Resolution 640-1988
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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.
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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
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
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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
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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.
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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
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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.
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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
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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).
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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.
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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
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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.
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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,
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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,
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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
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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:
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.
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
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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
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37