Resolution 004-1993
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RESOLUTION NO. 004 -1993
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
AUTHORIZING THE CONSTRUCTION OF IMPROVEMENTS
TO THE CARD SOUND ROAD AND BRIDGE FACILITIES ~
IN MONROE COUNTY, FLORIDA; PROVIDING FOR THE ~
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ISSUANCE OF NOT EXCEEDING $5,000,000 CARD g ~
SOUND ROAD AND BRIDGE IMPROVEMENT REVENUE rr, C":> ~
BONDS, SERIES 1993, OF THE COUNTY TO FINANCE ci~ ~
THE COST THEREOF; PROVIDING FOR THE PAYMENT OF ~C":>:
SUCH BONDS FROM THE NET REVENUES AND OTHER ~~~
FUNDS DESCRIBED HEREIN; MAKING CERTAIN ~<~ ~
COVENANTS AND AGREEMENTS If' CONNECTION ,:);-1 ~
THEREWITH; AND PROVIDING AN EFFECTIVE DATE ..,; (;-{
BE IT RESOLVED BY
MONROE COUNTY, FLORIDA:
THE
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BOARD OF COUNTY COMMISSIONERS OF
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ARTICLE I
AUTHORITY, DEFINITIONS AND PINDINGS
SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This
Resolution is adopted pursuant to the provisions of Chapter 125,
Florida Statutes, Ordinance No. 056-1988 of the County, and other
applicable provisions of law.
SECTION 1.02 DEFINITIONS. Unless the context otherwise
requires, the terms defined in this Section 1.02 shall have the
meanings specified in this Section 1.02. Words importing
singular number shall include the plural number in each case and
vice versa, and words importing persons shall include firms and
corporations.
A, "Accountant" shall mean
public accountant or firm of certified
time employed by the Issuer under
Resolution to perform and carry out
Accountant by this Resolution.
the independent certified
public accountants at the
the provisions of this
the duties imposed on the
B. "Act" shall
Ordinance No. 056-1988
provisions of law.
C. "Additional parity Bonds" shall mean additional
obligations of the Issuer which have an equal lien on the Pledged
Funds and rank equally in all applicable respects with the Bonds
\ initially issued hereunder.
mean Chapter 125,
of the County, and
Florida Statutes,
other applicable
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D. "Amortization Installment" with respect to any
Current Interest Paying Bonds of a series, shall mean an amount
so designated which is established for the CUrrent Interest
Paying Term Bonds of such series, provided that (1) each such
installment shall be deemed to be due on such interest or
principal maturity date of each applicable year as is fixed by
subsequent resolution of the Board, and (2) the aggregate of such
installments for such series shall equal the aggregate principal
amount of Current Interest Paying Term Bonds of such series
authenticated and delivered on original issuance; and with
respect to any Term Bonds of a series issued as Capital
Appreciation Bonds, shall mean the Compounded Amounts so
designated by subsequent resolution of the Board, provided that
each such installment shall be deemed to be due on such date of
each applicable year as is fixed by subsdquent resolution of the
Board.
E. "Authorized Investments" shall mean any of the
following if and to the extent the same are at the time legal for
investment of county funds:
)
(1) Government Obligations which are held in a custody
or trust account by a bank or savings and loan association which
is either (a) a "qualified public depository" under the laws of
the state of Florida or (b) has capital, surplus and undivided
profits of not less than $50,000,000, and which is a member of
the Federal Deposit Insurance Corporation ("FDIC");
(2) bonds, debentures, notes, participation
certificates or other evidences of indebtedness issued, or the
principal of and interest on which are unconditionally
guaranteed, by the Federal Home Loan Bank System, the Export-
Import Bank of the United states, the Federal Financing Bank, the
Government National Mortgage Association, the Farmers Home
Administration, the Federal Housing Administration or the
Maritime Administration;
(3) time and demand deposits
savings and loan association which is
"qualified public depository" under
Florida;
in any commercial bank or
a member of FDIC and is a
the laws of the state of
(4) repurchase agreements fully and continuously
secured by Government Obligations, with any bank, trust company,
national banking association or savings and loan association
which is a member of FDIC and is a "qualified public depository"
under the laws of the state of Florida; or with any registered
government bond broker/dealer which is subject to the
jurisdiction of the Securities Investors' Protection Corporation;
provided, (a) such Government Obligations are held by the Issuer
\ or a third party which is (i) a Federal Reserve Bank, ,or (ii) a
bank or savipgs and loan association which is a member of FDIC
and is a "q1.lalified public depository" under the laws of the
state of Florida, or (iii) a bank or savings and loan association
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approved in writing for such purpose by the municipal bond
insurer, if applicable; and the Issuer shall have received
written confirmation from the third party that it holds such
Government Obligations; and (b) a perfected first security
interest in or title to such Government Obligations is created or
obtained for the benefit of the Issuer;
(5) shares in a money market fund, the investments of
which are exclusively in Government Obligations;
(6) any other agreements for the investment of money
between the Issuer and a bank, trust company, national banking
association or corporation subject to registration with the Board
of Governors of the Federal Reserve Syste~under the Bank Holding
Company Act of 1956 or the Federal National Mortgage Association,
or any corporation, including insurance companies, (a) whose
unsecured obligations or uncollateralized long term debt
obligations have been assigned ratings by Standard & Poor's
Corporation, New York, New York ("S&P"), and Moody's Investors
Service, New York, New York ("MOody's"), which are equal to or
higher thanl the ratings initially assigned by S&P and Moody's to
the Bonds, or (b) which has issued a letter of credit contract,
agreement or surety bond in support of debt obligations which
have been so rated; or
(7) any other investments authorized or permitted from
time to time by Section 125.31, Florida Statutes, or any other
law of the State of Florida controlling the investment of surplus
public funds of a county.
F. "Board" shall
Commissioners of the Issuer.
mean
the
Board
of
County
G. "Bond Insurance policy" shall mean the municipal
bond new issue insurance policy issued by the applicable Bond
Insurer guaranteeing the timely payment of principal of and
interest on a series of Bonds, when due.
H. "Bond Insurer" shall mean, with respect to the
Bonds originally issued hereunder, the municipal bond insurance
company, if any, guaranteeing the timely payment of principal of
and interest on the Bonds.
I. "Bond Registrar" shall mean the officer of the
Issuer or such bank or trust company, located within or without
the State of Florida, who or which shall maintain the
registration books of the Issuer and be responsible for the
transfer and exchange of the Bonds, and who or which also may be
the paying agent for the Bonds and interest thereon.
J. "Bond Year" shall mean the one year period ending
on a princi~l maturity date or Amortization Installment due date
for the Bonds.
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K. "Bonds" shall mean the Card Sound Road and Bridge
Improvement Revenue Bonds, Series 1992, herein authorized to be
issued, together with any Additional parity Bonds hereafter
issued under the terms, conditions and limitations contained
herein.
L. "Capital Appreciation Bonds" shall mean Bonds, the
interest on which (1) shall be compounded periodically, (2) shall
be payable at maturity or redemption prior to maturity and (3)
shall be determined by reference to the Compounded Amounts.
M. "Card Sound Bridge" shall mean the bridge now
owned, operated and maintained by the Issuer which crosses the
Card Sound in northern Monroe County, Florida, and connects
Monroe county Road 905A with u.S. Ol~ Dixie Highway on the
Florida peninsular mainland in southern Dade County, Florida.
N. "Card Sound Bridge Approach Road" or "Card Sound
Road" shall mean the approach road on the northern and southern
side of, and leading to, the Card Sound Bridge, all as more
particularly described in Ordinance No. 034-1989 of the Issuer.
I
o. "Code" shall mean the Internal Revenue Code of
1986, as amended, 'together with the valid and applicable
regulations and proposed and temporary regulations thereunder,
and, if applicable, under the Internal Revenue Code of 1954, as
amended; and any successor provisions.
P. "Compounded Amounts" with respect to any Capital
Appreciation Bonds, shall mean the amounts so designated in a
subsequent resolution of the Board, representing principal and
interest accrued on such Capital Appreciation Bonds.
Q. "Consulting Engineers" shall mean one or more
qualified and recognized consulting engineers or firm of
consulting engineers having favorable repute, s~ill and
experience with respect to (1) the planning and operation of road
and bridge facilities and/or (2) traffic studies and toll revenue
projections, as applicable, who shall be retained from time to
time by the Issuer.
R. "Cost of Operation and Maintenance" of the
Facilities shall mean the current expenses, paid or accrued, of
operation and maintenance of the Facilities as calculated in
accordance with generally accepted accounting principles, but
shall not include expenses not annually recurring, such as any
reserve for renewals and replacements, repairs or extraordinary
conditions, any allowance for depreciation or amortization, any
Debt Service Requirement, or any payments in lieu of taxes.
S. "CUrrent Interest paying
Bonds, the interest on which shall be
basis. "
Bonds" shall mean the
payable on a semiannual
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T. "Debt Service Requirement" for any Bond Year, as
applied to the Bonds, shall mean the sum of:
(1) The amount required to pay the interest becoming
due on the Current Interest paying Bonds during such Bond Year,
except to the extent that such interest shall have been provided
by payments into the Sinking Fund out of Bond proceeds for a
specified period of time.
(2) The aggregate amount required to pay the principal
becoming due on Current Interest Paying Bonds for such Bond Year.
For purposes of this definition: (a) the stated maturity date of
any Current Interest paying Term Bonds shall be disregarded and
the Amortization Installments applicable to such CUrrent Interest
paying Term Bonds in such Bond Year shall-be deemed to mature in
such Bond Year; and (b) the principal amount of any CUrrent
Interest paying Term Bonds having a single principal maturity and
no Amortization Installments therefor shall be calculated as if
the amount of such single maturity had been amortized over a term
of years and was payable in such payments of principal and
interest as1shall be set forth in a subsequent resolution of the
Board adopted prior to the delivery of any such Bonds.
(3) The aggregate amount required to pay the Compounded
Amounts due on any Capital Appreciation Bonds maturing in such
Bond Year. For purposes of this definition, the stated maturity
date of any Capital Appreciation Term Bonds shall be disregarded
and the Amortization Installments applicable to such Capital
Appreciation Term Bonds in such year shall be deemed to mature in
such year.
U. "Facilities" shall mean (1) the Card Sound Bridge
Approach Road, (2) the Card Sound Bridge, and (3) any and all
improvements and additions thereto hereafter constructed or
acquired by the Issuer.
V. "Federal Securities" shall mean, collecti~ely, (1)
Government Obligations; (2) bank certificates of deposit fully
secured as to principal and interest by the obligations described
in (1); (3) certificates evidencing ownership of portions of such
obligations described in (1) held by a bank or trust company as
custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and
independently against the obligor on the underlying obligations
if such underlying obligations are not available to satisfy any
claim against the custodian; or (4) municipal obligations that
have been advance refunded, are secured by an escrow within which
are held obligations described in (1) and have been rated in the
highest rating category by either S&P or Moody'.; none of which
described in (1), (2), (3) or (4) above ere subject to redemption
I prior to maturity at the option of the obligor.
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October
or such
to time
w. "Fiscal Year" shall mean the period conunencing on
1 of each year and ending on the succeeding September 30,
other annual period as may be prescribed by law from time
for the Issuer.
x. "Government Obligations" shall mean direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the united states of
America, including Interest Components of Resolution Funding
Corporation bonds issued by the Resolution Funding Corporation
under the authority of 12 U.S.C. S1441b or receipts, certificates
or other similar documents evidencing ownership of future
principal or interest payments due on such obligations.
.
Y. "Gross Revenues" or "Revenues" shall mean all
tolls, income, fees, rentals, earnings or other charges derived
by the Issuer from the operation of the Facilities; all state and
federal grants received with respect to the Facilities, after
completion of the Project (to the extent such inclusion is not
violative of any applicable state and federal laws and
regulations that pertain to such grants); and income from
investments of Revenues from time to time on deposit in the
Revenue Fund, operation and Maintenance Fund, Sinking Fund
(including the Bond Amortization Account and Reserve Account
therein), Renewal, Replacement and Improvement Fund and
Construction Fund, except to the extent such investment income is
required to be rebated to the united States Treasury.
z. "Holder of Bonds"
term shall mean any person who
any such Bond or Bonds.
or "Bondholders" or any similar
shall be the Registered Owner of
M. "Issuer" shall mean Monroe County, Florida.
BB. "Maximum Debt S~rvice Requirement" shall mean, as
of any particular date of calculation, the greatest amount of
aggregate annual Debt Service Requirements for all series of
outstanding Bonds for the then current or any future Bond Year.
CC. "Net Revenues"
Revenues or Gross Revenues
operation and Maintenance.
DO. "Non Ad valorem Revenues" means for purposes of the
test for the issuance of additional debt obligations, all of the
revenues of the Issuer derived from sources other than ad valorem
taxation, other than enterprise fund revenues, subject to any
prior liens or encumbrances on all or any specified portion
thereof, whether now existing or hereafter created. The term
"Non Ad Valorem Revenues" for purposes of the covenant to budget
and appropriate for payment of the Debt Service Requirement and
deficiencie. in the Reserve Account and/or the Business
Interruption Reserve Fund, shall mean all of the revenue. of the
Issuer derived from sources other than ad valorem taxation, other
of the
after
Facilities shall mean the
deduction of the Cost of
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than enterprise fund revenues, legally available to fund the Debt
Service Requirement and deficiencies in the Reserve Account
and/or the Business Interruption Reserve Fund, subject to any
prior liens or encumbrances on any portions thereof, whether now
existing or hereafter created.
EE. "pledged Funds" shall mean the Net Revenues.
FF. "project" shall mean the construction of
improvements to the Facilities, including raising the elevation
of the Card Sound Bridge Approach Road, all in accordance with
plans and specifications now on file or to be on file with the
Issuer.
GG. "Qualified Independent constlltant" shall mean one
or more qualified and recognized independent consultants, having
favorable repute, skill and experience with respect to the acts
and duties required of a Qualified Independent Consultant to be
provided to the Issuer, as shall from time to time be retained by
the Issuer to perform the acts and carry out the duties herein
provided for such consultants.
HH. "Record Date" shall mean the 15th day of the month
(whether or not a business day) immediately preceding any
interest payment date for the Bonds.
II. "Registered Owner" shall mean the owner of any Bond
or Bonds as shown on the registration books of the Issuer
maintained by the Bond Registrar.
JJ. "Reserve Account Requirement" shall mean the lesser
of (1) Maximum Debt Service Requirement, (2) 125% of the average
Debt Service Requirement, or (3) an amount equal to 10% of the
proceeds of the sale of the Bonds as set forth in Section
148(d)(2) of the Code.
KK. "Resolution" shall mean, collectively, this
resolution and all resolutions amendatory hereof or supplemental
hereto.
LL. "Serial Bonds" shall mean the Bonds which shall be
stated to mature in semiannual or annual installments.
MM. "Term Bonds" shall mean the Bonds which shall be
stated to mature on one date and which shall be subject to
mandatory redemption by operation of the Bond Amortization
Account, or otherwise designated as such by resolution of the
Board adopted prior to the delivery thereof.
SECTION 1.03 FINDINGS.
I determined and declared that:
It is hereby ascertained,
A. The Issuer now owns and operates the Pacilities and
derives Revenues therefrom,
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B. It is necessary and desirable to construct the
project, as provided herein, in order to further ensure the
availability of the Card Sound Bridge Approach Road and Card
sound Bridge as an evacuation route in the event of a natural
disaster, and thereby preserve and protect the public health,
safety and welfare of the inhabitants of the Issuer.
C. The Pledged Funds are not now pledged or encumbered
in any manner, and it is estimated that they will be sufficient
to pay all principal of and interest on the Bonds originally
issued hereunder, as the same become due, and to make all
required sinking fund, reserve or other payments required by this
Resolution.
.
D. The Issuer is authorized pursuant to the provisions
of the Act to enter into a covenant to budget and appropriate
from Non Ad Valorem Revenues, amounts necessary to pay the Debt
Service Requirement on the Bonds in the event that the Pledged
Funds are ever insufficient therefor, subject to the right of the
Issuer to be repaid, with interest, from available Pledged Funds
of the sums so budgeted and appropriated; and it is desirable and
in the best interests of the Issuer that it agree so to budget
and appropriate moneys to pay the Debt Service Requirement in the
event that the Pledged Funds should ever be insufficient to pay
the Debt Service Requirement on the Bonds.
E. The Bond proceeds, together with Issuer
contributions of approximately $6,250,000, representing funds
currently on deposit and available to fund project costs, are
estimated to be sufficient to fund the cost of construction of
the Project.
F. The principal of and interest on the Bonds and all
required sinking fund, reserve and other payments shall be
payable solely from the Pledg~d Funds. Neither the Issuer nor
the State of Florida or any. political subdivision thereof or
governmental authority or body therein shall ever be required to
levy ad valorem taxes to pay the principal of and interest on the
Bonds or to make any of the required sinking fund, reserve or
other payments required by this Resolution or the Bonds, and such
Bonds shall not constitute a lien upon any property owned by or
situated within the corporate territory of the Issuer, except as
provided herein with respect to the Pledged Funds.
G. On the date of delivery of the Bonds originally
issued hereunder, the Issuer expects to comply with the
applicable provisions of Section 5.06 of Resolution No. 206-1990,
as amended, of the Board regarding the issuance of additional
obligations of the Issuer secured by a covenant to budget and
appropriate certain legally available funds of the Issuer derived
\ from sources other than ad valorem taxation.
H. The Bonds will not be "private activity bonds" as
defined in Section 141 of the Code.
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does
than
face
I. The Issuer (and all subordinate entities thereof)
not reasonably expect to issue tax-exempt obligations (other
"private activity bonds") in excess of $10,000,000 aggregate
amount in the calendar year 1993.
SECl'ION 1.04 RESOLUTION TO CONSTITUTE CONTRACl'. In
consideration of the acceptance of the Bonds 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 constitute
a contract between the Issuer and such Bondholders. The
covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of
(a) the legal Holders of any and all of such Bonds, all of which
shall be of equal rank and without preference, priority or
distinction of any of the Bonds over any other thereof, except as
expressly provided therein and herein, and (b) the Bond Insurer
(if the outstanding Bonds are then covered by a Bond Insurance
policy) .
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ARTICLE II
AUTHORIZATION OF PROJECT AND OF ISSUAMCB
OF BONDS; DESCRIPTION,
DETAILS AND FORM OP BONDS
SECTION 2.01 AUTHORIZATION OF PROJECT. There is hereby
authorized the construction of the Project. The cost of such
Project, in addition to the items set forth in the plans and
specifications, may include, but need not be limited to, the
acquisition of any lands or interest therein or any other
properties deemed necessary or convenient-therefor; engineering,
legal and financing expenses; expenses for estimates of costs and
of revenues; expenses for plans, specifications and surveys; fees
of fiscal agents, financial advisors or consultants;
administrative expenses relating solely to the construction of
the project (including, but not limited to, construction program
management); premiums for municipal bond insurance policies; the
creation and establishment of reasonable reserves for debt
service; capitalized interest for a reasonable period after the
date of delivery of the Bonds; the discount on the sale of the
Bonds; and such other costs and expenses as may be necessary or
incidental to the financing authorized by this Resolution and the
construction of the Project and the placing of the same in
operation, including (with the approval of bond counsel to the
Issuer) reimbursement for money advanced for the cost of the
Project from other funds of the Issuer.
SECTION 2.02 AUTHORIZATION OF BONDS. Subj ect and
pursuant to the provisions of this Resolution, obligations of the
Issuer to be known as "Card Sound Road and Bridge Improvement
Revenue Bonds, Series 1993," are hereby authorized to be issued
in the aggregate principal amount of not exceeding $5,000,000.
SECTION 2.03 DESCRIPTION OF BONDS. The Bonds. shall be
dated, shall be issued in such denominations, shall bear interest
at not exceeding the maximum rate authorized by applicable law,
payable at such times, shall contain such other series
designations if the Bonds are issued in installments and shall
mature on such dates and in such years and in such amounts; all
as shall be fixed by subsequent resolution or resolutions of the
Board adopted at or prior to the sale of the applicable series of
the Bonds.
The Bonds shall be issued in fully registered form
without coupons; shall be issued as CUrrent Interest paying Bonds
or as Capital Appreciation Bonds, and as Serial Bonds or Term
\ Bonds, or a combination thereof; shall be payable with respect to
both princieal and interest at such bank or banks to be
determined b~ the Issuer prior to the delivery of the Bonds;
shall be payable in lawful money of the United States of America;
and shall bear interest from their date or dates, payable by mail
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to the Registered Owners at their addresses as they appear on the
registration books. If Term Bonds are issued, Amortization
Installments therefor may be fixed in the subsequent resolution
described above. If Capital Appreciation Bonds are issued,
Compounded Amounts therefor shall also be fixed in the subsequent
resolution described above.
All agreements between the Issuer and the paying agent
for the Bonds shall incorporate applicable provisions from the
commitment for the Bond Insurance policy. The Issuer shall
provide the Bond Insurer notice of the resignation or removal of
the paying agent and the appointment of any successor thereto.
Notwithstanding any other provisions of this Section
2.03, the Issuer may, at its option,. prior to the date of
issuance of any Bonds, elect to use an immobilization system or
pure book-entry system with respect to issuance of the Bonds,
provided adequate records will be kept with respect to the
ownership of Bonds issued in book-entry form or the beneficial
ownership of Bonds issued in the name of a nominee. Under such
circumstances the Issuer is authorized to execute and deliver any
letters of 'representation or completed eligibility questionnaires
necessary to qualify for the book-entry program with The
Depository Trust company, New York, New York, or any other
recognized securities depositories, As long as any Bonds are
outstanding in book-entry form, the provisions of Sections 2.04,
2.07 and 2.08 of this Resolution may not be applicable to such
book-entry Bonds; and the provisions of this Section 2.03 may be
modified as set forth in the resolution described in the
succeeding sentence. The details of any alternative system of
Bonds issuance, as described in this paragraph, shall be set
forth in a resolution of the Board duly adopted at or prior to
the sale of any of the Bonds.
SECTION 2.04 EXECUTION OF BONDS. The Bonds shall be
executed in the name of the Issuer by the Mayor of the Board and
countersigned and attested by the Clerk of the Board, either
manually or with their facsimile signatures, and its corporate
seal or a facsimile thereof shall be affixed thereto or
reproduced thereon. The Certificate of Authentication of the
Bond Registrar shall appear on the Bonds, and no Bond 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 such Bond. The authorized
signature for the Bond Registrar shall be either manual or in
facsimile; provided, however, that at least one of the above
signatures,' including that of the authorized signature for the
Bond Registrar, appearing on the Bonds, shall at all times be a
manual signature. In case anyone or more of the officers who
shall have signed or sealed any of the Bonds shall cease to be
such officer of the Issuer before the Bonds so signed and sealed
shall have been actually sold and delivered, such Bonds may
nevertheles~be sold and delivered as provided in this Resolution
and may be issued as if the person who signed or sealed such
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Bonds had not ceased to hold such office, Any Bonds may be
signed and sealed on behalf of the Issuer by such person as at
the actual time of the execution of such Bonds shall hold the
proper office, although at the date of such Bonds such person may
not have held such office or may not have been so authorized.
If the Bonds are validated by the Circuit Court for
Monroe county, Florida, a certification as to validation, in the
form provided in Section 2.10 below, shall be executed with the
facsimile signature of any present or future Mayor of the Issuer.
SECTION 2.05 NEGOTIABILITY. The Bonds shall be and
have all the qualities and incidents of negotiable instruments
under the Uniform Commercial Code - Investment Securities Laws of
the state of Florida, and each success~e Holder, in accepting
any of the Bonds, shall be conclusively deemed to have agreed
that such Bonds shall be and have all of the qualities and
incidents of negotiable instruments under the laws of the State
of Florida.
S~ION 2.06 REGISTRATION. The Issuer shall, prior to
the proposed date of delivery of the Bonds, by resolution of the
Board designate the Bond Registrar and, if applicable, paying
agent. The Bond Registrar shall be responsible for maintaining
the books for the registration of and for the transfer of the
Bonds and, if a bank is so designated, in compliance with a
written agreement to be executed between the Issuer and such bank
as Bond Registrar on or prior to the delivery date of the Bonds.
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond, duly endorsed for transfer or accompanied
by an assignment or written authorization for exchange, ~hichever
is applicable, duly executed by the Registered Owner or his
attorney duly authorized in writing, the Bond Registrar shall
deliver in the name of the Registered OWner or the transferee or
transferees, as the case may be, a new fully registered Bond or
Bonds of authorized denominations and of the same maturity and
interest rate and for the aggregate principal amount which the
Registered Owner is entitled to receive; provided, however, that
Current Interest paying Bonds may only be exchanged for new
Current Interest paying Bonds and Capital Appreciation Bonds may
only be exchanged for new Capital Appreciation Bonds.
All Bonds presented for transfer, exchange, redemption
or payment (if so required. by the Issuer or the Bond 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 Bond Registrar,
duly executed by the Registered OWner or by his duly ~uthorized
attorney.
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The Bond Registrar
from the Registered Owner or
cover any tax, fee or other
imposed in connection with any
Such charges and expenses shall
be delivered.
or the Issuer may require payment
transferee of a sum sufficient to
governmental charge that may be
exchange or transfer of the Bonds.
be paid before any new Bond shall
Interest on the Bonds shall be paid to the Registered
Owners whose names appear on the books of the Bond Registrar as
of 5:00 p.m. (eastern time) on the Record Date.
New Bonds delivered
be valid obligations of the
the Bonds surrendered, shall
shall be entitled to all of
the same extent as the Bonds
upon any transfer or exchange shall
Issuer, evidencing the same debt as
be secured ~y this Resolution, and
the security and benefits hereof to
surrendered.
The Issuer and the Bond Registrar may treat the
Registered Owner of any Bond as the absolute owner thereof for
all purposes, whether or not such Bond shall be overdue, and
shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this Section
2.06, the Issuer reserves the right, on or prior to the delivery
of the Bonds, to amend or modify the foregoing provisions
relating to registration of the Bonds in order to comply with all
applicable laws, rules and regulations of the United States or
the State of Florida relating thereto, including, particularly,
any provision of such laws, rules and regulations as shall permit
the use of unregistered instruments and coupons. The provisions
of such instruments and coupons, if applicable, shall be set
forth in a subsequent resolution of the Board.
SECTION 2.07 DISPOSITION OP BONDS PAID OR REPLACED.
whenever any Bond shall be d~livered to the Bond Registrar for
cancellation, upon payment of the principal amount thereof, or
for replacement, transfer or exchange, such Bond shall, after
cancellation, either be retained by the Bond Registrar for a
period of time specified in writing by the Issuer, or at the
option of the Issuer, shall be destroyed by the Bond Registrar as
authorized by law, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished to the
Issuer.
SECTION 2.08 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the Issuer, acting through the Bond Registrar,
may in its discretion issue and deliver a new Bond of like tenor
as the Bond so mutilated, destroyed, stolen, or lost, in exchange
and substitution for such mutilated Bond, upon surrender and
\ cancellation of such mutilated Bond or in lieu of and
substitutio~ for the Bond destroyed, stolen or lost, and upon the
Registered OWner furnishing satisfactory proof of his ownership
and the loss thereof (if lost, stolen or destroyed) and indemnity
13
3Z.7/MOH.tOOl/AAO
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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 or the Bond
Registrar) such taxes, governmental charges, attorneys fees,
printing costs and other expenses as the Issuer and/or the Bond
Registrar may charge and/or incur. All Bonds so surrendered
shall be cancelled by the Bond Registrar. If any such Bond shall
have matured or will mature within 45 days, instead of issuing a
substitute Bond, the Issuer may pay the same, upon being
indemnified as aforesaid, and if such Bond be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section
2.08 shall constitute original contractual obligations on the
part of the Issuer, whether or not the l08t, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds
shall be entitled to equal and proportionate benefits and rights
as to lien, source and security for payment, pursuant to this
Resolution from the funds, as hereinafter pledged, to the same
extent as all other Bonds issued under this Resolution.
SECTION 2.09 PROVISIONS FOR RBDBMPTION AND MANDATORY
TENDER FOR PURCHASE. The Bonds or any portions thereof shall be
subject to mandatory and/or optional redemption or tender for
purchase prior to their respective stated dates of maturity, at
such times and in such manner as shall be determined by
subsequent resolution of the Board adopted on or prior to the
sale thereof. To the extent permitted by law, the Issuer may, at
its option, assign the power to exercise its optional redemption
or mandatory tender for purchase rights (the "Call Options") with
respect to any Bonds, to third parties without the consent of any
Registered Owner, under the terms and conditions as may be
specified in the resolution described above; provided, however,
that the Issuer shall not be liable for the failure of the
purchaser of a Call Option to pay the redemption or purchase
price of the Bonds that such purchaser has caused to be.redeemed
or purchased.
Notice of such redemption or mandatory tender for
purchase (the "Notice of Redemption or Purchase") shall, at least
30 days, but not more than 60 days, prior to the redemption
and/or tender date, be filed with the Bond Registrar and paying
agent and be mailed, postage prepaid, by the Bond Registrar to
the Bond Insurer and all Registered Owners of Bonds to be
redeemed and/or tendered for purchase at their addresses as they
appear of record on the books of the Bond Registrar; provided,
however, that failure to mail such notice to a Registered Owner
shall not render ineffective any proceedings for redemption
and/or mandatory tender for purchase with respect to Bonds held
by Registered OWners to whom notice was properly mailed.
Interest shall cease to accrue on any Bond duly called for prior
redemption and/or tendered for purchase on the redemption and/or
tender date/fif payment thereof has been duly provided. The
14
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privilege of transfer or exchange of any of the Bonds selected
for redemption and/or mandatory tender for purchase shall be
suspended.
Furthermore, at least 2 business days in advance of
mailing the Notice of Redemption or Purchase as specified above,
the Bond Registrar shall send such Notice of Redemption or
Purchase by certified mail, overnight mail/delivery service or
telecopy to the securities depositories then in the business of
holding substantial amounts of obligations of the type comprising
the Bonds (such depositories currently The Depository Trust
Company, New York, New York; Midwest Securities Trust Company,
Chicago, Illinois; Pacific Securities Depository Trust Company,
San Francisco, California; and Philadelphia Depository Trust
Company, Philadelphia, Pennsylvania); and .at least 30 days prior
to the redemption and/or tender date, mail such Notice of
Redemption or Purchase to one or more national information
services which disseminate notices of redemption of obligations
such as the Bonds; provided, however, that failure to distribute
such Notice of Redemption or Purchase to such depositories and
national information services shall not render ineffective any
calling of Bonds for prior redemption and/or mandatory tender of
Bonds for purchase.
Each Notice of Redemption or Purchase shall state the
date of dissemination of such notice; the date of issue of the
Bonds; the redemption and/or tender date; the redemption and/or
purchase price; the place or places of redemption and/or tender
(including the name and appropriate address or addresses of the
paying agent); the dates of maturity and interest rates borne by
the Bonds to be redeemed and/or purchased; the CUSIP number (if
any) of the maturity or maturities to be redeemed and/or
purchased; and, if less than all of any such maturity, the
distinctive certificate numbers of the Bonds of such maturity to
be redeemed and/or purchased, and, in the case of Bonds to be
redeemed and/or purchased in part only, the respective portions
of the principal amount thereof to be redeemed and/or purchased.
Each such notice shall also state that on such date there will
become due and payable on each of such Bonds, the redemption
and/or purchase price thereof, or of such specified portion of
the principal amount thereof in the case of a Bond to be redeemed
in part only, together with interest accrued thereon to the
redemption and/or tender date; and that from and after such
redemption and/or tender date, interest thereon shall cease to
accrue, and shall require that such Bonds be then surrendered at
the address or addresses of the paying agent specified in the
notice. Failure to include in such notice all of the information
specified in this paragraph, shall not render ineffective any
proceedings for the redemption and/or mandatory tender for
purchase of Bonds.
At
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I
---------- . --,
SEcrION 2.10 FORM OF. BONDS. The text of the Bonds,
together with the Certificate of Authentication of the Bond
Registrar, shall be substantially of the following tenor, with
such omissions, insertions and variations as may be necessary or
desirable and authorized or permitted by this Resolution or any
subsequent resolution adopted prior to the issuance thereof; or
as may be necessary if the Bonds or a portion thereof are issued
as Capital Appreciation Bonds or bear a variable rate of
interest; or as may be necessary to comply with applicable laws,
rules and regulations of the United states Government and the
state of Florida in effect upon the issuance thereof:
.
~
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--d
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CUSIP:
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY
CARD SOUND ROAD AND BRIDGE IMPROVEMENT
REVENUE BOND, SERIES 1993
RATE OF INTEREST
MATURITY DATE
DATE OF ORIGINAL ISSUE
REGISTERED OWNER:
PRINCIPAL SUM:
.
KNOW ALL MEN BY THESE PRESENTS, that Monroe County,
Florida (the "County"), for value received hereby promises to pay
to the Registered Owner designated above, or registered assigns,
solely from the special funds hereinafter mentioned, on the
Maturity Date specified above, the Principal Sum shown above,
upon the presentation and surrender hereof at the corporate trust
office of ,
as Paying Agent and Bond Registrar (collectively, the "Bond
Registrar"), and to pay solely from such special funds interest
hereon from the date of this bond or from the most recent
interest payment date to which interest has been paid, whichever
is applicable, until payment of such sum, at the rate per annum
set forth above, payable on , and
semiannually thereafter on 1 and 1 in
each year (or if any such date is not a business day, then on the
next business day thereafter), by check or draft mailed to the
Registered Owner at his address as it appears at 5:00 P.M.
(eastern time) on the fifteenth day of the month (whether or not
a business day) preceding the, applicable interest payment date,
on the registration books of the County kept by ,the Bond
Registrar. The principal of, premium, if any, and interest on
this Bond are payable in lawful money of the United States of
America.
This bond is one of an authorized issue of bonds issued
to finance the cost of construction of improvements to the Card
Sound Bridge facilities (the "Facilities") located in the County,
under the authority of and in full compliance with the
Constitution and Statutes. of the State of Florida, including
particularly Chapter 125, Florida Statutes, Ordinance No. 056-
1988 of the County, and other applicable provisions of law, and a
resolution duly adopted by the Board of County Commissioners of
the County on , 1993, as [amended and] supplemented
(collectively, the "ReSOlution"), and is subject to all the terms
\ and conditions of such Resolution.
'.
17
3247/HON59001/AAO
. ...---:----..-~~,-,-.-~_"',.,.,.,:"."...,,".,,"'....,:.~,'...._.",._..,,"'..,.w,.-...___..~,._.'.
L
...
I .
~
This bond and the interest hereon are payable from and
secured by a prior lien upon and pledge of the net revenues,
derived by the Issuer from the operation of the Facilities, and
certain investment income (collectively, the "pledged Funds");
all in the manner provided in the Resolution.
It is expressly agreed by the Registered Owner of this
bond that such Registered Owner shall never have the right to
require or compel the levy of ad valorem taxes for the payment of
the principal of and interest on this bond or for the making of
any sinking fund or other payment specified in the Resolution.
This bond and the indebtedness evidenced thereby shall not
constitute an indebtedness of the County within the meaning of
any constitutional or statutory provision or limitation, or a
lien upon any other property of or in- the county, but shall
constitute a lien only upon the Pledged Funds in the manner
provided in the Resolution,
(To be inserted where appropriate on face of bond:
"REFERENCE ~S HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
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 bond may be transferred only upon the books of the
County kept by the Bond Registrar upon surrender thereof at the
principal office of the Bond Registrar with an assignment duly
executed by the Registered Owner or his duly authorized attorney,
but only in the manner, subject to the limitations and upon
payment (in advance) 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 Resolution. Upon any
such transfer, there shall be executed in the name of the
transferee, and the Bond Registrar shall deliver, a new
registered bond or bonds of authorized denominations and in the
same aggregate principal amount, series, maturity and interest
rate as this bond.
In like manner, subject to such conditions and upon the
payment (in advance) 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 Registered OWner of any bond or bonds
may surrender the same (together with a written instrument of
transfer satisfactory to the Bond Registrar duly executed by the
Registered Owner or his duly authorized attorney) in exchange for
an equal aggregate principal amount of fully registered bonds in
authorized denominations and of the same series, maturity and
interest rate as this bond.
I
It is hereby certified and recited that lall acts,
conditions aid things required to exist, to bappen'and to be
perfo~d precedent to and in the issuance of this bond exist,
have happened and have been performed in regular and due form and
18
3247/MONse001/AAO
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time as required by the statutes and Constitution of the state of
Florida applicable thereto; and that the issuance of this bond
and of the issue of bonds of which this bond is one, does not
violate any constitutional or statutory limitation.
(Insert redemption and/or mandatory tender for purchase
provisions) .
Notice of such redemption [and mandatory tender for
purchase] shall be given in the manner and to the extent required
by the Resolution.
This bond is and has all the qualities and incidents of
a negotiable instrument under the Uni~orm Commercial Code-
Investment Securities Laws of the state of Florida.
This bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Resolution until the certificate of authentication hereon shall
have been executed by the Bond Registrar.
IN WITNESS WHEREOF, Monroe County, Florida, has issued
this bond 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 the first day of
, 1993.
MONROE COUNTY, FLORIDA
(SEAL)
Mayor, Board of County
Convnissioners
ATTESTED AND COUNTERSIGNED:
Clerk, Board of county
Commissioners
~
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aa.7/NOH.IOOl/AAO
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BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds of the issue described in
the Resolution.
As Bond Registrar
By:
Authorized Signature
Date of Authentication:
.
VALIDATION CERTIFICATE
This bond is one of a series
validated and confirmed by judgment of
Monroe County, Florida, rendered on
of bonds which were
the Circuit Court for
, 19
Mayor, Board of County
Commissioners, Monroe County,
Florida
The following abbreviations, when used in the
inscription on the face of the'within bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in UNIF GIF/TRANS MIN ACT-
common (Cust. )
TEN ENT - as tenants by the Custodian for
entireties (Minor)
JT TEN - as joint tenants with under Uniform Gifts/Transfers
right of survivorship to Minors Act of
and not as tenants in (state)
common
Additional abbreviations may also be used though not in
list above.
...
20
3247/MON5g001/AAO
~-'"-"''''''----'-''''''''--,,.,,--,,,,.,.....--..-,..,....,,.~,----...,,,...,.,.....~
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'"-----
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 bond and does hereby irrevocably
appoint
to transfer the bond on the books kept
with full power of substitution in the
constitute and
as his agent
for registration thereof,
premises.
Dated:
.
Signature guaranteed:
NOTICE: The signature to this
assignment must correspond
with the name of the
Registered Owner as it appears
upon the face of the within
bond in every particular,
without alteration or
enlargement or change
whatever.
(Bank, Trust Company or Firm)
(Authorized Officer)
~
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3247/NON5t.Dl/AA.
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ARTICLE III
APPLICATION OF BOND PROC-'....,
SECTION 3.01
proceeds, including
received from the sale
applied by the Issuer
purchaser thereof, as
APPLICATIONOP 80RD PRC) D.v$. The
accrued interest and premium, if any,
of any or all of the Bonds, shall be
simultaneously with their delivery to the
follows:
A. Accrued
shall be deposited in
be used only for the
the Bonds.
interest and capitalized interest, if any,
the Sinking Fund, herein created, and shall
purpose of paying interest becoming due on
.
B. A sum which, together
funds of the Issuer deposited in
created, on the date of delivery
Reserve Account Requirement, shall
Account.
with other legally available
the Reserve Account, herein
of the Bonds, will equal the
be deposited into the Reserve
C. To the extent not paid or reimbursed therefor by
the original purchaser of the Bonds, the Issuer shall pay all
costs and expenses in connection with the preparation, issuance
and sale of the Bonds, including the premiums for the Bond
Insurance policy and bond reserve insurance, if applicable.
D. The remaining proceeds derived from the sale of the
Bonds, plus any legally available funds contributed by the Issuer
for the payment of Project costs and any funds received by the
Issuer from any agency or instrumentality of the United States
(collectively, the "Additional Project FundS") shall be deposited
as received in the Construction Fund, herein created. The
Construction Fund shall be continuously secured in the same
manner as county deposits are authorized to be secur~d by the
laws of the State of Florida. The money therein, to the extent
not required to be rebated to the United states Treasury, shall
be used only for the payment of the cost of the Project, but,
pending such application, may be invested as provided in Section
4.03J hereof. The Issuer shall maintain appropriate accounting
records or entries sufficient to trace the Additional Project
Funds and any investment thereof. Any funds remaining in the
Construction Fund after completion of the Project, not required
to pay costs of the Project or to be rebated to the United States
Treasury, shall, to the extent permitted by law, be deposited
into the Sinking Fund and be used for the open market purchase or
redemption of Bonds.
E. All such money disbursed in accordance with this
Section 3.01 shall be and constitute trust funds for such
purposes and, to the extent not required to be rebated to the
united stat~ Treasury, there is hereby cre.ted a lien in favor
of the Holders of the Bonds upon such money until 80 applied.
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3Z47/MON5.001/AAO
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ARTICLE IV
SECURITY FOR BONDS; CREATION OF FUNDS AND
ACCOUNTS; APPLICATION OJ!' REVENUES
SECTION 4.01 SECURITY FOR BONDS.
secured as follows:
The Bonds shall be
A. PLEDGED FUNDS. Neither the Bonds 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 from and secured by
a lien upon and a pledge of the Pledged Funds as provided below.
No Holder or Holders of any Bonds iss~d hereunder shall ever
have the right to require or compel the 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 Pledged Funds in the manner provided
herein. Until payment has been provided as herein permitted, the
payment of the principal of and interest on the Bonds, and all
other payments required by this Resolution, shall be secured
forthwith equally and ratably by an irrevocable prior lien on the
Pledged Funds, and the Issuer does hereby irrevocably pledge and
grant a prior lien upon the same for such purposes.
B. NON AD VALOREM REVENUES. The Issuer covenants with
the Registered Owners of the Bonds that it will budget and
appropriate in each Fiscal Year, from Non Ad Valorem Revenues, to
the extent the Pledged Funds are insufficient therefor,
sufficient money to pay the Debt Service Requirement on the
Bonds, and to make any deposit into the Reserve Account as
required by Section 4.03F below. This covenant shall not be
deemed a pledge of or creation of a lien upon all, or any
particular source, of the Non Ad Valorem Revenues, and the Issuer
shall be entitled to issue obligations from time to time secured
by a lien upon and pledge of all, or any source of, the Non Ad
Valorem Revenues; provided, however, that the Issuer shall not
encumber its Non Ad Valorem Revenues to the extent that the
Issuer shall be unable to make the payments, if any, required to
be made hereunder form such Non Ad Valorem Revenues.
SECTION ".02 CREATION OJ!' FUNDS AND ACCOUNTS. The
following Funds and Accounts are hereby created and established:
the Revenue Fund, the Operation and Maintenance Fund, the Sinking
Fund (including the Reserve Account and the Bond Amortization
Account therein), the Renewal, Replacement and Improvement Fund,
the Construction Fund, the Business Interruption Reserve Fund and
the Enterprise Reserve Fund.
..
23
3Z47/MONSg001/AAO
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A. TRUST FUNDS. The Funds and Accounts created and
established above and any other special funds and accounts
created and established by this Resolution shall constitute trust
funds for the purposes provided herein for such funds and
accounts, and shall be kept separate and distinct from all other
funds of the Issuer and used only for the purposes and in the
manner provided by this Resolution. All such Funds and Accounts
shall be continuously secured in the same manner as county
deposits are authorized to be secured by the laws of the state of
Florida.
B. GOVERNMENT ACCOUNTING EFFECT. The cash required to
be accounted for in each of the Funds and Accounts established
herein may be deposited in a single bank account, provided that
.
adequate accounting records are maintained to reflect and control
the restricted allocation of the cash on deposit therein for the
various purposes of such Funds and Accounts. The designation and
establishment of the various Funds and Accounts 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 Pledged Funds
for certain purposes and to establish certain priorities for
application of such Pledged Funds as specified by this
Resolution.
SECTION 4.03 APPLICATION OF RBVENUBS. For as long as
any of the principal of and interest on any of the Bonds shall be
outstanding and unpaid, or until payment has been provided for as
permitted by this Resolution, or until there shall have been set
apart in the Sinking Fund (including the Bond Amortization
Account and the Reserve Account therein), a sum sufficient to pay
when due the entire principal of the Bonds remaining unpaid,
together with interest accrued or to accrue thereon, the Issuer
covenants with the Holders of ~ny and all Bonds as follows:
A. REVENUE FUND. The Revenues shall be deposited, as
received, in the Revenue Fund and shall be disposed of on or
before the 25th day of each month, commencing in the month
immediately following the delivery of the Bonds, only in the
following manner and in the following order of priority;
provided, however, that disposition of any state and federal
grants comprising a portion of the Revenues shall not be in
violation of any applicable state and federal laws and
regulations that pertain to such grants.
B. OPERATION AND MAINTENANCE FUND. Revenues shall
first be deposited into the Operation and Maintenance Fund in an
amount sufficient to pay 1/12th of the annual amount contained in
the duly adopted operational budget for the Facilities, as
\ described in Section 5.01 hereof, plus any additional amounts as
may be requi~ed for operation and maintenance expenditure.
24
3247/MONSI001/AAQ
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C. SINKING FUND. Revenues shall next be applied and
allocated to the Sinking Fund in such sums as will be sufficient
to pay 1/6th of all interest becoming due on the CUrrent Interest
Paying Bonds on the next semiannual interest payment date
therefor, plus the amount of any prior deficiencies (if Bonds
with a variable rate of interest are outstanding, the Issuer
shall deposit in lieu of the 1/6th interest deposit described
above, the interest actually accruing on such Bonds for such
month, assuming the interest rate thereon on the first day of
such month will continue through the end of such month, plus any
deficiencies in interest deposits for the preceding month); 1/6th
or 1/12th, as the case may be, of all principal maturing on the
CUrrent Interest paying Serial Bonds on the next maturity date,
plus the amount of any prior deficiencies; and 1/6th or 1/12th,
as the case may be, of the Compounded Amount next becoming due on
any Capital Appreciation Serial Bonds whether by reason of
maturity or earlier redemption thereof; plus the amount of any
prior deficiencies; and an amount sufficient to pay the fees and
charges of the Bond Registrar and paying agents. In the event
the first interest payment date or first principal maturity date
shall occur,either more or less than 6 months or 12 months, as
the case may be, after the delivery of any of the Bonds, then the
payments required above shall be adjusted accordingly to provide
for the payment of such principal and interest.
D. BOND AMORTIZATION ACCOUNT. On a parity with the
payments required by Section 4,03C above, Revenues shall
simultaneously be applied and allocated to the Bond Amortization
Account, to the extent required, in such sums as will be equal to
1/12th of the Amortization Installment required to be made on the
next annual payment date for Term Bonds, plus the amount of any
prior deficiencies. Such allocations shall be credited to a
separate special account for each series of Term Bonds
outstanding, and if there shall be more than one stated maturity
for Term Bonds of a series, then into a separate special account
in the Bond Amortization Account for each such separate maturity
of Term Bonds.
Upon the sale of any Term Bonds, the Issuer shall, by
resolution of the Board, establish the amounts and maturities of
such Amortization Installments, and if there shall be more than
one maturity of Term Bonds, the Amortization Installments for the
Term Bonds of each maturity.
Credit shall be allowed against the total interest,
Amortization Installment and principal due on the next interest
and principal payment dates, respectively, for any other funds on
hand and available for such purposes in the Sinking Fund and Bond
Amortization Account.
Account
purchase
of Term
Money held for the credit of the Bond Amortization
sha}l be applied to the redemption or open market
(at not exceeding the price of par and accrued interest)
Bonds in accordance with the mandatory redemption
25
3Z47/NON,e001/AAO
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. provisions and/or the schedule of Amortization Installments for
such Term Bonds. Amortization Installments for any Term Bonds
shall be reduced on a reasonably proportionate basis to the
extent that such Term Bonds are purchased in the open market, or
shall be adjusted as otherwise approved by the County
Administrator of the Issuer. The Issuer shall pay from the
Sinking Fund all expenses in connection with such purchase or
redemption.
E. RESERVE ACCOUNT. Revenues shall then be applied by
the Issuer to maintain in the Reserve Account a sum equal to the
Reserve Account Requirement. Such sum shall initially be
deposited therein from the proceeds of the sale of the Bonds.
Any withdrawals from the Reserve Account ~all be restored within
12 months by depositing therein an amount equal to 1/12th of such
withdrawal. No further payments shall be required to be made
into the Reserve Account when there has been deposited therein
and as long as there shall remain on deposit therein a sum equal
to the Reserve Account Requirement. The Authorized Investments
on deposit in the Reserve Account shall be valued annually on the
last day o~ the Fiscal Year in accordance with generally accepted
accounting practice.
Money in the Reserve Account shall be used only for the
purpose of the payment of maturing Amortization Installments or
principal of or interest on the Bonds when the other money
allocated to the Sinking Fund and Bond Amortization Account is
insufficient therefor, and for no other purpose. However, if and
whenever the money applied and allocated to the Reserve Account
exceeds the Reserve Account Requirement on all then outstanding
Bonds, such excess shall be withdrawn and deposited into the
Sinking Fund.
F. COMPLETION OF FUNDING REQUIREMENT. The Issuer
shall not be required to make any further applications or
allocations to the Sinking Fund (including the Bond Amortization
Account and the Reserve Account therein) as long as the aggregate
sums applied and allocated thereto are and remain at least equal
to the sum of all of the annual Debt Service Requirements then
due and becoming due in all ensuing years for the Bonds then
outstanding, plus the amount of redemption premiums, if any, then
due and thereafter to become due on the Bonds then outstanding by
operation of the Bond Amortization Account.
G. SUBORDINATE BONDS. Revenues shall next be applied
to pay 1/6th or 1/12th, as the case may be, of the principal,
mandatory term bond amortization installments, redemption
premiums, if applicable, and interest due on the next applicable
payment date for bonds, the payment of which is secured by a lien
upon the Pledged Funds junior, subordinate and inferior to the
\ lien thereon in favor of the Registered Owners of the Bonds.
!I
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3247/MON51001/AAO
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H. RENEWAL, REPLACEMENT AND IMPROVEMENT FUND.
Revenues shall then be applied and allocated to the Renewal,
Replacement and Improvement Fund in an amount equal to $16,666.67
until there shall be on deposit therein $200,000. If the
consulting Engineers shall have recommended in writing a
different amount for anticipated requirements for renewals,
replacements, extensions and additions to the Facilities, and the
Issuer subsequently approves such recommendation, the foregoing
monthly deposits shall be adjusted as appropriate to ensure
accumulation of such revised amount within twelve months. The
money in the Renewal, Replacement and Improvement Fund shall be
used only for the purpose of paying the cost of extensions,
improvements or additions to, or the replacement of capital
assets of the Facilities or for repairs thereto, except that the
money in such Fund shall first be used to. supplement the Reserve
Account whenever necessary to prevent a default in the payment of
principal, Amortization Installments and interest on the Bonds,
and to restore any deficiency in the Reserve Account.
I. BALANCE OF REVENUES. Thereafter the balance of any
Revenues re~aining after the above required payments have been
made shall be deposited into the Enterprise Reserve Fund and be
used, first, to fund any deficiencies in the payments required in
paragraphs B, C, D, E and H above, and any withdrawals from the
Business Interruption Reserve Fund, and, then, in the discretion
of the Issuer, for either (1) the open market purchase of bonds,
the payment of which is secured by the Pledged Funds, or (2) the
payment of any other expenditures with respect to the Facilities.
J. INVESTMENT AND DISPOSITION OF INVESTMENT INCOME.
. Revenues on deposit in the Revenue Fund, the Operation and
Maintenance Fund, the Sinking Fund (including the Bond
Amortization Account, but excluding the Reserve Account therein),
the Renewal, Replacement and Improvement Fund, the Construction
Fund and the Enterprise Reserve Fund may be invested and
reinvested only in Authorized Investments maturing not l~ter than
the date on which the money therein will be needed. The Revenues
in the Reserve Account and the B~siness Interruption Reserve Fund
may be invested and reinvested in Authorized Investments,
provided such investments mature not later than the final
maturity date of the Bonds. Any and all income received by the
Issuer from such investments of Revenues in the above Funds and
Accounts (excluding the Reserve Account, the Construction Fund
and the Enterprise Reserve Fund) shall be deposited into the
Sinking Fund. Income received from the investment of money on
deposit in the Enterprise Reserve Fund shall remain on deposit
therein. Income received from the investment of money on deposit
in the Reserve Account shall remain in the Reserve Account unless
it is fully funded, in which case such income shall be deposited
into the Sinking Fund on the next business day following the
\ receipt thereof. Income received from the investment of money on
deposit in tge Construction Fund shall remain on deposit therein
pending completion of the Project, and thereafter shall be
deposited into the Sinking Fund. All investments of money on
27
3Z47/MON'IOOl/AAO
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deposit from time to time in the Funds and Accounts created and
established by this Resolution, including the Federal Securities
specified in Section 6.06 below, shall be valued at the cost
thereof.
:K. APPLICATION OF NON AD VALOltBM RBVBMUBS. Non Ad
valorem Revenues shall be used and applied in each month to (1)
make the deposits into the Sinking Fund (including the Bond
Amortization Account and the Reserve Account therein), pursuant
to this Section 4.03, paragraphs C, D and E, above, when the
Pledged Funds are insufficient therefor; and (2) to make the
additional deposit into the Business Interruption Reserve Fund,
as required by paragraph L below; provided, that any such Non Ad
valorem Revenues, together with interest thereon, shall be
restored to the funds and accounts of th~ Issuer from which such
Non Ad Valorem Revenues were withdrawn, from the first available
Pledged Funds, after the making of the required payments pursuant
to paragraphs C, D, E, G and H above.
L. BUSINESS INTERRUPTION RESERVE FUND. On the date of
issuance of the Bonds, the Issuer will deposit from the FY 1993
capital oublay Card Sound Bridge infrastructure appropriations,
into the Business Interruption Reserve Fund, an amount equal to
2.0 times the Maximum Debt Service Requirement. If in any
subsequent year, the Issuer obtains business interruption
insurance, as described and under the terms specified in Section
5.06 below, the amount on deposit in the Business Interruption
Reserve Fund shall be reduced to an amount equal to the Maximum
Debt Service Requirement, and the excess shall be deposited into
the Enterprise Reserve Fund. Money on deposit in the Business
Interruption Reserve Fund shall be used only for the purpose of
the payment of maturing Amortization Installments or principal of
or interest on the Bonds when the other money allocated to the
Sinking Fund (including all accounts therein) is insufficient
therefor, and for no other purpose. If the money on deposit in
the Business Interruption Reserve Fund exceeds the amount
required by this paragraph L, such excess shall be withdrawn and
deposited into the Enterprise Reserve Fund. Any withdrawals from
the Business Interruption Reserve Fund shall be restored from the
Enterprise Reserve Fund as soon as practicable.
SECTION (.o( UNCLAIMED MONEY. Notwithstanding any
provisions of this Resolution, any money held by the paying agent
for the payment of the principal or redemption price of, or
interest on, any Bonds and remaining unclaimed for 5 years after
the applicable date or dates when such principal, redemption
price or interest has become due and payable (whether at
maturity, call for redemption or otherwise), if such money were
so held at such date or dates, or 5 years after the date or dates
of deposit of such money if deposited after such date or dates,
shall be repaid to the Issuer free from the provisions of this
\ Resolution, and all liability of the paying agent with respect to
such money shall thereupon cease; provided, however, that before
the repayment of such money to the Issuer as aforesaid, the
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3247/MON~9001/AAO
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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 appropriate by the
Issuer with respect to the Bonds so payable and not presented, or
unclaimed interest thereon, and with respect to the provisions
relating to the repayment to the Issuer of the money held for the
payment thereof.
.
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L.
ARTICLE V
CERTAIN COVENANTS WITH BONDHOLDBRS; ADDITIONAL
PARITY BONDS; RBMBDIBS
SECTION 5.01 COMPLETION AND OPERATION OF PROJECT;
ANNUAL BUDGET. The Issuer will complete the Project with all
practicable dispatch; will maintain or cause to be maintained the
Facilities and all parts 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.
.
The Issuer shall annually prepare and adopt, or cause to
be prepared and adopted, on or prior to the beginning of such
Fiscal Year, a detailed budget of the estimated income and
expenditures for operation and maintenance of the Facilities
during such next succeeding Fiscal Year. The Issuer shall mail a
copy of sucp annual budget to the Bond Insurer and shall make
such annual budget available for inspection and copying at
reasonable times by any Holder or Holders of Bonds, upon request
therefor.
SECTION 5.02 RATE COVENANT. The Issuer will fix,
establish and maintain such rates and will collect such tolls,
fees, rentals and other charges for the use of the Facilities and
revise the same from time to time, whenever necessary, as will
always provide Gross Revenues in each Bond Year sufficient (1) to
pay 100% of the Cost of Operation and Maintenance, 120% of the
current Debt Service Requirement, and 100% of all Reserve Account
payments, and (2) to pay 100% of the Cost of Operation and
Maintenanc~100% of the current Debt Service Requirement, and
100% of all Reserve Account and Renewal, Replacement and
Improvement Fund payments; provided, however, that the payments
specified in clauses (1) and (2) shall not be cumulative to the
extent the payment categories are the same. Such rates, tolls,
fees, rentals and other charges shall not be reduced so as to be
insufficient to provide Gross Revenues for such purposes.
The Issuer further covenants and agrees that it will
annually within a reasonable time after adoption of the budget
described in Section 5.01 hereof, revise such rates, tolls, fees,
rentals and other charges for the use of the Facilities to the
extent necessary to comply with the rate covenant contained in
the preceding paragraph.
The Issuer will not reduce its schedule of rates, tolls,
fees, rentals and other charges unless (1) the Issuer is not in
I breach of any covenant or provision of this Resolution, (2) all
required pay~ents under this Resolution have been made in full,
and (3) the Accountant or Consulting Engineer certifies that the
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3247/MON5e001/AAO
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proposed reduced schedule will
in each Bond Year to comply
payments under this Resolution,
SECTION 5.03 ACCOUNTING RECORDS. The Issuer shall
maintain separately identifiable accounting records for the
operation of the Facilities by the use of an "enterprise fund,"
as such term is commonly used in governmental accounting, and any
Bondholder and the Bond Insurer (if the outstanding Bonds are
then covered by a Bond Insurance policy) shall have the right at
all reasonable times to inspect all records, accounts and data of
the Issuer relating thereto.
provide sufficient Gross Revenues
with all covenants and required
SECTION 5.04 ANNUAL AUDIT. The Issuer shall after the
close of each Fiscal Year, cause the boo~, records and accounts
relating to the Revenues and the Facilities to be properly
audited by a recognized Accountant, and shall require the
Accountant to complete its audit report within one year after the
close of the Fiscal Year. Such audit shall contain, but not be
limited to, the financial statements and reports required by
generally accepted accounting principles applicable to
governmental units. A certificate by the Accountant shall
accompany the annual audit stating that no breach on the part of
the Issuer of any covenant herein has been disclosed by reason of
such audit or, alternatively, specifying in reasonable detail the
nature of such breach, after discussing the same with bond
counsel to the Issuer. A copy of such annual audit shall be
mailed to the Bond Insurer and shall be made available, at all
reasonable times, for inspection by any Bondholder, upon request
therefor.
SECTION 5.05 MORTGAGE OR SALE OF THE FACILITIES. As
long as any of the Bonds are outstanding, the Issuer covenants
not to sell, lease, encumber or in any manner dispose of the
Facilities as a whole.
The Issuer may sell or dispose of, for fair market
value, any properties or parts of the Facilities if the
Consulting Engineer certifies in writing that (1) such properties
or parts of the Facilities are not necessary for the continued
operation of the Facilities and (2) the sale or disposal of such
properties or parts of the Facilities will not adversely affect
the Revenues to such an extent that the Issuer will fail to
comply with the covenants of this Resolution, and particularly
the rate covenant contained in Section 5.02 hereof; provided,
however, the Issuer shall have and hereby expressly reserves the
right to sell, lease or otherwise dispose of any of the other
property comprising a part of the Facilities, not in excess of
10% of the book value of the fixed assets of the Facilities
according to the most recent annual audit, that it shall, in its
sole discretion, determine to be no longer necessary or useful
for the continued operation of the Facilities. The Issuer shall
obtain the prior approval of the Bond Insurer for the sale of any
part of the Facilities in excess of $100,000.
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3247/MON59001/AAO
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The proceeds derived from any
properties or parts of the Facilities
paragraph shall, in the discretion
deposited in the Renewal, Replacement
used for the purposes of such Fund, or
or retirement of the Bonds.
sale or disposal of any
as described in the above
of the Issuer, be (1)
and Improvement Fund and
(2) used for the purchase
SECTION 5.06 INSURANCE. For so long as any of the
Bonds are outstanding, the Issuer will make adequate provision to
maintain adequate fire and windstorm insurance on all buildings
and structures of the works and properties of the Facilities
which are subject to loss through fire or windstorm; public
liability insurance; and other insurance of such types and in
such amounts as are normally carried in the operation of
facilities similar to the Facilities withtn the state of Florida,
for all of which insurance the Issuer may be a self-insurer to
the extent permitted by law. Furthermore, as set forth in
Section 4.03L above, the Issuer shall in each year attempt to
obtain business interruption loss insurance in an amount equal to
the Maximum Debt Service Requirement, at a price deemed
reasonable )by the Issuer. A copy of such policy, or certificate
of insurance with respect to such policy, shall be sent to the
Surveillance Department, or comparable department, of the Bond
Insurer in each year during which such policy is in force. Any
such insurance shall be placed with nationally-recognized and
reputable insurers or under authorized self-insurance programs,
or any combination thereof, and shall be carried for the benefit
of the Holders of the Bonds. All money received for losses under
any of such insurance, except public liability and for de minimus
items which are not integral for the operation of the Facilities
and which are not revenue-producing, are hereby pledged by the
Issuer as security for the Bonds, until and unless such proceeds
are used to remedy the loss or damage for which such proceeds are
received, either by repairing the property damaged or replacing
the property destroyed as soon as practicable after the receipt
of such proceeds.
SECTION 5.07 NO FREE SERVICE. The Issuer will not
render, allow or cause to be rendered, any free services of any
nature by its Facilities. Such covenant shall not prevent the
classification of users according to volume or frequency of use,
or the use of toll ticket booklets, tokens or electronic toll
collection methods for such class or classes of users. The
Issuer, including its departments, agencies and
instrumentalities, shall avail itself of the services provided by
the Facilities, or any part thereof, ~nd the same rates, fees or
charges applicable to other customers receiving like services
under similar circumstances shall be charged to the Issuer and
any such department, agency or instrumentality. Such charges
shall be paid as they accrue, and the Issuer shall transfer from
its relevant funds sufficient sums to pay such charges. The
revenues so received shall be deemed to be Revenues derived from
the operati&n of the Facilities, and shall be deposited and
accounted for in the same manner as other Revenues derived from
such operation of the Facilities.
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3247/MON59001/AAO
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SECTION 5.08 CONSULTING ENGINEERS AND QUALIFIED
INDEPENDENT CONSULTANTS. The Issuer will retain Consulting
Engineers and Qualified Independent Consultants from time to time
as needed to perform the duties set forth herein.
SECTION 5.09 NO COMPETING FACILITIES. Except with
respect to the Jewfish Creek Bridge and approach road, the
Issuer, to the full extent permitted by law, will not grant, or
cause, consent to, or allow the granting of, any franchise or
permit to any person, firm, corporation or body, or agency or
instrumentality whatsoever, for the furnishing of services which
will materially compete with those of the Facilities.
SECTION 5.10 ENFORCEMENT OF 9JLLECTIONS. The Issuer
will diligently enforce and collect the Revenues herein pledged;
will take all reasonable steps, actions and proceedings for the
enforcement and collection of such Revenues to the full extent
permitted or authorized by law; and will maintain accurate
records with respect thereof. All such Revenues herein pledged
shall, as collected, be held in trust to be applied as herein
provided.
SECTION 5.11 NO IMPAIRMENT OF CONTRACT. The Issuer has
full power and authority to covenant to budget and appropriate in
each Fiscal Year, from Non Ad Valorem Revenues, to the extent the
Pledged Funds are insufficient therefor, sufficient money to pay
the Debt Service Requirement on the Bonds, and to make any
deposit into the Reserve Account as required by Section 4.03E
above. The covenant to budget and appropriate such amounts, if
any, from Non Ad Valorem Revenues, in the manner provided herein,
shall not be subject to repeal, modification or impairment by any
subsequent resolution, ordinance or other proceedings of the
Issuer, unless the Issuer shall have either (1) provided such
additional or supplemental funds which shall be sufficient to
retire such Bonds and the ipterest thereon in accordance with
their terms or (2) obtained the required written consent of the
requisite number of Bondholders, or the consent of the Bond
Insurer, as applicable, as set forth in Section 6.01 hereof, to
modify such covenant to budget and appropriate.
SECTION 5.12 ISSUANCE OF ADDITIONAL OBLIGATIONS. Except
as provided below, the Issuer. hereby covenants and agrees not to
incur any other obligations or indebtedness payable from the Net
Revenues, unless such obligations contain an express statement
that such obligations are junior and subordinate in all respects
to the Bonds. herein authorized as to lien on and source and
security for payment from the Net Revenues. No Additional Parity
Bonds, payable on a parity from the Net Revenues with the Bonds,
herein authorized, shall be issued after the issuance of any
Bonds, herein authorized, except for the construction and
\ acquisition of additions, extensions and improvements to the
Facilities ~r for refunding purposes, and except upon the
conditions and in the manner provided below.
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3247/MONS'OGl/AAO
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(1) There shall have been obtained and filed with the
Issuer a certificate of an Accountant or Consulting Engineer: (a)
stating that the books and records of the Issuer relating to the
collection and receipt of Revenues have been reviewed by him; (b)
stating that the Net Revenues for 12 consecutive months
immediately preceding the proposed date of delivery of such
Additional Parity Bonds with respect to which such certificate is
made, equal at least 1.20 times the Maximum Debt Service
Requirement on (i) all Bonds and all Additional parity Bonds, if
any, then outstanding and (ii) the Additional parity Bonds with
respect to which such certificate is made.
(2) Each resolution authorizing the issuance of
Additional parity Bonds will recite that all of the covenants
herein contained applicable to the Additi~nal parity Bonds, will
be applicable to such Additional parity Bonds.
(3) The Issuer shall not be in breach
and obligations assumed hereunder, and all
required to have been made into the Funds
provided hefeunder, shall have been made to
required.
of the covenants
payments herein
and Accounts, as
the full extent
(4) The Issuer shall not be required to comply with the
requirements of paragraph (1) above with respect to any
Additional parity Bonds issued for the sole purpose of refunding
a portion of the outstanding Bonds.
(5) No Additional parity Bonds bearing interest at a
variable rate per annum may be issued.
(6) Furthermore, no additional obligations of the
Issuer to be secured by all or any portion of the Non Ad Valorem
Revenues ("Specific Lien Debt") or a covenant to budget and
appropriate from Non Ad-valorem Revenues ("Budget Covenant Debt"
and collectively with Specific' Lien Debt, "Non Ad Valorem Debt")
shall be issued unless the following conditions are met:
(a) The average of the total Non Ad Valorem Revenues in
the preceding 2 Fiscal Years must equal or exceed 2 times the
maximum annual debt service on all outstanding and proposed Non
Ad Valorem Debt.
(b) The total Non Ad Valorem Revenues for the preceding
Fiscal Year, less (i) the debt service on outstanding and
proposed Specific Lien Debt for the next Fiscal Year, and (ii)
the Non Ad Valorem Revenue Share of Essential Services
Expenditures, must be at least 1.1 times the maximum annual debt
service on all outstanding and proposed Budget Covenant Debt.
The term "Non Ad Valorem Revenue Share of Essential
Services EXRenditures" shall be deter.mined by multiplying the
total cost of Essential Services for the preceding Fiscal Year by
a fraction, the numerator of which is the total Non Ad valorem
34
3247/MON5g001/AAO
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Revenues for the preceding Fiscal Year and the denominator of
which is total revenues for the preceding Fiscal Year.
The term "Essential Services" shall include the total
expenditures by the Issuer for public safety and general
governmental purposes as reported in the annual audited financial
statements of the Issuer, or, if such audited financial
statements are unavailable, in other financial records of the
Issuer.
SECTION 5.13 REMEDIES. Any trustee or any Holder of
Bonds acting for the Holders of all Bonds may by suit, action,
mandamus or other proceedings in any court of competent
jurisdiction, protect and enforce any and all rights, including
the right to the appointment of a recei.er, existing under the
laws of the state of Florida, or granted and contained herein,
and may enforce and compel the performance of all duties herein
required or by any applicable statutes to be performed by the
Issuer or by any officer thereof. Nothing herein, however, shall
be construed to grant to any Holder of such Bonds any-lien on any
property of, or within the corporate boundaries of the Issuer,
except as provided herein. No Holder of Bonds, however, shall
have any right in any manner whatever to affect, disturb or
prejudice the security of this Resolution or to enforce any right
hereunder except in the manner herein provided, and all
proceedings at law or in equity shall be instituted and
maintained for the benefit of all Holders of Bonds.
If any payments of Debt Service Requirements are made by
a Bond Insurer with respect to Bonds which have not been defeased
in accordance with the provisions of Section 6.06 hereof, the
lien upon and pledge of the Net Revenues and all covenants and
other obligations of the Issuer to the Holders of such Bonds
shall continue to exist and the Bond Insurer shall be subrogated
to the rights of the Holders of such Bonds.
SECTION 5.14 TAX EXEMPTION; QUALIPIED TAX-EXEMPT
OBLIGATION DESIGNATION. The Issuer at all times while the Bonds
and the interest thereon are outstanding will comply with the
requirements of the Code to the extent necessary to preserve the
exemption from federal income taxation of the interest on the
Bonds. The chief financial officer of the Issuer, or his
designee, is authorized to make or effect any election,
selection, choice, consent, approval or waiver on behalf of the
Issuer with respect to the Bonds as the Issuer is required to
make or give under the federal income tax laws, for the purpose
of assuring, enhancing or protecting favorable tax treatment or
characterization of the Bonds or interest thereon or assisting
compliance with requirements for that purpose, reducing the
burden or expense of such compliance, reducing the rebate amount
or payments of penalties thereon, or making payments in lieu
thereof, or pbviating such amounts or payments, as determined by
such officer, or his designee. Any action of such officer, or
35
3247/NON59001/AAO
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..~"
:. ~
L
his designee, in that regard shall be in writing and signed by
the officer, or his designee. Furthermore, the Issuer hereby
designates the Bonds, to the extent issued, as "qualified tax-
exempt obligations" as described in section 265 of the Code.
SECTION 5.15 PAYMENT OF BONDS. The Issuer will duly
and timely payor cause to be paid from the Net Revenues, the
principal of, redemption premiums, if any, and interest on the
Bonds, when due, by transferring money in the required amounts
from the Funds and Accounts created herein to the principal
office of the paying agent at least one business day prior to the
date on which such payments of principal, premium and interest
are due.
.
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36
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01 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 the Bonds to be affected
by such modification or amendment; provided, however, that no
modification or amendment shall permit a change in the maturity
of the Bonds 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
Bonds as the same shall become due frdm the Net Revenues, or
authorize less than 30 days' notice of mandatory tender for
purchase and/or redemption, by mail to Holders of any Bonds to be
called for prior redemption or tendered for purchase, or reduce
the percentage of the Holders of the Bonds required to consent to
any adverse material modification or amendment hereof without the
consent of ;the Holders of all Bonds; provided further, however,
that the Issuer may at any time amend this Resolution to provide
for the issuance or exchange of Bonds in coupon form, if and to
the extent that doing so will not affect the tax exempt status of
the interest on the Bonds. If the Bonds or any series of Bonds
then outstanding are insured by a Bond Insurance policy, the
consent of the Bond Insurer shall be required in lieu of the
consent of the Holders of the Bonds so insured, and under such
circumstances a copy of such amendments shall be sent to S&P and
Moody's. For the purpose of computing the amount of Bonds held
by the Holder of Capital Appreciation Bonds, the principal amount
of a Capital Appreciation Bond shall be deemed to be its
Compounded Amount.
SECTION 6.02 SALE OF BONDS. The Bonds shall be issued
and sold at public or private sale, at one time or in
installments from time to time, at such price or prices
consistent with the provisions of the Act and the requirements of
this Resolution as the Board shall hereafter determine by
resolution.
SECTION 6.03 TEMPORARY BONDS. Until Bonds are ready
for delivery in definitive form, the Issuer may execute, and upon
its request in writing, the Bond Registrar shall authenticate and
deliver in lieu of such definitive Bonds, one or more printed,
lithographed or typewritten Bonds in temporary form. The Bonds
in temporary form shall be substantially of the tenor of the
Bonds described in this Resolution, with appropriate omissions,
variations and insertions, and shall be subject to the same
provisions, limitations and conditions set forth in this
Resolution. The Issuer shall without unreasonable delay prepare,
execute and~deliver to the Bond Registrar, and upon surrender of
the Bond or Bonds in temporary form to the Bond Registrar, the
Bond Registrar shall authenticate and deliver, in exchange
37
3247/NON,e001/AAO
I
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therefor, a Bond or Bonds of the same maturity, in definitive
form, in authorized denominations and for the same aggregate
principal amount as the Bond or Bonds in temporary form
surrendered. The expense of such exchange shall be borne by the
Issuer and there shall be no charge therefor to any Bondholder.
SECTION 6.04 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 pr provisions and shall
in no way affect the validity of any of the other provisions
hereof or of the Bonds issued hereunder.
SECTION 6.05 VALIDATION
its option, institute appropriate
of the Bonds.
OPTIONAL. The Issuer may, at
proceedings for the validation
SECTION 6.06 DEFEASANCE. If, at any time, the Issuer
shall have paid, or shall have made provision for the payment of,
the principal, interest and redemption premiums, if any, with
respect to the Bonds or any portion thereof, then, and in that
event, the pledge of and lien on the Net Revenues in favor of the
Bondholders of those Bonds, or applicable portions thereof, shall
be no longer in effect; provided, however, that (1) if any of the
Bonds are to be redeemed prior to their respective stated dates
of maturity, notice of the redemption thereof will be given in
accordance with the provisions of Section 2.09 hereof or
irrevocable provision will be made for the giving of such notice,
and (2) in the event that any Bonds are not by their terms
subject to redemption or will mature, as applicable, within the
next succeeding 60 days following a deposit of money with the
escrow holder in accordance with this Section 6.06, the Issuer
will mail, or cause to be mailed, to the Holders of such Bonds at
their addresses as they appear on the registration books of the
Issuer maintained by the Bond Registrar, a notice stating that a
deposit in accordance with this Section 6.06 has been made with
the escrow holder and that the Bonds are deemed to have been paid
in accordance with this Section 6.06, and stating such maturity
or redemption date upon which money will be available for the
payment of the principal of, redemption premium, if any, and
interest on such Bonds; but failure to give such notice of
redemption or notice of refunding, as applicable, shall not
affect any defeasance otherwise in accordance with this Section
6.06. For purposes of the preceding sentence, deposit of
sufficient cash and/or principal and interest of Federal
Securities in irrevocable trust with a banking institution or
\ trust company as escrow holder, for the sole benefit of such
Bondholders,Ito make timely payment of the principal, interest,
and redemption premiums, if any, on such outstanding Bonds, shall
be considered "provision for payment."
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3247/MON5tOOl/~O
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SECTION 6.07 NOTICES TO BOND INSURER. For the purposes
of this Resolution, all notices sent to the Bond Insurer shall be
sent by registered or certified mail to the address set forth in
the commitment for the Bond Insurance policy. The Issuer shall
send the Bond Insurer copies of notices required by this
Resolution to be sent to Registered Owners. In addition, the
Issuer shall send the Bond Insurer a copy of any disclosure
statement circulated with respect to any additional obligations
of the Issuer.
SECTION 6.08 CUSTODIAL TRUST AGREEMENT. On or prior to
the issuance of the Bonds, the Issuer shall enter into a
custodial trust agreement with a bank or trust company, in regard
to the Revenue Fund, the Operation and Maintenance Fund, the
Sinking Fund (including all accounts therein), the Renewal,
Replacement and Improvement Fund, and the Business Interruption
Reserve Fund established herein, in substantially the form
attached hereto as Exhibit A.
SECTION 6.09 REPEAL OF INCONSISTENT RBSOLUTIONS. All
resolutionsl or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 6.10 EFFECTIVE DATE. This Resolution shall
take effect immediately upon its adoption.
passed and adopted by
of Monroe County, Florida, at
January 13, 1993.
the Board of County Commissioners
a special meeting of the Board on
(SEAL)
ATTEST:
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C erR, Board 0 un y
Commissioners
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Exhibit A
CUSTODIAL TRUST AGREEMENT
THIS AGREEMENT, made and entered into this ,
1993, by and between Monroe County, Florida (hereinafter called
"county"), and
Florida (hereinafter sometimes called "Custodial Trustee");
WIT N E SSE T H:
WHEREAS, the County has heretofore authorized the
issuance of not exceeding $5,000,000 Car~ Sound Road and Bridge
Improvement Revenue Bonds, Series 1993 (hereinafter called
"Bonds"), by a resolution duly adopted by the Board of County
Commissioners of Monroe county, Florida (hereinafter called
"Board"), on , 1993, as [amended and] supplemented
(hereinafter collectively called "Resolution"); and
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WHEREAS, the County by the Resolution established a
Revenue Fund, a Sinking Fund (including a Reserve Account and a
Bond Amortization Account therein) an Operation and Maintenance
Fund, a Renewal, Replacement and Improvement Fund, a Business
Interruption Reserve Fund, and a Enterprise Reserve Fund;
provided for money to be paid into such Funds and Accounts; and
set forth the purposes of such Funds and Accounts; and
WHEREAS, the Board desires that
Florida, serve as custodial trustee for
Accounts; and
,
the above Funds and
WHEREAS, it is considered advisable and in the best
interest of the County and the holders of the Bonds that the
terms of the trust be set forth in writing; and
WHEREAS, the Custodial Trustee is willing to accept
appointment as custodial trustee for the above Funds and
Accounts, and the execution of this agreement has been duly
authorized by the Board and by the Board of Directors of the
Custodial Trustee;
NOW, THEREFORE, it is mutually covenanted and agreed by
and between the County and the Custodial Trustee as follows:
Section 1. Defined
the Resolution which appear
meaning ascribed to them by
herein otherwise requires.
Terms. That all defined terms in
in this agreement shall have the
the Resolution, unless the context
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Section 2. Appointment of CUstodial Trustee. That
, Florida, is hereby appointed
custodial Trustee to do and perform all acts required of the
Custodial Trustee under the Resolution and in accordance with the
provisions of this agreement.
Section 3. Funds Held by custodial Trustee. That the
Revenue Fund, the Sinking Fund, the Reserve Account, the Bond
Amortization Account, the Operation and Maintenance Fund, the
Renewal, Replacement and Improvement Fund, and the Business
Interruption Reserve Fund created by the Resolution are hereby
established with and shall be held by the CUstodial Trustee. The
Construction Fund and the Enterprise Reserve Fund, created by the
Resolution, shall be held by the County.
.
Section 4. Disposition of Trust Funds. That there is
annexed hereto as composite Exhibit "A," and incorporated herein
by reference, a certified copy of the Resolution which bears
directly upon the duties of the CUstodial Trustee and the manner
of handling such Funds and Accounts. The Pledged Funds (to the
extent their disposition is subject to the terms of this
agreement) lshall be deposited, held, invested and disbursed in
accordance with Sections 4,02 and 4.03 of the Resolution. The
County shall furnish the CUstodial Trustee instructions, from
time to time, regarding the investment of Pledged Funds subject
to the custody of the CUstodial Trustee.
Section 5. Inspection of Documents. That all original
documents received by the CUstodial Trustee as required herein,
and evidence of payment, shall be retained in possession of the
Custodial Trustee, subject at all reasonable times to the
inspection of the Board, the holders of the Bonds and the agents
and representatives thereof.
Section 6. Acceptance of Trust. That the CUstodial
Trustee accepts and agrees to execute the trust hereby ,created,
but only upon the terms set forth in this agreement, to all of
which the parties hereto agree.
Section 7. or
Trustee. That the CUs 0 a Trus ee may execu e any 0 e
trusts or powers hereof and perform the duties required by it, by
or through attorneys, agents or employees, and shall be entitled
to advice of counsel concerning all matters of trust hereof and
its duty hereunder.
Section 8. Reliance b
of County. That the CUs 0 ia Trus ee
shall incur no liability in acting or proceeding in good faith
upon any resolution, notice, telegram, request, consent,
statement, affidavit, certification, voucher, bond or other paper
or document which it shall in good faith believe to be genuine
and to have'~een passed or signed by the proper officers, agents,
or employees of the County, or to have been prepared and
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3247/MON59001/A..
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. furnished pursuant to any of the provisions of this agreement;
and the Custodial Trustee shall be under no duty to make any
investigation or inquiry as to any statements contained or
matters referred to in any such instrument, but may accept and
rely upon the same as conclusive evidence of the truth and
accuracy of such statement.
Section 9. Custodial Trustee may be Bondholder. That
the custodial Trustee may in good faith, buy, sell, own, hold and
deal in any of the Bonds and may join in any action which any
bondholder may be entitled to take with like effect as if the
Custodial Trustee were not a party to this agreement. The
Custodial Trustee may also engage in or be interested in any
financial or other transaction with the County and may act upon,
or as depositary, trustee, or agent for, ~y committee or body of
holders of the Bonds secured hereby, or other obligations of the
County as freely as if it were not Custodial Trustee hereunder.
Section 10. Construction of
Trustee. That the Cus 0 ia Trus ee may cons rue any 0 e
provisions pf this agreement insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof, and
any construction of any such provisions thereof by the Custodial
Trustee in good faith shall be binding upon the parties hereto.
Section 11. Resignation of Custodial Trustee. That the
Custodial Trustee may resign and be discharged of the trust
created by this agreement by executing an instrument in writing
resigning such trust, specifying the date when such resignation
shall take effect, and filing the same with the Clerk of the
Board not less than 60 days before the date specified in such
instrument when such resignation shall take effect. Such
resignation shall take effect on the day specified in such
instrument unless a successor trustee shall be previously
appointed as hereinafter provided, in which event such
resignation shall take effect . immediately on the appointment of
such successor trustee.
Section 12. Transfer of Trust Estate to Successor
Custodial Trustee. That any successor trustee appointed
hereunder shall execute, acknowledge and deliver to the County an
instrument accepting such appointment hereunder, and thereupon
such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the estate,
property, rights, powers, trusts, duties and obligations of its
predecessors in the trust hereunder, with like effect as if
originally named trustee herein. Upon request of such trustee,
the trustee ceasing to act and the County shall execute and
deliver an instrument transferring to such successor trustee all
the estates, properties, rights, powers and trusts hereunder of
\ the trustee so ceasing to act; and the trustee so ceasing to act
shall pay ov~r to the successor trustee all money at the time
held by it hereunder.
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3241/MONseOOl/AB4
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Section 13. Consolidation or Merger of Custodial
Trustee. That any corporation into which any trustee may be
merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which any trustee
hereunder shall be a party, shall be the successor trustee under
this agreement without the execution or filing or any paper or
further act on the part of the parties hereto, anything herein to
the contrary notwithstanding.
Section 14. payment of Ex~enses of Custodial Trustee.
That the County shall pay the Custo ial Trustee its proper fees
and expenses from the Operation and Maintenance Fund, created and
established by the Resolution.
Section 15. Modification or Amen~ment. That no adverse
material modification or amendment of this agreement or of any
agreement 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 the Bonds then outstanding to be
affected by such modification or amendment and, if the Bonds are
then covered by a municipal bond insurance policy issued by
Municipal Bond Investors Assurance Corporation ("MBIA"), and MBIA
is not then in default under such policy, the consent of MBIA;
provided, however, that no modification or amendment shall reduce
such percentage of holders of such Bonds, required above, for
such modifications or amendments, without the consent of the
holders of all of such Bonds. under such circumstances a copy of
such amendments shall be sent to S&P and Moody's.
Section 16. Agreement for Benefit of Bondholders. That
this agreement shall be deemed to have been and is made for the
benefit of the holders from time to time of the Bonds and shall
be enforceable by any of the holders thereof in the manner
provided in the Resolution and the laws of Florida.
,."
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IN WITNESS WHEREOF, Monroe county, Florida, has caused
its seal to be hereunto affixed and attested by the Clerk of the
Board and these presents to be signed by the Mayor of the Board;
and
Florida, has caused
attested by its
signed by its
above written.
,
its corporate seal to be hereunto affixed and
, and these presents to be
as of the day and year first
MONROE COUNTY, FLORIDA
.
(Seal)
By
Mayor, Board of county
Commissioners
Attest:
clerk, Board of County
Commissioners
(Corporate Seal)
custodial Trustee
Attest:
By
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