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Resolution 640-1988 t _" .> _.-.._ _,*' ". RESOLUTION NO. 640-1988 A RESOLUTION OF THE BOARD OF' COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN CAPITAL IMPROVEMENTS IN MONROE COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $7,500,000 IMPROVEMENT REVENUE BONDS, SERIES 1988, OF THE COUNTY TO BE APPLIED TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM THE FIRST AND SECOND GUARANTEED ENTITLEMENTS OF THE COUNTY TO STATE REVENUE SHARING TRUST FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 218, Part II, and Section 125.01(1)(r), Florida Statutes, and other applicable provisions of law. SECTION 1.02 DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. 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 the independent certified public accountant or firm of certified public accountants at the time employed by the Issuer under the provisions of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. B. "Act" shall mean, collectively, Chapter 218, Part II, and Section 125.01(1) (r), Florida Statutes, and other applicable provisions of law. C. "Additional Parity Bonds" shall mean additional obligations of the Issuer which have an equal lien on the applicable portion of the Pledged Funds and rank equally in all applicable respects with the Bonds initially issued hereunder. 88089\authres.doc/El12288 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 subsequent 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") or the Federal Savings and Loan Insurance Corporation ("FSLIC"), as applicable; (2) bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other like governmental or government-sponsored agencies subsequently created, so long as such agencies are owned or sponsored by the United states of America: Federal Home Loan Bank System, Government National Mortgage Association, Student Loan Marketing Association and Federal Home Loan Mortgage Corporation; (3) interest-bearing time deposits or savings accounts in any commercial bank or savings and loan association which is a member 88089\authres.docjEl12288 2 of FDIC or FSLIC and is a "qualified public depository" under the laws of the state of Florida; (4) repurchase agreements or investment contracts with any bank, trust company (including any trustee acting on behalf of the Issuer) or savings and loan association which is a member of FDIC or FSLIC, as applicable, and is a "qualified public depository" under the laws of the state of Florida; or with any broker or dealer registered wi th the Securities Exchange Commission and subj ect to Securities Investors' Protection Corporation liquidation in the event of insolvency; in any case having short term debt rated in either of the 2 highest categories by Standard & Poor's Corporation, New York, New York ("S&P"), or Moody's Investors Service, New York, New York ("Moody's"); provided, that (a) to the extent not insured by FDIC or FSLIC, the repurchase or investment agreements are secured by those securities described in paragraphs (1) or (2) above having at all times a fair market value or at least 100% of the value (principal plus accrued interest) of such agreement or contract; (b) the Issuer (or any trustee acting on its behalf) has a perfected first security interest in such securities described in paragraphs (1) or (2) above; and (c) such securities described in paragraph (1) or (2) above are owned by the pledgor free and clear of any kind of liens or security interests other than that of the Issuer (or any trustee acting on its behalf); the security for any repurchase agreements and investment contracts being (A) in the case of Government Obligations which can be pledged by book entry notation under regulations of the United states Treasury, appropriately entered on the records of a Federal Reserve Bank, or (B) in the case of other investments, deposited with the Issuer (or any trustee acting on its behalf), a Federal Reserve Bank or a bank or trust company which is acting solely as agent for the Issuer (or any trustee acting on its behalf), and which has a combined net capital and surplus of at least $25,000,000; (5) shares or other interests in any mutual fund, trust, investment company or similar entity or portfolio which invests solely 88089\authres.doc/El12288 3 in securities described in paragraphs (1), (2) or (3) above, or any combination thereof; or (6) the Local Government Surplus Funds Trust Fund as described in Section 218.405, Florida Statutes. F. "Board" shall mean the Board of County Commissioners of the Issuer. 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. "Bonds" shall mean the Improvement Revenue Bonds, Series 1988, herein authorized to be issued, together with any Additional Parity Bonds hereafter issued under the terms, conditions and limitations contained herein. K. "Bond Year" shall mean the one year period beginning on December 2 of each year and ending on the succeeding December 1. 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. "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. 88089\authres.doc/El12288 4 N. "Current Interest Paying Bonds" shall mean the Bonds, the interest on which shall be payable on a semiannual basis. o. "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 Account 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 as shall 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. P. "Federal Securities" shall mean, collectively, (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 88089\authres.doc/El12288 5 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's; none of which described in (1), (2), (3) or (4) above are subject to redemption prior to maturity at the option of the obligor. Q. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30, or such other annual period as may be prescribed by law from time to time for the Issuer. R. "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. S. "Holder of Bonds" or "Bondholders" or any similar term shall mean any person who shall be the Registered Owner of any such Bond or Bonds. T. "Issuer" shall mean Monroe County, Florida. U. "Maximum Debt Service 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. V. "Pledged Funds" shall mean, collectively, the "guaranteed entitlement" and "second guaranteed entitlement" portions of the revenue sharing trust funds of the State of Florida, as defined in and as distributable to the Issuer pursuant to Chapter 218, Part II, Florida Statutes. W. "Project" shall mean the acquisition and construction of certain capital improvements in the area of the Issuer, all in accordance with plans and specifications now on file or to be on file with the Issuer. X. "Record Date" shall mean the 15th day of the month immediately preceding any interest payment date for the Bonds. 88089\authres.doc/E112288 6 Y. "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. z. "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 Internal Revenue Code of 1986, as amended (collectively, the "Code") . AA. "Resolution" shall mean, collectively, this resolution and all resolutions amendatory hereof or supplemental hereto. BB. "Serial Bonds" shall mean the Bonds which shall be stated to mature in semiannual or annual installments. CC. "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. It is hereby ascertained, determined and declared that: A. It is necessary and desirable to acquire and construct the Project, as provided herein, in order to preserve and protect the public health, safety and welfare of the inhabitants of the Issuer. B. 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. C. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged 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 88089\authres.doc/El12288 7 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. D. The Issuer is a government unit with general taxing powers. E. The Bonds are not "private activity bonds" as defined in section 141 of the Code. F. Ninety-five percent or more of the net proceeds of the sale of the Bonds will be used for local government activities of the Issuer. G. The Issuer (including all subordinate entities thereof) does not reasonably expect to issue tax-exempt obligations (other than "private activity bonds") in excess of $5,000,000 aggregate face amount in the calendar year 1988. SECTION 1.04 RESOLUTION TO CONSTITUTE CONTRACT. 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). 88089\authres.docjE112288 8 ARTICLE II AUTHORIZATION OF PROJECT AND OF ISSUANCE OF BONDS; DESCRIPTION, DETAILS AND FORM OF BONDS SECTION 2.01 AUTHORIZATION OF PROJECT. There is hereby authorized the acquisition and construction of the Project. The cost of such Project and refunding, 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 and acquisition of the Project; premiums for municipal bond insurance policies; the creation and establishment of reasonable reserves for debt service; 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 and acquisition of the Project and the placing of the same in operation, including reimbursement for money advanced for the cost of the Project from other funds of the Issuer. SECTION 2.02 AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the Issuer to be known as "Improvement Revenue Bonds, Series 1988," are hereby authorized to be issued in the aggregate principal amount of not exceeding $7,500,000. 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. 88089\authres.doc/E112288 9 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 principal and interest at such bank or banks to be determined by 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 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. Notwithstanding any other provisions of this section, 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. 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. 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 88089\authres.docjE112288 10 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 nevertheless be sold and delivered as provided in this Resolution and may be issued as if the person who signed or sealed such 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 hereinafter provided, shall be executed with the facsimile signature of any present or future Mayor of the Board. SECTION 2.05 NEGOTIABILITY. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive Holder, in accepting any of the 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. SECTION 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. 88089\authres.doc/El12288 11 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, whichever 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 authorized attorney. The Bond Registrar or the Issuer may require payment from the Registered Owner or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Bonds. Such charges and expenses shall be paid before any new Bond shall be delivered. 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 upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The Issuer and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, 88089\authres.doc/El12288 12 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 OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered 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 wri ting 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 substitution 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 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, 88089\authres.doc/El12288 13 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 shall constitute original contractual obligations on the part of the Issuer, whether or not the lost, 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 REDEMPTION. The Bonds or any portions thereof shall be subject to mandatory and/or optional redemption 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. Notice of such redemption shall, at least 30 days prior to the redemption date, be filed with the Bond Registrar and paying agent and be mailed, postage prepaid, by the Bond Registrar to all Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of 45 days prior to the date fixed for redemption; provided, however, that failure to file and/or mail such notice of redemption shall not render void or voidable any calling of Bonds for prior redemption. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The privilege of transfer or exchange of any of the Bonds selected for redemption shall be suspended. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the redemption date, the redemption price, the place or places of redemption (including the 88089\authres.doc/El12288 14 name and appropriate address or addresses of the paying agent), the CUSIP number (if any) of the maturity or maturities to be redeemed, and, if less than all of any such maturity, the distinctive certificate numbers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on such date there will become due and payable on each of such Bonds, the redemption 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 date; and that from and after such redemption 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 redemption notice. SECTION 2.10 FORM OF BONDS. The text of the Bonds, together with the certificate of Authentication of the Bond Registrar and, if applicable, the Validation certificate to be endorsed thereon, 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: 88089\authres.doc/E112288 15 . CUSIP: No. R-__ $ UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY IMPROVEMENT REVENUE BOND, SERIES 1988__ 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 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. 88089\authres.doc/El12288 16 . This bond is one of an authorized issue of bonds issued to finance the cost of certain capital improvements in the area of the County; under the authority of and in full compliance with the Constitution and statutes of the state of Florida, including particularly Chapter 218, Part II, and section 125.01(1) (r), Florida Statutes, Ordinance No. of the County, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners of the County on the day of ____, 1988, as amended and supplemented (collectively, the "Resolution"), and is subject to all the terms and conditions of such Resolution. This bond and the interest hereon are payable from and secured by a prior lien upon and pledge of the "guaranteed entitlement" and "second guaranteed entitlement" portions of the revenue sharing trust funds of the State of Florida, as defined in and as distributable to the County pursuant to Chapter 218, Part II, Florida statutes (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 IS 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 88089\authres.doc/El12288 17 1l 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 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 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. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and 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 provisions) . Notice of such redemption 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 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 88089\authres.doc/El12288 18 ~ 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 its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the first day of , 1988. MONROE COUNTY, FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED: Mayor Clerk 88089\authres.doc/El12288 19 . 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 of bonds which were validated and confirmed by judgment of the Circuit Court in and for Monroe County, Florida, rendered on the day of 1988. 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 MIN ACT - common (Cust.) TEN ENT - as tenants by the Custodian for entireties (Minor) JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors Act of and not as tenants in (State) common 88089\authres.doc/E112288 20 Additional abbreviations may also be used though not in list above. 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 constitute and appoint __as his agent to transfer the bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: 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 al- teration or enlargement or any change whatever. Signature guaranteed: (Bank, Trust Company or Firm) (Authorized Officer) 88089\authres.doc/El12288 21 ARTICLE III APPLICATION OF BOND PROCEEDS SECTION 3.01 APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Bonds shall be applied by the Issuer simultaneously with their delivery to the purchaser thereof, as follows: A. Accrued interest shall be deposited in the Sinking Fund, herein created, and shall be used only for the purpose of paying interest becoming due on the Bonds. B. A sum which, together with other legally available funds of the Issuer (including bond reserve insurance and/or letters of credit as described in Section 4.030 hereof) deposited in the Reserve Account, herein created, on the date of delivery of the Bonds, will equal the Reserve Account Requirement on the Bonds, shall be deposited into the Reserve Account. 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 shall be deposited in the Construction Fund, herein created. The Construction Fund shall be continuously secured in the same manner as county deposits are authorized to be secured 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 4.03G hereof. 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 be deposited into the Sinking Fund and be used for the open market purchase or redemption of Bonds. 88089\authres.doc/El12288 22 E. All such proceeds 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 States Treasury, there is hereby created a lien in favor of the Holders of the Bonds upon such money until so applied. 88089\authres.doc/El12288 23 ARTICLE IV SECURITY FOR BONDS; CREATION OF FUNDS AND ACCOUNTS; APPLICATION OF REVENUES SECTION 4.01 SECURITY FOR BONDS. 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 solely from and secured by a lien upon and a pledge of the Pledged Funds as provided below. No Holder or Holders of any Bonds issued 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. SECTION 4.02 CREATION OF FUNDS AND ACCOUNTS. The following Funds and Accounts are hereby created and established: the Revenue Fund, the Sinking Fund, the Reserve Account, the Bond Amortization Account and the Construction Fund. 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. Prior to the delivery of any of the Bonds, the Issuer shall enter into a custodial trust agreement with an institutional trustee regarding the deposit, investment and 88089\authres.doc/El12288 24 disbursement of amounts allocated to such Funds (except the Revenue Fund) and Accounts. 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 establish- ment 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 provided by this Resolution. SECTION 4.03 APPLICATION OF REVENUES. 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, the Bond Amortization Account and the Reserve Account, 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 any and all Bonds as follows: A. REVENUE FUND. The Pledged Funds 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. B. SINKING FUND. Pledged Funds shall first 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 88089\authres.doc/El12288 25 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 authorized herein 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 Serial Capital Appreciation 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. C. BOND AMORTIZATION ACCOUNT. On a parity with the payments required by Section 4.03B above, Pledged Funds 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. 88089\authres.doc/El12288 26 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. D. RESERVE ACCOUNT. Pledged Funds shall then be applied by the Issuer to maintain in the Reserve Account a sum equal to the Reserve Account Requirement. Except as provided below, such sum shall initially be deposited therein from the proceeds of the sale of the Bonds. Any withdrawals from the Reserve Account shall be restored within 12 months by depositing therein an amount equal to 1j12th 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 of the Fiscal Year in accordance with generally accepted accounting practice. Notwithstanding the foregoing and with the written consent of the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance POlicy), the Issuer shall not be required to fully capitalize the Reserve Account on the date of issuance of the Bonds from proceeds of the sale of the Bonds or from money in the reserve account for the Refunded Bonds, if it provides on the date of issuance of the Bonds (1) bond reserve insurance issued by a reputable and recognized municipal bond insurer whose insurance policies generally result in insured issues being rated in the highest rating category by either S&P or Moody's, or (2) a letter of credit issued by any bank or national banking association insured by FDIC whose own debt securities are rated "AA" or the equivalent or better by either of the rating agencies set forth above, in an amount equal to the difference between the Reserve Account Requirement and the sum to be deposited therein pursuant to the preceding paragraph. At any time after the issuance of the Bonds, the Issuer may, in its discretion, withdraw the amount of money on deposit in the 88089\authres.docjEl12288 27 Reserve Account and substitute in its place, a bond reserve insurance policy or unconditional letter of credit as described in (1) or (2) of the preceding paragraph, in the face amount of such withdrawal, and deposit the surplus money so withdrawn into the Construction Fund if the Project is not complete; otherwise, if the Project has been completed, into the Sinking Fund. 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. 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. E. COMPLETION OF FUNDING REQUIREMENT. The Issuer shall not be required to make any further applications or allocations to the Sinking Fund, the Bond Amortization Account or the Reserve Account when 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. F. BALANCE OF REVENUES. Thereafter the balance of any Pledged Funds remaining after the above required payments (including deficiencies for prior payments) have -been made may be used by the Issuer for any lawful purpose, including deposit into the general fund of the Issuer. G. INVESTMENT AND DISPOSITION OF INVESTMENT INCOME. Pledged Funds on deposit in the Revenue Fund, the Sinking Fund, the Bond Amortization Account and the Construction Fund may be invested and reinvested only in Authorized Investments maturing not later than the date on which the money therein will be needed. The Pledged Funds in the Reserve Account may be invested and reinvested in Authorized 88089\authres.doc/El12288 28 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 Pledged Funds in the above Funds and Accounts (excluding the Reserve Account and the Construction Fund) shall be deposited into the Sinking Fund. 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 the Construction Fund shall remain on deposit therein pending completion of the Project, and thereafter shall be deposited into the Sinking Fund. H. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for the credit of the Bond Amortization Account shall be applied to the redemption or open market purchase (at not exceeding the price of par and accrued interest) of Term Bonds in accordance with the mandatory redemption 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. The Issuer shall pay from the Sinking Fund all expenses in connection with such purchase or redemption. SECTION 4.04 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 principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption), if such money were so held at such date, or 5 years after the date of deposit of such money if deposited after such date when all of the Bonds became due and payable, 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 Issuer first publish at least 88089\authres.doc/El12288 29 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, and with respect to the provisions relating to the repayment to the Issuer of the money held for the payment thereof. 88089\authres.doc/El12288 30 ARTICLE V CERTAIN COVENANTS WITH BONDHOLDERS; ADDITIONAL PARITY BONDS; REMEDIES SECTION 5.01 ACCOUNTING RECORDS. The Issuer shall maintain separately identifiable accounting records for the receipt of the Pledged Funds by the use of a fund established in accordance with generally accepted accounting practice, 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. SECTION 5.02 ANNUAL AUDIT. The Issuer shall after the close of each Fiscal Year, cause the books, records and accounts relating to the Pledged Funds to be properly audited by a recognized Accountant, and shall require the Accountant to complete its audit report within 180 days after the close of the Fiscal Year. Such audit shall contain, but not be limited to, the statements required by generally accepted accounting principles applicable to governmental units, and after consultation with bond counsel to the Issuer, a certificate by the Accountant disclosing any breach on the part of the Issuer of any covenant herein. A copy of such annual audit shall be made available, at all reasonable times, for inspection by any Bondholder, upon request therefor, and shall be mailed, postage prepaid, to the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance POlicy). SECTION 5.03 ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce and collect the Pledged Funds herein pledged; will take all reasonable steps, actions and proceedings for the enforcement and collection of such Pledged Funds as shall become delinquent; and will maintain accurate records with respect thereof. All such Pledged Funds herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. SECTION 5.04 NO IMPAIRMENT OF CONTRACT. The Issuer has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. The pledge of 88089\authres.doc/E112288 31 . such Pledged Funds, 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 or by any subsequent act of the Legislature of the state of Florida unless the Issuer shall have provided, or such Legislature shall have made immediately available to the Issuer, such additional or supplemental funds which shall be sufficient to retire such Bonds and the interest thereon in accordance with their terms. SECTION 5.05 REMEDIES. Any trustee (other than the custodial trustee described in Section 4.02A hereof) or any Holder of Bonds issued under the provisions hereof 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 receiver, 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 municipal bond insurer with respect to Bonds which have not been defeased in accordance with the provisions o~ section 6.06 hereof, the lien upon and pledge of the money on deposit from time to time in the Funds and Accounts created and established herein and all covenants and other obligations of the Issuer to the Holders of such Bonds shall continue to exist and the insurer shall be subrogated to the rights of the Holders of such Bonds with respect to the Debt Service Requirements paid or insured by such municipal bond insurer. 88089\authres.doc/El12288 32 SECTION 5.06 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 same source as the Bonds, 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 Pledged Funds. Furthermore, no Additional Parity Bonds, payable on a parity from the Pledged Funds, or applicable portion thereof, with the Bonds, herein authorized, shall be issued except upon the conditions and in the manner provided below. A. There shall have been obtained and filed with the Issuer a certificate of an Accountant: (1) stating that he had compiled or reviewed the books and records of the Issuer relating to the collection and receipt of the Pledged Funds, or applicable portion thereof; (2) setting forth the amount of each component of the Pledged Funds received by the Issuer for 12 months out of the 24 month period immediately preceding the proposed date of delivery of such Additional Parity Bonds with respect to which such certificate is made; and (3) stating that the Pledged Funds for such preceding 12 month period are at least equal to 1.25 times the Maximum Debt Service Requirement to become due in any ensuing Bond Year on the Bonds then outstanding, and that the portion of the Pledged Funds which will secure payment of the principal of and interest on the Additional Parity Bonds proposed to be issued is at least equal to 1.25 times the Maximum Debt Service Requirement to become due in any ensuing Bond Year on such Additional Parity Bonds proposed to be issued. B. Each resolution authorizing the issuance of Additional Parity Bonds will recite that all of the covenants herein contained applicable to the Additional Parity Bonds, will be applicable to such Additional Parity Bonds. C. The Issuer shall not be in breach of the covenants and obligations assumed hereunder, and all payments herein required to have been made into the Funds and Accounts, as provided hereunder, shall have been made to the full extent required. 88089\authres.doc/El12288 33 D. The Issuer shall not be required to comply with the requirements of paragraph A above with respect to any Additional Parity Bonds issued for the sole purpose of refunding a portion of the outstanding Bonds. SECTION 5.07 TAX EXEMPTION. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder, to the extent necessary to preserve the exemption from federal income taxation of the interest on the Bonds. SECTION 5.08 PAYMENT OF BONDS. The Issuer will duly and timely payor cause to be paid from the Pledged Funds 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. If any payment date is not on a business day, then payment will be due on the next succeeding business day. 88089\authres.doc/El12288 34 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 all the Bonds so 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 from the Pledged Funds, 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 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. 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 sold and issued all at one time or in installments from time to time, at public or private sale for 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 88089\authres.doc/El12288 35 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 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 or 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 AUTHORIZED. The County Attorney is hereby authorized, at his option, to institute appropriate proceedings for the validation of the Bonds. 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 applicable portion of the Pledged Funds in favor of the applicable Bondholders shall be no longer in effect. 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, for the sole benefit of the 88089\authres.doc/El12288 36 applicable Bondholders, to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding Bonds, shall be considered "provision for payment." The consent of the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance Policy) shall be required for the use of securities other than Government Obligations for the purposes of this Section 6.06. SECTION 6.07 NOTICES TO BOND INSURER. For the purposes of this Resolution, all notices sent to the Bond Insurer shall be mailed, postage prepaid, to the address set forth in the commitment for the Bond Insurance Policy. SECTION 6.08 REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 6. 09 EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of the Board on November 22, 1988. (SEAL) ::NRO~ ATTESTPANNY L. KOLHAGE, Clerk: Mayor, Board of County Commissioners APP~1':'/,.~ AN)LE<AL~ BY 4 Attorney'.OIftJfr:e 88089\authres.doc/El12288 37