provided herein and as may be provided by subsequent resolution of the Board; shall mature as provided herein and as may be fixed by subsequent resolution of the Board (but not later than 5 years from their respective dates of issuance)~ shall be in the denomination of $5,000 each or any integral multiple thereof; shall be numbered consecutively from one upward within a series; and shall bear interest from their respective dates at such rate or ra tes not exceeding the maximum rate fixed by law, payable as provided herein and as may be fixed by subsequent resolution of the Board, until payment of the prin- cipal sum, all in accordance with and upon surrender of the notes and the appurtenant interest coupons, if any, as they severally mature. The notes shall be payable to bearer unless registered as hereinafter provided; shall be payable in lawful money of the United States of America; and shall be payable with respect to both principal and interest at the office of a paying agent to be subsequently determined by the Board. The notes shall have such provisions for redemption, and notice thereof, as are provided herein and as may be fixed by subsequent resolution of the Board. $ i ~"c::r 000 aggregate principal amount of the notes shall be designated "Series A" notes; shall be issueu in bearer form without coupons~ shall be dated December 1, 1980; shall mature on /1I,if V /..s- 1, 1981; shall bear interest at the rate of t? ?'o % per annum, payable at maturi ty; and shall not be redeemable prior to their stated date of maturity. SECTION 6. SALE OF NOTES. $ i-OOQ; Ot:Jt:) aggregate principal amount of the Series A notes are hereby awarded and -3- 3rofo ._,."....,----.----"..-,..~ ~~---.,._...--.. -_.~ ~"'--' sold at private sale to William R. Hough & Co., St. Petersburg, Florida, at the price of $ .3,~Oi t!)oQ-.___' plus accrued interest. The remaining authorized principal amount of the notes may be sold all at one time or from time to time in such manner and at such price or prices not inconsistent with applicable law, as shall hereafter be determined by the Board. SECTION 7. EXECUTION OF NOTES. The notes shall be exe- cuted in the name of the District by the Chairman of the Board and countersigned and attested by the Clerk of the Board, and the corporate seal of the District or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chairman or the Clerk may be imprinted or reproduced on the notes, provided that at least one signature requiLed to be placed thereon shall be manually subscribed. In case anyone or more of the officers who shall have signed or sealed the notes shall cease to be such officer of the District before the notes so signed and sealed shall have been actually sold and delivered, the notes may nevertheless be sold and delivered as herein pro- vided and may be issued as if the person who signed or sealed the notes had not ceased to hold such office. The coupons, if any, attached to the notes shall be authenticated with the facsimile signature of any present or future Chairman of the Board. The District may adopt and use for such purposes the facsimile signature of any person who shall have held such office at any time on or after the date of adop- tion of this resolution, notwithstanding that he or she may have ceased to be such officer at the time such notes shall be actually delivered. SECTION 8. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any note shall become mutilated, or be destroyed, stolen or lost, the District may in its discretion issue and deliver a new note with all unmatured coupons, if any, attached of like tenor as the note and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such -4- 3(,*} - "-----'''-'''-- _.__.~_...._._,. --,". .,-... '....-- mutilated note, upon surrender and cancellation of such mutilated note and attached coupons, if any, or in lieu of and substitution for the note and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the District proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the District may prescribe and paying such expenses as the District may incur. All notes and coupons so surrendered shall be cancelled by the Clerk of the Board. If any such notes or coupons shall have matured or be about to mature, instead of issuing a substitute note or coupon, the District may pay the same, upon being indem- nified as aforesaid, and if such note or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate notes and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the District whether or not the lost, stolen or destroyed notes or coupons be at any time found by anyone, and such duplicate notes and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other notes and coupons issued hereunder. SECTION 9. NEGOTIABILITY AND REGISTRATION. The notes and the coupons, if any, appertaining thereto shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of such notes or coupons, shall be conclusively deemed to have agreed that such notes and coupons shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. The notes may be registered at the option of the holder as to principal only or as to both principal and interest at the office of the Clerk of the Board as Registrar, or such other Registrar as may be hereafter duly appointed, such registration -5- 3/Z .._-"~-:~-""'T'^ .. to be noted on the back of the notes in the space provided therefor. After such registration as to principal only or as to both principal and interest, no transfer of the notes shall be valid unless made at such office by written assignment of the registered owner or by his duly authorized attorney in a form satisfactory to the Registrar and similarly noted on the notes, but the notes may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the notes may thereafter again from time to time be regi~Lered or transferred to bearer as before. Registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. SECTION 10. FORM OF NOTES AND COUPONS. The notes and the coupons shall be in substantially the following form with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this resolution or by any subsequent resolution adopted prior to the issuance thereof: . -6- 3CA'- - .......---,--_..-.~...._.....~.."'.,._.,...~......... . , (Include or delete applicable provisions enclosed by parentheses depending upon whether coupon notes or bearer notes without coupons are issued) No. $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MONROE MONROE COUNTY MUNICIPAL SERVICE DISTRICT IMPROVEMENT BONDS, SERIES 1980 ANTICIPATION NOTE, SERIES KNOW ALL MEN BY THESE PRESENTS, that Monroe County Municipal Service District, Monroe County, Florida (hereinafter called "District"), for value received, hereby promises to pay to the bearer hereof or, if this Note be registered, to the registered holder as herein provided, on 1, 198 , from the special funds hereinafter mentioned, the principal sum of DOLLARS and to pay solely from such special funds interest thereon from the date hereof at the rate of per centum ( %) per annum until payment of the prIncipal sum, such interest to the maturity hereof being payable (semian- nually on 1 and 1 of each year upon the presen- tation and surrender of the annexed coupons as they ~~verally fall due/at maturity). Both principal of and interest on this Note are payable in lawful money of the United States of America at This Note is one of an authorized issue of Notes in the aggregate principal amount of $4,000,000 of like effect, except as to series, number, denomination, interest rate, redemption provisions and date of maturity, issued pursuant to the Constitution and laws of the State of Florida, particularly ~2l5.43l, Fla. Stat. (1979), as amended, and a resolution duly adopted by the Board of County Commissioners of Monroe County, Florida, the governing body of the District, on November 19, 1980 (hereinafter called "Resolution"), in anticipation of the receipt by the District of the proceeds from the sale of not exceeding $8,000,000 Improvement Bonds, Series 1980, of the District (hereinafter called "Bonds"). This Note and the interest due thereon are 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 special assessments levied annually against residential property within the District spe- cially benefited by the acquisition and construction of the Project and the furnishing of solid waste disposal services by the District, including interest on such special assessments; any payments received from franchisee solid waste collectors with respect to commercial property within the District; ail other non ad valorem funds received by the District with respect to the furnishing of the solid waste disposal services to the residents of the District, excluding any federal funds received from time to time by the District; and certain investment income; all in the manner provided in the Resolution. This Note shall not constitute a general obligation of the District and the holder thereof shall never have the right to require or compel the exercise of the power of the District to -7- 370 levy ad valorem taxes for the payment of the principal of and interest on this Note. Reference is made to the Resolution for the provisions relating to the security of this Note and the duties and obligations of the District. (Insert redemption provisions) It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in connection with the issuance of this Note, exist, have happened, and have been performed in regu- lar and due form and time as required by the laws and Constitu- tion of the State of Florida applicable thereto; and that the issuance of this Note and of the issue of Notes of wb~ch this Note is one, does not violate any constitutional or statutory limitations or provisions. This recital is made with the knowledge that the holder of this Note has acted in reliance thereon. IN WITNESS WHEREOF, Monroe County Municipal Service District, Monroe County, Florida, has issued this Note and has caused the same to be signed by the manual or facsimile signature of the Chairman of the Board of County Co~nissioners of Monroe County, Florida, and the corporate seal of the District or a fac- simile thereof to be affixed or reproduced hereon, and attested and countersigned by the manual or facsimile signature of the Clerk of such Board(, and has caused the interest coupons attached hereto to be executed with the manual or facsimile signature of the Chairman of such Board), all as of the 1st day of 198 MONROE COUNTY MUNICIPAL SERVICE DISTRICT ( SEAL) Chairman, Board of County Commissioners of Monroe County, Florida, governing body of Monroe County Municipal Service District ATTESTED: Clerk, Board of County Commissioners of Monroe County, Florida, governing body of Monroe County Municipal Service District (To be used only for coupon notes) FORM OF COUPON No. $ On the first day of , 19 , Monroe County Municipal Service District will pay to the bearer at , from the special funds described in the Note to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being interest then due on its Improvement Bonds, Series 1980, Anticipation Note, Series , dated 1, 198 , No. . -8- 37 { MONROE COUNTY MUNICIPAL SERVICE DISTRICT Cha[rman;-BoardOfCounty Commissioners of Monroe County, Florida, governing body of Monroe County Municipal Service District PROVISION FOR REGISTRATION This Note may be registered in the name of the holder on the books to be kept by the Clerk of the Board of County Commissioners of Monroe County, Florida, as Registrar, or such other Registrar as may hereafter be duly appointed, as to prin- cipal only (or both principal and interest), such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made on the books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be a~ain registered as before. (The registration of this Note as to principal only shall not restrain the negotiability of the coupons by delivery, but the coupons may be surrendered with the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this Note is registered as to interest as well as principal; and thereafter the interest will be remitted by mail to the registered holder.) This Note, when converted into a Note registered as to both principal and interest, may be reconverted into a coupon (bearer) Note and again converted into a Note registered as to both principal and interest, as hereinbefore provided. Upon reconversion of this Note, when regi~Lered as to both principal and interest, into a coupon (bearer) Note, (coupons representing the interest to accrue upon this Note to the date of maturity shall be attached hereto by the Registrar, and) the Registrar shall note in the registration blank below whether this Note is registered as to principal only or payable to bearer. DATE OF REGISTRATION IN WHOSE NAME REGISTERED MANNER OF REGISTRATION SIGNATURE OF REGISTRAR -9- 3/~ .._..,.,.-...-,.."....~... .~--~--.-.~-7~--.--..,.-.~._~~'~'''_...- -.-,......._-_......-~--....'"'---~_-.....-._-_..-._-.....~__..._-.,..,.r~_..----._---_.l'I'r--"_.-._-- SECTION 11. SECURITY OF NOTES; NOTES NOT DEBT OF DISTRICT. The payment of the principal of and interest on the notes shall be secured forthwith, equally and ratably, 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 Pledged Funds. The notes shall not constitute general obli- gations of the District and the holders thereof shall never have the right to require or compel the exercise of the power of the District to levy ad valorem taxes for the payment of the prin- cipal of and interest on the notes. The District does hereby irrevocably pledge such funds to the payment of the principal of and interest on the notes and to the payment into the Sinking Fund, at the times provided, of the sums required to secure to holders of the notes issued hereunder the payment of the prin- cipal of and interest thereon at their maturity. SECTION 12. APPLICATION OF PROCEEDS. The money received from the delivery of the notes shall be deposited and applied as follows: A. Accrued interest on the notes and, at the option of the District, interest to accrue on the notes up to one year from the date of delivery thereof, shall be deposited into the Sinking Fund created and established by the Bond Resolution. 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 13 of the Bond Resolution. The holders of the notes shall have a lien upon all the . proceeds from the sale thereof until such proceeds have been applied as provided herein. SECTION 13. COVENANTS OF THE DISTRICT. 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 -10- 3/-3 _...on____-;:-_.___.,~' ___.__.__._ ~ on,' '. ~---'--~-~""'-'-~'-;l,--- ,...............-..------ _..........-- sum sufficient to pay, when due, the entire principal of the notes remaining unpaid, together with interest accrued and to accrue thereon, the District 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, the District shall apply such proceeds as follows: 1. There shall be transmitted to the paying agent the amount required 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 13 of the Bond Resolution. B. APPLICATION OF PRIOR COVENANTS. The covenants and pledges (to the extent that the same are not inconsistent) con- tained in the Bond Resolution shall be deemed to be for the bene- fit and protection of the notes and the holders thereof in like manner as applicable to the Bonds. A separate account in the Sinking Fund, created and established pursuant to the Bond Resolution, 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 maintained for the Bonds. C. SALE OF BONDS. The District 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 the same become due. SECTION 14. SUPPLEMENTAL RESOLUTIONS. The Board shall, from time to time and at any time, adopt such resolutions as shall not be inconsistent with the terms and conditions of this r e solu tion: A. To cure any ambiguity, defect or omission in this resolution. B. To secure, extend or renew to the holders of the -11- '?:;llf -"'-~'--'--r---'-.~--~" ....... ...~ ..,---"-'-.' '.. notes Ihe pledges made herein for the payment of the notes and the interest to accrue thereon. SECTION 15. MODIFICATION AND AMENDMENT. No material mod i f icat ion or amendment of th is resolu tion or of any resolu t ion amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in the aggregate principal amount of the notes then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such notes or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof, or affect the promise of the District to pay the prin- cipal of and interest on the notes as the same shall become due from special funds provided herein, or reduce the percentage of the holders of the notes required to consent to any material modification or amendment thereof, without the consent of the holder or holders of all such notes. SECTION 16. ADDITIONAL OBLIGATIONS. The District cove- nants 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. SECTION 17. ARBITRAGE. No use will be made of the pro- ceeds of the notes or the funds on deposit, from time to time, in the separate special account in the Sinking Fund created for the Bonds, established for the benefit of the holders of the notes, which, if reasonably expected on the date of issuance of the notes, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The District at all times while the notes and the interest thereon are outstanding, will comply with the requirements of Section 103(c) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. SECTION 18. DEFEASANCE. If, at any time, the District shall have paid, or shall have made provision for the payment of, -12- 376 -- .- -.",....--.,.,------,-----...--... ,- , . the p' _ipal of and interest on the notes, then, and in that event, the pledge of and lien upon the special funds pledged in this resolution in favor of the holders of the notes shall be no longer in effect. For purposes of the preceding sentence, depo- sit of sufficient cash and/or principal and interest on direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States (hereinafter called "Federal Securities") or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the holders of the notes, to make timely payment of the principal of and interest on the outstanding notes, shall be considered "provision for payment." SECTION 19. SEVERABILITY. If anyone or more of the covenants, agreements or provisions of this resolution should 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 separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this resolution or of the notes issued hereunder. SECTION 20. REPEALING CLAUSE. All resolutions or parts thereof of the Board in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 21. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -13- t? 1 {,-- ,_,,"'!.<U,,*,"';;<!!,,:~',:,l":;'~.. ;~~~'1r.-.T_-' ~~ Passed and adopted by the Board of County Commissioners of ~onroe County, Florida, at a regular meeting held on the 19th day of November, A.D. 1980, BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, the governing body of the Monroe County Municipal ' Servo DistriC~{ L rj-1 (Seal) -14- "377