Resolution 139-1983
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RESOLUTION NO. 139-1983
A RESOLUTION AUTHORIZING THE ADVANCE
REFUNDING OF THE OUTSTANDING IMPROVEMENT
REVENUE BONDS, SERIES 1981, OF MONROE
COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE
OF NOT EXCEEDING $2,750,000 REFUNDING
IMPROVEMENT REVENUE BONDS, SERIES 1983, OF
MONROE COUNTY, FLORIDA, TO PAY THE COST
'rHEREOF; PROVIDING FOR THE PAYMENT OF THE
BONDS FROM THE RACETRACK AND JAI ALAI
FRONTON FUNDS ALLOCATED ANNUALLY TO THE
COUNTY AND DISTRIBUTED TO THE BOARD OF
COUNTY COMMISSIONERS, AND CERTAIN INVEST-
MENT INCOME OF THE COUNTY; 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 (herein called "Board" and "County,"
respectively) that:
ARTICLE I
STATUTORY AUTHORITY, FINDINGS AND DEFINITIONS
SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This reso-
lution is adopted pursuant to the provisions of Chapter 125,
Florida Statutes, Ordinance No. 1-1981 of the County, and other
applicable provisions 'of law.
SECTION 1. 02
FINDINGS.
It is hereby ascertained,
determined and declared as follows:
A. On August 19, 1981, the County issued its
$1,855,000 Improvement Revenue Bonds, Series 1981, dated July 1,
1981
(herein called "Refunded Bonds") ,
for the purpose of
financing the cost of certain capital improvements in the County.
$1,845,000 of the Refunded Bonds are outstanding.
B. The Refunded Bonds maturing in the year 1993 and
thereafter are redeemable prior to their stated dates of
maturity, at the option of the County, as a whole at any time on
or after July 1, 1992, at a price of par and accrued interest to
the date of redemption, plus the following premiums expressed as
percentages of the par value of the Refunded Bonds so redeemed,
if redeemed during the following years:
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Years (Both Years Inclusive)
Premium
1992
1994
1996
1998
2000
2 1/2%
2%
1 1/2%
1%
1/2%
to
to
to
to
and
1993
1995
1997
1999
thereafter
The Refunded Bonds maturing prior to 1993 are not redeemable
prior to their stated dates of maturity.
C.
Section
2.07
of
Resolution No.
18-1981,
as
supplemented, authorizing the issuance of the Refunded Bonds
(herein called "Refunded Bonds Resolution") provides for notice
of redemption, and such section reads in part as follows:
"Notice of such redemption (a) shall be published at
least thirty days prior to the redemption date in a financial
journal published in the Borough of Manhattan, City and State of
New York; (b) shall be filed with the paying agent; and (c) shall
be mailed, postage prepaid, to all registered owners of Bonds to
be redeemed at their addresses as they appear on the registration
books."
D. Due to current favorable municipal bond market
condi tions, it is in the best interest of the County that the
Refunded Bonds be advance refunded as soon as practicable and
that the outstanding Refunded Bonds be redeemed on July 1, 1992.
The refunding of the Refunded Bonds will benefit the County by
achieving substantial interest cost savings.
E. The estimated maximum cost of such refunding as
above described is a sum of not exceeding $2,750,000, the actual
cost to be determined prior to the delivery of the Bonds herein
authorized.
Such cost shall be paid from the proceeds derived
from the sale of the Bonds, together with certain other funds
available to the County.
An amount sufficient to effect the
refunding will be deposited in irrevocable escrow for the holders
of the Refunded Bonds, and invested in direct obligations of, or
obligations fully guaranteed as to principal and interest by, the
United States of America, none of which permit redemption prior
to maturity at the option of the obligor (hereinafter called
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"Federal Securities"). The principal of and interest on such
Federal Securities will be sufficient to make timely payment of
the principal of and interest on the Refunded Bonds prior to July
1, 1992, and payment of the principal, redemption premium and
interest on the outstanding Refunded Bonds called for redemption
on their July 1, 1992, redemption date.
F. The costs associated with such refunding program
shall be deemed to include legal and financing expenses; expenses
for advertising and printing; expenses for estimates of costs and
of revenues; expenses for computer calculations and
verifications; the fees of fiscal agents, financial advisors or
consu 1 tants, if any; administrative expenses relating solely to
the refunding authorized by this resolution; bond discount; muni-
cipal bond insurance premiums, if any; and such other costs and
expenses as may be necessary or incidental to the financing
herein authorized.
G. The Pledged Funds, as hereinafter defined, are not
pledged or encumbered in any manner, except for the payment of
the Refunded Bonds.
H. 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 as herein provided. The
County shall never be required or compelled to levy ad valorem
taxes on any property within its boundaries to pay the principal
of and interest on the Bonds or to make any of the required
s inking fund, reserve or other payments. The Bonds and the
indebtedness evidenced thereby shall not constitute a lien upon
any other property owned by or located within the territorial
jurisdiction of the County, but shall constitute a lien only upon
the Pledged Funds as herein provided.
I. The Pledged Funds will be sufficient to pay all
principal of and interest on the Bonds to be issued hereunder, as
the same become due, and to make all required sinking fund,
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reserve or other payments required by this resolution.
SECTION 1.03 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 County and such Holders. The covenants
and agreements herein set forth to be performed by the County
shall be for the equal benefit, protection and security of the
legal Holders of any and all of the Bonds and the coupons
attached thereto, all of which shall be of equal rank and without
preference, priority or distinction of any of the Bonds or
coupons over any other thereof, except as expressly provided
therein and herein.
SECTION 1.04
DEFINITIONS.
Unless the context otherwise
requires, the terms defined in this section shall have the
meanings specified in this section. Words importing the singular
number shall include the plural number in each case and vice
versa, and words importing persons shall include firms and
corporations.
A. "Act" shall mean, collectively, Chapter 125,
Florida Statutes, Ordinance No. 1-1981 of the County, and other
applicable provisions of law.
B. "Amortization Installment" with respect to any Term
Bonds shall mean an amount so designated which is established for
the Term Bonds, provided that (1) each such installment shall be
deemed to be due as provided by subsequent resolution of the
Board and shall be in a multiple of $5,000, and (2) the aggregate
of such installments shall equal the aggregate principal amount
of Term Bonds delivered on original issuance.
C. "Authorized Investments" shall mean direct obliga-
tions of the United States of America or obligations uncon-
ditionally guaranteed by the United States; time deposits repre-
sented by certificates of deposit fully secured in the manner
provided by the laws of the State of Florida; repurchase
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agreements for the foregoing obligations, provided such
repurchase agreements are fully collateralized and secured at all
times by such obligations; or any other investments permitted by
Section 125.31, Florida Statutes (1981).
D. "Board" shall mean t.he Board of County Commissioners
of Monroe County, Florida.
E.
"Bonds" shall mean
Series 1983, herein
Improvement
be issued,
the Re funding
authorized to
Revenue
Bonds,
together with any addi tiona 1 parity ob liga tions issued pursuant
to this resolution.
F. "Bond 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 Bonds during such Bond Year, except t.O the
extent that such interest shall have been provided by payments
into the Sinking Fund out of Bond proceeds for a specified period
of time.
(2) The amount required to pay the principa 1 of
Serial Bonds maturing in such Bond Year.
(3) The Amortization Installment for the Term
Bonds during such Bond Year. In computing the Bond Service
Requirement for any Bond Year for the Bonds, the Board shall
assume that an amount of the Term Bonds equal to the Amortization
Installment for the Term Bonds during such Bond Year will be
retired by purchase or redemption in such Bond Year. When deter-
mining the amount of principal of and interest on the Bonds which
mature in any year, for purposes of this resolution, the stated
maturity date of the Term Bonds shall be disregarded, and the
Amortization Installment, if any, applicable to the Term Bonds in
such year shall be deemed to mature in such year.
G. "Bond Year" shall mean the one-year period ending
on a principal maturity date or Amortization Installment due date
for the Bonds.
H. "County" shall mean Monroe County, Florida.
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I. "Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30,
or such other time as may be established by law.
J. "Holder of Bonds" or "Bondholder" or any similar
term shall mean any person who shall be the bearer or owner of
any outstanding Bond or Bonds registered to bearer or not
registered, or the registered owner of any such Bond or Bonds
which shall at the time be registered other than to bearer, or
the bearer of any coupons representing interest accrued or to
accrue on the Bonds.
K. "Maximum Bond Service Requirement" shall mean, as
of any particular date of calculation, the greatest amount of
aggregate Bond Service Requirements for the then current or any
future Bond Year.
L. "Pledged Funds" shall mean, collectively, the
Racetrack Funds, as herein defined, together with the earnings on
money held in the Sinking Fund (including all accounts therein)
established herein.
M. "Racetrack Funds" shall mean the racetrack funds
and jai alai fronton funds accruing annually to the County pur-
suant to Chapters 550 and 551, Florida Statutes, as amended and
supplemented from time to time, and allocated to the Board pur-
suant to Chapter 19260, Laws of Florida (1939).
N. "Refunded Bonds" shall mean the outstanding
Improvement Revenue Bonds, Series 1981, dated July 1, 1981, of
the County.
o. "Refunded Bonds Resolution" shall mean Resolution
No. 18-1981 of the Board, as supplemented, authorizing the
issuance of the Refunded Bonds.
P. "Serial Bonds" shall mean the Bonds which shall be
stated to mature in annual installments.
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Q. "Term Bonds" shall mean t_he Bonds, all of which
shall be stated to mature on one date and which shall be subject
to mandatory redemption by operation of the Bond Amortization
Account.
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 2.01
AUTHORIZATION OF BONDS AND REFUNDING.
Subject and pursuant to the provisions of this resolution, Bonds
of the County to be known as "Refunding Improvement Revenue
Bonds, Series 1983," are hereby authorized to be issued in the
aggregate principal amount of not exceeding $2,750,000, for the
purpose of financing the advance refunding of the Refunded Bonds.
SECTION 2.02
DESCRIPTION OF BONDS.
The Bonds shall be
numbered consecutively from one upward; shall be in the denomina-
tion of $ 5,000 each or integral multiples thereof; shall bear
interest at such rate or rates not exceeding the maximum legal
rate per annum, such interest to be payable semiannually on such
dates as shall be provided by subsequent resolution of the Board;
and shall be dated and shall mature on such dates and in such
years (not later than forty years from their dates of issuance)
and amounts as shall be fixed by subsequent resolution of the
Board.
The Bonds shall be issued ~n coupon form; shall be
payable with respect to both principal and interest at a bank or
banks to be subsequently determined by the Board 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, payable in accordance with and upon surrender of the appur-
tenant interest coupons as they severally mature.
SECTION 2.03
EXECUTION OF BONDS AND COUPONS.
The Bonds
shall be executed in the name of the Board by its Chairman and
countersigned and attested by its Clerk and its official seal or
a facsimile thereof shall be affixed thereto or reproduced
thereon.
The facsimile signatures of such officers may be
imprinted or reproduced on the Bonds, provided that at least one
signature required to be placed thereon shall be manually
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subscribed. If any officer whose signature appears on any Bond
shall cease to be such officer before the delivery of the Bonds,
such signature or facsimile shall nevertheless be valid and suf-
ficient for all purposes as if he or she had remained in office
until such delivery. Any Bond may be signed and sealed on behalf
of the Board by the person who at the actual time of the execu-
tion of such Bond holds the proper office with the Board,
although he or she may not have held such office or may not have
been so authorized at any earlier time.
The COupons attached to the Bonds shall be authenticated
with the facsimile signatures of any present or future Chairman
and Clerk of the Board, and the validation certificate on the
Bonds shall be executed with the facsimile signature of the
Chairman. The Board may adopt and use for such purposes the fac-
simile signatures of any persons who shall have been such offi-
cers at any time on or after the date of adoption of this resolu-
tion, notwithstanding that they may have ceased to be such offi-
cers at the time the Bonds are actually delivered.
SECTION 2.04
NEGOTIABILITY AND REGISTRATION.
The Bonds
may be registered, at the option of the Holder, as to principal
only, on the books of the Board at the office of the Clerk of the
Board, as Registrar, or such other Registrar as may hereafter be
duly appointed, such registration to be noted on the back of the
Bonds in the space provided therefor. After such registration as
to principal only, no transfer of the Bonds shall be valid unless
made at the office of the registered owner or by his duly
authorized agent or representative and similarly noted on the
Bonds, but the Bonds may be discharged from registration by being
in like manner transferred to bearer, and thereupon trans-
ferability by delivery shall be restored.
Holder, the Bonds may thereafer again
At the opt_ion of the
from time to time ,be
registered or transferred to bearer as before. Such registration
as to principal only shall not affect the negotiability of the
coupons which shall continue to pass by delivery. The Board may
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make a reasonab le charge for every such t.ransfer sufficient. to
reimburse it for any expenses incurred by it: provided, however,
that no charge shall be made by the Board for the first transfer
of any Bond from bearer to the regist.ered owner and for t.he first
reconversion from the registered owner to bearer.
SECTION 2.05 BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
If any Bond becomes mutilated, or is destroyed, stolen or lost,
the County may in its discretion issue and deliver a new Bond
with all unmatured coupons at.tached of like tenor as the Bonds
and attached coupons, if any, so mutilated, destroyed, stolen or
lost, in exchange and substitution for such mutilat.ed Bond upon
surrender and cancellation of such mutilat.ed Bond and attached
coupons, if any, or in lieu of and substitution for the Bond and
attached coupons, if any, destroyed, stolen or lost, and upon the
Holder furnishing the Board proof of his or her ownership thereof
and satisfactory indemnity and complying with such other reaso-
nable regulations and conditions as the Board may prescribe and
paying such expenses as the Count.y may incur. All Bonds and
coupons so surrendered shall be cancelled by the Clerk of the
Board. If any of the Bonds or coupons shall have matured or be
about to mature, instead of issuing a substitute Bond or coupon,
the Board may pay the same, upon being indemnified as aforesaid,
and if such Bond or coupon be lost, stolen or destroyed, without
surrender thereof.
Any duplicate Bonds and coupons issued pursuant to this
section shall constitute original, additional contractual obliga-
tions on the part of the County whether or not the lost, stolen
or destroyed Bonds or coupons be at any time found by anyone, and
such duplicate Bonds and coupons shall be entitled to equal and
proportionate benefits and rights as to lien on and source and
security for payment to the same extent as all other Bonds and
coupons issued hereunder.
SECTION 2.06
PROVISIONS FOR REDEMPTION.
The Bonds
shall be subject to redemption prior to their maturity, either
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mandatorily or at the option of the Board, at such times and in
such manner as shall be fixed by subsequent resolut-ion of the
Board prior to delivery of the Bonds.
Notice of such redemption (a) shall be published at
least 30 days prior to the redemption date in a financial journal
published/and or of general circulation in the Borough of
Manhattan, City and State of New York~ (b) shall be filed with
the paying agent~ and (c) shall be mailed, postage prepaid, to
all registered owners of Bonds to be redeemed at their addresses
as they appear on the registration books.
SECTION 2.07
FORM OF BONDS AND COUPONS.
The text of
the Bonds and the interest coupons and the certificate of valida-
tion shall be in substantially the following form, with such
omissions, insertions and variations as may be necessary and
desirable and authorized and permitted by this resolution or by
any subsequent resolution or ordinance adopted prior to the
issuance thereof:
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No. $
UNITED STATES OF fu'1ERICA
STATE OF FLORIDA
COUNTY OF MONROE
REFUNDING IMPROVEMENT REVENUE BOND, SERIES 1983
KNOW ALL MEN BY THESE PRESENTS, that Monroe County,
Florida (hereinafter called "County"), for value received, hereby
promises to pay to the bearer hereof, or, if this Bond be
registered, to the registered holder, as herein provided, on the
1st day of
from the revenues hereinafter
mentioned the principal sum of
THOUSAND DOLLARS
with interest thereon at the rate of
per centum per annum %) until payment of the principal sum,
such interest to the maturity hereof being payable semiannually
on
1 and
1 of each year upon the pres en-
tat ion and surrender of the annexed coupons as they severally
fall due.
Both principal of and interest on this Bond are
payable in lawful money of the United States of America at
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $
of like date, tenor
and effect, except as to number, [denomination, ] maturity and
interest rate, issued to finance the cost of advance refunding
the outstanding Improvement Revenue Bonds, Series 1981, dated
July 1, 1981, of the County, pursuant to the authority of and in
full compliance with the Constitution and Statutes of the State
of Florida, including particularly Chapter 125, Florida Statutes,
Ordinance No. 1-1981 of the County, and other applicable provi-
sions of law, and a resolution duly adopted by the Board of
County Corrunissioners (hereinafter called "Board") of the County
on
1983 (hereinafter called "Resolution"), and is
subject to all the terms and conditions of such Resolution.
This Bond and the coupons appertaining thereto are
payable solely from and secured by a prior lien upon and pledge
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of the racetrack funds and jai alai fronton funds (hereinafter
collecti vely called "Racetrack Funds") accruing annually to the
County pursuant to Chapters 550 and 551, Florida Statutes, as
amended and supplemented from time to time, and allocated to the
Board pursuant to Chapter 19260, Laws of Florida (1939), together
with the earnings on money held in the Sinking Fund (including
all accounts therein) established in the Resolution (hereinafter
collectively called "Pledged Funds").
[Insert Redemption provisions]
Notice of such redemption shall be given in the manner
required by the Resolution.
The County has full power and authority to irrevocably
pledge the Pledged Funds to the payment of the principal of
and interest on the Bonds of this issue. The pledge of such
P-ledged Funds in the manner provided herein shall not be subject
to repeal, modification or impairment by any subsequent resolu-
tion or other proceedings of the Board or by any subsequent act
of the Legislature of Florida, unless the Board or Legislature
makes immediately available to the County such additional or
supplemental funds which shall be sufficient to retire the Bonds
and the interest thereon in accordance with their terms.
Neither this Bond nor the coupons appertaining thereto
shall constitute a general indebtedness of the County within the
meaning of any constitutional or statutory provision or limita-
tion, and neither the faith nor credit of the County is pledged
for their payment. It is expressly agreed by the holder of this
Bond and the coupons appertaining thereto that such holder shall
never have the right to require or compel the exercise of the ad
valorem taxing power of -the County for the payment of the prin-
cipal of or interest on this Bond or the making of any sinking
fund, reserve or other payments required by the Resolution. This
Bond and the indebtedness evidenced thereby shall not constitute
a lien upon any property owned by or within the territorial
jurisdiction of the County, except the Pledged Funds in the
manner above recited.
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It is hereby certified and recited that all acts, con-
ditions and things required to exist, to happen, and to be per-
formed precedent to and in the issuance of this Bond, exist,
have happened, and have been performed in regular and due form,
time and manner as required by the Constitution and laws 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 limitations or
provisions.
This Bond and the coupons appertaining thereto are and
have all the qualities and incidents of a negotiable instrument
under the laws of the State of Florida.
This Bond may be registered as to principal only in
accordance with the provisions endorsed hereon.
IN WITNESS WHEREOF, Monroe County, Florida, has issued
this Bond and has caused the same to be signed by the manual or
facsimile signature of the Chairman of the Board and attested and
countersigned by the manual or facsimile signature of the Clerk
of the Board, and its corporate seal or a facsimile thereof to be
affixed, impressed, imprinted, lithographed or reproduced hereon,
and the interest coupons hereto attached to be executed with the
facsimile signatures of such officers, all as of
1, 1983.
MONROE COUNTY, FLORIDA
(SEAL)
Chairman
ATTESTED AND COUNTERSIGNED:
Clerk
FORM OF COUPON
No. $
Unless the Bond to which this coupon is attached is
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callable and shall have been previously duly, called for prior
redemption and payment thereof duly made or provided for, on the
1st day of , Monroe County, Florida, will pay to
the bearer at , solely from the spe-
cial funds described in the Bond to which this coupon is
attached, the amount shown hereon in lawful money of the United
States of America, upon presentation and surrender of this
coupon, being interest then due on its Refunding Improvement
Revenue Bond, Series 1983, dated 1, 1983, No.
MONROE COUNTY, FLORIDA
(SEAL)
Chairman
ATTESTED AND COUNTERSIGNED:
Clerk
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds which were vali-
dated by judgment of the Circuit Court for Monroe County,
Florida, rendered on , 1983 .
Chairman
PROVISION FOR REGISTRATION
This Bond may be registered in the name of the holder on
the books to be kept by the Clerk of the Board, as Registrar, or
such other Registrar as may hereafter be duly appointed, as to
principal only, such registration being noted hereon by such
Registrar in the registration blank below, after which no
transfer shall be valid unless made on such books by the
registered holder or attorney duly authorized and similarly noted
in the registration blank below, but it may be discharged from
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registration by being transferred to bearer, after which .it shall
be transferable by delivery, but it may be again registered as
before. The registration of this Bond as to principal shall not
• restrain the negotiability of the coupons by delivery.
DATE OF IN WHOSE NAME SIGNATURE OF
REGISTRATION REGISTERED REGISTRAR
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ARTICLE III
SECURITY FOR BONDS ; BONDS NOT GENERAL DEBT OF COUNTY;
ESCROW FUND
SECTION 3 . 01 SECURITY FOR BONDS. The principal of and
interest on the Bonds shall be secured forthwith equally and
ratably by a prior lien upon and a pledge of the Pledged Funds .
The Board hereby irrevocably pledges such funds to the payment of
the principal of and interest on the Bonds.
SECTION 3 . 02 BONDS NOT GENERAL DEBT OF COUNTY. Neither
the Bonds nor coupons appertaining thereto shall constitute a
general indebtedness of the County within the meaning of any
constitutional or statutory provision or limitation, and neither
the faith nor credit of the County shall be pledged for their
payment. No Holder of any Bond or of any coupons appertaining
thereto shall ever have the right to require or compel the exer-
cise of the ad valorem taxing power of the County for the payment
of the principal of or interest on the Bonds or the making of any
sinking fund, reserve or other payments provided for herein. The
Bonds and the indebtedness evidenced thereby shall not constitute
a lien upon any property owned by or within the territorial
jurisdiction of the County, except the Pledged Funds in the
manner herein provided.
SECTION 3. 03 ESCROW FUND. The proceeds derived from
the sale of the Bonds shall be applied as follows :
A. An amount equal to interest accrued on the Bonds
shall be deposited into the Sinking Fund.
B. The balance shall be deposited into a trust fund
which is hereby created and established and designated as the
"Escrow Fund" pursuant to an Escrow Deposit Agreement
(hereinafter called "Agreement" ) , a substantial form of which is
attached hereto as Exhibit A, between the County and a banking
institution qualifying as a depository for county funds, executed
and delivered on the date of delivery of the Bonds. Such amount,
together with the other funds described in the Agreement, shall
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be invested in Federal Securities, the principal of and interest
on which shall be sufficient and shall mature and be payable at
such times as shall be necessary to pay, when due, the principal
of and interest on the Refunded Bonds prior to July 1, 1992, and
on July 1, 1992, the principal of, redemption premium and
interest on the Refunded Bonds then outstanding and called for
redemption on such date.
Such funds shall be held by the escrow holder under the
Agreement and shall be withdrawn, used and applied by the escrow
holder solely for the purposes set forth herein and in the
Agreement.
At the time of execution of the Agreement, the County
shall furnish to the escrow holder named therein appropriate
documentation to demonstrate that the amount being deposited and
the investments to be made will be sufficient for such purpose.
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ARTICLE IV
COVENANTS OF THE BOARD; RIGHTS OF BONDHOLDERS ;
REFUNDING OBLIGATIONS ; REDEMPTION OF REFUNDED BONDS
SECTION 4. 01 COVENANTS OF THE BOARD. For as long as
any of the principal of and interest on any of the Bonds shall be
outstanding and unpaid or until there shall have been set apart
in the Sinking Fund, including the various accounts therein,
herein established, a sum sufficient to pay when due the entire
principal of the Bonds remaining unpaid, together with interest
accrued or to accrue thereon, the Board covenants with the
Holders of each and all of the Bonds as follows :
A. SINKING FUND. The Racetrack Funds shall be depo-
sited as received by the Board into a special fund, hereby
created and designated "Monroe County Refunding Improvement
Revenue Bonds, Series 1983, Sinking Fund" (hereinafter called
"Sinking Fund" ) . All money in the Sinking Fund shall be held in
trust by the County in a depository bank to be subsequently
designated by the Board and applied as hereinafter provided.
B . FLOW OF FUNDS. All money at any time remaining on
deposit in the Sinking Fund shall be applied annually in the
following manner and order of priority for the following
purposes:
(1) First, for the payment of principal and
interest and handling charges thereon becoming due and payable on
the Bonds during the current Bond Year, and for deposit into a
Bond Amortization Account in the Sinking Fund, which Account is
hereby created and established, of Amortization Installments, if
any, and handling charges thereon becoming due and payable on the
Term Bonds during the current Bond Year.
( 2 ) Second, for the establishment and maintenance
of a Reserve Account in the Sinking Fund, which Account is hereby
created and established, in an amount equal to the Maximum Bond
Service Requirement, which amount shall initially be deposited
from the Reserve Account for the Refunded Bonds .
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(3) `thereafter, the balance on hand in the Sinking
Fund may be used by the Board for any lawful purpose.
(4) The money in the Reserve Account shall be
used for the payments provided for in paragraph (1) above whe-
never the other money in the Sinking Fund is insufficient there-
for, and any withdrawals from such Reserve Account shall be
restored from the first money available therefor in the Sinking
Fund after the required payments under paragraph (1) above have
been made or provided for.
( 5) The Board shall not be required to make any
further payments into the Sinking Fund, including the various
accounts therein, when the aggregate amount of funds therein is
at least equal to the aggregate Bond Service Requirement then due
and thereafter to become due on the Bonds then outstanding, the
amount of redemption premium, if any, then due and thereafter to
become due by operation of the Bond Amortization Account, and
handling charges on the Bonds.
(6) The Sinking Fund and the various accounts
therein shall constitute trust funds for the purposes provided
herein for such funds. All such funds shall be continuously
secured in the same manner as county deposits are required to be
secured by the laws of the State of Florida. Money in the
Reserve Account may be invested and reinvested in Authorized
Investments maturing no later than the final maturity on the
Bonds or must otherwise be maintained in cash. . Money in the
Sinking Fund, other than the Reserve Account, may be invested in
Authorized Investments maturing at such time or times as
necessary to meet the requirements of such Fund. Any and all
income received by the Board from such investments shall be depo-
sited into the Sinking Fund.
C . OPERATION OF BOND AMORTIZATION ACCOUNT. Money
held for the credit of the Bond Amortization Account shall be
applied to the retirement of Term Bonds as follows :
( 1) Subject to the provisions of paragraph ( 3 )
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below, the Board shall endeavor to purchase Term Bonds then
outstanding at the most advantageous price obtainable with reaso-
nable diligence, such price not to exceed the principal of such
Term Bonds and the redemption premium which would be applicable
if the money applied to such purchase was otherwise applied to
the redemption of Term Bonds under paragraphs (2 ) or (3 ) below.
The' Board shall pay the interest accrued on such Term Bonds to
the date of delivery thereof from the Sinking Fund and the
purchase price from the Bond Amortization Account, but no such
purchase shall be made by the Board within the period of forty-
five days immediately preceding any interest payment date on
which such Term Bonds are subject to call for redemption, except
from money in excess of the amounts set aside or deposited for
the redemption of Term Bonds .
( 2) Subject to the provisions of paragraph (3 )
below, the Board shall call for redemption on each interest
payment date on which Term Bonds are subject to redemption from
money in the Bond Amortization Account, such amount of Term Bonds
then subject to redemption as will exhaust the money then held
in the Bond Amortization Account as nearly as may be practicable .
Prior to calling Term Bonds for redemption, the Board shall
withdraw from the Sinking Fund and set aside in separate accounts
or deposit with the paying agent the respective amounts required
for paying the interest on the Term Bonds so called for redemp-
tion.
( 3) Money in the Bond Amortization Account shall
be applied by the Board in each Bond Year to the retirement of
Term Bonds then outstanding in the following order:
(a) The Term Bonds to the extent of the
Amortization Installment, if any, for such Bond Year for the Term
Bonds then outstanding; provided, however, that if the Term Bonds
shall not then be subject to redemption from money in the Bond
Amortization Account, and if the Board shall at any time be
unable to exhaust the money applicable to the Term Bonds under
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the provisions of this clause in the purchase of such Term Bonds
under the provisions of paragraph (1) above, such money or the
balance of such money, as the case may be, shall be retained in
the Bond Amortization Account and, as soon as it is feasible,
applied to the retirement of Term Bonds; and
(b) Any balance then remaining, other than
money retained under the first clause of this paragraph, shall
be applied to the retirement of such Term Bonds as the Board in
its sole discretion shall determine, but only, in the case of the
redemption of Term Bonds, in such amounts and on such terms as
may be provided' in this resolution.
The Board shall pay from the Sinking Fund all ex-
penses in connection with any such purchase or redemption.
D. ADDITIONAL OBLIGATIONS . The County will not issue
any other obligations, except upon the conditions and in the
manner provided herein, payable from the Pledged Funds, nor
voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or any other charge having priority to or
being on a parity with the lien of the Holders of the Bonds upon
the Pledged Funds, or any part thereof. Any other obligations
issued by the County payable from any part of the Pledged Funds,
in addition to the Bonds authorized by this resolution or addi-
tional parity obligations provided for in Subsection E below,
shall contain an express statement that such obligations are
junior and subordinate in all respects to the Bonds issued pur-
suant to this resolution as to lien on and source and security
for payment from the Pledged Funds .
E. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No addi-
tional parity obligations payable on a parity with the Bonds from
any part of the Pledged Funds shall be issued after the issuance
of any Bonds, except under the following conditions and in the
same manner herein provided:
(1 ) There shall have been obtained and filed with
the Board a certificate of an independent certified public
accountant of suitable experience and responsibility: (a)
stating that he had audited the books and records of the Board
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relating to the collection and receipt of the Racetrack Funds;
(b) setting forth the amount of Racetrack Funds received by the
Board for the two fiscal years immediately preceding the date of
delivery of such additional parity obligations with respect to
which such certificate is made; and (c) stating that the average
annual Racetrack Funds for such two preceding fiscal years is at
least equal to the sum of 1. 25 times the Maximum Bond Service
Requirement to become due in any ensuing Bond Year on the Bonds
then outstanding and the additional parity obligations proposed
to be issued.
(2) The County is not in default under any of the
covenants, terms or provisions in this resolution, and all
payments required by this resolution to be made into the funds
and accounts established hereunder shall have been made to the
full extent required.
F. REMEDIES. Any Holder of Bonds, or of any coupons
appertaining thereto, issued under the provisions of this .resolu-
tion, may either by suit, action, mandamus or other proceedings
in any court of competent jurisdiction, protect and enforce any
and all rights under the laws of the State of Florida or granted
and contained in the Act and this resolution, and may enforce and
compel the payment of all sums and the performance of all duties
required by this resolution or by any applicable statutes to be
performed by the Board, or by an officer thereof, including, but
not being limited to, the application and distribution of the
Pledged Funds in the manner provided in this resolution.
G. BOOKS AND RECORDS. The Board shall keep books and
records of the receipt of all Pledged Funds received by it,
which such books and records shall be kept separate and apart
from all other books, records and accounts of the Board, and any
Holder shall have the right at all reasonable times to inspect
the same.
H. ANNUAL AUDIT. The Board shall, at least once a
year, cause the books, records and accounts relating to the
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.
Pledged Funds to be properly audited by the State Auditor General
or by an independent firm of certified public accountants .
I . NO IMPAIRMENT OF CONTRACT. The County 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 the Pledged Funds in the manner provided herein shall
not be subject to repeal, modification or impairment by any sub-
sequent resolution or other proceedings of the Board or by any
subsequent act of the Legislature of Florida, unless the Board or
Legislature makes immediately available to the County additional
or supplemental funds which shall be sufficient to retire the
Bonds and the interest thereon in accordance with their terms .
The Board shall take all actions and pursue such legal remedies
which may be available to it either in law or in equity to pre-
vent or cure any default or impairment within the meaning of this
Subsection I.
J. 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 com-
monly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues
and assets of the County for certain purposes and to establish
certain priorities for application of such revenues and assets as
herein provided.
K. APPLICATION OF REFUNDED BONDS FUNDS AND ACCOUNTS.
Except as otherwise provided by this resolution, all money in the
funds and accounts created by the Refunded Bonds Resolution,
except the Construction Trust Fund, may, in the discretion of the
Board, be transferred to and deposited in like funds and accounts
created by this resolution or may be used by the County, in whole
or in part, to effect the refunding of the Refunded Bonds.
L. ARBITRAGE. No use will be made of the proceeds of
the Bonds or the Pledged Funds which, if reasonably expected on
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the . date of issuance of the Bonds, would cause the same to be
"arbitrage bonds" within the meaning of the Internal Revenue Code
of 1954. The County, at all times while the Bonds and interest
thereon are outstanding, will comply with the requirements of
Section 103 (c) of the Internal Revenue Code of 1954 and any valid
and applicable rules and regulations promulgated thereunder.
. SECTION 4. 02 RIGHTS OF BONDHOLDERS . The Holders of the
Bonds shall have no responsibility for the application and use of
the proceeds received from the sale thereof, and the application
and use of such proceeds by the Board shall in no way affect the
rights of the Bondholders . The Board shall be irrevocably
obligated, upon receipt thereof, to use the Pledged Funds pledged
hereunder to pay the principal of and interest on the Bonds and
to make all reserve and other payments provided for herein, not-
withstanding any failure of the Board to apply such Bond proceeds
in the manner provided herein.
SECTION 4. 03 REFUNDING OBLIGATIONS. All of the Bonds
originally issued pursuant to this resolution, then outstanding,
may be refunded as a whole or in part and the lien on the Pledged
Funds pledged hereunder for the refunded obligations shall be
fully preserved for the refunding obligations to the extent per-
mitted by applicable law.
The holders of any refunding obligations issued pursuant
to the provisions of this section shall have and be entitled to
the same lien on the Pledged Funds pledged hereunder and all
rights, privileges and remedies which are granted to and vested
by this resolution or any resolution supplemental thereto in the
Holders of the Bonds so refunded, to the same extent and as
fully as if such refunding obligations constituted the Bonds
refunded. All of the covenants, agreements and provisions in
this resolution shall refer to and apply fully to any refunding
obligations issued hereunder, to the extent not inconsistent with
the provisions of the resolution authorizing the issuance of such
refunding obligations .
SECTION 4. 04 DEFEASANCE. If, at any time, the Board
shall have paid, or shall have made provision for payment of, the
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principal, interest and redemption premiums, if any, with respect
to the Bonds, then, and in that event, the pledge of and lien on
the Pledged Funds in favor of the Holders of the Bonds shall be
no longer in effect. For purposes of the preceding sentence,
deposit of Federal Securities in irrevocable trust with a banking
institution or trust company, for the sole benefit of the
Bondholders, the principal of and interest on which, when
received, will be sufficient to make timely payment of the
principal, interest, and redemption premiums, if any, on the
outstanding Bonds, shall be considered "provision for payment. "
Nothing herein shall be deemed to require the Board to call any
of the outstanding Bonds for redemption prior to maturity pur-
suant to any applicable optional redemption provisions, or to
impair the discretion of the Board in determining whether to
exercise any such option for early redemption.
SECTION 4. 05 REDEMPTION OF REFUNDED BONDS. The Refunded
Bonds maturing after July 1, 1992, are hereby called for
redemption, as a whole, as of July 1, 1992, at a price of par
plus accrued interest to July 1, 1992, plus a premium equal to
2 1/2% of the principal amount of the Refunded Bonds to be so
redeemed. The Notice of Redemption of such Refunded Bonds shall
be in substantially the following form:
NOTICE OF REDEMPTION
MONROE COUNTY, FLORIDA
• IMPROVEMENT REVENUE BONDS, SERIES 1981
DATED JULY 1, 1981
NOTICE IS HEREBY GIVEN, for and on behalf of Monroe
County, Florida, that all of the outstanding Improvement Revenue
Bonds, Series 1981, dated July 1, 1981, which mature after July
• 1, 1992, in the aggregate principal amount of $1, 665, 000, and are
redeemable on July 1, 1992, at the option of the County, at the
redemption price of the principal amount of each , bond to be
redeemed, together with interest accrued thereon to the date
fixed for redemption, plus a premium equal to 2 1/2% of the prin-
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cipal amount of such bonds to be redeemed, will be redeemed on
July 1, 1992.
Payment of the redemption price, plus accrued interest,
of such bonds will be made on such July 1, 1992, redemption date,
at the office of Florida National Bank of Miami, Miami, Florida,
the paying agent for the bonds, upon surrender thereof. The
principal of and interest on the bonds maturing on such redemp-
tion date will be paid in the usual manner. Interest on such
bonds being redeemed will cease to accrue from and after such
redemption date.
DATED this day of , 19
MONROE COUNTY, FLORIDA
By
Chairman, Board of County
Commissioners
The escrow holder under the Agreement is hereby instructed and
directed at least 30 days prior to such redemption date to
publish at least once in the name of the County, such Notice of
Redemption in a financial journal published in the Borough of
Manhattan, City and State of New York; to file such Notice of
Redemption with the paying agent for the Refunded Bonds; and to
mail such Notice of Redemption, postage prepaid, to all regis-
tered owners of Refunded Bonds to be redeemed, at their addresses
as they appear on the registration books. If the ownership of
all the Refunded Bonds to be redeemed can be determined as of the
proposed date of publication of such Notice of Redemption, and
the holders of all the Refunded Bonds to be redeemed waive publi-
cation of such Notice of Redemption, the escrow holder shall not
publish such Notice of Redemption.
The provisions of this section shall not take effect
until the Bonds have been issued pursuant to this resolution.
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ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5. 01 MODIFICATION OR AMENDMENT. No material
modification or amendment of this resolution or of any resolution
amendatory hereof or supplemental hereto, may be made without the
consent in writing of the Holders of 51% or more in aggregate
principal amount of the Bonds then outstanding or the Holders of
all the Bonds to be affected by such modification or amendment;
provided, however, that no modification or amendment shall permit
a change in the maturity of such Bonds, or a reduction in the
rate of interest thereon or in the amount of the principal
obligation, or affect the unconditional promise of the Board to
collect the Pledged Funds, as herein provided, or to pay the
principal of and interest on the Bonds as the same shall become
due from such Pledged Funds, or reduce such percentage of holders
of such Bonds, required above, for such modification or
amendments, without the consent of the holders of all of such
Bonds.
SECTION 5. 02 SEVERABILITY. If any one or more of the
covenants, agreements or provisions of this resolution 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 separate from the remaining
covenants, agreements or provisions, and in no way affect the
validity of all the other provisions of this resolution or of the
Bonds or coupons issued thereunder.
SECTION 5. 03 VALIDATION AUTHORIZED. The attorney for
the County is hereby authorized and directed to institute
appropriate proceedings in the Circuit Court for Monroe County,
Florida, for the validation of the Bonds .
SECTION 5. 04 SALE OF BONDS . The Bonds shall be issued
and sold at one time or in installments from time to time at such
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price or prices consistent with the Act as the Board shall
hereafter determine by resolution. -
SECTION 5. 05 REPEAL OF INCONSISTENT RESOLUTIONS. All
-resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5. 06 EFFECTIVE DATE. This resolution shall
take effect immediatley upon its adoption.
Passed and adopted by the Board of County Commissioners
of Monroe County, Florida, at a special meeting of the Board held
on May 17, 1983.
(SEAL)
MONROE COUNTY, FLORIDABB
Atte • ("7 411,‘
By ® )11 .'9>'w m
C rman, oard of County
issioners
'lerk, Board of County
Commissioners
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A _
C.
EXHIBIT A
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of
1, 1983, is by and between MONROE COUNTY, FLORIDA (the "Issuer" ) ,
and
Florida, a banking corporation organized under the laws of the
State of Florida, as Escrow Holder (the "Escrow Holder" ) ;
BACKGROUND FACTS:
1. The Issuer has previously authorized and issued its
Improvement Revenue Bonds, Series 1981, dated July 1, 1981,
hereinafter defined as the "Refunded Bonds, " as to which the
current aggregate Debt Service (as hereinafter defined) is set
forth on Schedule A.
2. The Issuer has determined to provide for payment of
the current total debt service of the Refunded Bonds, on and-
prior to their redemption, by depositing with the Escrow Holder
cash and Federal Securities, the principal of and interest on
which will be at least equal to such sum.
3. In order to obtain the funds -needed for such
purpose, the Issuer has authorized and is , concurrently with the
delivery of this Agreement, issuing certain Refunding Bonds more
fully described herein.
AGREEMENT:
In consideration of the mutual covenants and agreements
herein contained, the Issuer and the Escrow Holder agree as
follows:
Section 1 . Definitions. As used herein, the following
terms mean:
(a) "Aggregate Debt Service" means, as of any date, the
sum of the Annual Debt Service then remaining unpaid with
respect to the Refunded Bonds.
(b) "Agreement" means this Escrow Deposit Agreement.
(c) "Annual Debt Service" means, in any year, the prin-
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V
cipal of, applicable redemption premium, and interest on the
Refunded Bonds coming due in such year as shown on Schedule A
• attached hereto and hereby made a part hereof.
(d) "Call Date" means , the date on
which the outstanding Refunded Bonds, maturing on and after July
1, , have been called for redemption pursuant to the 1983
Resolution.
(e) "Escrow Fund" means the Escrow Fund, created and
established by the 1983 Resolution, and held by the Escrow Holder
pursuant to this Agreement, in which cash and investments will be
held for payment of the Refunded Bonds .
( f) "Escrow Holder" means
, Florida.
(g) "Escrow Requirement" means, as of any date of
calculation, the sum of an amount in cash and principal amount of
Federal Securities in the Escrow Fund which, together with the
interest due on the Federal Securities , will be sufficient to
pay, as the installments thereof become due, the Aggregate Debt
Service.
(h) "Expenses" means the expenses of the Issuer
resulting from the execution of this Agreement, including, but
not limited to, the fees and expenses of the Escrow Holder.
( i) "Federal Securities" means direct obligations of
the United States of America and/or obligations the principal of
and interest on which are fully guaranteed by the United States
of America, none of which permit redemption prior to maturity at
the option of the obligor.
( j ) "Issuer" means Monroe County, Florida.
(k) "Refunded Bonds" means the outstanding Improvement
Revenue Bonds, Series 1981, dated July 1, 1981, of the Issuer.
(1) "Refunding Bonds" means the Refunding Improvement
Revenue Bonds, Series 1983, of the Issuer, authorized by the 1983
Resolution, hereinafter defined.
(m) "1983 Resolution" means the resolution adopted by
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the Board of County Commissioners of the Issuer on
1983, as amended and supplemented from time to time, authorizing
the issuance of the Refunding Bonds.
Section 2 . Deposit of Funds : The Issuer hereby depo-
sits $ with the Escrow Holder in immediately
available funds, to be held in irrevocable escrow by the Escrow
Holder and applied solely as provided in this Agreement. The
Issuer represents that:
(a) Such funds are all derived from the net proceeds of
the Refunding Bonds and the Sinking Fund for the Refunded Bonds.
(b) Such funds, when invested in the Federal Securities
set forth on Schedule B attached hereto, will be, together with
the principal amount of such Federal Securities and the interest
due thereon, at least equal to the Escrow Requirement as of the
date of such deposit.
Section 3 . Use and Investment of Funds . The Escrow
Holder acknowledges receipt of the sum described in Section 2 and
agrees:
(a) to hold the funds in irrevocable escrow during the
term of this Agreement,
(b) to immediately invest $ of such funds by
the purchase of the Federal Securities set forth on Schedule B
attached hereto,
(c) to deposit the sum of $100. 00 in cash in the Escrow
Account,
(d) to deposit, as received, all receipts of maturing
principal of the Federal Securities and all receipts of interest
and other income in the Escrow Fund.
Section 4. Payment of Bonds and Expenses .
(a) Refunded Bonds. On each interest payment date for
the Refunded Bonds, the Escrow Holder shall pay to the paying
agent for the Refunded Bonds, from the cash on hand in the Escrow
Fund, a sum sufficient to pay that portion of the Annual Debt
Service coming due on such date as shown on Schedule A.
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(b) Expenses. The Issuer shall pay the Expenses, as
they become due ,and payable, from legally available funds of the
Issuer.
(c) Surplus . Upon termination of this Agreement, the
Escrow Holder shall pay to the Issuer any remaining cash in the
Escrow Fund in excess of the Escrow Requirement.
(d) Lien on Funds. The holders of the Refunded Bonds
shall have an express first lien on the funds and Federal
Securities in the Escrow Fund until such funds and Federal
Securities are used and applied in this Agreement.
Section 5. Reinvestment.
(a) Except as provided in Section 3 and in this
Section, the Escrow Holder shall have no power or duty to invest
any funds held under this Agreement or to sell, transfer or
otherwise dispose of or make substitutions of the Federal
Securities held hereunder.
(b) At the request of the Issuer and upon compliance
with the conditions hereinafter stated, the Escrow Holder shall
sell, transfer, otherwise dispose of or request the redemption of
any of the Federal Securities acquired hereunder and shall either
purchase Refunded Bonds or substitute other Federal Securities
for such Federal Securities . The Issuer will not request the
Escrow Holder to exercise any of the powers described in the pre-
ceding sentence in any manner which, if such exercise had been
reasonably expected on the date of issuance of the Refunding
Bonds, would have caused such issue to be "arbitrage bonds"
within the meaning of Section 103(c) of the Internal Revenue Code
of 1954, as amended, and the regulations thereunder in effect on
the date of such request and applicable to obligations issued on
the issue date of the Refunding Bonds. The transactions may be
effected only if (i) an independent certified public account
shall certify that the cash and principal amount of Federal
Securities remaining on hand after the transactions are
completed, together with the interest due thereon, will be not
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1
less than the Escrow Requirement, and (ii) the Escrow Holder
shall receive an unqualified opinion from a nationally recognized
bond counsel to the effect that the transactions, if they had
been reasonably expected on the issue date of the Refunding
bonds, would not have caused such Bonds to be "arbitrage bonds"
within the meaning of Section 103 (c) of the Internal Revenue Code
of 1954, as amended, and the regulations thereunder in effect on
the date of the transactions and applicable to obligations issued
on such date.
Section 6. Redemption of Refunded Bonds . The Escrow
Holder agrees to perform the duties required of it by the 1983
Resolution in regard to the redemption of the Refunded Bonds.
Section 7 . Indemnity. The Issuer hereby assumes liabi-
lity for, and hereby agrees (whether or not any of the transac-
tions contemplated hereby are consummated) to indemnify, protect,
save and keep harmless the Escrow Holder and its respective
successors, assigns, agents and servants, from and against any
and all liabilities, obligations, losses , damages, penalties,
claims, actions, suits , costs, expenses and disbursements
(including legal fees and disbursements) of whatsoever kind and
nature which may be imposed on, incurred by, or asserted against
at any time, the Escrow Holder (whether or not also indemnified
against the same by the Issuer or any other person under any
other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Agreement, the
maintenance of the Escrow Fund, the acceptance of the funds and
securities deposited therein, the purchase of the Federal
Securities, the retention of the Federal Securities or the pro-
ceeds thereof and any payment, transfer or other application of
funds or securities by the Escrow Holder in accordance with the
provisions of this Agreement; provided, however, that the Issuer
shall not be required to indemnify the Escrow Holder against its
own negligence or misconduct. In no event shall the Issuer be
liable to any person by reason of the transactions contemplated
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e
hereby other than to the Escrow Holder as set forth in this
Section. The indemnities contained in this section shall survive
the termination of this Agreement.
Section 8. Responsibilities of Escrow Holder. The
Escrow Holder and its respective successors, assigns, agents and
servants shall not be held to any personal liability whatsoever,
in tort, contract, or otherwise, in connection with the execution
and delivery of this Agreement, the maintenance of the Escrow
Fund, the acceptance of the funds deposited therein, the purchase
of the Federal Securities, the retention or other application of
money or securities by the Escrow Holder in accordance with the
provisions of this Agreement or by reason of any non-negligent
act, omission or error of the Escrow Holder made in good faith in
the conduct of its duties . The Escrow Holder shall, however, be
liable to the Issuer for its negligent or willful acts, omissions
or errors which violate or fail to comply with the terms of this
Agreement. The duties and obligations of the Escrow Holder shall
be determined by the express provisions of this Agreement. The
Escrow Holder may consult with counsel, who may or may not be
counsel to the Issuer, and in reliance upon the opinion of such
counsel shall have full and complete authorization and protection
in respect of any action taken, suffered or omitted by it in good
faith in accordance therewith. Whenever the Escrow Holder shall
deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action
under this Agreement, such matter may be deemed to be conclusi-
vely established by a certificate signed by an authorized officer
of the Issuer.
Section 9. Resignation of Escrow Holder. The Escrow
Holder may resign and thereby become discharged from the duties
and obligations hereby created, by notice in writing given to the
Issuer and published once in a newspaper of general circulation
published in the territorial limits of the Issuer, and in a daily
newspaper of general circulation or a financial journal published
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E• Q, 6
and/or of general circulation in the Borough of Manhattan, City
and State of New York, not less than 60 days before such resigna-
tion shall take effect. Such resignation shall take effect imme-
diately upon the appointment of a new Escrow Holder hereunder, if
such new Escrow Holder shall be appointed before the time limited
by such notice and shall then accept the duties and obligations
thereof.
Section 10. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than 51% in aggregate principal amount of the
Refunded Bonds then outstanding, such instruments to be filed
with the Issuer, and notice in writing given by such holders to
the original purchaser or purchasers of the Refunding Bonds and
published once in a newspaper of general circulation published in
the territorial limits of the Issuer, and in a daily newspaper of
general circulation or a financial journal published and/or of
general circulation in the Borough of Manhattan, City and State
of New York, not less than 60 days before such removal is to take
effect as stated in such instrument or instruments . A pho-
tographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to
the Escrow Holder.
(b) The Escrow Holder may also be removed at any time
for any breach of trust or for acting or proceeding in violation
of, or for failing to act or proceed in accordance with, any pro-
visions of this Agreement with respect to the duties and obliga-
tions of the Escrow Holder, by any court of competent jurisdic-
tion upon the application of the Issuer or the holders of not
less than 5% in aggregate principal amount of the Refunded Bonds
then outstanding.
Section 11. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall
resign, be removed, be dissolved or otherwise become incapable of
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acting, or shall be taken over by any governmental official,
agency, department or board, the position of Escrow Holder shall
thereupon become vacant. If the position of Escrow Holder shall
become vacant for any of the foregoing reasons or for any other
reason, the Issuer shall, but only with the written approval of
the original purchaser of the Refunding Bonds, or the corporate
successor or successors of the original purchaser, which approval
shall not be unreasonably withheld, appoint an Escrow Holder to
fill such vacancy. The Issuer shall publish notice of any such
appointment once in a newspaper of general circulation published
in the territorial limits of the Issuer and in a daily newspaper
of general circulation or a financial journal published and/or of
general circulation in the Borough of Manhattan, City and State
of New York, and, before the second publication of such notice,
shall mail a copy thereof to the original purchaser or purchasers
of the Refunding Bonds .
(b) At any time within one year after such vacancy
shall have occurred, the holders of 51% in aggregate principal
amount of the Refunded Bonds then outstanding, by an instrument
or concurrent instruments in writing, executed by such
bondholders and filed with the governing body of the Issuer, may
appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the Issuer. Photographic
copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow Holder
so appointed by the bondholders .
(c) If no appointment of a successor Escrow Holder
shall be made pursuant to the foregoing provisions of this
section, the holder of any Refunded Bond then outstanding, or any
retiring Escrow Holder may apply to any court of competent
jurisdiction to appoint a successor Escrow Holder. Such court
may thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Escrow Holder.
Section 12. Term. This Agreement shall commence upon
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its execution and delivery and shall terminate when the Refunded
Bonds and coupons applicable thereto have been paid and
discharged in accordance with the proceedings authorizing the
Refunded Bonds .
Section 13 . Severability. If any one or more of the
covenants or agreements provided in this Agreement on the part of
the Issuer or the Escrow Holder to be performed should be deter-
mined by a court of competent jurisdiction to be contrary to law,
such covenant or agreements herein contained shall in no way
affect the validity of the remaining provisions of this
Agreement.
Section 14. Counterparts . This Agreement may be exe-
cuted in several counterparts, all or any of which shall be
regarded for all purposes as duplicate originals and shall
constitute and be but one and the same instrument.
Section 15. Governing Law. This Agreement shall be
construed under the laws of the State of Florida.
EXECUTION:
The parties hereto have caused this Agreement to be exe-
cuted by their duly authorized officers and their corporate seals
to be hereunto affixed and attested as of the date first above
written.
MONROE COUNTY, FLORIDA
(Seal)
By
Attested and Countersigned: Chairman, Board of County
Commissioners
Clerk, Board of County
Commissioners
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(Corporate Seal) Escrow Holder
Attest: 1 By
Vice President and Trust Officer
Authorized Officer
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