Resolution 170-1993
RESOLUTION NO. 170 -1993
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA, PROVIDING FOR THE
ADVANCE REFUNDING OF THE OUTSTANDING IMPROVEMENT
REVENUE BONDS, SERIES 1988A AND SERIES 1988B, OF
THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $7,500,000 REFUNDING REVENUE BONDS,
SERIES 1993, OF THE COUNTY 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 2l8,
Part II, and Section l25.01(l)(r), Florida Statutes, and other
applicable provisions of law; and will constitute an amendment of
the Refunded Bonds Resolution to the extent its provisions are
changed by this Resolution. Sullivan v. City of Tampa, 134 So.
211, 218 (Fla. 1931).
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. ~
~ ~-
the indepen~nt certifie~
public accountants ~t the
the provisions ot: thi~
the duties t~osed -<=en the
A. "Accountant" shall mean
public accountant or firm of certified
time employed by the Issuer under
Resolution to perform and carry out
Accountant by this Resolution.
::9
:'-.)
B. "Act" shall mean, collectively, Chap.ter 21&:, Part
II, and Section 125.01(1)(r), Florida Statutes, anff' other
applicable provisions of law.
C. "Additional Parity
obligations of the Issuer which
applicable portion of the Pledged
applicable respects with the Bonds
Bonds" shall mean additional
have an equal lien on the
Funds and rank equally in all
initially issued hereunder.
D. "Alternate Credit Facility" shall mean any bond
reserve insurance policy (excluding the Reserve Policy) or letter
of credit, as applicable, which complies with the Alternative
Credit Facility Criteria.
E. "Alternate Credit Facility Criteria" shall mean the
following conditions with respect to an Alternate Credit
Facility:
(1) An insurance policy issued to the paying agent, as
agent of the Bondholders, by a municipal bond insurer
licensed to issue an insurance policy guaranteeing
the timely payment of debt service on the Bonds may
be deposited in the Reserve Account to meet the
Reserve Account Requirement if the claims paying
ability of the issuer thereof shall be rated "AAA" or
"Aaa" by standard & Poor's Corporation, New York, New
York ("S&P"), or Moody's Investors Service, New York,
New York ("Moody's"), respectively.
(2) An insurance policy issued to the paying agent, as
agent of the Bondholders, by an entity other than a
municipal bond insurer, may be deposited in the
Reserve Account to meet the Reserve Account
Requirement if the form and substance of such
instrument and the issuer thereof shall be approved
by FGIC.
(3) An unconditional irrevocable letter of credit issued
to the paying agent, as agent of the Bondholders, by
a bank may be deposited in the Reserve Account to
meet the Reserve Account Requirement if the issuer
thereof is rated at least "AA" by S&P. The letter of
credit shall be payable in one or more draws upon
presentation by the beneficiary of a sight draft
accompanied by its certificate that it then holds
insufficient funds to make a required payment of
principal of or interest on the Bonds. The draws
shall be payable within 2 days of presentation of the
sight draft. The letter of credit shall be for a
term of not less than 3 years and shall be subject to
an "evergreening" feature so as to provide the Issuer
with at least 30 months notice of termination. The
issuer of the letter of credit shall be required to
notify the Issuer and the paying agent for the Bonds,
not later than 30 months prior to the stated
expiration date of the letter of credit, as to
whether such expiration date shall be extended, and
if so, shall indicate the new expiration date. If
such notice indicates that the expiration date shall
not be extended, the Issuer shall deposit in the
Reserve Account an amount sufficient to cause the
cash or Authorized Investments on deposit in the
Reserve Account together with any other qualifying
2
3247/MON59010/AA4
3247/MON59010/AA4
----------'",..~_........_---...._.__.-.-
credit instruments, to equal the Reserve Account
Requirement on all outstanding Bonds, such deposit to
be paid in equal installments on at least a
semiannual basis over the remaining term of the
letter of credit, unless the letter of credit is
replaced by an Alternate Credit Facility meeting the
requirements in any of paragraphs (1), (2) or (3)
above. The letter of credit shall permit a draw in
full prior to its expiration or termination, if it
has not been replaced or renewed. The paying agent
for the Bonds shall draw upon the letter of credit
prior to its expiration or termination, unless an
acceptable replacement is in place or the Reserve
Account is fully funded in its required amount.
(4) The use of any Alternate Credit Facility pursuant to
this Resolution shall be subject to receipt of an
opinion of counsel acceptable to FGIC in form and
substance satisfactory to FGIC as to the due
authorization, execution, delivery and enforceability
of such instrument in accordance with its terms,
subject to applicable laws affecting creditors"
rights generally, and, in the event the issuer of
such credit instrument is not a domestic entity, an
opinion of foreign counsel in form and substance
satisfactory to FGIC. In addition, the use of an
irrevocable letter of credit shall be subject to
receipt of an opinion of counsel acceptable to FGIC
in form and substance satisfactory to FGIC to the
effect that payments under such letter of credit
would not constitute avoidable preferences under
Section 547 of the U.S. Bankruptcy Code or similar
state laws with avoidable preference provisions in
the event of the filing of a petition for relief
under the U.S. Bankruptcy Code or similar state laws,
by or against the Issuer (or any other account party
under the letter of credit).
(5) The obligation to reimburse the issuer of an
Alternate Credit Facility for any fees or expenses or
claims or draws upon such Alternate Credit Facility
shall be subordinate to the payment of Debt Service
Requirements. The right of the issuer of an
Alternate Credit Facility to payment or reimbursement
of its fees and expenses shall be subordinated to
cash replenishment of the Reserve Account, and,
subject to the second succeeding sentence, its rights
to reimbursement for claims or draws shall be on a
parity with the cash replenishment of the Reserve
Account. The Alternate Credit Facility shall provide
for a revolving feature under which the amount
available thereunder will be reinstated to the extent
of any reimbursement of draws or claims paid. If the
revolving feature is suspended or terminated for any
3
3247/MON59010/AA4
reason, the right of the issuer of the Alternate
Credit Facility to reimbursement will be further
subordinated to cash replenishment of the Reserve
Account to an amount equal to the difference between
the full original amount available under the
Alternate Credit Facility and the amount then
available for further draws or claims. In the event
(a) the issuer of an Alternate Credit Facility
becomes insolvent, or (b) the issuer of an Alternate
Credit Facility defaults in its payment obligations
thereunder, or (c) the claims paying ability of the
issuer of the insurance policy falls below "AAA" or
"Aaa," by S&P or Moody's, respectively, or (d) the
rating of the issuer of the letter of credit falls
below "AA" by S&P, the obligation to reimburse the
issuer of the Alternate Credit Facility shall be
subordinate to the cash replenishment of the Reserve
Account.
(6) In the event (a) the revolving reinstatement feature
described in the preceding paragraph is suspended or
terminated, or (b) the rating of the claims paying
ability of the issuer of the insurance policy falls
below "AAA" or "Aaa, " by S&P or Moody's,
respectively, or (c) the rating of the issuer of the
letter of credit falls below "AA" by S&P, the Issuer
shall either (i) deposit into the Reserve Account an
amount sufficient to cause the cash or Authorized
Investments on deposit in the Reserve Account to
equal the Reserve Account Requirement on all
outstanding Bonds, such amount to be paid over the
ensuing 5 years in equal installments deposited at
least semiannually or (ii) replace such instrument
with an insurance policy or letter of credit meeting
the requirements in any of paragraphs (l), (2) or (3)
above within 6 months of such occurrence. In the
event (a) the rating of the claims-paying ability of
the issuer of the insurance policy falls below "A,"
or (b) the rating of the issuer of the letter of
credit falls below "A," or (C) the issuer of the
Alternate Credit Facility defaults in its payment
obligations thereunder, or (d) the issuer of the
Alternate Credit Facility becomes insolvent, the
Issuer shall either (i) deposit into the Reserve
Account an amount sufficient to cause the cash or
Authorized Investments on deposit in the Reserve
Account to equal to Reserve Account Requirement on
all outstanding Bonds, such amount to be paid over
the ensuing year in equal installments on at least a
monthly basis, or (ii) replace such instrument with
an Alternate Credit Facility meeting the requirements
in any of paragraphs (l), (2) or (3) above within 6
months of such occurrence.
4
(7) Where applicable, the amount available for draws or
claims under the Alternate Credit Facility may be
reduced by the amount of cash or Authorized
Investments deposited in the Reserve Account pursuant
to clause (i) of the preceding paragraph (6).
F. "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.
G. "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 Insurante Corporation ("FDIC");
(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 of FDIC 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 and is a "qualified public depository" under the laws of
the State of Florida; or with any broker or dealer registered
5
3247/MON59010/AA4
with the Securities Exchange Commission and subject 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 S&P or Moody's; provided, that (a) to
the extent not insured by FDIC, the repurchase or investment
agreements are secured by those securities described in
paragraphs (l) 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 (l) 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 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.
H. "Board" shall mean the Board of County Commissioners
of the Issuer.
I. "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.
J. "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.
K. "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.
6
3247/MON59010/AA4
L. "Bonds" shall mean the Refunding Revenue Bonds,
Series 1993, herein authorized to be issued, together with any
Additional Parity Bonds hereafter issued under the terms,
conditions and limitations contained herein.
M. "Bond Year" shall mean the one year period ending on
a principal maturity date or Amortization Installment due date
for the Bonds.
N. "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.
Q. "Code" shall mean the Internal Revenue Code of 1986,
as amended, together with the valid and applicable regulations
and proposed and temporary regulations thereunder, and, if
applicable, under the Internal Revenue Code of 1954, as amended;
and any successor provisions.
P. "Compounded Amounts" with respect to any Capital
Appreciation Bonds, shall mean the amounts so designated in a
subsequent resolution of the Board, representing principal and
interest accrued on such Capital Appreciation Bonds.
Q. "Current
Bonds, the interest on
basis.
Interest paying
which shall be
Bonds" shall mean the
payable on a semiannual
R. "Debt Service Requirement" for any Bond Year, as
applied to the Bonds, shall mean the sum of:
(l) The amount required to pay the interest becoming
due on the Current Interest Paying Bonds during such Bond Year,
except to the extent that such interest shall have been provided
by payments into the Sinking Fund out of Bond proceeds for a
specified period of time.
(2) The aggregate amount required to pay the principal
becoming due on Current Interest paying Bonds for such Bond Year.
For purposes of this definition: (a) the stated maturity date of
any Current Interest paying Term Bonds shall be disregarded and
the Amortization Installments applicable to such Current Interest
Paying Term Bonds in such Bond Year shall be deemed to mature in
such Bond Year; and (b) the principal amount of any Current
Interest paying Term Bonds having a single principal maturity and
no Amortization Installments therefor shall be calculated as if
the amount of such single maturity had been amortized over a term
of years and was payable in such payments of principal and
interest 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
7
3247/MON59010/AA4
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.
(4) The amount required to repay the policy Costs and
any draws or claims under an Alternate Credit Facility.
S. "Escrow Deposit Agreement" shall mean that certain
Escrow Deposit Agreement by and between the Issuer and a bank or
trust company which shall be selected and named by the Board
prior to the delivery of the Bonds, which agreement shall be in
substantially such form as shall be determined by subsequent
resolution of the Board.
T. "Federal Securities" shall mean, collectively, (1)
Government Obligations; (2) certificates evidencing ownership of
portions of such obligations described in (1) held by a bank or
trust company as custodian, under which the owner of the
investment is the real party in interest and has the right to
proceed directly and independently against the obligor on the
underlying obligations if such underlying obligations are not
available to satisfy any claim against the custodian; or (3)
municipal obligations that have been advance refunded, are
secured by an escrow within which are held obligations described
in (l) and have been rated in the highest rating category by both
S&P and Moody's none of which described in (1), (2) or (3) above
are subject to redemption prior to maturity at the option of the
obligor.
U. "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.
v. "Government Obligations" shall mean any securities
that are direct obligations of, or obligations the timely payment
of principal of and interest on which is fully and
unconditionally guaranteed by, the United States of America.
W. "Holder of Bonds"
term shall mean any person who
any such Bond or Bonds.
or "Bondholders" or any similar
shall be the Registered Owner of
X. "Issuer" or "County" shall mean Monroe County,
Florida.
Y. "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.
z.
"guaranteed
"Pledged Funds" shall mean, collectively, the
entitlement" and "second guaranteed entitlement"
8
3247/MON59010/AA4
portions of the revenue sharing trust funds of the state of
Florida, as defined in and as distributable to the Issuer
pursuant to Chapter 2l8, Part II, Florida statutes.
AA. "Policy Costs" shall mean the draws, expenses and
accrued interest with respect to the Reserve policy.
BB. "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.
CC. "Record Date" shall mean the 15th day of the month
(whether or not a business day) immediately preceding any
interest payment date for the Bonds.
DD. "Refunded Bonds" shall
Improvement Revenue Bonds, Series 1988A
Issuer, both dated December 1, 1988.
mean the outstanding
and Series 1988B, of the
EE. "Refunded Bonds Resolution" shall mean Resolution
No. 640-l988 duly adopted by the Board on November ll, 1988, as
amended and supplemented, which authorized the issuance of the
Refunded Bonds.
FF. "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.
GG. "Reserve policy" shall mean the municipal bond debt
service reserve account policy issued by Financial Guaranty
Insurance Company, New York, New York ("FGIC").
HH. "Reserve Account Requirement" shall mean (1) the
lesser of (a) Maximum Debt Service Requirement, (b) 125% of the
average Debt Service Requirement, or (C) an amount equal to lO%
of the proceeds of the sale of the Bonds as set forth in Section
148(d)(2) of the Code; or (2) if no Reserve Account funding is
required for the issuance of the Bonds, $0.00.
II. "Resolution"
resolution and all resolutions
hereto.
shall mean, collectively, this
amendatory hereof or supplemental
JJ. "Serial Bonds" shall mean the Bonds which shall be
stated to mature in semiannual or annual installments.
KK. "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.
9
3247/MON59010/AA4
SECTION 1.03 FINDINGS.
determined and declared that:
It is hereby ascertained,
A. The Issuer deems it necessary and in its best
interest to provide for the refunding of the Refunded Bonds, and
the redemption of the callable outstanding Refunded Bonds on the
first date at which those Refunded Bonds may be redeemed, through
the issuance of the Bonds herein authorized. The refunding
program herein described will be advantageous to the Issuer by
achieving an annual reduction in debt service which would have
been due on the Refunded Bonds.
B. The Refunded Bonds Resolution provides for the
optional redemption, and notice of such redemption as set forth
therein, of certain of the Refunded Bonds.
C. The funds needed for the refunding as above
described shall be derived from the sale of the Bonds herein
authorized. An amount which, together with any income on the
investment thereof, will be sufficient to effect the refunding of
the Refunded Bonds, will be deposited in an irrevocable escrow
account established for the holders of such Refunded Bonds and
invested in Government Obligations. The principal amounts of
such Government Obligations, together with the interest earnings
thereon, plus any amounts held in cash, will be sufficient to
make timely payments of all presently outstanding principal,
interest and redemption premium to be paid from such escrow
account in respect to such Refunded Bonds, and all costs
associated with the acquisition and subsequent management of such
Government Obligations.
D. The Pledged Funds are not now pledged or encumbered
in any manner except to the 'payment of the Refunded Bonds.
E. 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.
Neither the Issuer nor the state of Florida or any political
subdivision thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of and interest on the Bonds or to make any of the
required sinking fund, reserve or other payments required by this
Resolution or the Bonds; and such Bonds shall not constitute a
lien upon any property owned by or situated within the
territorial limits of the Issuer, except as provided herein with
respect to the Pledged Funds.
F. The estimated 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, reserve or other payments required by this
Resolution.
10
3247/MON59010/AA4
G. On the date of delivery of the Bonds originally
issued hereunder, the Issuer will comply with the applicable
provisions of Section 5.06 of Resolution No. 206-1990, as
amended, of the Board regarding the issuance of additional
obligations of the Issuer secured by certain legally available
funds of the Issuer derived from sources other than ad valorem
taxation.
H. The Bonds will not be "private activity bonds" as
defined in Section 141 of the Code.
I. The Refunded Bonds were designated "qualified tax-
exempt obligations," as defined in Section 265(b) of the Code.
J. The weighted average maturity of the Bonds will not
exceed the weighted average maturity of the Refunded Bonds, and
none of the Bonds will have a maturity in excess of 30 years
(measured from the earliest date of issuance of the Refunded
Bonds) .
SECTION l. 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) .
11
3247/MON59010/AA4
ARTICLE II
AUTHORIZATION OF REFUNDING AND OF ISSUANCE
OF BONDS; DESCRIPTION,
DETAILS AND FORM OF BONDS
SECTION 2.0l AUTHORIZATION OF REFUNDING. The refunding
of the Refunded Bonds is hereby authorized by this Resolution.
The cost of the refunding may include, but need not be limited
to, legal and financing expenses; expenses for estimates of costs
and of revenues; expenses for computer calculations and
verifications; fees of consultants; administrative expenses;
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
herein authorized.
SECTION 2.02 AUTHORIZATION OF BONDS. Subject and
pursuant to the provisions of this Resolution, obligations of the
Issuer to be known as "Refunding Revenue Bonds, Series 1993," are
hereby authorized to be issued in the aggregate principal amount
of not exceeding $7,500,000 for the purpose of advance refunding
the Refunded Bonds in the manner specified by this Resolution.
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, 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 Bonds.
The Bonds shall be issued in fully registered form
without coupons; shall be issued as Current Interest Paying Bonds
or as Capital Appreciation Bonds, and as Serial Bonds or Term
Bonds, or a combination thereof; shall be payable with respect to
both 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
l2
3247/MON59010/AA4
-----_.."~.,'~~~-"--,._.._...
~onds 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 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
13
3247/MON59010/AA4
Bonds and, if a bank is so designated, in compliance with a
written agreement to be executed between the Issuer and such bank
as Bond Registrar on or prior to the delivery date of the Bonds.
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond, duly endorsed for transfer or accompanied
by an assignment or written authorization for exchange, 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, 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
14
3247/MON59010/AA4
the use of unregistered instruments and coupons. The provlslons
of such instruments and coupons, if applicable, shall be set
forth in a subsequent resolution of the Board.
Upon the occurrence of a default in payment of the
principal of and/or interest on the Bonds which would require a
Bond Insurer to make payment under its Bond Insurance Policy, the
Bond Insurer and its designated agent shall have access, at all
reasonable times, to the registration books of the Bond
Registrar.
No resignation or removal of the Bond Registrar or
paying agent shall become effective until the appointment of (and
acceptance of such appointment by) a successor. The Bond Insurer
shall be furnished, as soon as practicable, with written notice
of the resignation or removal of any Bond Registrar or paying
agent and the appointment of a successor Bond Registrar or paying
agent.
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 writing by the Issuer, or at the
option of the Issuer, shall be destroyed by the Bond Registrar as
authorized by law, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished to the
Issuer.
SECTION 2.08 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the Issuer, acting through the Bond Registrar,
may in its discretion issue and deliver a new Bond of like tenor
as the Bond so mutilated, destroyed, stolen, or lost, in exchange
and substitution for such mutilated Bond, upon surrender and
cancellation of such mutilated Bond or in lieu of and
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,
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
l5
3247/MON59010/AA4
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 mail such notice of redemption
to a Registered Owner shall not render ineffective any
proceedings for redemption with respect to Bonds held by
Registered Owners to whom notice was properly mailed. Interest
shall cease to accrue on any Bond duly called for prior
redemption 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.
Furthermore, at least 2 business days in advance of
mailing the notice of redemption as specified above, the Bond
Registrar shall send such notice of redemption by certified mail,
overnight mail/delivery service or telecopy to all registered
securities depositories then in the business of holding
substantial amounts of obligations of the type comprising the
Bonds (such depositories currently The Depository Trust Company,
New York, New York; Midwest Securities Trust Company, Chicago,
Illinois; Pacific Securities Depository Trust Company, San
Francisco, California; and Philadelphia Depository Trust Company,
Philadelphia, Pennsylvania); and at least 30 days prior to the
redemption date, mail such notice of redemption to one or more
national information services which disseminate notices of
redemption of obligations such as the Bonds; provided, however,
that failure to distribute such notice of redemption to such
depositories and national information services shall not render
ineffective any calling of Bonds for prior redemption.
Each notice of redemption shall state the date of
dissemination of such notice; the date of issue of the Bonds; the
redemption date; the redemption price; the place or places of
redemption (including the name and appropriate address or
addresses of the paying agent); the dates of maturity and
interest rates borne by the Bonds to be redeemed; the CUSIP
number (if any) of the maturity or maturities to be redeemed;
l6
3247/HON59010/AA4
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. Failure to
include in such notice of redemption all of the information
specified in this paragraph, shall not render ineffective any
proceedings for the redemption of Bonds.
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:
[Remainder of Page Intentionally Blank]
17
3247/MON59010/AA4
No. R-
CUSIP:
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY
REFUNDING REVENUE BOND, SERIES
1993
RATE OF INTEREST
MATURITY DATE
DATE OF ORIGINAL ISSUE
REGISTERED OWNER:
PRINCIPAL SUM:
KNOW ALL MEN BY THESE PRESENTS, that Monroe county,
Florida (the "County"), for value received hereby promises to pay
to the Registered Owner designated above, or registered assigns,
solely from the special funds hereinafter mentioned, on the
Maturity Date specified above, the principal Sum shown above,
upon the presentation and surrender hereof at the corporate trust
office of '
as Paying Agent and Bond Registrar (collectively, the "Bond
Registrar"), and to pay solely from such special funds interest
hereon from the date of this bond or from the most recent
interest payment date to which interest has been paid, whichever
is applicable, until payment of such sum, at the rate per annum
set forth above, payable on ' and
semiannually thereafter on land 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.
This bond is one of an authorized issue of bonds issued
to finance the cost of advance refunding the outstanding
Improvement Revenue Bonds, Series 1988A and Series 1988B, of the
county; under the authority of and in full compliance with the
Constitution and Statutes of the State of Florida, including
particularly Chapter 2l8, Part II, and Section 125.0l(1)(r),
Florida Statutes, Ordinance No. 056-l988, 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 , 1993, as [amended and] supplemented
(collectively, the "Resolution"), and is subject to all the terms
and conditions of such Resolution.
18
3247{HON59010{AA4
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 2l8,
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
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
conditions and things required to exist, to
performed precedent to and in the issuance of
have happened and have been performed in regular
that all acts,
happen and to be
this bond exist,
and due form and
19
3247/MON59010/AA4
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 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
1993.
MONROE COUNTY, FLORIDA
(SEAL)
Mayor, Board of County
Commissioners
ATTESTED AND COUNTERSIGNED:
Clerk, Board of County
Commissioners
20
3247/HON59010/AA4
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
1993.
Mayor, Board of County
Commissioners, Monroe County,
Florida
2l
3247/MON59010/AA4
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
common
UNIF GIF/TRANS MIN ACT -
(Cust. )
TEN ENT - as tenants by
the entireties
custodian for
(Minor)
JT TEN - as joint tenants with
right of survivorship
and not as tenants in
common
under Uniform Gifts/Transfers
to Minors
Act of
(state)
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
IDENTIFYING NUMBER OF ASSIGNEE)
the within bond and does hereby irrevocably
appoint
agent to transfer the bond on the books kept
thereof, with full power of substitution in the
OR OTHER
constitute and
as his
for registration
premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this
assignment must correspond with
the name of the Registered
Owner as it appears upon the
face of the within bond in
every particular, without al-
teration or enlargement or any
change whatever.
(Bank, Trust Company or Firm)
(Authorized Officer)
22
3247/MON59010/AA4
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 4.03D 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. Subject to the provisions of the succeeding
paragraph, a sum specified in the Escrow Deposit Agreement which,
together with the other funds described in the Escrow Deposit
Agreement to be deposited in escrow, and together with the
investment income thereon, will be sufficient to pay the
principal of, interest and premiums, if any, as applicable, on
the Refunded Bonds as the same shall become due or may be
redeemed, shall be deposited into the Escrow Account established
by the Escrow Deposit Agreement in the respective amounts
sufficient for such purposes.
Simultaneously with the delivery of the principal amount
of Bonds necessary to accomplish the refunding program specified
in this Resolution, the Issuer shall enter into the Escrow
Deposit Agreement which shall provide for the deposit of sums
into the Escrow Account established therein, and for the
investment of such money in appropriate Government Obligations so
as to produce sufficient funds to make all of the payments
described in the first paragraph of this Section 3.0lD. At the
time of execution of the Escrow Deposit Agreement, the Issuer
shall furnish to the escrow holder named therein appropriate
documentation to demonstrate that the sums being deposited and
the investments to be made will be sufficient for such purposes.
23
3247/KON59010/AA4
E. All such proceeds disbursed in accordance with this
Section 3.0l 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.
24
3247/MON59010/AA4
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.
To secure the repayment of Policy Costs, the Issuer
hereby pledges and grants a lien upon the Pledged Funds, junior,
subordinate and inferior to the lien thereon in favor of the
Holders of the Bonds.
SEC!'ION 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 and the
Bond Amortization Account.
A. TRUST FUNDS. The Funds and Accounts created and
established above and any other special funds and accounts
created and established by this Resolution shall constitute trust
funds for the purposes provided herein for such funds and
accounts, and shall be kept separate and distinct from all other
funds of the Issuer and used only for the purposes and in the
manner provided by this Resolution. All such Funds and Accounts
shall be continuously secured in the same manner as county
deposits are authorized to be secured by the laws of the State of
Florida.
B. GOVERNMENT ACCOUNTING EFFEC!'. 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
25
3247/MON59010/AA4
adequate accounting records are maintained to reflect and control
the restricted allocation of the cash on deposit therein for the
various purposes of such Funds and Accounts. The designation and
establishment of the various Funds and Accounts in and by this
Resolution shall not be construed to require the establishment of
any completely independent, self-balancing funds, as such term is
commonly defined and used in governmental accounting, but rather
is intended solely to constitute an earmarking of Pledged Funds
for certain purposes and to establish certain priorities for
application of such Pledged Funds as 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 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);
l/6th or l/l2th, 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 l/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.
26
3247/MON59010/AA4
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.
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 (including policy CostS) shall be restored or
repaid within l2 months by depositing therein or repaying FGIC,
as applicable, an amount equal to 1/l2th of such withdrawal or
Policy Costs related to a draw under the Reserve policy, as the
case may be; however, if the Issuer is unable to deposit or repay
1/l2th of any withdrawals or Policy Costs in any month, such
amounts available to make such deposit or repayment shall be
first applied to the repayment of Policy Costs. If there is more
than one letter of credit or bond reserve insurance policy, as
described below, drawings thereunder and the repayment of Policy
Costs or reimbursement of amounts with respect to such other
letter of credit or bond reserve insurance policy shall be made
on a pro rata basis (calculated by reference to the maximum
amounts available thereunder), after applying all available cash
in the Reserve Account and prior to replenishing any such
drawings, respectively. 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.
27
3247/MON59010/AA4
Any draws under the Reserve policy and related
reasonable expenses incurred by FGIC shall bear interest at a
rate equal to the lower of (l) the prime rate of Morgan Guaranty
Trust Company, New York, New York, in effect from time to time,
plus 2% per annum, or (2) the highest rate permitted by law.
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, if
it provides on the date of issuance of the Bonds (l) bond reserve
insurance issued by a reputable and recognized municipal bond
insurer, or (2) a letter of credit issued by any bank or national
banking association insured by FDIC; in an amount equal to the
difference between the Reserve Account Requirement and the sum to
be deposited therein pursuant to the first paragraph of this
Section 4.03D; provided, however, that either the bond reserve
insurance policy or the letter of credit, as applicable, are
approved by FGIC or satisfy the Alternate Credit Facility
Criteria.
At any time after the issuance of the Bonds, the Issuer
may, in its discretion, withdraw the amount of money on deposit
in the Reserve Account and substitute in its place, an Alternate
Credit Facility in the face amount of such withdrawal, and
deposit the surplus money so withdrawn 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. All cash on
deposit therein shall be used (or investments purchased with such
cash shall be liquidated and the proceeds applied as required
prior to any drawing under the Reserve policy or Alternate Credit
Facility) prior to any drawing under the Reserve policy. 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.
In the event the Issuer determines to draw upon the
Reserve Policy, it shall provide, or cause the paying agent for
the Bonds to provide, notice of the same to FGIC at least 2
business days prior to the next succeeding interest payment date
for the Bonds.
The paying agent for the Bonds shall be required to
ascertain the necessity for a claim or draw upon any Alternate
Credit Facility and to provide notice to the issuer of the
Alternate Credit Facility in accordance with its terms not later
than 3 days (or such appropriate time period as will, when
combined with the timing of the required payment under the
28
3247/MON59010/AA4
Alternate Credit Facility, ensure payment under the Alternate
Credit Facility on or before the applicable interest payment date
for the Bonds) prior to the applicable interest payment date.
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.
Pledged Funds remaining after
(including deficiencies for prior
used by the Issuer for any lawful
the general fund of the Issuer.
Thereafter the balance of any
the above required payments
payments) have been made may be
purpose, including deposit into
G. INVESTMENT AND DISPOSITION OF INVESTMENT INCOME.
Pledged Funds on deposit in the Revenue Fund, the Sinking Fund
and the Bond Amortization Account 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
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) 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.
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, or be otherwise adjusted as
approved by the Clerk of the Board. The Issuer shall pay from
the Sinking Fund all expenses in connection with such purchase or
redemption.
SECTION 4.04 UNCLAIMED
provisions of this Resolution, any
for the payment of the principal
interest on, any Bonds and remaining
MONEY. Notwithstanding any
money held by the paying agent
or redemption price of, or
unclaimed for 2 years after
29
3247/MON59010/AA4
the applicable date or dates when such principal, redemption
price or interest has become due and payable (whether at
maturity, call for redemption or otherwise), if such money were
so held at such date or dates, or 2 years after the date or dates
of deposit of such money if deposited after such due date or
dates, shall be repaid to the Issuer free from the provisions of
this Resolution, and all liability of the paying agent with
respect to such money shall thereupon cease; provided, however,
that before the repayment of such money to the Issuer as
aforesaid, the Issuer first publish at least once in a financial
newspaper or journal published and/or of general circulation in
New York, New York, a notice, in such form as may be deemed
appropriate by the Issuer with respect to the Bonds so payable
and not presented, or unclaimed interest thereon, and with
respect to the provisions relating to the repayment to the Issuer
of the money held for the payment thereof.
30
3247/HON59010/AA4
ARTICLE V
CERTAIN COVENANTS WITH BONDHOLDERS; ADDITIONAL
PARITY BONDS; REMEDIES
SECTION 5.0l 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 l2 months 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 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, and repay any Policy Costs then due and owing.
31
3247/MON59010/AA4
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.
For the purposes of this Section, the Bond Insurer shall
be deemed to be the Holder of all Bonds insured by it.
If any payments of Debt Service Requirements are made by
the Bond Insurer with respect to Bonds which have not been
defeased in accordance with the provisions of Section 6.06
hereof, the lien upon and pledge of the 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 Bond
Insurer shall be subrogated to the rights of the Holders of such
Bonds with respect to the Debt Service Requirements paid or
insured by it.
If the Issuer fails to repay any policy Costs in
accordance with Section 4.03D hereof, FGIC shall be entitled to
exercise any and all remedies available at law under this
Resolution, other than (1) acceleration of the maturities of the
Bonds or (2) remedies which may adversely affect the Holders of
the Bonds.
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.
32
3247/MON59010/AA4
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 l2 consecutive
months out of the 18 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
and obligations
required to have
provided hereunder,
required.
Issuer shall not be in breach
assumed hereunder, and all
been made into the Funds
shall have been made to
of the covenants
payments herein
and Accounts, as
the full extent
D. The Issuer shall not
requirements of paragraph A above
parity Bonds issued for the sole
of the outstanding Bonds.
be required to comply with the
with respect to any Additional
purpose of refunding a portion
E. No Additional Parity Bonds bearing interest at a
variable rate per annum may be issued without the prior written
consent of FGIC, if its Bond Insurance Policy is then in effect.
F. The Issuer
notice of the issuance
proposed to be issued, if
effect.
shall have given FGIC prior written
of the Additional Parity Bonds then
its Bond Insurance policy is then in
SECTION 5.07 TAX EXEMPTION; QUALIFIED TAX-EXEMPT
OBLIGATION DESIGNATION. The Issuer at all times while the Bonds
and the interest thereon are outstanding will comply with the
requirements of the Code to the extent necessary to preserve the
exemption from federal income taxation of the interest on the
Bonds. The chief financial officer of the Issuer, or his
designee, is authorized to make or effect any election,
selection, choice, consent, approval or waiver on behalf of the
Issuer with respect to the Bonds as the Issuer is required to
make or give under the federal income tax laws, for the purpose
33
3247/HON59010/AA4
of assuring, enhancing or protecting favorable tax treatment or
characterization of the Bonds or interest thereon or assisting
compliance with requirements for that purpose, reducing the
burden or expense of such compliance, reducing the rebate amount
or payments of penalties thereon, or making payments in lieu
thereof, or obviating such amounts or payments, as determined by
such officer, or his designee. Any action of such officer, or
his designee, in that regard shall be in writing and signed by
the officer, or his designee. Furthermore, the Issuer hereby
designates the Bonds, to the extent issued, as "qualified tax-
exempt obligations" as described in Section 265 of the Code.
SECTION 5.08 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.
SECTION 5.09. APPLICATION OF REFUNDED BONDS AND
ACCOUNTS. Except as otherwise provided by this Resolution, all
money in the funds and accounts created by the Refunded Bonds
Resolution may, in the discretion of the Issuer, be transferred
and deposited in like funds and accounts created by this
Resolution or may be used by the Issuer, in whole or in part, to
effect the refunding of the Refunded Bonds.
SECTION 5.10. REDEMPTION OF CERTAIN REFUNDED BONDS.
The Refunded Bonds maturing on and after December l, 1997, are
hereby called for redemption, as a whole, as of December l, 1996,
at a price of par plus accrued interest to December l, 1996, plus
a premium equal to 2% of the principal amount of the Refunded
Bonds to be 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 1988A AND SERIES 1988B
MATURING DECEMBER l, 1997, AND THEREAFTER
NOTICE IS HEREBY GIVEN, for and on behalf of Monroe
County, Florida (the "County"), that all of its outstanding
Improvement Revenue Bonds, Series 1988A and Series 1988B, both
dated December 1, 1988, originally issued on December 14, 1988,
and February 16, 1989, respectively, which mature in the year
1997 and thereafter, bearing interest and CUSIP numbers as
follows: , in the aggregate principal amount of
$5,430,000, and which are redeemable on December 1, 1996, at the
option of the County, at the redemption price of the principal
amount of each bond to be redeemed, together with interest
34
3247/HON59010/AA4
accrued thereon to the date
equal to 2% of the par
December 1, 1996.
fixed for redemption, plus a premium
value thereof; will be redeemed on
payment of the redemption price, plus accrued interest,
of such bonds will be made on such December 1, 1996, redemption
date, at the office of Midlantic National Bank and Trust Co.,
Fort Lauderdale, Florida, the paying agent for the bonds, upon
surrender thereof. Interest on such bonds being redeemed will
cease to accrue from and after such redemption date.
under the provisions of the Interest and Dividend Tax
Compliance Act of 1983 (the "Act"), all holders submitting their
bonds for redemption must submit a W-9 (Certificate of Taxpayer
Identification Number) in order to avoid 31% backup withholding
required under the Act.
Dated and mailed this ____ day of
, 1996.
MONROE COUNTY, FLORIDA
By:
Mayor, Board of County
Commissioners
The escrow holder under the Escrow Deposit Agreement is
hereby instructed and directed at least 30 days prior to such
redemption date, to file the same with the bond registrar and
paying agent for the Refunded Bonds to be redeemed; and to mail
the same by first class mail, postage prepaid, to all registered
owners of Refunded Bonds to be redeemed, at the addresses as they
appear on the registration books, and to Financial Guaranty
Insurance Company, New York, New York.
The escrow holder is further instructed to file the
notice of redemption at least 32 days before the redemption date,
by registered or certified mail to all registered securities
depositories then in the business of holding substantial amounts
of obligations of types such as the Refunded Bonds (such
depositories now being The Depository Trust Company of New York,
New york; Midwest Securities Trust Company, Chicago, Illinois;
and Philadelphia Depository Trust company, Philadelphia,
pennsylvania), and to one or more national information services
that disseminate notices of redemption of obligations such as the
Refunded Bonds (such as Financial Daily Called Bond Service of
Financial Information, Inc.; Bond Service of Interactive Data
corporation; Called Bond Service of Kenny Information Service;
and Called Bond Record of Standard & Poor's Corporation).
The provisions of this Section shall not take effect
until the Bonds have been issued pursuant to this Resolution.
35
3247/HON59010/AA4
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.0l 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, and the Bond Insurer is not then in default with respect
to the Bond Insurance Policy, the consent of the Bond Insurer
shall be required in lieu of the consent of the Holders of the
Bonds so insured, and the Bond Insurer shall be furnished with a
certified copy of any such amendatory or supplemental ordinance
or resolution. 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 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.
36
3247/MON59010/AA4
SECTION 6.04 OFFICIAL STATEMENT. Bond counsel and/or
the financial advisor to the Issuer, as appropriate, are hereby
authorized and directed to prepare and disseminate in connection
with the marketing of the Bonds, the preliminary and final
official statements for the Bonds. Any preliminary official
statement distributed by the Issuer to prospective purchasers for
the Bonds shall be sufficient to be, and shall be, "deemed final"
(except for permitted omissions) in accordance with SEC Rule
15c2-12. The Clerk of the Board or his designee is hereby
authorized to determine and to certify or otherwise represent
when such official statement shall be "deemed final" by the
Issuer as of its date, in accordance with such Rule.
SECTION 6.05 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 6.06 VALIDATION AUTHORIZED. The County
Attorney is hereby authorized, at his option, to institute
appropriate proceedings for the validation of the Bonds.
SECTION 6.07 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 Pledged Funds in favor of
the applicable Bondholders shall be no longer in effect;
provided, however, that under those circumstances if any of the
Bonds are to be redeemed prior to their respective stated dates
of maturity, and such redemption will be accomplished more than
30 days after such defeasance, the Bond Registrar, within 30 days
of such defeasance, will mail to the registered securities
depositories and national information services (as described in
Section 2.09 hereof) and to the Holders of such Bonds at their
addresses as they appear on the registration books of the Issuer
maintained by the Bond Registrar, and, if applicable, one
additional time at least 30 days prior to the redemption date, a
notice stating that a deposit in accordance with this Section has
been made with the escrow holder and that the Bonds are deemed to
have been paid in accordance with this Section, and stating such
maturity or redemption date upon which money will be available
for the payment of the principal of, redemption premium, if any,
and interest on such Bonds; but failure to give such notice of
advance refunding shall not affect any defeasance otherwise in
accordance with this Section. For purposes of the preceding
sentence, deposit of sufficient cash and/or principal and
37
3247/KON5Q010/AA4
interest of Federal Securities in irrevocable trust with a
banking institution or trust company, for the sole benefit of the
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"; provided,
however, that no defeasance shall occur unless all Policy Costs
have been paid in full. 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 6.08 NOTICES TO BOND INSURER. For the purposes
of this Resolution, all notices and other documents sent to the
Bond Insurer shall be mailed, postage prepaid, to Financial
Guaranty Insurance Company, 175 Water Street, New York, New York
10038, Attention: President; and the addresses of those Bond
Insurers which have issued additional Bond Insurance Policies.
SECTION 6.09 INTERESTED PARTIES. Nothing in this
Resolution expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other than
the Issuer, the Bond Registrar, the paying agent, the Bond
Insurer and the Bondholders, any right, remedy or claim under or
by reason of this Resolution or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and
agreements contained in this Resolution, by and on behalf of the
Issuer, shall be for the sole and exclusive benefit of the
Issuer, the Bond Registrar, the paying agent, the Bond Insurer
and the Bondholders.
SECTION 6.10 REPEAL OF INCONSISTENT RESOLUTIONS. All
resolutions or parts thereof in conflict with this Resolution are
hereby repealed to the extent of such conflict.
SECTION 6.11 EFFECTIVE DATE.
take effect immediately upon its passage.
This Resolution shall
Passed and adopted by
of Monroe County, Florida, at
April 15, 1993.
the Board of County Commissioners
a regular meeting of the Board on
By
FLORIDA
~~~
r, Boar of County
issioners
MONROE
(SEAL)
ATTEST:
4d.d ~. ,l)v~~
Clerk, Board 0' County
Commissioners
By
Oafe
38
3247/MON59010/AA4