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Resolution 215-1980 " RESOLUTION NO. 215-1980 A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $8,000,000 IMPROVEMENT BONDS, SERIES 1980, OF MONROE COUNTY MUNICIPAL SERVICE DISTRICT, MONROE COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE SOLID WASTE DISPOSAL FACILITIES OF SUCH DISTRICT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM SPECIAL ASSESSMENTS LEVIED AGAINST BENEFITED PRO- PERTY, AND CERTAIN INVESTMENT INCOME; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNEC- TION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, the governing body of the Monroe County Municipal Service District: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to Ch. 125, Fla. Stat. (1979); Chapter 8, Articles I, II and III, of the Monroe County Code; and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall for all pur- poses of this instrument have the meanings herein specified. 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. n Act" shall mean, collectively, Ch. 125, Fla. Stat. (1979); Chapter 8, Articles I, II and III of the Monroe County Code; and other applicable provisions of law. B. "Addi tional Parity Obligations" shall mean addi- tional obligations issued in compliance with the terms, con- ditions and limitations contained herein, and which shall have an equal lien on the Pledged Funds and rank equally in all respects with the Bonds initially issued hereunder. C. "Amortization Installment" with respect to any Term Bonds of a series, shall mean an amount so designated which is established for the Term Bonds of such series, provided that (i) each such installment shall be deemed to be due on such interest -1- '"2-- <.0 <0 or'principal maturity date of each applicable year as is fixed by subsequent resolution of the Issuer and shall be a multiple of $5,000, and (ii) the aggregate of such installments for such series shall equal the aggregate principal amount of Term Bonds of such series delivered on original issuance. D. "Assessments" shall mean special assessments levied annually against residential property within the area of the Issuer specially benefited by the acquisition and construction of the Project and the furnishing of solid waste collection services within the area of the Issuer, including the interest on such special assessments. E. "Board" shall mean the Board of County Commissioners of Monroe County, Florida, the governing body of the Issuer. F. "Bond Service Requirement" for any Bond Year, as applied to the Bonds of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Bonds of such series 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 spe- cified period of time. (2) The amount required to pay the principal of Serial Bonds of such series maturing in such Bond Year. (3) The Amortization Installment for the Term Bonds of such series for such Bond Year. In computing the Bond Service Requirement for any Bond Year for Bonds of any series, the Issuer shall assume that an amount of the Term Bonds of such series equal to the Amortization Installment for the Term Bonds of such series for such Bond Year will be retired by purchase or redemp- tion in such Bond Year or that payment of such amount of Term Bonds at maturity will be fully provided for in such Bond Year. When determining the amount of principal of and interest on the Bonds which mature in any year, for purposes of this Instrument, an amount of Term Bonds equal to the Amortization Installment, if any, applicable to Term Bonds in such year shall be deemed to -2- 2- b., -- . ., mature in such year. G. "Bond Year" shall mean the annual period ending on a Bond principal maturity date. H. "Consulting Engineers" shall mean such qualified and recognized independent consulting engineers, having favorable repute or skill and experience with respect to the acts and duties to be provided to the Issuer, as employed or retained by the Issuer to perform the acts and carry out the duties herein provided. 1. "Cost of Operation and Maintenance" of the Facilities shall mean the current expenses, paid or accrued, of operation, maintenance and repair of the Facilities, as calcu- lated in accordance with sound accounting practice, including payments made by the Issuer to franchisee solid waste collectors, but shall not include any reserves for renewals and replacements, extraordinary repairs or any allowance for depreciation. Such current expenses shall be reduced by the amount of ad valorem taxes, if any, levied and collected within the District for such purposes. J. "Facilities" shall mean the solid waste disposal facilities owned and operated by the Issuer for the disposal of solid waste within the area of the Issuer. K. "Federal Securities" shall mean direct obligations of the United States of America and 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. L. "Fiscal Year" shall mean the period commencing on October I of each year and ending on the succeeding September 30. M. "Holder of Bonds" or "Bondholders" or any similar term shall mean any person who shall be the bearer or owner of any outstanding Bonds registered to bearer or not registered, or the registered owner of any such Bonds which shall at the time be registered other than to bearer. -3- 2.. ~ J' N. "Instrument" shall mean this resolution. O. "I s suer" shall mean the Monro e County .Munic ipal Service District, Monroe County, Florida. P. "Maximum Bond Service Requirement" shall mean, as of any particular date of calculation, the greatest amount of aggre- gate Bond Service Requirements for the then current or any future Bond Year. Q. "Net Pledged Funds" shall mean the Pledged Funds, as defined below, after deduction of the Cost of Operation and Maintenance, defined above. R. "Pledged Funds" shall mean, collectively, the Assessments; any payments received from franchisee solid waste collectors with respect to commercial property within the area of the Issuer; all other funds received by the Issuer with respect to the furnishing of the services of the Facilities to the resi- dents of the Issuer; and any income derived from the investment of funds and accounts created and established by this resolution, excluding any state or federal funds received from time to time by the Issuer. S. "proj ect" shall mean the additions, extensions and improvements to the Facilities, constituting the solid waste disposal incinerators to be acquired and constructed with the proceeds from the sale of the Bonds, together with all appur- tenances necessary or incidental thereto. T. "Serial Bonds" shall mean the Bonds of a series which shall be stated to mature in annual installments. U. "Term Bonds" shall mean the Bonds of a ser1.es, all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Fund. SECTION 3. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. The Issuer now owns, operates and maintains the Facilities and derives Assessments levied and collected for the services of the Facilities. B. The issuer desires to acqU1.re and construct the -4- -:2.-!o ? Project, all in accordance with the plans and specifications now on file or to be on file with the manager of the Issuer. The estimated cost of the Project is $8,000,000. C. The cost of the Project shall be deemed to include those items specified in the Act. D. The Pledged Funds are not pledged or encumbered in a ny manner. 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. The Issuer shall never be required to levy ad valorem taxes on any property within its corporate territory to pay the principal of and interest on the Bonds or to make any of the required sinking fund, reserve or other payments. F. The Assessments will be levied against the benefited property in proportion to the special and positive benefits to be received from the acquisition and construction of the Project and the furnishing of solid waste disposal services by the Issuer. G. 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 Instrument. The Issuer does not expect to make any profit from the proceeds of the Assessments other than the extent necessary to pay the cost of furnishing solid waste disposal services to the residents of the Issuer and the cost of paying the principal of, premium, if any, and interest on the Bonds. SECTION 4. AUTHORIZATION OF PROJECT. There is hereby authorized the acquisition and construction of the Project. SECTION 5. THIS INSTRUMENT 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 Instrument shall be deemed to be and shall constitute a contract between the Issuer and such holders. The covenants -5- 21) 0 and 'agreements herein set forth to be performed by the Issuer 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 6. AUTHORIZATION OF BONDS. Subject and pur- suant to the provisions hereof, obligations of the Issuer to be known as "Improvement Bonds, Series 1980," herein defined as the "Bonds," are authorized to be issued in the aggregate principal amount of not exceeding $8,000,000. SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be dated as of a date to be fixed by subsequent resolution of the Issuer adopted prior to the delivery of the Bonds, but not later than the date of issuance; shall be numbered consecutively, from one upward; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maximum legal rate, such interest to be payable semiannually on such dates as shall be fixed by resolu- tion of the Issuer adopted prior to the delivery of the Bonds; and shall mature in such years and amounts, but not exceeding 50 years from their date, as shall be fixed by resolution of the Issuer adopted prior to the delivery of the Bonds. Such Bonds shall be issued in coupon form; shall be payable with respect to both principal and interest at a bank or banks to be subsequently 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, payable in accordance with and upon surrender of the appur- tenant interest coupons as they severally mature. SECTION 8. EXECUTION OF BONDS AND COUPONS. The Bonds shall be executed in the name of the Issuer by the Chairman of the Board and attested by the Clerk of the Board, and its cor- -6- 2. 7 f porate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chairman and Clerk may be imprinted or reproduced on the Bonds, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any officer whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any Bonds may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bonds shall hold the proper office with the Issuer, although at the date of adoption of this Instrument such person may not have held such office or may not have been so authorized. The coupons attached to the Bonds shall be authenticated with the facsimile signatures of any present or future Chaiman and Clerk of the Board. The validation certificate on the Bonds shall be executed with the facsimile signature of the Chairman of the Board. The Issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have been such officers at any time on or after the date of adoption of this Instrument, notwithstanding that they may have ceased to be such officers at the time such Bonds shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The Bonds issued hereunder shall be and shall have all of 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 or the coupons appertaining thereto, 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. The Bonds may be registered, at the option of the holder, as to principal only, or as to both principal and interest, at the office of the Clerk of the Board, as Registrar, -7- 2~~ or'suCh other Registrar as shall be hereafter appointed, such registration to be noted on the back of the Bonds in the space provided therefor. After such registration as to principal only, or both principal and interest, no transfer of the Bonds shall be valid unless made at such office by 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 transferability by delivery shall be restored. At the option of the holder, the Bonds may thereafter again 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. SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Bond with all unmatured coupons attached of like tenor as the Bond and attached coupons, if any, so mutilated, destroyed, sto- len or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated 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 Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer 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 Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional, contractual -8- 27~ obligations on the part of the Issuer 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 from the funds, as hereinafter pledged, to the same extent as all other Bonds and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The Term Bonds shall be redeemable by operation of the Bond Amortization Fund and, at the option of the Issuer, all Bonds may be redeemable as provided by subsequent resolution of the Issuer adopted prior to the delivery of the Bonds. Notice of such redemption shall be published at least once, 30 days prior to the redemption date, in a financial journal published in the Borough of Manhattan, City and State of New York, shall be filed with the paying agents, and shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 12. FORM OF BONDS AND COUPONS. The text of the Bonds, the interest coupons and 'the certificate of validation shall be in substantially the following form with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Instrument or by any subsequent ordinance or resolution adopted prior to the issuance thereof: -9- ~~y No. $ UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY MONROE COUNTY MUNICIPAL SERVICE DISTRICT IMPROVEMENT BOND, SERIES 1980 KNOW ALL MEN BY THESE PRESENTS, that Monroe County Municipal Service District, Monroe County, Florida (hereinafter called "District"), for value received, hereby promises to pay to the bearer, or, if this bond be registered, to the registered holder as herein provided, on the first day of , , from the special funds hereinafter mentioned, the principal sum of DOLLARS and to pay solely from such special funds, interest thereon from the date hereof at the rate of per centum %) per annum until payment of the principal sum, such interest to the maturity hereof being payable semiannually on the first day of and the first day of in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal and interest on this bond are payable in lawful money of the United States of America at , or, at the option of the holder, at This bond is one of an authorized issue of bonds in the aggregate principal amount of not exceeding $8,000,000, of like date, tenor and effect, except as to number, interest rate and date of maturity, issued to finance the cost of the acquisition and construction of additions, extensions and improvements to the solid waste disposal facilities of the District, pursuant to the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Ch. 125, Fla. Stat. (1979), Chapter 8, Articles I, II and III, of the Monroe County Code, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners of Monroe County, Florida, the governing body of the District, on -10- 2.-15 the ____ day of , 1980 (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 of the special assessments levied annually against residential property within the District specially benefited by the acquisi- tion and construction of the Project and the furnishing of solid waste disposal services by the District, including interest on such special assessments; any payments received from franchisee solid waste collectors with respect to commercial property within the District and all other funds received by the District with respect to the furnishing of the solid waste disposal services to the residents of the District, excluding any federal funds received from time to time by the District; and certain invest- ment income; all in the manner provided in the Resolution. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. This bond does not constitute an indebtedness of the District within the meaning of any constitutional or statutory provision or limitation, and 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 exer- cise of the ad valorem taxing power of the District for the payment of the principal of and interest on this bond or for the making of any sinking fund, reserve or other payments required in the Resolution. The District in the Resolution has covenanted and agreed with the holders of the Bonds of this issue to levy and collect such special assessments as will always provide revenues in each year sufficient to pay 100% of the maximum bond service requirement, as defined in the Resolution, on the bonds of this issue, and on all other obligations payable on a parity -11- ~7' therewith, plus 100% of all reserve and other payments required in such Resolution, including the cost of operation and main- tenance of the solid waste disposal facilities to the extent not paid from ad valorem taxes levied and collected in the District, and the deposits for renewals and replacements of such facilities, and that such special assessments shall not be reduced so as to be insufficient to provide adequate revenues for such purposes; provided, however, that such special assessments shall be levied against the benefited property in proportion to the special and positive benefits to be received from the acquisition and construction of the Project and the furnishing of solid waste disposal services to the residents of the District, and shall never exceed in the aggregate the amount by which such property is determined to be benefited. The District has entered into certain f~rther covenants with the holders of the bonds of this issue for the terms of which reference is made to the Resolution. It is hereby certified and recited that all acts, conditions, and things required to exist, to happen and to be performed precedent to and in the issuance of this bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto; that the issuance of the bonds of this issue does not violate any constitutional or statutory limi- tation or provision; and that the issuance of the bonds of this issue has been approved under the provisions of Ch. 80-98, Laws of Fla. 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 or as to both principal and interest in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, Monroe County Municipal Service -12- 2~? District has issued this bond and has caused the same to be signed by the Chairman of the Board of County Commissioners of Monroe County, Florida, and attested and countersigned by the Clerk of such Board, either manually or with their facsimile signatures, and the corporate seal of the District 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 the first day of , 1980. MONROE COUNTY MUNICIPAL SERVICE DISTRICT By Chairman, Board of County Commis- sioners of Monroe County, Florida, governing body of Monroe County Municipal Service District (SEAL) ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners of Monroe County, Florida, governing body of Monroe County Municipal Service District FORM OF COUPON No. $ On the 1st day of , 19__, unless the bond to which this coupon is attached is callable and shall have been duly called for prior redemption and provisions duly made for the payment thereof, Monroe County Municipal Service District will pay to the bearer at or, at the option of the holder, at , from the special 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 -13- 21~ Improvement Bond, Series 1980, dated , 1980, No. MONROE COUNTY MUNICIPAL SERVICE DISTRICT By Chairman, Board of County Commis- sioners of Monroe County, Florida, governing body of Monroe County Municipal Service District ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners of Monroe County, Florida, governing body of Monroe County Municipal Service District VALIDATION CERTIFICATE This bond is one of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Monroe County, Florida, rendered on the day of , 1980. Chairman, Board of County Commis- sioners of Monroe County, Florida, governing body of Monroe County Municipal Service District PROVISION FOR REGISTRATION This bond may be registered as to principal only in the name of the holder on the books to be kept by the Clerk of the Board of County Commissioners of Monroe County, Florida, as Registrar, or such other Registrar as may be hereafter duly appointed, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made by written assignment on the books by the registered holder or his attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered -14- ?.. f"} 1 as before. The registration of this bond as to principal only shall not restrain the negotiability of the coupons by delivery, but the coupons may be surrendered to the Registrar and the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this bond is registered as to interest as well as principal, and thereafter the interest will be remitted by mail to the registered holder. This bond, when converted into a bond registered as to both principal and interest, may be reconverted into a coupon bond and again converted into a bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this bond, coupons representing the interest to accrue upon this bond to its date of maturity shall be attached hereto by the Registrar, and the Registrar shall note in the registration blank below whether this bond is registered as to principal only or payable to bearer. DATE OF REGISTRATION IN WHOSE NAME REGISTERED MANNER OF REGISTRATION SIGNATURE OF REGISTRAR -15- ~9o SECTION 13. 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 as follows: A. The accrued interest and, at the option of the Issuer, interest to accrue for up to one year after the date of delivery of the Bonds, 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. The Issuer shall deposit into the Reserve Account in the Sinking Fund, an amount equal to the Maximum Bond Service Requirement. C. The Issuer shall next use the money to pay all costs incurred in connection with the issuance of the Bonds. D. There is hereby created and established the Incinerator Construction Fund (hereinafter called "Construction Fund"), into which shall be paid the balance of the money remaining after making all the deposits and payments provided for in paragraphs A, Band C above. The Construction Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and the money on deposit therein shall be withdrawn, used and applied by the Issuer solely to the payment of the cost of the Project. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied proceeds shall be deposited by the Issuer into the Renewal and Replacement Fund, hereinafter created and established. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such money until so applied in favor of the holders of the Bonds. Any funds on deposit in the Construction Fund which, in the opinion of the Issuer, are not immediately necessary for expenditure, as hereinabove provided, may be invested in the manner authorized for the investment of county funds, but such -16- 2.~1 inv~stments shall mature not later than the dates on which such funds will be needed for payment of the cost of the Project. All income derived therefrom shall be deposited in the Revenue Fund. SECTION 14. SPECIAL OBLIGATIONS OF ISSUER. Neither the Bonds nor coupons shall be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds as herein provided. No holder or holders of any Bonds issued hereunder or of any coupons appertaining thereto shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real or personal property therein to pay such Bonds or the interest thereon. A. PLEDGE OF PLEDGED FUNDS. The payment of the prin- . cipal of and interest on the Bonds shall be secured forthwith, equally and ratably, by an irrevocable lien on the Pledged Funds, prior and superior to all other liens or encumbrances on such Pledged Funds, and the Issuer does hereby irrevocably pledge such Pledged Funds to the payment of the principal of and interest on the Bonds, for the reserves therefor and for all other required payments. SECTION 15. COVENANTS OF THE ISSUER. 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, herein created and established, including the Reserve Account therein, and in the Bond Amortization Fund, herein created and established, a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with the holders of any and all Bonds as follows: A. REVENUE FUND. The entire Pledged Revenues shall upon receipt thereof be deposited in the "Revenue Fund" (hereinafter called "Revenue Fund"), hereby created and -17- 2.F2..- es~ablished. Such Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. B. DISPOSITION OF PLEDGED FUNDS. All Pledged Funds at any time remaining on deposit in the Revenue Fund shall be disposed of as they are received by the Issuer, commencing in the month immediately following the delivery of the Bonds, only in the following manner and in the following order of priority: (I) From the money in the Revenue Fund, the Issuer shall first deposit into a separate fund which is hereby created and designated "Improvement Bonds Sinking Fund" (hereinafter called "Sinking Fund"), such sums as will be sufficient to meet the payments of principal of and interest on the Bonds becoming due during the current Bond Year. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the paying agents. Such payments shall be adjusted to the extent required to pay such interest becoming due, after making allowance for the amounts of money which will be deposited in the Sinking Fund out of proceeds from the sale of the Bonds to pay interest thereon. (2) From the money on deposit in the Revenue Fund, the Issuer shall next deposit into the "Bond Amortization Fund," herein created and established, on a parity with the payments required in paragraph (I) above, if and to the extent required, a sum sufficient to meet the amount of the Amortization Installments for Term Bonds which shall become due and payable during the current Bond Year. Upon the sale of any series of Term Bonds, the Issuer shall, by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Bonds within a series, the Amortization Installments for each maturity of the Term Bonds. -18- ~ Money on deposit in the Bond Amortization Fund shall be used for the open market purchase or redemption, at the earliest practicable date, of Term Bonds. (3) Money remaining in the Revenue Fund shall next be applied by the Issuer for the establishment and maintenance of a Reserve Account in the Sinking Fund, which Reserve Account is hereby created and established, in a sum at least equal to and sufficient to pay the Maximum Bond Service Requirement on the Bonds. If, at any time, there shall be on deposit in the Reserve Account less than such Maximum Bond Service Requirement then, to the extent necessary to maintain the Reserve Account, there shall be deposited therein in each Bond Year, after providing for the payments required in (1) and (2) above, from the money remaining in the Revenue Fund, an amount equal to 20% of the difference between the Maximum Bond Service Requirement and the amount currently on deposit in the Reserve Account immediately after the most recent withdrawal therefrom. No further payments shall be required to be made into such Reserve Account as long as there shall remain on deposit therein a sum equal to the Maximum Bond Service Requirement. Money in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Bonds, or maturing Amortization Installments, if any, when the other money in the Sinking Fund is insufficient therefor, and for no other purpose. (4) Upon the issuance of any Additional Parity Obligations under the terms, limitations and conditions as are herein provided, the payments into the Sinking Fund (including the Reserve Account therein) and, if Term Bonds are issued, into the Bond Amortization Fund, shall be increased in such amounts as shall be necessary to make the payments for the principal of, interest on and reserves for such Additional Parity Obligations and, if Term Bonds are issued, the Amortization Installments, on the same basis as hereinabove provided with respect to the Bonds -19- 2~f inatially issued under this Instrument. The Issuer shall not be required to make any further payments into the Sinking Fund (including the Reserve Account therein) and the Bond Amortization Fund when the aggregate amount of money in both the Sinking Fund (including the Reserve Account therein) and the Bond Amortization Fund are at least equal to the Bond Service Requirement, 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 Fund. (5) Revenues shall next be used for deposit into a fund to be known as the "Operation and Maintenance Fund," which is hereby created and established, such sums as are necessary for the Cost of the Operation and Maintenance for the current F?scal Year in accordance with the budget to be adopted as hereinafter provided. (6) The Issuer shall next apply money in the Revenue Fund to the payment of current debt service and reserve require- ments of any obligations of the Issuer issued to finance the cost of additions, extensions and improvements to the Facilities, which are junior and subordinate to the lien of the holders of the Bonds and Additional Parity Obligations on the Pledged Funds. (7) The Issuer shall next apply and deposit the money in the Revenue Fund into a special fund to be known as the "Renewal and Replacement Fund," which fund is hereby created and established. The Issuer shall deposit into such Renewal and Replacement Fund, an amount equal to 6% of the Pledged Funds collected for the previous Fiscal Year, until there shall be on deposit in such Renewal and Replacement Fund the sum of $100,000 or such larger amount recommended by the Consulting Engineers and approved by the Issuer. The money in the Renewal and Replacement Fund shall be used only for the purposes of paying the cost of extensions, enlargements or additions to, or the replacement of depreciable capital assets of, the Facilities and emergency repairs thereto, and to provide an adequate reserve for depre- -20- 2~ ciation of all depreciable capital assets except such assets being acquired under lease-purchase financing. Such money on deposit therein shall also be used to implement the Reserve Account, if necessary, in order to prevent a default in the payment of the principal, Amortization Installments and interest on the Bonds. The money on deposit in such fund shall be withdrawn only upon the authorization of the Board. (8) The balance of any money remaining in the Revenue Fund after the above required payments have been made on a cumu- lative basis, shall be used by the Issuer for the purchase or redemption of Bonds or for the making of capital improvements to the Facilities. (9) The Revenue Fund, the Sinking Fund, the Bond Amortization Fund, the Reserve Account, the Operation and Maintenance Fund, the Renewal and Replacement Fund and any other special funds herein established and created 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. The designation and establishment of the various funds 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 ear- marking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. Money on deposit in the Revenue Fund, Sinking Fund (except the Reserve Account therein), the Bond Amortization Fund and the Operation and Maintenance Fund may be invested and rein- vested in the manner provided by law for the investment of county funds, provided such investments either mature or are redeemable at not less than par at the option of the Issuer, not later than -21- ~~ the date on which the money on deposit therein will be needed for the purposes of such funds. The money in the Renewal and Replacement Fund may be invested and reinvested in the manner provided by law for the investment of county funds, provided such investments mature or are redeemable at not less than par at the option of the Issuer, not later than 5 years from their dates. The money in the Reserve Account may be invested and reinvested in the manner provided by law for the investment of county funds, provided such investments mature or are redeemable at not less than par at the option of the Issuer, prior to the last maturity of the Bonds. All income on such investments shall be deposited into the Revenue Fund. C. OPERATION AND MAINTENANCE. The Issuer will maintain the Facilities and all parts thereof in good condition and will operate the same in an efficient and economical manner making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. D. ANNUAL BUDGET. The Issuer shall annually prepare and adopt within the time limits provided by law for the adoption of county budgets, a detailed budget of the estimated expen- ditures for operation and maintenance of the Facilities during such next succeeding Fiscal Year. No expenditure for the opera- tion and maintenance of the Facilities shall be made in any Fiscal Year in excess of the amount provided therefor in such budget without a finding and recommendation by the duly authorized officer in charge thereof, or shall be made until the governing body of the Issuer shall have approved such finding and recommendation. No such increased expenditures in excess of 10% of the amount provided therefor in such budget shall in any event be made except upon the further certification of the Consulting Engineer that such increased expenditures are necessary and essential to the continuance in operation of the Facilities. The Issuer shall mail copies of such annual budgets and all ordinan- -22- U1 'ces'and resolutions authorizing increased expenditures for opera- tion and maintenance to any holder of Bonds who shall file his address with the Issuer and request in writing that copies of all such budgets and ordinances and resolutions be furnished him, and shall make available such budgets and all ordinances and resolu- tions authorizing increased expenditures for operation and main- tenance of the Facilities at all reasonable times to any holder or holders of Bonds or to anyone acting for and on behalf of such holder or holders. E. ASSESSMENT RESOLUTIONS. The Issuer shall annually adopt an assessment resolution as required by the Act, and thereby will determine, fix, levy and collect such Assessments as will always provide revenues in each year sufficient to pay 10U% of the Maximum Bond Service Requirement on the Bonds and on all outstanding Additional Parity Obligations, plus 100% of all reserve or other payments, including the Cost of Operation and Maintenance and deposits for renewals and replacements of the Facilities. Such Assessments shall not be reduced so as to be insufficient to provide revenues for such purposes; provided, however, that the Assessments shall be levied against the ben~- fited property in proportion to the special and positive benefits to be received from the acquisition and construction of the Project and the furnishing of solid waste disposal services to the residents of the Issuer, and shall never exceed in the aggre- gate the amount by which such property is determined to be benefited. F. BOOKS AND RECORDS. The Issuer shall also keep books and records of the Pledged Funds which shall be kept separate and apart from all other books, records and accounts of the Issuer, and the holders of not less than 10% of the Bonds outstanding shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. G. ANNUAL AUDIT. The Issuer shall also, at least once a year, within 180 days after the close of its Fiscal Year, cause -23- ~8& the' books, records and accounts relating to the Pledged Funds to be properly audited by a recognized independent firm of certified public accountants, and shall make generally available the report of such audits to any holder or holders of Bonds. Such audits shall contain the balance sheet, a schedule of insurance in existence, a schedule of the collection and application of all Pledged Funds, a schedule of reserves and investments, and a cer- tificate by the auditors stating no default on the part of the Issuer of any covenant herein has been disclosed by reason of the audit. The auditors selected shall be changed at any time by a written request signed by a majority of the holders of the Bonds or their duly authorized representatives. A copy of such annual audit shall regularly be furnished to any holder of Bonds who shall have requested in writing that a copy of such reports be furnished him. H. NO MORTGAGE OR SALE OF THE FACILITIES. The Issuer will not sell, lease, mortgage, pledge or otherwise encumber the Facilities, or any substantial part thereof, except as herein provided. The foregoing provision notwithstanding, the Issuer shall have and hereby reserves the right to sell, lease or other- wise dispose of any of the property comprising a part of the Facilities which the Issuer shall hereafter determine, in the manner provided herein, to be no longer necessary, useful or pro- fitable in the operation of the Facilities. Prior to any such sale, lease or other disposition of such property, if the amount to be received therefor is not in excess of $50,000, the duly authorized officer in charge thereof shall make a finding in writing determining that such property comprising a part of the Facilities is no longer necessary, useful or profitable in the operation thereof. If the amount to be received from such sale, lease or other disposition of the property shall be in excess of $50,000 but not in excess of $100,000, such officer shall first make a -24- 2gi finding in writing determining that such property comprising a part of the Facilities is no longer necessary, useful or profi- table in the operation thereof, and the Board shall, by resolu- tion duly adopted, approve and concur in the finding of such officer, and authorize such sale, lease or other disposition of the property. If the amount to be received from such sale, lease or other disposition of the property shall be in excess of $100,000 but not in excess of 10% of the value of fixed assets of the Facilities according to the most recent annual audit report, such officer shall first make a finding in writing determining that such property comprising a part of the Facilities is no longer necessary, useful or profitable in the operation thereof, and the Consulting Engineers shall make a finding that it is in the best interest of the Facilities that such property be disposed of, and the Board shall by resolution, duly adopted, approve and concur in the findings of such officer and of the Consulting Engineers, and shall authorize such sale, lease or other disposition of the property. No sale or other disposition of the property for a sum in excess of 10% of the value of the fixed assets of the Facilities according to the most recent annual audit and operating report shall be made unless the officer in charge of the Facilities and the Consulting Engineers shall make in writing the finding hereinabove referred to, and they shall further find that the estimated Assessments to be levied by the Issuer for the furnishing of the services of the Facilities and for the payment of the Bond Service Requirement on the Bonds in the 5 Fiscal Years immediately succeeding the sale or other disposition of such property will be not less than the amount required pursuant to Subsection E of this Section, and the Board shall by resolution, duly adopted, approve and concur in the finding of the officer and the Consulting Engineers, and shall authorize such sale or other disposition of the property. -25- ~10 Anything in this Subsection H to the contrary notwith- standing, nothing herein shall restrict the Board from authorizing the sale or other disposition of any of the property comprising a part of the Facilities, if the attorney for the Issuer shall render an opinion stating that the obligation of the Issuer to levy and collect the Assessments will not be materially adversely affected by reason of such sale or disposition. The proceeds derived from any such sale or other dispo- sition of property shall be placed in the Renewal and Replacement Fund or used for the retirement of outstanding Bonds, in such proportions to be determined by the Board upon the recommen- dations of the officer in charge of the Facilities. I. INSURANCE. The Issuer will carry adequate fire and windstorm insurance on all buildings and structures of the works and properties of the Facilities which are subject to loss through fire or windstorm, will carry adequate public liability insurance, and will otherwise carry insurance of all kinds and in the amounts normally carried in the operation of similar facili- ties and properties in Florida, except public liability insurance for which the Issuer may be a self-insurer in accordance with the laws of the State of Florida. Any such insurance shall be carried for the benefit of the holders of the Bonds. All money received for losses under any of such insurance, except public liability, is hereby pledged by the Issuer as security for the Bonds, until and unless such proceeds are used to remedy the loss or damage for which such proceeds are received, either by repairing the property damaged or replacing the property destroyed as soon as practicable. J. ENFORCEMENT OF COLLECTIONS. The Issuer will dili- gently receive, enforce and collect the Pledged Funds; will take all steps, actions and proceedings for the enforcement and col- lection of the Assessments as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereof. All Pledged Funds shall, as -26- 2.q ) collected, be held 1n trust to be ap~lied as herein provided and not otherwise. K. DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land assessed shall be delinquent in the payment of any Assessment for a period of 90 days, then the Board shall record at the office of the Clerk of the Board, a notice of lien for such unpaid Assessment and if such unpaid assessment be not paid within 270 days of the due date of such unpaid assessment, the Board ~ shall declare the entire unpaid balance of such Assessment to be in default and, at its own expense, shall cause such delinquent property to be foreclosed in the same manner now or hereafter provided by law for the foreclosure of mortgages on real estate, or otherwise as pro- vided by law. If such foreclosure be not promptly filed and prosecuted, then any Bondholder may file and prosecute such foreclosure action in the name of the Issuer for the benefit of the holders of all outstanding or unpaid Bonds and interest thereon. All money r~alized thereby shall be deposited in the Revenue Fund and distributed as above prov ided.' The I ss uer further covenants, at its expens e, to furnish to any Bondholder requesting the same, 60 days after the due date of each annual installment, a list of all delinquents, together with an annual audit of the Revenue Fund by a certified public accountant, L. FORECLOSURE OF ASSESSMENT LIENS. If any property shall be offered for sale for the nonpayment of any Assessment, and no person or persons shall purchase the same for an amount equal to the full amount due on the Assessment (principal, interest and costs), the property shall then be purchased 1n the name of the Issuer for an amount equal to the balance due on the Assessment (principal, interest and costs), and the Issuer shall rece1ve 1n its corporate name the title to the property for the benefit of the holders of the Bonds. The Issuer shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the Revenue Fund. Not less than 10 days prior to the filing of any foreclosure action as herein provided, the Issuer shall cause written notice thereof -27- /2.0(2, to be mailed to any designated agents of the holders of the Bonds. Not less than 30 days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such representatives. The Issuer agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Bond- holders within 30 days after the receipt of the request therefor signed by the holders of not less than 15% of the aggregate prin- cipal amount of the outstanding Bonds. M. REMEDIES. Any holder of Bonds or any coupons apper- taining thereto, issued under the provision hereof, or any trustee acting for the holders of such Bonds, may either at law or in equity, 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 required herein or by any applicable statutes to be performed by the Issuer or by any officer thereof. N. CONSULTING ENGINEERS. The Issuer will annually retain an independent Consulting Engineer or engineering firm having a favorable reputation for skill and experience for the design, construction and operation of facilities of comparable size and character as the Facilities, for the purpose of pro- viding the Issuer competent engineering counsel affecting the economical and efficient operation of the Facilities and in con- nection with the making of capital improvements and renewals and replacements of the Facilities. The Issuer may, however, employ additional engineers at any time with relation to specific engi- neering and operation problems arising in connection with the System. The Issuer shall, at least every 2 years, cause to be prepared by the Consulting Engineers, a report or survey with respect to the management of the Facilities, the sufficiency of -28- ~43 . ' the' Assessments for services of the Facilities, the proper main- tenance of the properties of the Facilities and the necessity for capital improvements and recommendations therefor. Such a report or survey shall also show any failure of the Issuer to perform or comply with the covenants herein contained. In making such report or survey, the Consulting Engineers shall accept certified statements of the independent certified public accountants. Copies of each report or survey shall be placed on file with the Issuer and shall be open to the inspection of any holder of Bonds or other interested parties. o. NO COMPETING FACILITIES. Except as may be provided in the Act, the Issuer will not grant, renew or cause, consent to, or allow the granting, renewal, extension or expansion of any franchise or permit to any person, firm, corporation or body, or agency or instrumentality whatsoever, for the furnishing of ser- vices similar to those of the Facilities to or within the boun- daries of the Issuer. P. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any other obligations, except under 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 other charge having priority to or being on a parity with the lien of the Bonds and the interest thereon, upon the Pledged Funds. Any other obligations issued by the Issuer in addition to the Bonds herein authorized or Addi- tional Parity Obligations provided for in subsection Q below, payable from the Pledged Funds, shall contain an express state- ment 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 such Pledged Funds. Q. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional Parity Obligations, payable on a parity from the Pledged Funds with the Bonds, herein authorized, may be issued after the issuance of any Bonds, herein authorized, for the -29- 29~ construction and acquisition of additions, extensions and impro- vements to the Facilities or for refunding purposes, and upon the conditions and in the manner herein provided: (a) There shall have been obtained and filed with the Issuer a certificate of an independent certified public accountant of suitable experience and responsibility: (i) stating that the books and records of the Issuer relating to the collection and receipt of Pledged Funds have been audited by him for the fiscal year immediately preceding the date of sale of the proposed obli- gations; (ii) setting forth the amount of Net Pledged Funds received by the Issuer for the audited period referred to in (i) above, with respect to which such certificate is made; (iii) stating that the Net Pledged Funds pursuant to (ii) above, equal at least 1.20 times the Maximum Bond Service Requirement on all Bonds, and all Additional Parity Obligations, if any, then outstanding and on the Additional Parity Obligations with respect to which such certificate is made. (b) If desirable, the Net Pledged Funds for such fiscal year may be adjusted by the Consulting Engineers to reflect for such fiscal year and the period from the end of such fiscal year to the date of sale of the proposed obligations, changes made in the rates or other charges of the Assessments during such fiscal year and the period from the end of such fiscal year to the date of sale of the proposed obligations, as if such changes were in effect for the entire fiscal year. (c) Each resolution authorizing the issuance of addi- tional parity obligations will recite that all of the covenants herein contained will be applicable to such Additional Parity Obligations. (d) The Issuer shall not be in default in performing any of the covenants and obligations assumed hereunder, and all payments herein required to have been made into the accounts and funds, as provided hereunder, shall have been made to the full extent required. -30- ~~ , . R. MANAGER OF FACILITIES. The Issuer in operating the Facilities will employ a manager of demonstrated ability. S. USE OF FACILITIES. The Issuer will, to the full extent permitted by law, require persons within the limits of the Issuer who can use the services of the Facilities to utilize such services immediately upon availability and to cease the use of all other means and methods similar to the services furnished by the Facilities. SECTION 16. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at such price or prices con- sistent with the provisions of the Act and the requirements of this Instrument as the Issuer shall hereafter determine by resolution. SECTION 17. MODIFICATION OR AMENDMENT. No material modification or amendment of this Instrument or of any ordinance . or resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in aggregate principal amount of the Bonds then outstanding, provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduc- tion in the rate of interest thereon or in the amount of the principal obligation, or affect the unconditional promise of the Issuer to pay the principal of and interest on the Bonds as the same shall corne due from the Pledged Funds, or reduce the percen- tage of the holders of the Bonds required to consent to any material modification or amendment hereof, without the consent in writing of the holder or holders of all such Bonds. SECTION 18. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the 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 sufficient cash and/or principal and interest on -31- 2~b ~ k ~ederal securities or bank certificates of deposit full secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institu- tion or trust company, for the sole benefit of the Bondholders, 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 Issuer to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. SECTION 19. ARBITRAGE. No use will be made of the pro- ceeds of the Bonds or the Pledged Funds which, if reasonably expected on 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, as amended. The Issuer 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, as amended, and any valid and applicable rules and regu- lations promulgated thereunder. SECTION 20. VALIDATION AUTHORIZED. The attorney for the Issuer is hereby authorized and directed to institute appropriate proceedings in the Circuit Court for Monroe County, Florida, for the validation of such Bonds. SECTION 21. REPEAL OF INCONSISTENT INSTRUMENTS. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. SECTION 22. EFFECTIVE DATE. This Instrument shall become effective immediately upon its adoption. -32- 2-~? Passed and Adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting held on the 26th day of August, 1980, BOARD OF COUNTY COMMISSIONERS OF MONROE COY~, ~)'IDA I / //~J B / fI ~'/~r;:2;~c.~ ~>'~~<": i~:'(~'~.( '.~:~~ _______ y t.-' ({ ......"'1_',4,.. ._.!,~:...~__.~~~ c\ha i rman (SEAL) At:est: . RALPH W.~ll. CLERK I '1 . · c, '\\.;~ {II. \u~{v IIp'j<:' Qh'i,u (' Clerk . ~ J ., - 3..3 - 2'8